Trillium Gold Mines Completes Plan of Arrangement to Acquire Pacton Gold

VANCOUVER, British Columbia, June 19, 2023 (GLOBE NEWSWIRE) -- Trillium Gold Mines Inc. (TSXV: TGM, OTCQX: TGLDF, FRA: 0702) (“Trillium”) and Pacton Gold Inc. (TSXV: PAC, OTC: PACXF, FSE: 2NKM) (“Pacton”) are pleased to announce the completion today of the previously announced plan of arrangement (the “Arrangement”) under section 288 of the Business Corporations Act (British Columbia), resulting in Pacton becoming a wholly-owned subsidiary of Trillium.

The Arrangement was approved at a special meeting of shareholders of Pacton held on June 2, 2023 followed by the issuance of the final order approving the Arrangement from the Supreme Court of British Columbia on June 6, 2023.

Pursuant to the Arrangement, each former holder of Pacton common shares (each, a “Pacton Share”) is entitled to receive 1.275 common shares of Trillium (each such whole common share, a “Trillium Share”) in exchange for each Pacton Share held. Upon completion of the Arrangement, existing Trillium and Pacton shareholders will own 53% and 47%, respectively, of the combined company.

In addition, all outstanding stock options of Pacton were exchanged for stock options to acquire up to an aggregate of 2,198,737 Trillium Shares. All outstanding warrants of Pacton remain in effect, but are now exercisable to acquire 42,075 Trillium Shares. Prior to the completion of the Arrangement, Trillium did not own any Pacton securities.

Further details of the Arrangement are set out in Pacton’s management information circular dated May 2, 2023 (the “Circular”). Registered Pacton shareholders should send their completed and executed letters of transmittal and certificates representing their Pacton Shares to the depositary for the Arrangement, Computershare Investor Services Inc., in accordance with the instructions contained in the letter of transmittal as soon as possible in order to receive the Trillium Shares to which they are entitled pursuant to the Arrangement. A copy of the Circular and the letter of transmittal can be found under Pacton’s profile on SEDAR at www.sedar.com.

Trillium and Pacton expect the Pacton Shares to be delisted from the TSX Venture Exchange (“TSXV”) in the near term. Trillium will also apply for Pacton to cease to be a reporting issuer under applicable Canadian securities laws.

Changes to Board of Directors of Trillium

In conjunction with the Arrangement, Nav Dhaliwal (former Interim Chief Executive Officer, Interim President and a director of Pacton) and Dale Ginn (former Executive Chairman and a director of Pacton) have been appointed to the board of directors of Trillium. Luke Norman has resigned from his position as Chairman of the board of directors of Trillium.