GPAC Completes Spin Out of Walhalla Gold Corp.

About this update from Great Pacific Gold Corp.

[{"type":"text","content":"Vancouver, British Columbia--(Newsfile Corp. - December 12, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: GPGCF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") announces that it has closed the previously announced Plan of Arrangement in connection with the spin out (the "Spin Out") of Walhalla Gold Corp. ("Walhalla"), whereby Great Pacific Gold will distribute the shares of Walhalla to the shareholders of GPAC (the "Shareholders"). Walhalla owns the Walhalla Gold Project in Victoria, Australia.","length":580,"tagName":"p"},{"type":"text","content":"The Spin Out was implemented under the terms of an arrangement agreement (the "Arrangement Agreement") among the Company, 1537559 B.C. Ltd. ("Finco") and Walhalla, pursuant to which the Shareholders will receive: (i) one (1) common share of Walhalla for every Class A Common Share in the Company held (the "Class A Share"); and (ii) one new common share of the Company (the "New GPAC Share") for every Class A Share held.","length":461,"tagName":"p"},{"type":"text","content":"As a result of the Spin Out, the Shareholders of the Company ceased to be holders of the Class A Shares so exchanged, and the Class A Shares were cancelled by the Company. Each Shareholder became a Shareholder of Walhalla, subject to the amount of Class A Shares held by that Shareholder, and Walhalla became a reporting issuer in the Province of British Columbia.","length":364,"tagName":"p"},{"type":"text","content":"In addition, Finco previously made a one-time payment of $1,500,000 to the Company under the Arrangement Agreement. Prior to Walhalla listing on the Canadian Securities Exchange, Walhalla will acquire all of the issued and outstanding shares of Finco. The Company also retains a 2% net smelter return royalty on the Walhalla Gold Project.","length":338,"tagName":"p"},{"type":"text","content":"The New GPAC Shares will be listed on the TSXV at the market opening on December 16, 2025.","length":90,"tagName":"p"},{"type":"text","content":"Walhalla has applied to list its common shares on the Canadian Securities Exchange and the listing of Wahalla remains subject to acceptance of the Canadian Securities Exchange.","length":176,"tagName":"p"},{"type":"text","content":"Walhalla Gold Project","le...

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