Great Pacific Gold Completes Purchase of Tinga Valley Copper & Gold Corp

Great Pacific Gold Corp. ("Great Pacific Gold,” “GPAC,” or the "Company") (TSXV: GPAC) (OTCQX: FSXLF) (Germany: 4TU) is excited to announce the successful completion of the acquisition of Tinga Valley Copper & Gold Corp. (“Tinga”) in accordance with the terms outlined in the amalgamation agreement dated April 12, 2024 (the “Amalgamation Agreement”). The acquisition, conducted through a wholly-owned subsidiary of GPAC, marks a significant milestone for the Company. Tinga, operating through a Papua New Guinea (“PNG”) subsidiary, possesses the Tinga Valley Property, a highly promising copper-gold project located in Papua New Guinea.

Bryan Slusarchuk, Chief Executive Officer of GPAC, remarks, “With the successful acquisition of the Tinga Valley Property, GPAC significantly expands its land holdings in a country renowned for hosting some of the globe's significant copper and gold deposits. Backed by a robust treasury, local expertise, and a skilled technical team, we are strategically positioned to progress on various projects within PNG.”

The Tinga Valley Property is primed for drilling, showcasing well-defined high-grade copper-gold porphyry and associated skarn exploration targets. Previous exploration efforts have revealed the presence of an epithermal overprint, alongside promising indications of substantial project scale, with numerous porphyry bodies dispersed along an extensive alteration halo spanning a 2.5km x 1.5km area. Notably, the Ok Tedi Copper Gold Mine, situated 140 kilometers to the northwest along the same geological belt, serves as a compelling geological analogue to the Tinga Valley Property.

Transaction Terms:

In accordance with the Amalgamation Agreement, as consideration for Tinga:

• Tinga's shareholders (the “Tinga Shareholders”) were issued 12,500,000 common shares of GPAC (the “Common Shares”), with each Tinga Shareholder receiving one (1) Common Share for each Tinga Share held.

• The Common Shares allocated to the Tinga Shareholders are subject to voluntary resale restrictions. Specifically, 33.3% of the Common Shares will be restricted from resale for a period of four (4) months following the acquisition's closing (“Closing”). Subsequently, another 33.3% of the Common Shares will be subject to resale restrictions for an additional eight (8) months following Closing, while the remaining 33.4% will be restricted from resale for a period of twelve (12) months following Closing.

Clarus Securities Inc. (“Clarus”) was engaged as the Financial Advisor to GPAC for this transaction. In recognition of Clarus’ services, GPAC issued 600,000 common shares to Clarus.

The Acquisition represents an arm’s length transaction between GPAC and Tinga. No new insiders were appointed or established as a consequence of this transaction.