Mr. Ryan Kalt reports

DIXIE GOLD INC. - DISCLOSURE UPDATE (2) TO PREVIOUSLY ANNOUNCED TAKEOVER TRANSACTION

Dixie Gold Inc. has provided an event-related disclosure update to its previously announced transaction with Australian Securities Exchange listed Omnia Metals Group Ltd. (see also news releases dated Oct. 27, 2023, and Dec. 28, 2023).

Based on continuing mutual effort by the parties to advance the Takeover Transaction towards an intended completion, the Corporation has entered into a second amending letter (the "Second Amending Letter") with Omnia dated today, January 22, 2024, whereby the parties have increased the duration of the exclusivity period by an additional four (4) week period (the "Exclusivity Period Second Extension")(see also the Corporation's aforementioned news releases of October 27, 2023 and December 28, 2023). The Exclusivity Period Second Extension is expected to allow the parties, among other practical and ordinary-course attributes, to continue to work on customary matters that remain outstanding or incomplete and as may otherwise relate to the Takeover Transaction and the parties' forward-looking intention to pursue completion of the same on the terms previously announced. There was no cash consideration paid to the Corporation by Omnia in relation to the Exclusivity Period Second Extension.

The Takeover Transaction remains subject to various conditions that are customary and/or necessary in transaction matters of this kind including, without limitation, receipt of all necessary regulatory approvals, shareholder approvals, the entering into of an arrangement agreement and/or definitive documentation and court approval(s), and further, the various risks and uncertainties therewith related.

The Corporation continues to work diligently with Omnia having an objective to consummate the Takeover Transaction during the first half of 2024, subject to, without limitation, meeting all necessary preconditions and receiving all necessary approvals.

Further materials and details related to the Takeover Transaction shall be forthcoming to shareholders in the anticipated ordinary course, or, if applicable, as/when pertinent developments like those outlined above occur.

About Dixie Gold Inc.

Dixie Gold Inc. (TSXV: DG) is a publicly traded company holding a portfolio of exploration projects in Canada.

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