Ann: Trading Halt, page-109

Finally found the time to look at the numbers that was put out in that Canadian newspaper article that was linked to above in the thread by @GreatWhiteNorth

https://ceo.ca/@thenewswire/dixie-gold-inc-announces-friendly-takeover-by-omnia

The pertinent section is "Under the negotiated Agreement, Omnia made binding terms to acquire 100% of the issued and outstanding common shares of Dixie Gold in exchange for 166,666,667 common shares of Omnia and a further C$3 million cash component (the “Consideration”)."

Currently the ASX is showing Omnia has about 56.53m issued shares. For Omnia to "take over" Dixie Gold it has issue about another 166.67m OM1 shares and transfer them to Dixie Gold shareholders. However also Omnia needs to raise C$3m which is about A$3.37m and the most likely way they will do that is to issue additional OM1 shares. If they do that at the last traded price (unlikely but used for simplicity) then they will need to issue about another 43.2m OM1 shares, with the raised money also going to the Dixie Gold shareholders.

In this scenario there would then be a total of 266.17m OM1 shares with 63% of the changed OM1 registry being held by Dixie Gold shareholders, 21% of the changed OM1 registry being held by Omnia shareholders and 16% by presumably institutions and sophisticated investors that participated in the cap raise. Now, those ratios will move around depending on how much of a discount the institutions and sophs demand in the cap raise but under no scenario do I see existing Omnia shareholders maintaining control of the merged entity. As I suggested earlier on, in effect Dixie Gold is conducting a reverse takeover of Omnia with the obvious target of becoming listed on the ASX.

Just as the ASX works at maintaining standards for listing by way of Initial Public Offerings on its bourse you can bet your bottom dollar that are ensuring that Dixie Gold and this transaction will not dilute those standards. A worry is that the article says that Omnia made "binding" terms with the deal. If those terms did not include a condition precedent for ASX approval then Omnia will be in all sorts of pain (though surely not).