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Great Pacific Gold Corp. Proxy Solicitation & Information Statement 2025

Oct 29, 2025

47865_rns_2025-10-29_f893b44a-50de-4b62-ac4f-8a9d3b736051.pdf

Proxy Solicitation & Information Statement

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GREAT PACIFIC GOLD CORP.

NOTICE OF SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Special Meeting (the “Meeting”) of the holders of Class A common shares (“Shareholders”) of Great Pacific Gold Corp. (the “Company”) will be held at Suite 704, 595 Howe Street, Vancouver, British Columbia V6C 2T5, on November 27, 2025, at 11:00 am Vancouver (local time), for the following purposes:

  1. To consider, and if thought fit, approve, with or without amendment, a special resolution (the “Arrangement 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. To consider, and if thought fit, approve, with or without amendment, an ordinary resolution to approve a stock option plan for Walhalla.

  3. 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.

Copies of the Arrangement Resolution, the plan of arrangement, the interim order and notice of hearing for the final order are attached to the management information circular dated October 27, 2025 (the “Circular”) as Schedules A, C, D and E, respectively. Registered Shareholders have a right of dissent in respect of the proposed arrangement and to be paid the fair value of their Class A common shares of the Company. The dissent rights are described in the accompanying Circular and are attached to the Circular as Schedule F. Failure to strictly comply with the required procedures may result in the loss of any right of dissent.

The Board of Directors of the Company has set October 20, 2025, as the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a registered Shareholder, whether or not you intend to attend the Meeting, you are requested to complete, sign, date and return the enclosed form of proxy (a “Proxy”) in accordance with the instructions set out therein and the enclosed management information circular. To be effective, Proxies must be received by: mail or delivery addressed to the Company’s registrar and transfer agent, Odyssey Trust Company, 350 – 409 Granville St, Vancouver, BC V6C 1T2 by mail no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment or postponement thereof, to ensure that your GPAC Shares are voted at the Meeting in accordance with your instructions. In certain circumstances, Proxies may also be deposited with the scrutineers of the Meeting, to the attention of the chair of the Meeting, at or immediately prior to the commencement of the Meeting or any postponement(s) or adjournment(s) thereof.

Non-registered Shareholders who are beneficial owners of Class A common shares registered in the name of a broker, dealer, custodian, nominee or other intermediary should carefully follow the instruction on the form received from their intermediary in respect of voting of shares that they beneficially own to ensure that their shares are voted at the Meeting in accordance with their instructions.

SHAREHOLDERS ARE REMINDED TO CAREFULLY REVIEW THE CIRCULAR BEFORE VOTING.

DATED at Vancouver, British Columbia on October 27, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

“Gregory McCunn”

Gregory McCunn, Chief Executive Officer and Director