Great Pacific Gold Sells Lauriston Project for A$4m Plus A$2m in Contingent Payments While Retaining 2% NSR Royalty

Rhea-AI Summary

Great Pacific Gold Corp. (GPAC) has announced the sale of its Lauriston Project in Victoria, Australia to Adelong Gold Limited for a total consideration of A$6 million, comprising: • A$2.5M in non-contingent cash payments • A$1.5M in Adelong shares • A$2M in contingent cash payments • 2% NSR royalty retention This sale is part of GPAC's broader Australian asset divestiture strategy, which includes the recently announced 1:1 spin-out of Walhalla Gold Corp. The company will receive C$3.7M in cash by May 2025, with additional payments structured over 18 months. GPAC maintains strategic positions in the region through: • 6.7% stake in Golden Cross Resources • 9.7% stake in Adelong Gold • Royalties and contingent payments on multiple projects The proceeds will fund exploration at GPAC's Kesar and Wild Dog projects in Papua New Guinea.

Positive

• Immediate cash inflow of C$3.7M by May 2025 providing non-dilutive funding
• Retention of 2% NSR royalty providing long-term upside potential
• Strategic equity positions maintained in Golden Cross (6.7%) and Adelong (9.7%)
• Additional A$2M contingent payment upon first gold production
• Structured payment plan securing additional A$2M over 18 months

Negative

• Divestment of significant Australian asset reduces geographic diversification
• Contingent payments dependent on project success and not guaranteed
• Share payment portion subject to market volatility risk

Vancouver, British Columbia--(Newsfile Corp. - May 6, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: FSXLF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") announces that it has entered into a tenement sale deed dated May 5, 2025 (the "Definitive Agreement") to sell its Lauriston Project¹ in Victoria, Australia to ASX listed Adelong Gold Limited ("Adelong") (ASX: ADG) for A$2.5 million in non-contingent cash payments, A$2 million in contingent cash payments, and A$1.5 million in Adelong shares, while also retaining 2% Net Smelter Return ("NSR") royalty.

Highlights:

• Lauriston Project sold for A$2.5 million in cash², A$1.5 million in shares, a 2% NSR and A$2 million in future contingent cash payments.

• Divestitures of various assets in Australia have resulted in immediate cash in-flows to GPAC while the Company has also retained exposure to future upside through share positions and royalties.

• Additionally, as part of the broader divestiture process, GPAC shareholders are to receive shares in Walhalla Gold Corp. via the 1:1 Spin Out of the Walhalla Project announced last week.

Greg McCunn, CEO of Great Pacific Gold states, "The sale of Lauriston reflects our efforts over the past six months to create value for our shareholders from the Company's Australian assets. With the 1:1 spin out of Walhalla announced last week, our shareholders will benefit directly by receiving shares in an exciting new exploration company. With the transaction announced today with Adelong, our shareholders benefit from the Company receiving non-dilutive funding to put to work at both Kesar and Wild Dog in Papua New Guinea. Proceeds from these monetization efforts will be put to immediate use at Wild Dog, where GPAC will commence drilling imminently."

GPAC Australian Asset Divestitures

Over the last six months, the Company has divested its Australian exploration tenements. A summary of the outcomes is, as follows:

1. GPAC shareholders to receive 1:1 share spin out of exciting new gold explorer, Walhalla Gold, focusing on exploring the district-scale Walhalla gold belt in Victoria, Australia including the drill-ready high-priority target at Pinnacles.

2. GPAC holds strategic equity positions with substantial long-term upside:

   • 6.7% stake in Golden Cross Resources Inc. (TSXV: AUX) - high-grade gold explorer with its initial focus on the Reedy Creek Project, immediately north of Southern Cross's Sunday Creek Project in Victoria Australia.

   • 9.7% stake in Adelong Gold (ASX: ADG) - minerals explorer that owns the Adelong Gold Mine in New South Wales as well as the Apollo Gold Project and Lauriston Projects in Victoria, Australia.

3. GPAC retains long-term upside in three key gold projects in Victoria, Australia:

   • 2% Net Smelter Return royalties on both Walhalla and Lauriston.

   • A$2 million cash payment on first gold being poured from ore sourced at Lauriston.

   • C$2 million cash payment on commercial production from Reedy Creek.

   • C$1 million cash payment on 1 million ounces of gold Measured, Indicated & Inferred mineral resource developed at Reedy Creek.

4. GPAC receives non-dilutive funding to finance exploration at Kesar and Wild Dog in PNG:

   • C$3.7 million cash received by end of May 2025.

   • A$1 million cash to be received in approximately six months.

   • A$500k cash to be received in approximately twelve months.

   • A$500k cash to be received in approximately eighteen months.

Lauriston Sale

Pursuant to the Definitive Agreement, GPAC will receive an initial A$500,000 cash by May 31, 2025. Following the closing of the transaction, Adelong will issue the Company A$750,000 worth of shares at a deemed issue price of A$0.005/share. The shares will be free-trading upon issuance.

The additional A$2,000,000 cash payments will be paid in the following tranches: A$1,000,000 within six months of closing, A$500,000 within twelve months of closing and A$500,000 within eighteen months of closing. In addition, a further A$750,000 of free trading Adelong shares will be issued to GPAC within twelve months of closing. GPAC will also receive a contingent payment of A$2,000,000 within 30 days of the first gold being poured at the Lauriston Project and will retain an uncapped 2% net smelter return royalty on the Lauriston Project.

Agentis Capital Mining Partners acted as financial advisor to GPAC on the Lauriston Sale.

Closing of the transaction is subject to certain regulatory approvals and other customary conditions.

Notes:

1. The Lauriston Project consists of the following Exploration Licenses (EL's): 5479, 6656, 7044, 7045, 7048 and 8054.

2. C$ = Canadian Dollars and A$= Australian Dollars.

On behalf of Great Pacific Gold

Greg McCunn, Chief Executive Officer and Director

For further information visit gpacgold.com or contact:
Investor Relations
Phone +1-778-262-2331
Email: info@gpacgold.com

About Great Pacific Gold

Great Pacific Gold has a portfolio of exploration-stage projects in Papua New Guinea ("PNG"). The Company is focused on developing gold-copper resources from its highly prospective land packages. Its core projects include:

• Kesar Project: located in the Eastern Highlands province of PNG and contiguous with the mine tenements of K92 Mining Inc. ("K92"), the Kesar Project is a greenfield exploration project with several high-priority targets in close proximity to the property boundary with K92. Multiple epithermal veins at Kesar are on strike and have the same orientation as key K92 deposits, such as Kora. Exploration work to date by the Company at the Kesar Project has shown that these veins have high grades of gold present in outcrop and very elevated gold in soil grades, coincident with aeromagnetic highs. The Company is carrying out an ongoing diamond drill program on key target areas at the Kesar Project.

• Wild Dog Project: located in the East New Britain province of PNG, the Wild Dog Project is a brownfield exploration project with a history of small-scale gold mining. The Wild Dog Project contains numerous epithermal and porphyry hydrothermal-magmatic targets evidenced by previous exploration and operations. The Company completed a road refurbishment in August 2024 and baseline environmental work in Q4 2024. In Q1 2025, the Company began preparing for a drilling program with camp and infrastructure being established, airborne geophysics (MobileMT) survey completed and a geological team in place. Drilling is expected to begin on the property in May 2025.

• Arau Project: located in the Eastern Highlands province of PNG, the Arau Project contains the highly prospective Mt. Victor exploration target with potential for a high sulphidation epithermal gold-base metal deposit. A Phase 1 Reverse Circulation drilling program was completed at Mt. Victor in August 2024, with encouraging results. The Arau Project includes the Elandora licence, which also contains various epithermal and copper-gold porphyry targets.

The Company also holds the Tinga Valley Project in PNG.

Forward-Looking Statements

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Great Pacific Gold cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond their respective control. Such factors include, among other things: risks and uncertainties relating to Great Pacific Gold's limited operating history, its exploration and development activities on its mineral properties and the need to comply with environmental and governmental regulations. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Great Pacific Gold does not undertake to publicly update or revise forward-looking information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250892

FAQ

What is the total value of GPAC's Lauriston Project sale to Adelong Gold?

The total value is A$6 million, comprising A$2.5M in cash, A$1.5M in Adelong shares, A$2M in contingent payments, plus a 2% NSR royalty.

How will GPAC (FSXLF) use the proceeds from the Lauriston sale?

GPAC will use the proceeds to fund exploration activities at their Kesar and Wild Dog projects in Papua New Guinea.

What strategic positions does GPAC retain in Australian assets after the sale?

GPAC retains a 6.7% stake in Golden Cross Resources, 9.7% stake in Adelong Gold, 2% NSR royalties on both Walhalla and Lauriston projects, and various contingent payments tied to project milestones.

What is the payment structure for the Lauriston Project sale?

Initial A$500,000 cash by May 31, 2025, followed by A$1M within 6 months, A$500,000 within 12 months, and A$500,000 within 18 months of closing, plus share issuances and contingent payments.

How does the Walhalla Gold spin-out benefit GPAC shareholders?

GPAC shareholders will receive shares in Walhalla Gold Corp. on a 1:1 basis, giving them direct exposure to a new exploration company focused on the Walhalla gold belt in Victoria.