Early Warning Notice Regarding Dixie Gold Inc.
This press release is issued pursuant to Multilateral Instrument 62-104, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.Mr. Ryan Kalt (the "Acquiror") reports that he has privately acquired 5,000,000 common share units (the "Acquired Units") of Dixie Gold Inc. (TSXV:DG)("Dixie Gold" or the "Issuer") on a direct basis through a private placement (the "Financing") conducted by the Issuer for which cash consideration of $250,000.00 was paid to the Issuer (the "EWR Reporting Event"). The Acquired Units were acquired at close of the Financing (being March 15, 2024) and were acquired pursuant to the terms of the Financing announced by the Issuer (see Dixie Gold news releases dated March 12, 2024, and March 15, 2024), and likewise as set out in the Form 62-103F1 associated with this early warning notice.
The Acquired Units were personally acquired by Mr. Kalt, on a direct basis, for investment purposes.
Under the Business Corporation Act (British Columbia), which applies to the Issuer, Mr. Kalt, who is an officer and director of the Issuer, abstained from voting on resolutions specific to the Financing and duly provided all applicable notices under the regulations.
For informational purposes only, the Acquiror was duly approved as a Control Person of the Issuer (as that term is defined by securities regulations) at a shareholder meeting held by the Issuer on December 18, 2023 (the "Control Person Approval") and in addition to the Acquired Units but since receiving the Control Person Approval, Mr. Kalt has also indirectly acquired through Kalt Industries Ltd., a corporation wholly owned by him, a further 497,000 common shares of the Issuer by way of open market facilities at an average price of approximately $0.132 per common share between the period beginning December 19, 2023 and ending March 14, 2024.
As at the date hereof, Mr. Kalt now owns and controls, on a direct and indirect basis (and in the aggregate), a total of 10,619,875 common shares of Dixie Gold, representing approximately 34.6% of the Issuer's currently issued and outstanding common shares.
Mr. Kalt and/or corporate entities owned by him may acquire additional securities of the Issuer either on the open market or through private acquisitions or sell securities of the Issuer either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Other than the foregoing, Mr. Kalt and/or corporate entities owned by him do not have plans or any future intentions which relate to or would result in any of the other foregoing matters.
"Ryan Kalt"
Ryan Kalt
The Form 62-103F1 - Required Disclosure under the Early Warning Requirements associated with this news release can be obtained from SEDAR+ atwww.sedarplus.ca. In the alternate, to obtain a copy of the report, please contact Mr. Kalt at 1.403.454.2984.
The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release.
