Under the negotiated Agreement, Omnia made binding terms to acquire 100% of the issued and outstanding common shares of
'We are pleased to announce this transaction and its premium. Under
For illustrative and informational purposes, the Consideration of the Takeover Transaction represents a premium estimated to be in excess of 600% to the last traded market price of
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 (
Under the Agreement, Omnia will pay
The Agreement, which was dated
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 (asx.com.au), where Omnia is listed under ticker symbol OM1. Trading in the securities of Omnia have been placed under a regulatory halt, as requested by Omnia, and as further connected to matters generally described herein.
About
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Canadian securities laws. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words 'anticipate,' 'expect,' 'suggest,' 'plan,' 'believe,' 'intend,' 'estimate,' 'target,' 'project,' 'should,' 'could,' 'would,' 'may,' 'will,' 'forecast' and other similar expressions are intended to identify forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, including, but not limited to statements related to the Corporation's business in general, the ability to complete the Transaction, including approvals necessary by both the Corporation and Omnia, and the timing of completion of the transactions contemplated by an arrangement agreement between the Corporation and Omnia, including the parties' ability to satisfy the conditions or approvals to the consummation of the transaction and the possibility of any termination of the agreement.
These statements are 'forward-looking' because they are based on our current expectations about the markets we operate in, transactions contemplated but not yet completed and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business and transactions (including but not limited to those contemplated by the Agreement and the Takeover Transaction), or if our estimates or assumptions turn out to be inaccurate. Among the factors that could cause actual results to differ materially from those described or projected herein include, but are not limited to, risks associated with: uncertainties with respect to the timing of the transaction; the risk that competing offers or acquisition proposals may be made; the possibility that various conditions to the consummation of the offer may not be satisfied or waived, including that a regulatory entity may prohibit, delay or refuse to grant approval for the consummation of the transaction at all or on acceptable terms or within expected timing; litigation risks, indemnification and liability. As a result, we cannot guarantee that any given forward-looking statement will materialize. Investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. We assume no obligation to update any forward-looking statement contained in this press release even if new information becomes available, because of future events or for any other reason, unless required by applicable securities laws and regulations.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to the transaction and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction
Contact:
Chief Executive Officer
Tel: 604.687.2038
Email. info@dixiegold.ca
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