DG - Dixie Gold Inc. -- Disclosure Update to Previously Announced Takeover Transaction
(TheNewswire)
Vancouver, British Columbia – TheNewswire - December 28, 2023 – 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 news release,Dixie Gold Inc. Announces Friendly-Takeover by Omnia Metals GroupLtd., dated October 27, 2023).
On December 22, 2023, the Corporation was advised byOmnia that Omnia had received response of same date from its listedexchange (the “ASX”), pertaining to ‘ in-principle advice ’ regarding the suitability of Omnia for re-admission toits official list if the Takeover Transaction were to be consummated(the “In-Principle Advice”). The Corporation expects theIn-Principle Advice to allow Omnia to undertake further actions withrespect to progressing the previously announced terms of the TakeoverTransaction involving Omnia and the Corporation. The Corporationnecessarily cautions that the In-Principle Advice is not a guaranteeof re-admission for Omnia, that the In-Principle Advice is subject tocertain conditions and that the In-Principle Advice does notconstitute irrevocable, definitive or final ASX approval as relates tomatters under the Takeover Transaction.
Based on continuing mutual effort by the parties toadvance the Takeover Transaction to its intended completion, theCorporation has entered into an amending letter also dated December22, 2023 (the “Amending Letter”) with Omnia whereby the partieshave increased the duration of the exclusivity period by an additionalfour (4) week period (the “Exclusivity Period Extension”)(see alsothe Corporation’s news release of October 27, 2023). The ExclusivityPeriod Extension, which was entered into subsequent to theIn-Principle Advice being received, is expected to allow the parties,among other practical and ordinary-course attributes, to continue towork on customary matters that remain outstanding or incomplete and asmay otherwise relate to the Takeover Transaction and the parties’intent to pursue completion of the same on the terms previouslyannounced. There was no additional consideration paid by Omnia to theCorporation in relation to the Exclusivity Period Extension. TheCorporation highlights note disclosure from its recent interimfinancial statements (as available on SEDAR+) that the initial upfrontexclusivity fee was received by the Corporation from Omnia asprescribed under the terms of the Takeover Transaction (see also theCorporation’s news release of October 27, 2023).
Following the In-Principle Advice, the Corporation isadvised by Omnia that Omnia is expected, in the near-future, to bedisseminating a news release announcing the transaction on part ofOmnia, the transaction of which was first announced by the Corporation(see news release dated October 27, 2023), the Corporation having beensubject to different disclosure timeline requirements and regulationsthan Omnia. Interested parties may follow announcements by Omniathrough their profile page on the ASX website:
https://www.asx.com.au/markets/company/om1
To the best knowledge of the Corporation, Omnia is toremain under regulatory halt, as first requested by Omnia, and furtherto the best knowledge of the Corporation is expected to remain undersuch halt condition in the full period leading to one form of finalityor another as relates to the Takeover Transaction, and their potentialresumption/re-admission, as circumstances apply, thereafter.
Subject to all necessary approvals, and as previouslydisclosed (see news release dated October 27, 2023), it is anticipatedthat the Takeover Transaction would be implemented through a plan ofarrangement under provisions of the Business Corporations Act (British Columbia) whereby the Corporation would, if thematter is successfully completed, become a wholly owned subsidiary ofOmnia.
The Corporation continues to work diligently with Omniahaving an objective to consummate the Takeover Transaction, subject toall necessary approvals, during the first half of 2024. TheCorporation is supportive of any funding pursuits that Omnia may electto undertake to advance their corporate standing, inclusive of fundsthat Omnia may pursue to satisfy the cash consideration component ofthe Takeover Transaction.
The Takeover Transaction remains subject to variousconditions customary in transaction matters of this kind including,without limitation, receipt of all necessary regulatory approvals,shareholder approvals, court approval(s) and the entering into of anarrangement agreement.
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.
Subject to certain precondition(s), the Corporationpresently expects to call a shareholder meeting to seek itsshareholder approval for the Takeover Transaction during the firstquarter of 2024.
The Corporation wishes to extend its appreciation tothe management, directors and advisors of Omnia for their work to-datepertaining to the Takeover Transaction.
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 Takeover Transaction, includingapprovals necessary by both the Corporation andOmnia, and the timing of completion of the transactions contemplatedby an arrangement agreement between the Corporation and Omnia,including the parties' ability to satisfy the conditions or approvalsto the consummation of the transaction and/or the possibility offurther time period extensions (e.g. the Exclusivity Period Extension)or any termination of the agreement.
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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