Great Pacific Gold Corp Completes Walhalla Gold Spin‑Out

Great Pacific Gold Corp (TSXV: GPAC) has announced the closing of its Plan of Arrangement that effected the spin‑out of Walhalla Gold Corp. The transaction, finalized on 12 December 2025, sees every holder of Great Pacific’s Class A shares receive one common share of Walhalla and one new GPAC share, effectively converting the existing holdings into a dual‑ownership structure.

Mechanics of the Spin‑Out

  • Share Distribution: Each Class A share is replaced by a 1:1 exchange – one common share of Walhalla and one newly issued GPAC share.
  • Cancellation of Class A Shares: The original Class A shares are cancelled, ending the previous share structure.
  • Shareholder Status: Existing shareholders transition to shareholders of Walhalla while retaining an interest in GPAC through the newly issued shares.
  • Regulatory Update: Walhalla now reports under British Columbia regulations, broadening its disclosure obligations.

Strategic Rationale

Great Pacific’s core assets remain its Canadian mining services portfolio. The spin‑out liberates the Australian Walhalla Gold Project, allowing each entity to focus on distinct geographic and operational mandates:

  • Great Pacific Gold Corp can concentrate on mining services within Canada, leveraging its established market presence and service contracts.
  • Walhalla Gold Corp gains independence to develop its Victoria, Australia project without the operational burden of the Canadian service arm.

This separation is designed to unlock value for shareholders by clarifying each company’s business model and enabling targeted capital allocation.

Financial Implications

While the immediate cash impact of the spin‑out is negligible, the structural change has several financial consequences:

  • Market Capitalization: GPAC’s market cap remains approximately CAD 83 million post‑transaction, but the addition of Walhalla shares may alter liquidity and valuation dynamics.
  • Earnings Metrics: GPAC’s price‑earnings ratio currently stands at –4.94, reflecting its status as a service company rather than a producer. The spin‑out should not materially alter this metric, but the creation of a separate gold‑producing entity could provide a more conventional earnings profile for Walhalla.
  • Share Dilution: The issuance of new GPAC shares dilutes existing holdings proportionally but is offset by the cancellation of Class A shares.

Market Reaction

The stock closed at CAD 0.50 on 11 December 2025, within a 52‑week range of CAD 0.25 to CAD 0.69. Analysts anticipate a muted short‑term response due to the structural nature of the deal, but the long‑term market will likely reassess each company’s valuation based on its distinct asset base and geographic exposure.

Conclusion

Great Pacific Gold Corp’s completion of the Walhalla Gold spin‑out represents a decisive move to segregate service operations from gold production. By granting shareholders direct stakes in both entities, the company aims to streamline operations, enhance transparency, and position each entity for focused growth. Investors will now monitor how each company capitalizes on its respective market opportunities and whether the separation translates into measurable value creation.