Mr. Ryan Kalt reports

DIXIE GOLD INC. INITIATES LAWSUIT AGAINST OMNIA METALS GROUP LTD., PROVIDES RELATED NOTICE TO MARKET REGARDING TAKEOVER TRANSACTION

Dixie Gold Inc. is commenting on a legal event related to its previously announced transaction with Australian Securities Exchange-listed Omnia Metals Group Ltd. under which Omnia made binding terms to acquire 100 per cent of the issued and outstanding common shares of the corporation under a written executed agreement dated Oct. 24, 2023, and see the corresponding news release disclosures filed by the corporation therewith.

Filing of statement of claim

The corporation (as plaintiff) has filed a statement of claim against Omnia (as defendant), as generally, without limitation, relates to the agreement and 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, in the claim: (i) Omnia claims that it has not been able to raise funds represented as having firm commitment in the agreement and Omnia asserts that it cannot successfully complete a capital raise related to the takeover transaction; and (ii) Omnia claims to have identified shareholders of Omnia who would block approval of the takeover transaction at an Omnia shareholder meeting (despite such formal Omnia shareholder meeting relating to the takeover transaction having not been 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 that Omnia unilaterally refused to further advance an arrangement agreement with the corporation, and as such no arrangement agreement has been executed.

The corporation confirms that no further amending letter (see news release dated Jan. 22, 2024) extending the exclusivity period beyond late February (or a later date had such been 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 takeover transaction as being without ability for the corporation to unilaterally further advance or close.

Without limitation, the corporation intends to address the matter through the claim and the procedures afforded to it by the Supreme Court of British Columbia.

The claim was filed on behalf of the corporation by Bojm, Funt & Gibbons LLP, a well-regarded, Vancouver-based litigation boutique, which is advising the corporation as its retained litigation counsel.

The corporation shall endeavour to provide further update regarding the claim as and when appropriate.

About Dixie Gold Inc.

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

We seek Safe Harbor.