Early Warning Report and News Release Regarding Securities of Dixie Gold Inc.

Dixie Gold Inc.’s recent news cycle paints a picture of a junior explorer in severe distress. Over the past four months (March – May 2026), the company has experienced a cascade of catastrophic events:

• March 20, 2026: CEO, President and Corporate Secretary Ryan Kalt abruptly resigned with no successor named, prompting management to flag “additional near‑term business risk.”
• April 22 to May 25, 2026: Kalt, who was also the company’s largest shareholder, began an aggressive liquidation of his position. Through seven early‑warning filings, he sold almost 8 million shares in dozens of transactions, slashing his direct stake from 39.41% to 10.84%. The sales fetched prices of $0.03 or below, generating gross proceeds of roughly $265 thousand.
• May 7, 2026: Dixie Gold announced a non‑brokered private placement of up to 3 million units at $0.05/unit to raise working capital.
• May 11, 2026: The financing was abruptly discontinued because the stock price had fallen materially below the $0.05 offer price, causing it to violate TSX Venture Exchange minimum‑price rules. Crucially, the company stated that “additional working capital will be required to remain a going concern” – a formal warning that it may not survive without new funds.
• The most recent news (May 25) is just the latest in the string of Kalt sales, reducing his stake to a mere 10.84%. No operational updates or capital‑raising solutions have been provided.

The newest release (Kalt selling another 1.25 million shares) is the punctuation mark on a crisis that is already well underway. In isolation, an insider sale might be routine, but placed in the context of the preceding weeks – a CEO resignation, a failed financing, an explicit going‑concern warning, and a relentless insider‑selling spree – the cumulative message is unmistakable: the company is in a death spiral.

• The failure to close the May 7 financing, combined with the statement that Dixie Gold needs additional working capital just to continue operating, is the most material event. It directly threatens the company’s existence.
• Kalt’s mass exodus after stepping down as CEO suggests he sees no future value and is willing to accept any available liquidity. His actions are the market’s loudest possible signal of no confidence.
• No replacement CEO has been found, and with the stock trading at $0.03, raising capital through equity is all but impossible under exchange rules. The company’s market cap is below $1 million, effectively pricing in bankruptcy.

This is not merely a negative outlier; it is a systemic unraveling. The impact on the stock is overwhelmingly material and negative.

Dixie Gold Inc. is a micro‑cap mineral exploration company with a scattered portfolio in Ontario and Saskatchewan: * Pickle Crow East Gold Project (Ontario): 256 claims (~5,147 ha) adjacent to the historic Pickle Crow mine, acquired in February 2026. Royaltiy‑free except for Crown fees. This was intended to become the flagship gold asset. * Soo East Copper Project (Ontario): 316 claims (~6,948 ha) near Sault Ste. Marie, expanded in December 2025. Royaltiy‑free. * Red Lake Project (Ontario): A 2.5% NSR royalty on four claims sold to Kinross Gold. * Preston Uranium JV (Saskatchewan): Previously held a ~21% interest but was completely divested in November 2025. * Rottenstone Area (Saskatchewan) / Phoenix Lithium (NWT): Minor early‑stage properties.

Current status: None of these projects are being actively advanced. The company’s working capital is near zero, and it has explicitly warned that it needs additional funds just to continue as a going concern. The entire project portfolio is therefore effectively stranded.