DG:CC - Dixie Gold Inc. Announces Friendly-Takeover by Omnia Metals Group Ltd.
(TheNewswire)
Vancouver, British Columbia – TheNewswire - October 27, 2023 – Dixie Gold Inc. (TSXV:DG) (“ Dixie Gold ” or the“ Corporation” ) is pleased to announce that it has entered into anagreement (the “Agreement”) whereby it is contemplated that DixieGold will be acquired (the “Takeover Transaction”) by ASX-listedissuer Omnia Metals Group Ltd. (“Omnia”).
Under the negotiated Agreement, Omnia made bindingterms to acquire 100% of the issued and outstanding common shares ofDixie Gold in exchange for 166,666,667 common shares of Omnia and afurther C$3 million cash component (the “Consideration”).
“ We arepleased to announce this transaction and its premium. Under MarkConnelly’s leadership, the team at Omnia have a demonstrated trackrecord of being able to add material market value to compelling assetbases. The substantial premium expected to be achieved for Dixie Goldshareholders through today’s announcement reflects arms-lengthmarket-confidence in the high-quality portfolio that we have patientlybuilt over time, including our gold and lithium projects. Importantlyfor shareholders, that significant premium would be allocated withinDixie Gold’s tight share structure, with shareholders under anapproved and completed transaction expected to receive per share cashconsideration greater than the last traded price of theCorporation’s listed security as well as a considerable equitycomponent to further benefit and participate in the growth of Omnia ona pro-forma basis. The management and board of Dixie Gold extends itsappreciation to our long-standing shareholders, and I look forward tosupporting today’s announcement ,” statedRyan Kalt, Chief Executive Officer of Dixie Gold.
For illustrative and informational purposes, theConsideration of the Takeover Transaction represents a premiumestimated to be in excess of 600% to the last traded market price ofDixie Gold, which was C$0.09 on October 24, 2023 (as furthercalculated by the total cash consideration and equity component usingOmnia’s last traded price (AUD$0.078) on its home exchange with anAUD/CAD exchange rate of 0.8649 denominated by the outstanding capitalof Dixie Gold).
Subject to all necessary approvals, it is anticipatedthat the Takeover Transaction contemplated under the Agreement wouldbe implemented through a plan of arrangement under provisions of the Business CorporationsAct (British Columbia) whereby Dixie Gold would,if the matter is successfully completed, become a wholly ownedsubsidiary of Omnia. Upon successful completion of the TakeoverTransaction, the Consideration is expected to be received by DixieGold shareholders, with rounding to the nearest whole share if and asapplicable. In addition to its proposed acquisition of theCorporation’s 25,737,188 common shares outstanding, the Agreementincludes provision for Omnia to acquire the Corporation’s 325,000outstanding stock options. The Corporation has no warrantsoutstanding.
Under the Agreement, Omnia will pay Dixie Gold aC$300,000 fee (the “Exclusivity Fee”) for entering into anexclusivity period and providing certain due diligence (the“Exclusivity Period”) related to the Agreement and the TakeoverTransaction, unrestricted funds of which the Corporation intends touse for legal fees, professional fees, shareholder meeting costs andother expenses anticipated under the Agreement and its relatedTakeover Transaction, as well as for working capital purposes. Furtherto the Exclusivity Period, the Corporation has agreed to certaingeneral and customary non-circumvention provisions (the “Non-SolicitProvisions”). In accordance with the preservation of fiduciary dutyby the Corporation, a superior bid provision isprovided for within the Agreement, which if it, or another definedbreach under the Agreement, is triggered or is otherwise demonstrated,would result in the Corporation having obligation to Omnia of anamount equal to the Exclusivity Fee.
The Agreement, which was dated October 24, 2023, wasduly approved by the independent directors of the Corporation and theTakeover Transaction is subject to various conditions customary intransaction matters of this kind including, as applicable but withoutlimitation, receipt of all necessary regulatory approvals, shareholderapprovals, court approval(s) and the entering into of an arrangementagreement. Customary approvals are also required on part of Omnia.There are no finders’ fees payable under the Agreement nor under theTakeover Transaction.
Further material and details, inclusive of processtiming, shall be forthcoming to shareholders in due and ordinarycourse.
Information related to the transaction will bedisseminated on part of Omnia at the appropriate juncture, and at thattime may be found by interested parties through the ASX website(asx.com.au), where Omnia is listed under ticker symbol OM1. Tradingin the securities of Omnia have been placed under a regulatory halt,as requested by Omnia, and as further connected to matters generallydescribed herein.
About Dixie GoldInc.
Dixie Gold Inc. (TSXV: DG) is a publicly tradedexploration company holding a portfolio of exploration projects inCanada.
For more information, please visit www.dixiegold.ca
Signed,
Ryan Kalt
Chief Executive Officer
Dixie Gold Inc.
Forward-Looking Statements
This press release contains forward-looking statementswithin the meaning of Canadian securities laws. Some of theforward-looking statements can be identified by the use offorward-looking words. Statements that are not historical in nature,including the words "anticipate," "expect,""suggest," "plan," "believe,""intend," "estimate," "target,""project," "should," "could,""would," "may," "will,""forecast" and other similar expressions are intended toidentify forward-looking statements. These forward-looking statementsgenerally include statements that are predictive in nature and dependupon or refer to future events or conditions, including, but notlimited to statements related to the Corporation’s business ingeneral, the ability to complete the Transaction, including approvalsnecessary by both the Corporation and Omnia, and the timing ofcompletion of the transactions contemplated by an arrangementagreement between the Corporation and Omnia, including the parties'ability to satisfy the conditions or approvals to the consummation ofthe transaction and the possibility of any termination of theagreement.
These statements are "forward-looking"because they are based on our current expectations about the marketswe operate in, transactions contemplated but not yet completed and onvarious estimates and assumptions. Actual events or results may differmaterially from those anticipated in these forward-looking statementsif known or unknown risks affect our business and transactions(including but not limited to those contemplated by the Agreement andthe Takeover Transaction), or if our estimates or assumptions turn outto be inaccurate. Among the factors that could cause actual results todiffer materially from those described or projected herein include,but are not limited to, risks associated with: uncertainties withrespect to the timing of the transaction; the risk that competingoffers or acquisition proposals may be made; the possibility thatvarious conditions to the consummation of the offer may not besatisfied or waived, including that a regulatory entity may prohibit,delay or refuse to grant approval for the consummation of thetransaction at all or on acceptable terms or within expected timing;litigation risks, indemnification and liability. As a result, wecannot guarantee that any given forward-looking statement willmaterialize. Investors are cautioned not to place undue reliance onthese forward-looking statements and estimates, which speak only as ofthe date hereof. We assume no obligation to update any forward-lookingstatement contained in this press release even if new informationbecomes available, because of future events or for any other reason,unless required by applicable securities laws and regulations.
No Offer or Solicitation
This communication is not a proxy statement orsolicitation of a proxy, consent or authorization with respect to thetransaction and is not intended to and shall not constitute an offerto sell or the solicitation of an offer to sell or the solicitation ofan offer to buy any securities or a solicitation of any vote orapproval, nor shall there be any sale of securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful prior to registration or qualification under the securitieslaws of any such jurisdiction
Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of thisrelease.
Contact Info:
Ryan Kalt
Chief Executive Officer
Dixie Gold Inc.
E. info@dixiegold.ca
Copyright (c) 2023 TheNewswire - All rights reserved.