Great Pacific Gold Corp. (TSXV: GPAC, OTCQX: FSXLF) is moving forward with a strategic spin-out of its Walhalla Gold Project in Victoria, Australia, aiming to deliver direct value to its shareholders and sharpen its exploration focus.
The company’s board has unanimously approved the spin-out, which will see the creation of Walhalla Gold Corp. Each shareholder of Great Pacific Gold will receive one share of Walhalla for every share of Great Pacific Gold they hold, effectively distributing ownership of the Walhalla Gold Project directly to existing investors. This 1:1 share distribution is designed to provide immediate value and exposure to the new entity’s future growth.
As part of the transaction, Great Pacific Gold will receive a one-time cash payment of approximately $1.08 million (CAD $1.5 million). Additionally, the company will retain a 2% net smelter royalty (NSR) on the Walhalla Gold Project, ensuring ongoing exposure to any future production from the asset.
The Walhalla Gold Project covers more than 1,400 square kilometers in Victoria, a region with a rich history of gold mining. Historic production at Walhalla totals over 1.5 million ounces of gold at an impressive average grade of 33.59 grams per tonne. The district-scale land package includes both advanced-stage and greenfield exploration targets, offering significant discovery potential.
Among the project’s highlights is the Pinnacles target, where soil geochemistry has outlined a 400 by 1,100 meter gold-mineralized aplitic dyke with disseminated sulphides visible at surface. The Pinnacles zone is fully permitted, accessible, and ready for immediate drilling, positioning Walhalla for a rapid start to exploration.
Other notable targets within the Walhalla Belt include Cohen’s Reef, which has a history of production from laminated quartz veins and drilling at depth that indicates multiple mineralized shoots and extensions. Longfellows Reef, running parallel to Cohen’s Reef, features historic workings extending over a 1.5-kilometer strike length, with grab samples returning strong gold grades. At Pinnacles, channel sampling has produced impressive intervals, such as 81.6 meters at 1.02 g/t gold and 18 meters at 3.28 g/t gold, highlighting the significant exploration potential of the project.
Under the terms of the spin-out, Great Pacific Gold shareholders will receive their Walhalla shares on a future record date yet to be determined. The transaction also involves a non-binding letter of intent with 1537559 B.C. Ltd. (Finco), which will provide the $1.08 million (CAD $1.5 million) payment to Great Pacific Gold and fund ongoing exploration at Walhalla.
Finco is expected to complete a private placement of approximately $3.25 million (CAD $4.5 million) prior to the spin-out’s completion, with the terms to be finalized at a later date. Upon closing, Walhalla will acquire all issued and outstanding shares of Finco on a one-for-one basis, and intends to apply for listing on the Canadian Securities Exchange (CSE).
A new management team and board for Walhalla will be announced in due course, with Finco issuing 10 million shares to these individuals as part of the transaction. The final capital structure of Walhalla will reflect the combined issued shares of Great Pacific Gold and Finco after the spin-out. The arrangement remains subject to regulatory and shareholder approvals, as well as the acceptance of the TSX Venture Exchange and the successful listing of Walhalla shares on the CSE.
According to CEO Greg McCunn, the spin-out comes at a time of renewed interest in Victoria’s gold sector, driven by recent exploration successes and consolidation of the Walhalla Belt. The transaction allows Great Pacific Gold shareholders to benefit directly from the upside of the Walhalla Gold Project, while the company itself receives a cash infusion and retains a royalty interest.
Beyond Walhalla, Great Pacific Gold maintains a portfolio of exploration-stage projects in Papua New Guinea, including the Kesar, Wild Dog, and Arau projects, targeting both gold and copper resources. This spin-out positions both Great Pacific Gold and Walhalla Gold Corp. to focus on their respective strengths and deliver value to shareholders as the exploration story unfolds.Â
