Great Pacific Gold to sell Reedy Creek for $1 million Cash on Closing, $3 million Cash on Milestones and 6 million Shares of Canadian Issuer
TSXV:GPAC
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Great Pacific Gold to sell Reedy Creek for $1 million Cash on Closing, $3 million
Cash on Milestones and 6 million Shares of Canadian Issuer
December 3, 2024, Vancouver, BC Canada. Great Pacific Gold Corp. ("Great Pacific Gold,” “GPAC,” or the
"Company") (TSXV: GPAC) (OTCQX: FSXLF) (Germany: V3H) announces that it has entered into a definitive
agreement dated December 3, 2024 (the “Agreement”) with Zincore Metals Corp . (“Zincore”) for the
purchase and sale of the Company’s non -core Reedy Creek and Providence tenements (the “Project”) in
Victoria, Australia (the “Transaction”). All dollar figures are Canadian Dollars unless otherwise stated.
Highlights
• Sale of EL 7052 and EL 7046, Reedy Creek and Providence tenements, to Zincore
• Great Pacific Gold to receive:
o $500,000 cash within 5 days of signing the Agreement (Dec 5, 2024);
o $500,000 cash on closing of the Transaction (“Closing”) (expected by Apr 1, 2025);
o 6 million shares in Zincore on Closing (expected by Apr 1, 2025);
o $1,000,000 cash on publishing of a NI 43-101 resource estimate with greater than one
million ounces of gold and/or gold equivalent in Measured, Indicated and Inferred
Resources, and
o $2,000,000 cash on commercial production of gold dore or concentrate from the
tenements.
“The divestiture of Reedy Creek is In line with our strategy to focus our financial and technical efforts on
our core projects including the Kesar and Wild Dog Projects in Papua New Guinea,” stated Greg McCunn,
CEO of Great Pacific Gold. “ The near-term cash infusion of $1 million provides non- dilutive financing for
our 2025 exploration programs and we are pleased to transition Reedy Creek t o a team of experienced
company builders with a strong exploration crew in Victoria. Additionally, our 10% share holding in Zincore
ensures we retain exposure to this prospective land package immediately north of Southern Cross’s Sunday
Creek Project.
As we finalize the Reedy Creek divestment, we will continue to evaluate opportunities to monetize our
other non-core assets in Australia.”
The Transaction is structured in the form of a share purchase of a newly created subsidiary holding the
rights to the Project. The Agreement contain s customary representations, warranties, covenants ,
indemnifications and conditions by Company and Zincore.
The Zincore Shares issued to Great Pacific in connection with the Transaction will be issued in a manner
t
hat is exempt from applicable prospectus and registration requirements. The Company has agreed to
voluntary resale restrictions on the Zincore shares.
The Transaction remains subject to the TSX Venture Exchange acceptance.
Certain officers of the Company will be subscribing for shares in the entity (“Fundco”) paying the deposit
to the Company. Due to insider participation in Fundco, the transaction is considered a related party
transaction, and subject to Mulitateral Instru ment 61 -101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and
minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on
the basis that the transaction will not exceed 25% of the fair market value of the Co mpany’s market
capitalization.
On behalf of Great Pacific Gold:
Greg McCunn
Chief Executive Officer and Director
For further information visit gpacgold.com or contact:
Investor Relations
Direct: (604) 229-9445
Toll Free: 1(833) 923-3334
Email: [email protected]
About Great Pacific Gold
Great Pacific Gold has a portfolio of exploration stage projects in Papua New Guinea (“PNG”) and Australia.
The Company is focused on developing gold-copper resources from its highly prospective land packages.
Its core projects include:
• Kesar – located in the Eastern Highlands province of PNG and contiguous with K92 Mining’s mine
tenements, Kesar 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 of key K92 deposits such as Kora. Exploration work to date by GPAC at
Kesar has shown that these veins have high grades of gold present in outcrop and very elevated
gold in soil grades, coincident with aeromagnetic highs.
• Arau – located in 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 results pending. The Arau project includes the Elandora licence which also
contains various epithermal and copper-gold porphyry targets.
• Wild Dog – located in the East New Britain province of PNG, Wild Dog is a brownfield exploration
project with a history of small-scale gold mining. The 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 access to the project has been
established for baseline environmental and exploration work.
• Lauriston – located in the state of Victoria, Australia, the Lauriston project is located on the
southern extension of the Fosterville Goldfield Belt and is adjacent to Agnico Eagle’s extensive
Fosterville tenements and mine operations. Lauriston contains the Comet-Trojan target, a 4.5km
long epizonal orogenic system. The discovery hole at Comet intersected 8m at 105 g/t gold and a
follow-up drilling program was completed in Q3 2024. The Company is consolidating its
information on the Lauriston project and expects to publish an NI 43 -101 compliant technical
report.
• Walhalla – located in the state of Victoria, Australia, the Walhalla project consists of over
1,400km2 of concessions including the numerous historical mining operations and the recently
acquired Woods Point land package. The Company is consolidating its information on the
Walhalla project and expects to publish an NI 43 -101 compliant technical report. W alhalla
contains a high- priority greenfield target called Pinnacles. Extensive soil geochemistry has
highlighted a 400m x 1,100m gold mineralized aplitic dyke which contains disseminated sulphides
and outcrops at surface. The Pinnacles target is fully permitted and ready for drilling.
The Company also holds a number of other exploration projects including the Tinga Valley Project in Papua
New Guinea.
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 ability to close the sale of Reedy Creek to Zincore , 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.