DG:CC - Dixie Gold Inc. Initiates Lawsuit Against Omnia Metals Group Ltd. Provides Related Notice to Market Regarding Takeover Transaction
(TheNewswire)
Vancouver, British Columbia – TheNewswire - March 4, 2024 – Dixie Gold Inc. (TSX VENTURE: DG) (“ Dixie Gold ” or the“ Corporation” ) reports legal event related to its previously announcedtransaction (the “Takeover Transaction”) with ASX-listed OmniaMetals Group Ltd. (“Omnia”) under which Omnia made binding terms to acquire 100 per cent of theissued and outstanding common shares of the Corporation under writtenexecuted agreement dated October 24, 2023 (the“Agreement”) , and see the corresponding newsrelease disclosures filed by the Corporation therewith (Dixie GoldInc. Announces Friendly-Takeover by Omnia Metals Group Ltd. datedOctober 27, 2023, and Dixie Gold Inc. - Disclosure Update toPreviously Announced Takeover Transaction dated December 28, 2023, andDixie Gold Inc. - Disclosure Update #2 to Previously AnnouncedTakeover Transaction dated January 22, 2024).
Filing of Statement of Claim
The Corporation (as Plaintiff) reports that it hasfiled a Statement of Claim (the “Claim”) against Omnia (asDefendant), as generally, without limitation, relates to the Agreementand the Takeover Transaction.
The Claim was filed after market-close on March 1,2024 at the Supreme Court of British Columbia(Vancouver Registry), Court File No. VLC-S-S-241442.
As more particularly set out, without limitation, inthe Claim: (1) Omnia claims that it has not been able to raise fundsrepresented as having firm commitment in the Agreement and Omniaasserts that it cannot successfully complete a capital raise relatedto the Takeover Transaction, and (2) Omnia claims to have identifiedshareholders of Omnia who would block approval of the TakeoverTransaction at an Omnia shareholder meeting (despite such formal Omniashareholder meeting relating to the Takeover Transaction having notbeen held).
Despite efforts by the Corporation preceding the Claim,Omnia refused to further advance the Agreement.
As set out in the Claim, the Corporation advises thatOmnia unilaterally refused to further advance an arrangement agreementwith the Corporation, and as such no arrangement agreement has beenexecuted.
The Corporation confirms that no further amendingletter (see also news release of January 22 , 2024) extendingthe exclusivity period beyond late-February (or later date had suchbeen mutually agreed to in writing) has been executed.
Given the position of Omnia set out in the Claim,shareholders of the Corporation are advised to treat the TakeoverTransaction as being without ability for the Corporation tounilaterally further advance or close.
Without limitation, the Corporation intends to addressthe matter through the Claim and the procedures afforded to it by theSupreme Court of British Columbia.
The Claim was filed on behalf of the Corporation byBojm, Funt & Gibbons LLP, a well-regarded Vancouver-basedlitigation boutique, which is advising the Corporation as its retainedlitigation counsel.
The Corporation shall endeavour to provide furtherupdate regarding the Claim as and when appropriate.
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,", “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 and/or matters related to theClaim and/or the outcome of the Claim.
Without limitation, these statements are"forward-looking" because they are based on our currentexpectations about the markets we operate in and on various estimatesand assumptions. Actual events or results may differ materially fromthose anticipated in these forward-looking statements if known orunknown risks affect our business and transactions, or if ourestimates or assumptions turn out to be inaccurate.
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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