Great Pacific Gold Completes Sale Of Reedy Creek And Providence Projects

(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - April 16, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: FSXLF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company"), is pleased to announce that it has completed the sale of its Reedy Creek and Providence Projects in Australia, comprising Exploration Licences 7052 and 7046 (collectively, the "Property"), to Golden Cross Resources Inc. (formerly, Zincore Metals Inc.) ("Golden Cross"), pursuant to the share purchase agreement dated December 3, 2024, as amended on April 10, 2025 (the "Share Purchase Agreement"), among the Company, Golden Cross and 1513609 B.C. Ltd. ("BC Subco") (the "Transaction").

The Transaction was completed through Golden Cross' acquisition from the Company of all of the issued and outstanding shares of BC Subco, which is the sole shareholder of Providence Gold Pty Ltd ("Providence"), which in turn holds the interest in the Property.

In consideration for the sale of the Property:

• Golden Cross paid an aggregate of $1,000,000 in cash to the Company, of which:

• $500,000 was previously paid as a deposit (the "Deposit") within five (5) business days of the entry into the Share Purchase Agreement; and
• $500,000 was paid on closing of the Transaction ("Closing");

• Golden Cross issued 6,000,000 common shares of Golden Cross (the "Golden Cross Shares") to the Company on Closing, of which:

• 800,000 Golden Cross Shares will not be subject to voluntary resale restrictions;
• 1,600,000 Golden Cross Shares will be subject to voluntary resale restrictions, such that 400,000 Golden Cross Shares will be released every one (1) month following Closing; and
• 3,600,000 Golden Cross Shares will be subject to voluntary resale restrictions, such that 600,000 Golden Cross Shares will be released every six (6) months following Closing;

• Currawong Resources Pty Ltd ("Currawong"), a wholly owned subsidiary of the Company, has the right to receive from Providence post-Closing payments of up to an aggregate of $3,000,000, such right being assignable by Currawong, as follows:

• $1,000,000, in the event a technical report is published in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects which establishes on any portion of the Property a mineral resource in any combination of a measured, indicated, inferred resource, of at least 1,000,000 ounces of gold and/or gold equivalent prepared in accordance with the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM, as amended; and
• $2,000,000, in the event of commercial production of gold ore or concentrate on any portion of Property.

No finder's fees was paid by the Company in connection with the Transaction.

Certain directors and officers of the Company (the "Insiders") subscribed for securities in the amount of $65,000 in the entity that paid the Deposit ("Fundco") and, following Fundco's acquisition by Golden Cross, the Insiders received securities of Golden Cross in exchange for such securities of Fundco. As such, the Insiders' participation in the Transaction is considered a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirement to obtain a formal valuation and minority shareholder approval in connection with the Insiders' participation in the Transaction in reliance of Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that their participation in the Transaction does not exceed 25% of the fair market value of the Company's market capitalization.

On behalf of Great Pacific Gold:
Greg McCunn
Chief Executive Officer and Director

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