Announcement • Jun 20

+ 1 more update

Trillium Gold Mines Inc. (TSXV:TGM) completed the acquisition of Pacton Gold Inc. (TSXV:PAC) from Sprott Asset Management LP, Ninepoint and Others.

Trillium Gold Mines Inc. (TSXV:TGM) entered into an arrangement agreement to acquire Pacton Gold Inc. (TSXV:PAC) from Sprott Asset Management LP, Ninepoint and Others for CAD 7.9 million on March 15, 2023. Under the terms of the Agreement, Trillium and Pacton will merge on an at-market basis, with each common shareholder of Pacton (each, a “Pacton Shareholder”) entitled to receive 1.275 common shares of Trillium (each whole such common share, a “Trillium Share”) in exchange for each Pacton common share held (each, a “Pacton Share”). Upon completion of the Transaction, existing Trillium and Pacton shareholders will own 53% and 47%, respectively, of the combined company. It is intended that, upon the closing of the Transaction, the Board of Directors of the combined company will consist of six members, of which two members shall be selected by Pacton and four members shall be selected by Trillium. Pacton shall pay a termination fee of CAD 250,000 to Trillium.The transaction is subject to Pacton and Trillium shareholder approval and court approvals, the Transaction is subject to applicable regulatory approvals including approval of the TSX Venture Exchange (“TSX-V”), all members of the Pacton Board and senior management of Pacton shall have delivered a written resignation effective as of the Effective Time and the satisfaction of certain other closing conditions. Special meeting of Pacton shareholders expected to be held in the second quarter of 2023. The Board of Directors of Pacton and Trillium has unanimously approved the proposed Transaction. As of June 2, 2023, the transaction has been approved by the shareholders of Pacton. Pacton will be seeking a final order from the Supreme Court of British Columbia with respect to the Arrangement on June 6, 2023. As of June 8, 2023, Both parties are pleased to announce the Supreme Court of British Columbia has issued a final order approving the announced plan of arrangement. The transaction is expected to close by mid-June 2023. Red Cloud Securities Inc. is acting as financial advisor to Trillium and its Board of Directors. Florind Polo of Fasken Martineau DuMoulin LLP is acting as legal counsel to Trillium. Haywood Securities Inc. is acting as financial advisor and fairness opinion provider to Pacton and its Board of Directors. Lucy Schilling of Cozen O’Connor LLP is acting as legal counsel to Pacton. Computershare Trust Company of Canada acted as depository bank to Pacton. Trillium intends to issue 868,551 common shares (the “Compensation Shares”) in the capital of Trillium to Red Cloud Securities along with a cash fee for acting as financial advisor to Trillium in connection with the Arrangement. Trillium Gold Mines Inc. (TSXV:TGM) completed the acquisition of Pacton Gold Inc. (TSXV:PAC) from Sprott Asset Management LP, Ninepoint and Others on June 19, 2023. 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. 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. Prior to the completion of the Arrangement, Pacton issued 405,034 Pacton Shares (the “Compensation Shares”) to Haywood Securities along with a cash fee for acting as financial advisor to Pacton in connection with the Arrangement.

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