Mr. Ryan Kalt reports

DIXIE GOLD INC. ANNOUNCES FRIENDLY-TAKEOVER BY OMNIA METALS GROUP LTD.

Dixie Gold Inc. has entered into an agreement, whereby it is contemplated that Dixie Gold will be acquired by Australian Securities Exchange listed issuer Omnia Metals Group Ltd.

Under the negotiated agreement, Omnia made binding terms to acquire 100 per cent of the issued and outstanding common shares of Dixie Gold in exchange for 166,666,667 common shares of Omnia and a further $3-million cash component.

"We are pleased to announce this transaction and its premium. Under Mark Connelly's leadership, the team at Omnia have a demonstrated track record of being able to add material market value to compelling asset bases. The substantial premium expected to be achieved for Dixie Gold shareholders through today's announcement reflects arm's-length market confidence in the high-quality portfolio that we have patiently built over time, including our gold and lithium projects. Importantly for shareholders, that significant premium would be allocated within Dixie Gold's tight share structure, with shareholders under an approved and completed transaction expected to receive per share cash consideration greater than the last traded price of the corporation's listed security as well as a considerable equity component to further benefit and participate in the growth of Omnia on a pro forma basis. The management and board of Dixie Gold extends its appreciation to our long-standing shareholders, and I look forward to supporting today's announcement," stated Ryan Kalt, chief executive officer of Dixie Gold.

For illustrative and informational purposes, the consideration of the takeover transaction represents a premium estimated to be in excess of 600 per cent to the last traded market price of Dixie Gold, which was nine cents on Oct. 24, 2023 (as further calculated by the total cash consideration and equity component using Omnia's last traded price (7.8 Australian cents) on its home exchange with an Australian dollar/Canadian dollar exchange rate of 0.8649 denominated by the outstanding capital of Dixie Gold).

Subject to all necessary approvals, it is anticipated that the takeover transaction contemplated under the agreement would be implemented through a plan of arrangement under provisions of the Business Corporations Act (British Columbia) whereby Dixie Gold would, if the matter is successfully completed, become a wholly owned subsidiary of Omnia. Upon successful completion of the takeover transaction, the consideration is expected to be received by Dixie Gold shareholders, with rounding to the nearest whole share if and as applicable. In addition to its proposed acquisition of the corporation's 25,737,188 common shares outstanding, the agreement includes provision for Omnia to acquire the corporation's 325,000 outstanding stock options. The corporation has no warrants outstanding.

Under the agreement, Omnia will pay Dixie Gold a $300,000 fee for entering into an exclusivity period and providing certain due diligence related to the agreement and the takeover transaction, unrestricted funds of which the corporation intends to use for legal fees, professional fees, shareholder meeting costs and other expenses anticipated under the agreement and its related takeover transaction, as well as for working capital purposes. Further to the exclusivity period, the corporation has agreed to certain general and customary non-circumvention provisions (the non-solicit provisions). In accordance with the preservation of fiduciary duty by the corporation, a superior bid provision is provided for within the agreement, which if it, or another defined breach under the agreement, is triggered or is otherwise demonstrated, would result in the corporation having obligation to Omnia of an amount equal to the exclusivity fee.

The agreement, which was dated Oct. 24, 2023, was duly approved by the independent directors of the corporation and the takeover transaction is subject to various conditions customary in transaction matters of this kind, including, as applicable but without limitation, receipt of all necessary regulatory approvals, shareholder approvals, court approval(s) and the entering into of an arrangement agreement. Customary approvals are also required on part of Omnia. There are no finders' fees payable under the agreement nor under the takeover transaction.

Further material and details, inclusive of process timing, shall be forthcoming to shareholders in due and ordinary course.

Information related to the transaction will be disseminated on part of Omnia at the appropriate juncture and at that time may be found by interested parties through the ASX website, where Omnia is listed under ticker symbol OM1. Trading in the securities of Omnia has been placed under a regulatory halt, as requested by Omnia, and as further connected to matters generally described herein.

About Dixie Gold Inc.

Dixie Gold is a publicly traded exploration company holding a portfolio of exploration projects in Canada.

We seek Safe Harbor.