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Great Pacific Gold Corp. Capital/Financing Update 2026

Apr 6, 2026

47865_rns_2026-04-06_799face4-bd92-4440-9c30-5dc88366696a.pdf

Capital/Financing Update

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FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Great Pacific Gold Corp.
Suite 1020, 800 West Pender Street
Vancouver, BC V6C 2V6

(the "Company" or "Great Pacific")

Item 2. Date of Material Change

April 2, 2026.

Item 3. News Release

The news release was issued on April 2, 2026 and disseminated by Newsfile Corp.

Item 4. Summary of Material Change

The Company announced the closing of its previously announced upsized public offering of 42,600,000 units of the Company at a price of $0.47 per unit for aggregate gross proceeds to the Company of $20,022,000.

Item 5. Full Description of Material Change

The Company announced the closing of its previously announced upsized public offering (the "Offering") of 42,600,000 units of the Company (the "Units") at a price of $0.47 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of $20,022,000.

The Offering was completed pursuant to an agency agreement dated March 27, 2026 among the Company, Haywood Securities Inc., as lead agent and sole bookrunner, and including Canaccord Genuity Corp., Agentis Capital Markets (First Nations Financial Markets Limited Partnership) and Paradigm Capital Inc. (collectively, the "Agents").

Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one common share of the Company at a price of $0.70 per share until April 2, 2028.

The Offering was conducted by way of a prospectus supplement dated March 27, 2026 (the "Supplement") to the Company's base shelf prospectus dated March 19, 2026 filed in each of the provinces of Canada (excluding Quebec).

The net proceeds from the sale of Units under the Offering will be used to advance Great Pacific Gold's gold-copper projects in Papua New Guinea, as well as for general working capital and corporate purposes, as disclosed in the Supplement.

In connection with the Offering, the Company paid and issued to the Agents in aggregate a cash commission of $1,157,520 and compensation options ("Compensation Options") to purchase up to 2,462,808 common shares of the Company (the "Compensation Option Shares"). Each Compensation Option is exercisable to acquire one Compensation Option Share at the Offering Price until April 2, 2028.


The Units offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.

Item 7. Omitted Information
None.

Item 8. Executive Officer
Greg McCunn
Chief Executive Officer
604.229.9445

Item 9. Date of Report
April 6, 2026.