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GPAC.V ·

Great Pacific Gold to Acquire Papua New Guinea Focused Tinga Valley Copper & Gold Corp.

Mergers & Acquisitions

Great Pacific Gold to Acquire Papua New Guinea Focused Tinga Valley Copper & Gold Corp.

Highlights:

• 347 sq km granted exploration license (“EL”) located 140 km along strike of ‘World

Class’ Ok Tedi Copper-Gold Mine with very similar geological setting.

• Tinga Valley Property highly prospective for large and high-grade porphyry style

copper-gold mineralization and associated massive sulphide-magnetite skarn

mineralization with elevated copper and gold-silver grades with several large high

priority drill targets already identified over a 2.5km x 1.5km footprint.

• Historic surface exploration work identified extensive Copper and Gold grades across

a 2km copper mineralized zone including grades above 1.97% Cu, 12.7g/t Au.

• Tinga Valley Property will complement extensive copper -gold portfolio in PNG with

exploration planned to unlock major Copper, Gold Porphyry potential in 2024

April 15, 2024. Great Pacific Gold Corp. ("Great Pacific Gold,” “GPAC,” or the "Company") (TSXV:

GPAC) (OTCQX: FSXLF) (Germany: 4TU) is pleased to announce it has entered into an amalgamation

agreement dated April 12, 2024 (the “Amalgamation Agreement”) with privately held Tinga Valley

Copper & Gold Corp. (“Tinga”) to acquire a highly prospective Papua New Guinea copper-gold

project called the Tinga Valley Property.

The Tinga Valley Property is characterised by a drill ready, well -defined high -grade copper -gold

porphyry and associated skarn exploration targets. Historical work has indicated the existence of

an epithermal overprint as well as an excellent potential for project size with multiple porphyry

bodies along a large alteration halo across a 2.5km x 1.5km footprint. The Ok Tedi Copper Gold Mine,

which lies 140kms to the north west along the same geological belt , is a superb geological

comparison to the Tinga Valley Property.

Great Pacific Gold CEO Bryan Slusarchuk states, “The Tinga Valley Property is known to host

significant size and grade potential for copper and gold and has been subject of a substantial amount

of preliminary exploration work that has resulted in excellent drill targets. This acquisition adds to an

already large and commanding land position within a country that hosts some of the world’s most

important copper and gold deposits. With a strong treasury, in -country expertise, and an excellent

technical team, we are well positioned to advance on multiple projects within PNG.”

Tinga CEO Martin Pawlitschek notes, “Through our work, visits to the region and via the compilation

of a substantial amount of historic data, we have demonstrated the Tinga Valley Property has the

potential to host both large size and high -grade deposits. The targets identified are modelled after

Tier 1 geological analogues such as the OK Tedi Copper Gold Mine. Today’s transaction will benefit

local communities, Tinga shareholders and all stakeholders as we combine an excellent project with

a well -financed entity consisting of team members having a track record of success advancing

projects through large-scale exploration in PNG.”

Information on the Tinga Valley Property

The 347 sq km Tinga Valley property is located in the Papua Mobile Belt, a world class copper and

gold district which is host to several Tier 1 copper and gold mines (Figure 1), such as:

• Porgera, operated by Barrick Gold and located 70 km to the northeast. The mine

produced over 16 million ounces of gold between 1990 and 1999 and is currently

being recommissioned by Barrick to resume production.

• Ok Tedi a high -grade copper-gold mine in operation since early 19 84’s and located

140 Km to the NW of Tinga Valley – from the start of operations in 1984 to the end of

2022, Ok Tedi has produced 5.17Mt of copper, 15.9Moz of gold and 36.4Moz of silver.

• Frieda River, operated by Australian registered PanAust – was one of the biggest

copper and gold deposits in PNG with an estimated 19Moz Au and 26.5B lbs Cu.

Figure 1: Location of Tinga Valley, Papua Mobile Belt and Tier 1 deposits.

Mineralization on the above properties is not necessarily indicative of mineralization at Tinga Valley.

The Tinga Valley tenement is located within the Papua Mobile Belt, which hosts the Darai Limestone

and sediments of the Iero Formation, which are intruded by diorite and andesite porphyry bodies

(Figure 1). This represents a geologic setting and footprint like that of the Ok Tedi Mine , which

between 1984 and 2022 produced over 5.17 million tonnes of copper and 15.9 million ounces of gold

(Figure 1).

Historic work carried out initially by Kennecott Explorations and several other explor ers since the

early 1990’s, through to the mid 2000’s, identified extensive zones of porphyry related alteration,

epithermal and skarn style copper and gold mineralization outcropping at surface. The

mineralization and alteration have been mapped over a 2.5 km x 1.5km area of diorite and andesite

plugs intruded into limestone (Darai Limestone) and sediments of the Ieru Formation.

Several of the intrusive units at Tinga, show extensive mineralization and alteration with historic rock

chip samples reporting grades of up to 1.97% copper and up to 12.7 g/t gold in areas of phyllic, argillic

and potassic alteration. Sulphide mineralization reported includes galena -sphalerite-chalcopyrite

and chalcocite. Calcsilicate skarn mineralization consisting of pyrite -chalcopyrite-magnetite have

been mapped on the contact zones of the intrusive zones with the limestone.

The alteration occurs in concentric fashion around centres of potassic alteration, which are

associated with the highest copper surface value. The alteration is indicative of a deeper, fully

preserved porphyry copper-gold system.

Despite the highly encouraging results and being located in one of the most important copper -gold

belts in the world, the main prospects at Tinga Valley have not been drill tested to date and present

the Company with a compelling opportunity for a tier 1 discovery.

Figure 2: Tenement and Geology Map for Tinga Valley.

Figure 3. Tinga Valley - Alteration map and surface copper geochemistry from historic work.

Figure 4: Geological setting of the Ok Tedi Mine.

Mineralization at OK Tedi Mine is not necessarily indicative of mineralization at Tinga Valley.

Terms of Transaction

Under the terms of the Definitive Agreement, in consideration of Tinga:

• The shareholders of Tinga (the “Tinga Shareholders”) immediately prior to the closing of the

Acquisition (the “Closing”) will receive 12,500,000 common shares of GPAC (the “Common

Shares”), and each Tinga Shareholder will receive one (1) Common Share for e very one (1)

Tinga Share held.

• The Common Shares issued to the Tinga Shareholders will be subject to voluntary

restrictions on resale, of which 33.3% of the Common Shares will be subject to restrictions

on resale for a period of four (4) months following Closing, 33.3% of the Common Shares will

be subject to restrictions on resale for a period of eight (8) months following Closing and

33.4% of the Common Shares will be subject to restrictions on resale fo r a period of twelve

(12) months following Closing.

Clarus Securities Inc. (“Clarus”) has been appointed as the Financial Advisor to GPAC in connection

with the transaction. In consideration of Clarus’ services, GPAC has agreed to issue 600,000

common shares to Clarus (the “Advisor Shares”).

The Acquisition is an arm’s length transaction between GPAC and Tinga. No new insiders will be

appointed or created as a result of this Acquisition.

The Acquisition and the Advisor Shares are subject to the approval of the TSX Venture Exchange

acceptance and the satisfaction of other customary conditions.

About GPAC

Great Pacific Gold has a portfolio of high -grade gold projects in Papua New Guinea (“PNG”) and

Australia.

In PNG, Great Pacific Gold recently acquired a significant 2,166 sq. km mineral exploration land

package in PNG. The land package comprises of exploration licenses (EL) and exploration license

applications (ELA). It includes both early -stage and advanced -stage exploration targets with high -

grade epithermal vein and porphyry-style mineralization present.

The Arau Project consists of two exploration licenses, located in the Kainantu region, and includes

the Mt. Victor Prospect, where previous drilling found a multiple phase intrusion complex hosting

copper and gold mineralization.

The Wild Dog Project consists of one granted exploration license, EL 2761, and one exploration

license application, ELA 2516, located on the island of New Britain and about 50 km southwest of

Rabaul and Kokopo, PNG.

The Kesar Creek Project consists of one exploration license, EL 2711, and is contiguous with the K92

Mining Inc. tenements.

In Australia, Great Pacific Gold began with two, 100% owned, high -grade gold projects called the

Lauriston and Golden Mountain Projects, and has since acquired a large area of granted and

application tenements containing further epizonal (low-temperature) high-grade gold mineralization

and associated intrusion-related gold mineralization all in the state of Victoria, Australia. The Great

Pacific Gold land package, assembled over a multi -year period, notably includes the Lauriston

Project which is a 535 sq. km property immediately to the south of and within the same geological

framework that hosts Agnico Eagle Mines Ltd’s Fosterville Gold Mine and associated exploration

tenements. The Golden Mountain Project is an intrusion -related gold project on the edge of the

Strathbogie granite and occurs at the northern end of the Walhalla Gold Belt. The acquired projects

include the epizonal gold Providence Project containing the Reedy Creek goldfield which adjoins the

Southern Cross Gold’s (ASX:SXG) Sunday Creek exploration project and a large group of recently

consolidated granted tenements called the Walhalla Gold Belt Project, which contain a variety of

epizonal and intrusion related style gold mineralization. Additionally, Great Pacific Gold has another

gold-focused project called the Moormbool project which has epizonal style gold mineralization and

associated potential intrusion-related gold mineralization, as well as the Beechworth Project occurs

in the northeast of the state and contains intrusion related and mesozonal gold mineralization.

All GPAC’s properties in Australia are 100% owned and have had historical gold production from

hard rock sources despite limited modern exploration and drilling.

Qualified Person

The technical content of this news release has been reviewed, verified and approved by Chris Muller,

PGeo, a director of GPAC, a Qualified Person under the meaning of National Instrument 43 -101 –

Standards of Disclosure for Mineral Projects . Mr. Muller is responsible for the technical content of

this news release.

On behalf of GPAC

Bryan Slusarchuk

Chief Executive Officer and Director

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 sta tements 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 lim ited 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 th e

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.

For further information: Adam Ross, Investor Relations, Direct: (604) 229 -9445, Toll Free: 1(833)

923-3334, Email: [email protected]