Pacton Gold : 2023 Special Meeting Materials

TSXV: PAC | OTC: PACXF | FSE: 2NKM

www.pactongold.com

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND

MANAGEMENT INFORMATION CIRCULAR

OF

PACTON GOLD INC.

with respect to a proposed

PLAN OF ARRANGEMENT

involving

PACTON GOLD INC.

and

TRILLIUM GOLD MINES INC.

May 2, 2023

Vote Today.

The Board of Directors of Pacton recommends that

Pacton Shareholders vote FOR the Arrangement Resolutions

These materials are important and require your immediate attention. The Shareholders of Pacton Gold Inc. are required to make important decisions. If you have any doubt as to how to make such decisions, please contact your tax, financial, legal or other professional advisors. Pacton Shareholders that require further assistance may contact Pacton Gold Inc.'s proxy solicitation agent and Shareholder communications advisor, Carson Proxy Advisors Ltd., at:

Carson Proxy Advisors Ltd.

North American Toll-Free:1-800-530-5189

Local (collect outside North America): 416-751-2066

Email: [e-mail]

TSXV: PAC | OTC: PACXF | FSE: 2NKM

www.pactongold.com

LETTER TO SHAREHOLDERS

Dear Shareholders,

This is an exciting time to be a shareholder of Pacton Gold Inc. ("Pacton"). We announced on March 16, 2023, that we had entered into an arrangement agreement whereby Trillium Gold Mines Inc. ("Trillium") would acquire all outstanding common shares ("Pacton Shares") and options of Pacton Gold Inc. ("Pacton") by way of plan of arrangement ("Arrangement"). The combination of Trillium and Pacton establishes a company with a dominant and strategic land position in the prolific Red Lake Mining District, with over 1,260 km2 of property extending across the district. The combined company's property holdings will be larger than major gold producers in the Red Lake Mining District such as Evolution Mining Limited and Kinross Gold Corporation. The companies expect material cost savings and synergies from the consolidation of corporate overheads and exploration programs across this prolific mineral district. Pacton's Red Lake Gold Project is located within 20 km of Trillium's Newman Todd complex and the western portion of its Confederation Belt properties. In addition, Trillium's Leo and Pakwash properties are located immediately south of Pacton's Dixie and Pakwash properties.

The combined company's forward leadership and technical team represents over 150 years of exploration and corporate development experience, with several senior geologists each having decades of exploration expertise in the Red Lake Mining District. The proposed Arrangement will also add two experienced directors from Pacton to Trillium's existing board, increasing board depth and providing continuity for shareholders of Pacton.

The proposed Arrangement will result in a greater combined market capitalization and an expanded institutional investor base. Shareholders of Pacton are also expected to benefit from enhanced trading liquidity and a more robust treasury following completion of the Arrangement.

Benefits of the Arrangement to shareholders of Pacton

• Diversified Holdings: Ownership in a larger, more diversified gold exploration company with substantial exposure to over 89,600 hectares of prospective properties in the Red Lake Mining District.
• Confederation Belt Holdings: Trillium's extensive Confederation Belt property holdings spans over 115 km along favourable structures, which is several times larger than Kinross' LP Fault Zone. In addition to gold targets, these properties have substantial potential to host significant critical metals including copper, nickel, cobalt, lithium, zinc, molybdenum, indium and gallium.
• Newman Todd Project: Trillium's greater Newman Todd Project hosts over 20 high-grade zones and has a sizable historic NI 43-101 resource estimate. More than 31,000 m of drilling over 2020 to 2022 has been completed by Trillium, targeting high-grade veins with comparable widths to historical drilling (>55,000 m up to 2013), on the Newman Todd and Rivard projects, located 26 km from Evolution Mining Limited's Red Lake Operations.
• Advanced Market Position: Enhanced market capitalization in combination with research coverage, a strong institutional and retail investor base, and greater trading liquidity.

Pacton Support Agreement

Certain directors, officers and shareholders of Pacton, together holding or exercising control over approximately 1.8% of the Pacton Shares, have entered into a Pacton Support Agreement pursuant to which they have agreed, among other things, not to sell, transfer or dispose of any Pacton Shares for the time period specified therein, to vote their Pacton Shares in favour of the Arrangement Resolution and to otherwise support the Arrangement.

BOARD RECOMMENDATION

The board of directors of Pacton (the "Board") voted in favor of this Arrangement. As a result, the Board recommends that Pacton shareholders (the "Shareholders") vote in favor of the Arrangement. The Board engaged Haywood Securities Inc. of Vancouver, British Columbia, as financial advisor to Pacton, who has provided a fairness opinion to the Board that, as of March 15, 2023 and subject to the assumptions, explanations, qualifications, and limitations contained therein, the consideration to be received by Shareholders in connection with the Arrangement is fair, from a financial point of view to Shareholders.

CONSIDERATION

Pursuant to the Arrangement, Shareholders will receive 1.275 common shares of Trillium ("Trillium Shares") for each one Pacton Share held. As an example, if you own 1,000 Pacton Shares, you will be entitled to receive 1,275 Trillium Shares on closing of the Arrangement.

THE NEW COMBINED TEAM

On closing of the Arrangement, subject to TSX Venture Exchange approval, the 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. The senior officers of the combined company will be the senior officers of Trillium, consisting of: Russell Starr (President and Chief Executive Officer), Jeffrey O'Neill (Chief Financial Officer) and Donna Yoshimatsu (VP Corporate Development & Investor Relations). The directors and senior management of Pacton shall resign on closing and will be replaced with such board members and senior management as designated by Trillium.

Accompanying this letter is a notice from Pacton calling a special meeting of Shareholders (the "Meeting") to consider the special resolution required to approve the Arrangement. Certain of Pacton's directors, officers and Shareholders have demonstrated their support by agreeing to vote their shares in favor of the Arrangement.

Included with this letter and the Notice of Special Meeting is an information circular (the "Information Circular") setting out extensive information about Pacton and Trillium as well as the combined company that will result from completion of the Arrangement. The Information Circular includes information about the matters to be discussed at the Meeting, as well as detailed instructions regarding your rights as a Shareholder.

QUESTIONS

Shareholders who have questions or require assistance with voting, may contact Pacton's proxy solicitation agent, Carson Proxy Advisors Ltd., toll free at 1-800-530-5189(416-751-2066 local collect outside North America) or by email at [e-mail].

On behalf of the Board, I would like to thank all Shareholders for their ongoing support as we work towards completion of this exciting transaction. We look forward to receiving your support at the Meeting.

Yours very truly,

(signed) "Nav Dhaliwal"

Nav Dhaliwal

Interim President, Interim Chief Executive Officer, and

Director