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Great Pacific Gold Corp. Proxy Solicitation & Information Statement 2025

Oct 29, 2025

47865_rns_2025-10-29_964a9bf2-8885-459c-933c-1d524f7631c5.pdf

Proxy Solicitation & Information Statement

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O

ODYSSEY

United Kingdom Building

350 – 409 Granville Street

Vancouver BC V6C 1T2

GREAT PACIFIC GOLD CORP.

Voting Instruction Form ("VIF") – Special Meeting to be held on November 27, 2025

Appointment of Appointee

I/We being the undersigned holder(s) of Great Pacific Gold Corp. hereby appoint Gregory McCunn, Chief Executive Officer and Director of the Company, or failing this person, Charles Hethey, Director of the Company, or failing this person, Alex Heath, Chief Financial Officer of the Company, or failing this person, Robert McMorran, Director of the Company.

PR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

OR

as my/our appointee with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Special Meeting of Great Pacific Gold Corp. to be held at Suite 704, 595 Howe Street, Vancouver, British Columbia at 11:00 a.m. (Vancouver, British Columbia time) or at any adjournment thereof.

  1. Arrangement Resolution. To consider, and if thought fit, approve, with or without amendment, a special resolution, the full text of which is attached as Schedule A to the Circular for a statutory arrangement under section 288 of the Business Corporations Act (British Columbia) which involves, among other things, the distribution of common shares of Walhalla Gold Corp. ("Walhalla") to shareholders of the Company on the basis of one Walhalla common share for each common share of the Company held, all as more particularly described in the Circular.

  2. Stock Option Plan. To consider, and if thought fit, approve, with or without amendment, an ordinary resolution to approve a stock option plan for Walhalla.

  3. Other Business. To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof. Management is not currently aware of any other matters that could come before the Meeting.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management.

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Signature(s):

Date

MM / DD / YY

Annual Financial Statements – Check the box to the right if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

DN:


INSTEAD OF MAILING THIS VIF, YOU MAY SUBMIT YOUR VIF USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This VIF is solicited by and on behalf of Management.

VIFs must be received by 11:00 a.m. (Vancouver, British Columbia time), on November 25, 2025.

Notes to VIF

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.
  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this VIF in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.
  3. This VIF should be signed in the exact manner as the name appears on the VIF.
  4. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
  5. The securities represented by this VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.
  6. The securities represented by this VIF will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
  7. This VIF confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
  8. This VIF should be read in conjunction with the accompanying documentation provided by Management.

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To Vote Your VIF Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.