Court Approval Received and Effective Date Set for Walhalla 1:1 Spinout
Rhea-AI Summary
Great Pacific Gold (OTCQX: GPGCF) received final court approval on Dec 5, 2025 for the previously shareholder‑approved plan to spin out Walhalla Gold Corp. Shareholders of Great Pacific Gold of record at close of business on Dec 12, 2025 will receive one Walhalla common share for every GPAC common share held. The new Walhalla shares are scheduled to be issued on Dec 15, 2025. The arrangement remains subject to acceptance by the TSX Venture Exchange. Walhalla will own the Walhalla Gold Project in Victoria, Australia, a historic goldfield with estimated historic production of 2.2 Moz at a grade of 25.3 g/t (GeoVic, 2020).
Positive
- Final court approval received on Dec 5, 2025
- Share distribution set at 1:1 (one Walhalla per GPAC share)
- Walhalla to own Walhalla Gold Project with 2.2 Moz historic production
Negative
- Arrangement remains conditional on TSX Venture Exchange acceptance
News Market Reaction
On the day this news was published, GPGCF gained 3.83%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
No peer stocks with momentum or same-day headlines were reported, suggesting the 9.19% move is company-specific rather than sector-driven.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 08 | Spinout court approval | Positive | +3.8% | Final court approval and key dates set for Walhalla 1:1 spinout. |
| Nov 27 | Spinout shareholder vote | Positive | +8.4% | Shareholders approve 1:1 Walhalla spinout and stock option plan. |
| Nov 10 | Wild Dog drill results | Positive | +8.2% | Phase 1 drilling at Wild Dog reports high-grade AuEq intercepts. |
| Oct 31 | Kesar project update | Positive | -2.8% | Updated NI 43-101 work summary and planned Phase 2 drilling. |
| Oct 08 | Spinout meeting set | Positive | +1.3% | Special meeting date set to approve Walhalla 1:1 spinout. |
News on the Walhalla spinout and exploration results has generally coincided with positive price reactions, with one divergence on a Kesar project update.
Over the last few months, Great Pacific Gold has focused on the Walhalla 1:1 spinout and exploration progress. Spinout-related milestones on Oct 08, 2025 and Nov 27, 2025 produced positive reactions of 1.34% and 8.38%. Drilling updates at Wild Dog on Nov 10, 2025 also saw a 8.21% gain. A Kesar project update on Oct 31, 2025 drew a modest -2.79% decline. Today’s court approval and record/issuance dates extend the Walhalla spinout sequence.
Market Pulse Summary
This announcement advanced Great Pacific Gold’s Walhalla 1:1 spinout by securing court approval and setting a December 12, 2025 record date with December 15, 2025 issuance. Walhalla will hold a historic goldfield with 2.2 Moz of past production at 25.3 g/t. Investors may track remaining TSX Venture Exchange acceptance, subsequent trading dynamics of Walhalla shares, and how the separated assets influence future exploration and capital allocation across both entities.
Key Terms
plan of arrangement regulatory
qualified person regulatory
ni 43-101 regulatory
palaeozoic technical
AI-generated analysis. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - December 8, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: GPGCF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") announces that on December 5, 2025, the Company received final court approval for the Arrangement and Plan of Arrangement previously approved by shareholders of Great Pacific Gold for the spin out (the "Spin Out") of Walhalla Gold Corp. ("Walhalla"), whereby the Company will distribute the shares of Walhalla to the shareholders of GPAC. Walhalla will then own the Walhalla Gold Project in Victoria, Australia.
GPAC shareholders who own common shares as at close of business on December 12, 2025 will be entitled to one Walhalla common share for every GPAC common share so held. The new Walhalla common shares will be issued to the GPAC shareholders on Monday December 15, 2025.
The plan of arrangement remains subject to acceptance of the TSX Venture Exchange.
Walhalla Gold Project
The Walhalla-Woods Point Goldfield is one of Victoria, Australia's significant goldfields with an estimated total historic gold production from 54 mines of 2.2Mozs (72.2 tonnes) at a gold grade of 25.3g/t (Source: GeoVic, 2020), approximately
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
Qualified Person
The technical content of this news release has been reviewed, verified and approved by Callum Spink, the Company's Vice President, Exploration, who is a member of the Australian Institute of Geoscientists, MAIG, and a Qualified Person as defined by National Instrument NI 43-101 Standards of Disclosure for Mineral Projects. Mr. Spink is responsible for the technical content of this news release. Mr. Spink is not independent of the Company.
About Great Pacific Gold
Great Pacific Gold's vision is to become the leading gold-copper development company in Papua New Guinea ("PNG"). The Company has a portfolio of exploration-stage projects in PNG, as follows:
Wild Dog Project: the Company's flagship project is located in the East New Britain province of PNG. The project consists of a large-scale epithermal target, the Wild Dog structural corridor, stretching 15 km in strike length and potentially over 1,000 meters deep based on a recent MobileMT geophysics survey. The survey also highlighted the Magiabe porphyry target, adjacent to the epithermal target and potentially 1,000 meters in diameter and over 2,000 meters deep. Drilling of the epithermal structure on the Sinivit target has yielded high-grade results, including WDG-08 which intercepted 8.4 meters at 50 g/t AuEq from 154 meters. The current drilling program will extend into 2026 with second drill rig expecting to be operational in February 2026.
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 conducted a diamond drill program on key target areas at the Kesar Project from November 2024 to May 2025 and have developed a follow-up Phase 2 program for 2026.
- Arau Project: also located in the Eastern Highlands province of PNG, the Arau Project is south of and contiguous to the mine tenements of K92. Arau contains the highly prospective Mt. Victor exploration target with potential for a high sulfidation 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, most 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/277227
FAQ
What does the Walhalla 1:1 spinout mean for GPGCF shareholders?
When will GPGCF shareholders receive Walhalla shares (OTCQX: GPGCF)?
What approvals has Great Pacific Gold secured for the Walhalla spinout?
What asset will Walhalla own after the spinout from GPGCF?
What record date determines who receives Walhalla shares from GPGCF?
