20:37:50 EDT Wed 08 May 2024
Enter Symbol
or Name
USA
CA



Pacton Gold Inc (2)
Symbol PAC
Shares Issued 54,497,310
Close 2023-06-15 C$ 0.13
Market Cap C$ 7,084,650
Recent Sedar Documents

Trillium Gold completes Pacton Gold acquisition

2023-06-19 07:33 ET - News Release

See News Release (C-TGM) Trillium Gold Mines Inc

Mr. Russell Starr of Trillium reports

TRILLIUM GOLD MINES COMPLETES PLAN OF ARRANGEMENT TO ACQUIRE PACTON GOLD

Trillium Gold Mines Inc. and Pacton Gold Inc. have completed the previously announced plan of 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 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 per cent and 47 per cent, 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. 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.

Trillium and Pacton expect the Pacton shares to be delisted from the TSX Venture Exchange 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.

Payment of success-based compensation to Haywood

Prior to the completion of the arrangement, Pacton issued 405,034 Pacton shares to Haywood Securities Inc., along with a cash fee (together with the compensation shares, the compensation), for acting as financial adviser to Pacton in connection with the arrangement. Payment of the compensation was made in accordance with TSX Venture Exchange Policy 4.3 -- Shares for Debt and approved by the TSX-V.

Advisers and legal counsel

Red Cloud Securities Inc. acted as Trillium's financial adviser and Haywood Securities Inc. acted as Pacton's financial adviser.

Fasken Martineau DuMoulin LLP acted as legal counsel to Trillium and Cozen O'Connor LLP acted as legal counsel to Pacton.

About Trillium Gold Mines Inc.

Trillium Gold Mines is a growth-focused company engaged in the business of acquisition, exploration and development of mineral properties located in the Red Lake mining district of Northern Ontario. As part of its regional-scale consolidation strategy, the company has assembled one of the largest prospective land packages in and around the Red Lake mining district in proximity to major mines and deposits, as well as along the Confederation Lake and Birch-Uchi greenstone belts.

The closing of the acquisition of Pacton Gold extends Trillium's ownership in Red Lake to over 89,600 hectares of prospective and diversified exploration properties with significant potential for gold and critical minerals on trend with the major structures hosting known gold occurrences in the Red Lake mining district today. A portfolio of prospective projects in Western Australia has also been acquired.

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