DG:CC - Dixie Gold Inc. - Disclosure Update (2) to Previously Announced Takeover Transaction
(TheNewswire)
Vancouver, British Columbia - TheNewswire - January 22, 2024 - Dixie Gold Inc. (TSXV:DG) (“ Dixie Gold ” or the“ Corporation” ) today provides an event-related disclosure update to itspreviously announced transaction (the “Takeover Transaction”) withASX-listed Omnia Metals Group Ltd. (“Omnia”)(see also newsreleases, Dixie Gold Inc. Announces Friendly-Takeover by Omnia MetalsGroup Ltd. dated October 27, 2023, and, Dixie Gold Inc. - DisclosureUpdate to Previously Announced Takeover Transaction dated December 28,2023).
Based on continuing mutual effort by the parties toadvance the Takeover Transaction towards an intended completion, theCorporation has entered into a second amending letter (the “SecondAmending Letter”) with Omnia dated today, January 22, 2024, wherebythe parties have increased the duration of the exclusivity period byan additional four (4) week period (the “Exclusivity Period SecondExtension”)(see also the Corporation’s aforementioned newsreleases of October 27, 2023 and December 28, 2023). The ExclusivityPeriod Second Extension is expected to allow the parties, among otherpractical and ordinary-course attributes, to continue to work oncustomary matters that remain outstanding or incomplete and as mayotherwise relate to the Takeover Transaction and the parties’forward-looking intention to pursue completion of the same on theterms previously announced. There was no cash consideration paid tothe Corporation by Omnia in relation to the Exclusivity Period SecondExtension.
The Takeover Transaction remains subject to variousconditions that are customary and/or necessary in transaction mattersof this kind including, without limitation, receipt of all necessaryregulatory approvals, shareholder approvals, the entering into of anarrangement agreement and/or definitive documentation and courtapproval(s), and further, the various risks and uncertaintiestherewith related.
The Corporation continues to work diligently with Omniahaving an objective to consummate the Takeover Transaction during thefirst half of 2024, subject to, without limitation, meeting allnecessary preconditions and receiving all necessary approvals.
Further materials and details related to the TakeoverTransaction shall be forthcoming to shareholders in the anticipatedordinary course, or, if applicable, as/when pertinent developmentslike those outlined above occur.
About Dixie GoldInc.
Dixie Gold Inc. (TSXV: DG) is a publicly traded companyholding a portfolio of exploration projects in Canada.
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,", “intention” "estimate,""target," "project," "should,""could," "would," "may,""will," "forecast" and other similar expressionsare intended to identify forward-looking statements. Theseforward-looking statements generally include statements that arepredictive in nature and depend upon or refer to future events orconditions, including, but not limited to statements related to theCorporation’s business in general, the ability to complete theTakeover Transaction, including, without limitation, approvalsnecessary by both the Corporation and Omnia, the entering into ofdocumentation necessary to effectuate and/or otherwise progress theTakeover Transaction as well as, but not limited to, the timing ofand/or completion of the transactions contemplated by an arrangementagreement between the Corporation and Omnia, including the parties'ability, independently or otherwise, to satisfy the conditions orapprovals to the consummation of the transaction and/or thepossibility of further time period extensions (e.g. the ExclusivityPeriod Second Extension) or any termination of the agreement or theTakeover Transaction.
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.
T: 604.687.2038
E. info@dixiegold.ca
W. www.dixiegold.ca
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