The net proceeds of the Offering will be used for drilling at the Wild Dog Project, additional exploration activities in Papua New Guinea and for general and administrative expenses and working capital purposes, as further described in the Offering Document. Closing of the Offering is expected on or about July 3, 2025 or such other date as the Company and Lead Agent may agree and is subject to the approval of the TSX Venture Exchange. Eventus Capital Corp. has been appointed as a special advisor to the Comp ...

Great Pacific Gold Enters into Arrangement Agreement for 1:1 Spin Out of WalhallaReceives $1.5 Million Cash PaymentJune 23, 2025 7:30 AM EDT | Source: Great Pacific Gold Corp.Vancouver, British Columbia--(Newsfile Corp. - June 23, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: FSXLF) (FSE: V3H) ("Great Pacific", "GPAC" or the "Company") is pleased to provide an update on the previously announced spin out (the "Spin Out") whereby Great Pacific will distribute the shares of a new company ...

Vancouver, British Columbia--(Newsfile Corp. - June 18, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: FSXLF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") is providing an update on its exploration activities at the Wild Dog Project ("Wild Dog" or the "Project"), located on the island of New Britain, in the province of East New Britain, Papua New Guinea ("PNG"). The recently commenced drill program is designed to test high-priority targets over a 3km strike length within the mineralized ...

Vancouver, British Columbia--(Newsfile Corp. - June 5, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: FSXLF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") is providing an update on its exploration activities at the Wild Dog Project ("Wild Dog" or the "Project"), located on the island of New Britain, in the province of East New Britain, Papua New Guinea ("PNG"). A cross section of the geology and the key assay results from WDG-02 are shown in Figure 2 and a complete set of assay results ...

Lithium Refinery Development - Stardust Power is developing a large-scale lithium refinery in Oklahoma to supply battery-grade lithium primarily for the electric vehicle market [171]. - The company is in the development stage and has purchased a site in Muskogee, Oklahoma, for its planned refinery, which will have a phased capacity of up to 50,000 metric tons per annum [192][193]. - The refinery will utilize a technological innovation allowing it to refine various sources of lithium brine, aiming to produce a consistent feedstock [194]. - The total refinery cost is estimated at $1,165 million, with plans to finance through a mix of debt, equity, and potential government grants [232]. Financial Performance - The company has not generated any revenue since inception and has been operating at a loss, with a net loss of $3,809,700 for the three months ended March 31, 2025, compared to a net loss of $1,399,213 for the same period in 2024 [217]. - General and administrative expenses increased significantly to $5,748,648 for the three months ended March 31, 2025, up from $1,235,366 in the prior year, reflecting an increase of $4,513,282 [217]. - As of March 31, 2025, the accumulated deficit was $56,428,648, up from $52,618,948 as of December 31, 2024 [231]. - The company has not earned any revenue and has been operating at a loss since inception, with a stockholders' deficit of $12,835,162 as of March 31, 2025 [234]. Capital and Financing - The company received up to $257 million in performance-based incentives from the State of Oklahoma, contingent on job creation and capital expenditures [174]. - Stardust Power secured a loan of $1.75 million from Endurance Antarctica Partners II, LLC, with a 15% interest rate, maturing in March 2025 [185]. - The company has issued promissory notes totaling $492,000 with an interest rate of 6%, maturing in 2025, to support its financing needs [205]. - The Company anticipates funding its near-term operations through the sale of equity securities, promissory notes, and debt financing [233]. - The Company plans to raise additional capital through equity issuance or borrowings to fund operations and investments over the next year [252]. Compliance and Regulatory Issues - The company received notices from Nasdaq regarding non-compliance with listing standards due to market value and bid price issues [186]. - The company has a compliance period until September 15, 2025, to regain compliance with Nasdaq's Minimum Price Rule, requiring a minimum bid price of $1.00 per share for 10 consecutive business days [187]. - The company must also comply with the MVPHS Rule by maintaining a market value of publicly held shares of at least $15,000,000 for 10 consecutive business days by September 15, 2025 [188]. - The MVLS Rule requires the company to achieve a market value of listed securities of $50,000,000 for 10 consecutive business days by September 30, 2025, to avoid delisting [189]. Strategic Partnerships and Agreements - The company entered into a non-binding letter agreement with Sumitomo for a long-term offtake agreement to supply 20,000 metric tons of lithium carbonate annually, with potential to increase to 25,000 metric tons [182]. - Stardust Power purchased 10 million shares (approximately 6% equity) of IRIS Metals Limited for $1.6 million to explore strategic partnerships in lithium production [181]. - The company has entered into an engineering agreement with Primero USA, Inc. for approximately $4.7 million to assist in the development of its lithium facility [180]. - The Company is negotiating fixed price off-take agreements to mitigate commodity price risks associated with lithium hydroxide and lithium carbonate [274]. - The Company plans to enter into 10-year long-term sales contracts with EV manufacturers to stabilize product pricing and manage supply chain risks [276]. Cash Flow and Operating Activities - For the three months ended March 31, 2025, net cash used in operating activities was $2,875,187, a significant increase from $934,680 in the same period of 2024, reflecting a net loss of $3,809,700 [246][247]. - Net cash provided by financing activities for the three months ended March 31, 2025, was $4,511,080, primarily from a public offering that generated gross proceeds of $5,750,400 [250]. - For the three months ended March 31, 2025, net cash used in investing activities was $960,332, mainly for capital project costs related to refinery construction [249]. Risks and Challenges - The company has a limited operating history and faces significant risks and challenges, including competition and macroeconomic conditions [198][201]. - The Company is currently facing a volatile inflationary environment, which could impact its financial condition and operations [289]. - The Company is subject to credit risk for cash balances exceeding the FDIC insured amount of $250,000, with only one financial banking institution [288]. - As of March 31, 2025, the Company had no significant risk related to changes in interest rates [287].

Core Viewpoint - Great Pacific Gold Corp. has announced a spin-out transaction to distribute shares of a new company, Walhalla Gold Corp., which will own the Walhalla Gold Project in Victoria, Australia, to its shareholders [1][4]. Transaction Details - The spin-out will allow each shareholder of Great Pacific to receive one share of Walhalla for every share they hold in Great Pacific [6][14]. - Great Pacific will receive a one-time cash payment of $1.5 million from 1537559 B.C. Ltd. (Finco) as part of the transaction [3][14]. - Walhalla will retain a 2% Net Smelter Royalty (NSR) on the Walhalla Gold Project [6][14]. Walhalla Gold Project Overview - The Walhalla Gold Project spans over 1,400 square kilometers in Victoria and has a history of gold production totaling 1,510,309 ounces at a grade of 33.59 g/t gold [6][7]. - The project includes a high-priority greenfield target called Pinnacles, which features a 400m x 1,100m gold mineralized aplitic dyke ready for immediate drilling [5][6]. Historical Production and Exploration - The Walhalla Gold Project has a prolific history with significant past production and multiple areas with historic mines, many of which have not undergone modern exploration [7]. - Notable historic production includes Cohen's Reef and Longfellows Reef, with significant grades reported from previous drilling [7][8]. Future Plans and Structure - A proposed management team and board of directors for Walhalla will be announced, and Finco will issue a total of 10 million common shares to the new management team as part of the spin-out [10][12]. - The capital structure of Walhalla will include the issued shares of Great Pacific and Finco after the completion of the spin-out [11][12].

Company Overview - Great Pacific Gold Corp. has engaged ICP Securities Inc. for automated market making services, starting April 30, 2025, for an initial term of four months at a monthly fee of C$7,500 [1][2] - The company focuses on developing gold-copper resources from exploration-stage projects in Papua New Guinea and Australia [4] Projects in Papua New Guinea - Kesar Project: A greenfield exploration project with high-priority targets, showing high grades of gold in outcrop and elevated gold in soil grades [4] - Wild Dog Project: A brownfield exploration project with a history of small-scale gold mining, containing numerous epithermal and porphyry targets [4] - Arau Project: Contains the Mt. Victor exploration target with potential for high sulphidation epithermal gold-base metal deposits; Phase 1 drilling results are pending [4][5] Projects in Australia - Lauriston Gold Project: Located adjacent to Agnico Eagle's Fosterville tenements, with a discovery hole intersecting 8m at 105 g/t gold; the company is evaluating strategic alternatives for value creation [8] - Walhalla Gold Belt Project: Comprises over 1,400 km² of concessions with a high-priority greenfield target called Pinnacles, which is fully permitted and ready for drilling [8]

Core Viewpoint - Great Pacific Gold Corp. is actively divesting its Australian assets, focusing on cash inflows and future exploration in Papua New Guinea [1][6]. Financial Updates - On April 16, 2025, the company received $1 million in cash from the sale of its Reedy Creek and Providence Gold Projects to Golden Cross Resources Inc. [3] - The company sold 2,000,000 common shares of Golden Cross for proceeds of $450,000 [3]. - GPAC retains 4,000,000 common shares of Golden Cross, valued at $1.48 million, and may receive an additional $3 million contingent on certain milestones [4]. Asset Divestiture - The Lauriston Project sale process is well advanced, with a definitive agreement expected soon, pending regulatory approvals [5]. - The company has sold various Australian assets over the past six months, resulting in cash inflows [6]. Remaining Projects - The Walhalla Gold Project, located in Victoria, Australia, has a history of gold production totaling 1,510,309 ounces at a grade of 33.59 g/t [7]. - The Walhalla project covers over 1,400 km² and includes the Pinnacles target, which is fully permitted and ready for immediate drilling [7][8]. Exploration Focus - The company is shifting its exploration efforts towards Papua New Guinea, with plans to maximize shareholder benefits from the remaining Australian assets [6][8].

Core Transaction Details - Great Pacific Gold Corp. has completed the sale of its Reedy Creek and Providence Projects in Australia to Golden Cross Resources Inc. for a total consideration of $1,000,000 in cash and 6,000,000 common shares of Golden Cross [1][4] - The cash payment included a $500,000 deposit and another $500,000 paid at the closing of the transaction [4] - The common shares issued will have varying resale restrictions, with 800,000 shares free from restrictions, while the remaining shares will be released in tranches over time [4] Related Party Transactions - Certain insiders of Great Pacific Gold participated in the transaction by subscribing for securities worth $65,000 in Fundco, which was acquired by Golden Cross [3] - The company is exempt from obtaining a formal valuation and minority shareholder approval for this related party transaction as it does not exceed 25% of the fair market value of the company's market capitalization [3] Future Financial Considerations - Currawong Resources Pty Ltd, a subsidiary of Great Pacific Gold, has the right to receive up to $3,000,000 in post-closing payments from Providence, contingent on specific milestones related to mineral resource establishment and commercial production [4] Company Overview - Great Pacific Gold holds a portfolio of exploration-stage projects in Papua New Guinea and Australia, focusing on developing gold-copper resources [4] - The company is also in the process of divesting certain non-core assets, including the Golden Mountain and Everton Projects in Australia [5] Exploration Projects - The company has several key exploration projects, including the Kesar Project, Wild Dog Project, Arau Project, Lauriston Gold Project, and Walhalla Gold Belt Project, each with unique geological features and exploration potential [8]

Core Viewpoint - Great Pacific Gold Corp. is advancing its exploration activities at the Kesar Project in Papua New Guinea, with promising results from recent drilling and geophysical surveys indicating potential for high-grade mineralization [4][5][29]. Exploration Activities - The company has completed a drill program at the Anteruno target, totaling 2,112 meters across five holes, and has initiated a Mobile Magnetotelluric (MobileMT) geophysical survey across the project area [2][4]. - Initial drilling at Anteruno has confirmed gold-bearing intervals in every hole, with notable intercepts including 3.13 meters at 3.67 g/t gold and 0.23 meters at 6.61 g/t gold [5][20]. Geophysical Survey Insights - The MobileMT survey has outlined a well-defined network of deep-seated structures connected to known mineralization, particularly at Hampore and Fufunambi, suggesting a large-scale mineralized system [5][8]. - The survey results indicate significant magnetic and conductive anomalies, with the Hampore area showing strong connectivity to mineralization trends similar to those at K92 Mining [7][9]. Future Drilling Plans - The company plans to continue drilling at Kesar through April to expand on initial results, with a focus on high-priority targets at Hampore and Fufunambi [4][5]. - A 1,200-meter drill program is being designed for Fufunambi based on recent MobileMT data and geological mapping [5][22]. Geological Observations - The Anteruno area exhibits polymetallic gold mineralization associated with quartz-carbonate veins and base metals, indicating a complex geological framework [18][22]. - The Hampore Prospect has shown strong structural control with mineralization hosted within fault zones, and alteration patterns suggest a correlation with higher-grade mineralization [25][23]. Company Overview - Great Pacific Gold holds a portfolio of exploration projects in Papua New Guinea and Australia, focusing on developing gold-copper resources from its land packages [26].