Omni Enters into Definitive Agreement for Business Combination Transaction With Ready Set Gold Corp.
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Omni Enters into Definitive Agreement for Business Combination Transaction With Ready Set Gold Corp.

Thursday, August 13, 2020 1:00 PM
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Company Update,Mergers and Acquisitions

VANCOUVER, BC / ACCESSWIRE / August 13, 2020 / Omni Commerce Corp. ("Omni" or the "Company") announces that, further to its news release date July 15, 2020, it has into a definitive business combination agreement dated effective August 12, 2020 (the "Agreement") with Ready Set Gold Corp. ("Ready Set"), and a wholly-owned subsidiary of the Company, 1258952 B.C. Ltd. ("NewCo"), formed for the purpose of completing a three-cornered amalgamation which will result in Ready Set becoming a wholly-owned subsidiary of the Company (the "Transaction").

About Ready Set Gold Corp.

Ready Set is a private issuer existing under the laws of the Province of British Columbia. The capital structure of Ready Set currently consists of 5,100,000 common shares (each, a "RS Share"). Ready Set currently owns a 100% undivided interest in and to two separate claim blocks totaling 4,453 hectares located 7 km east of Barrick's Hemlo Mine near Marathon, ON known as the Hemlo Eastern Flanks Project (the "Hemlo Project") and holds an option (the "Option") to acquire a 100% undivided interest in and to 71 mineral claim cells comprising the Emmons Peak Project located 50 km south of Dryden, Ontario (the "Emmons Peak Project"). Both the Helmo Project and Emmons Peak Project are prospective gold properties.

In order to exercise the Option, Ready Set must (collectively, the "Options Payments"), pursuant to the terms of its option agreement (the "Option Agreement") with Gravel Ridge Resources Ltd. ("Gravel Ridge"), make aggregate cash payments of $75,000 and issue an aggregate of 400,000 RS Shares to Gravel Ridge in accordance with the following schedule:

Payment Date

Cash Payment

RS Shares

Five days from execution of Option Agreement

$12,000
(Paid)

-

First Anniversary of Option Agreement

$15,000

200,000

Second Anniversary of Option Agreement

$20,000

200,000

Third Anniversary of Option Agreement

$28,000

-

TOTAL:

$75,000

400,000


Upon completion of the Option Payments, Ready Set will be deemed to have exercised the Option and will have earned an undivided 100% interest in and to the Emmons Peak Project, subject to a 1.5% net smelter return royalty to be granted to Gravel Ridge, which Ready Set will have the right to buy-back 0.5% of at any time for $500,000.

The Transaction

The Agreement provides that Omni will acquire all of the issued and outstanding securities of Ready Set by way of a "three-cornered" amalgamation whereby NewCo and Ready Set will amalgamate pursuant to the Business Corporations Act (British Columbia) to form a new amalgamated entity, which will continue under the name "Ready Set Gold Ontario Ltd." ("AmalCo"), and AmalCo will be a wholly-owned subsidiary of Omni. Following the closing of the Transaction (the "Closing"), the combined company resulting from the Transaction (hereinafter referred to as the "Resulting Issuer") will be renamed "Ready Set Gold Corp." and the business of the Resulting Issuer will be the business of Ready Set.

The Transaction is subject to completion of certain conditions precedent, including without limitation: (i) satisfactory due diligence, (ii) the completion of the Consolidation (as defined below), (iii) the completion by Ready Set of a concurrent financing (the "Concurrent Financing") for gross minimum proceeds of at least $1,500,000, (iv) Omni changing its name to "Ready Set Gold Corp.", (v) the Appointments (as defined below), (vi) receipt of all requisite approvals, and (vii) other conditions customary for transactions of this nature. Finder's fees or commissions may be payable in connection with the Transaction or the Concurrent Financing.

Share Consolidation

Prior to Closing, under the terms of the Agreement, Omni has agreed to consolidate its total issued and outstanding common shares (each, an "Omni Share") on the basis of five pre-consolidation Omni Shares for one post-consolidation Omni Share (the "Consolidation"). After the completion of the Consolidation, it is anticipated that the capital structure of Omni will consist of 16,789,912 Omni Shares.

Concurrent Financing

In connection with the Transaction, it is anticipated that Ready Set will complete the Concurrent Financing consisting of the issuance of a minimum of 2,500,000 subscription receipts at $0.60 each or flow-through subscription receipts at $0.75 each. On closing of the Transaction, each Ready Set subscription receipt will automatically convert and be exchanged for one post-Consolidation Omni Share and one warrant, and each Ready Set flow-through subscription receipt will automatically convert and be exchanged for one post-Consolidation flow-through Omni Share and one warrant. Each warrant will be exercisable for 24 months from closing of the Transaction at an exercise price of $1.00 per post-Consolidation Omni Share.

The aggregate proceeds of the Concurrent Financing will be used by the Resulting Issuer to incur exploration expenditures on the Resulting Issuer's mineral properties and for general working capital purposes. In this regard, such applicable "flow-through" expenditures will constitute "Canadian Exploration Expenses" (as defined in the Income Tax Act (Canada)) which will be renounced to purchasers for the taxation year ending December 31, 2020.

Transaction Consideration

Upon Closing: (i) each subscription receipt will automatically convert and be exchanged for one post-Consolidation Omni Share and one warrant, and each Ready Set flow-through subscription receipt will automatically convert and be exchanged for one post-Consolidation flow-through Omni Share and one warrant; and (ii) Omni will acquire all of the issued and outstanding securities of Ready Set by way of a "three-cornered" amalgamation whereby NewCo and Ready Set will amalgamate pursuant to the Business Corporations Act (British Columbia) to form AmalCo (the "Amalgamation"). In consideration for the completion of the Amalgamation, each holder of RS Shares will be entitled to receive one Omni Share, on a post-Consolidation basis, at a deemed price of $0.60 per Omni Share for each RS Share held, representing aggregate consideration to the Ready Set shareholders of approximately $3,060,000 for their RS Shares.

Directors and Officers of the Resulting Issuer

Immediately prior to the closing of the Transaction, it is expected that each of Morgan Good, Leighton Bocking and Damien Good will resign as directors of Ready Set (collectively, the "Resignations"). Concurrent to the Resignations, each of Christian Scovenna and Jason Jessup will, respectively, be appointed (collectively, the "Appointments") as Chief Executive Officer and director and as President and director of Omni (thereafter referred to as the "Resulting Issuer") and it is expected that John Veltheer will remain as director and Alex McAulay will remain as Chief Financial Officer of the Resulting Issuer.

Christian Scovenna, Chief Executive Officer & Director

Mr. Scovenna is a highly-experienced C-Suite Executive with over twelve years of capital market experience. In his most recent engagement with Mojave Jane Brands Inc. (formerly, High Hampton Holdings Corp.) (CSE: JANE), he was instrumental in building the company as one of the original founders and was a key member of the management team as interim CEO and Senior VP Corporate Finance while also serving on the board as a director. As Managing Director at a boutique firm, Mr. Scovenna led six portfolio companies within the group where he focused on raising capital and business development. He also spent four years with Frontier Merchant Capital Group as Director & Senior VP of Operations and served as Managing Partner with Lions Edge Capital. Over the years, Mr. Scovenna has been successful in completing numerous M&A activities and capital raises. He currently serves as Director & Sr. VP of Corporate Development for Pasofino Gold Limited (formerly Enforcer Gold Corp.) (TSXV: VEIN) and Tevano Payment Systems as VP of Corporate Development.

Jason Jessup, President & Director

Mr. Jessup has 23 years of experience in the mining industry, the majority committed to mining operations management, corporate development and project evaluation. He is a founder and President of Mine Management Partners. Mr. Jessup was formerly with FNX Mining, Sandstorm Gold, Bridgeport Ventures, and INCO.

Alex McAulay, Chief Financial Officer

Mr. McAulay CPA, CA is an entrepreneur and experienced public-company CFO and director. Mr. McAulay's company, ACM Management Inc., is focused on providing fractional CFO services and regulatory guidance to public companies in Canada and the US. Mr. McAulay has served as the CFO of several listed companies and has assisted many issuers in navigating the public markets.

John Veltheer, Director

Dr. Veltheer is a lifetime entrepreneur and has been involved at the board of director level of numerous start-up companies. A generalist with highly effective management skills that focus on leading by example, clear communication and delegation, Dr. Veltheer is singularly focused on building and protecting stakeholder value in the public company arena. Currently, and in addition to being CEO of OMNI, Dr. Veltheer is the Chief Financial Officer and a director of Sixth Wave Innovations Inc. (CSE: SIXW). Dr. Veltheer holds a BSc (Hans) from Queen's University, a PhD from the University of British Columbia, and he completed his academic career with a NSERC Postdoctoral Fellowship at the University of California, Berkeley.

Update on Northshore Gold Property Transaction

Further to the Company's news releases dated June 1, 2020, June 15, 2020 and June 24, 2020, Omni is pleased to announce that it continues to work towards acquiring an aggregate 100% interest in and to the Northshore Gold Property, located within the Hemlo-Schreiber greenstone belt in the world-famous Hemlo Gold Camp, south of the former producing Winston Lake copper-zinc-gold-silver deposit.

For more information regarding the acquisition of the Northshore Property from both CBLT Inc. and Balmoral Resources Ltd., a 100% subsidiary of Wallbridge Mining Company Limited (TSX: WM), see the Company's June 1, 2020, June 15, 2020 and June 24, 2020 news releases filed under the Company's profile on SEDAR at www.sedar.com.

About Omni

Omni is headquartered in Vancouver, British Columbia and is a reporting issuer in British Columbia and Alberta.

ON BEHALF OF THE BOARD

OMNI COMMERCE CORP.

Per: "John Veltheer"
John Veltheer, CEO

For further information, please contact:

John Veltheer
Phone: (604) 562-6915
Email: [email protected]
Website: www.omnireset.com

Forward-Looking Statements:

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the closing of the Transaction (and the transactions contemplated thereby, including the Consolidation and the Concurrent Financing), the anticipated use of proceeds from the Concurrent Financing by the Resulting Issuer, and the Appointments are forward-looking statements. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it and Ready Set will obtain the required approvals for the Consolidation and the Transaction, as applicable, Ready Set will be able to close the Concurrent Financing, market fundamentals will support the viability of gold mineral exploration, the availability of the financing required for the Company to carry out its planned future activities, and its ability to retain and attract qualified personnel.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include the inability of the Company to close the Transaction (including as a result of the inability of the Company and Ready Set to obtain the required approvals) and complete the Consolidation, the inability of Ready Set to complete the Concurrent Financing, the Company's ability to execute its proposed business plans and carry out planned future activities. The novel coronavirus and COVID-19 pose new risks that are currently indescribable and immeasurable. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, future prices of cannabis, changes in the financial markets and in the demand for cannabis, changes in laws, regulations and policies affecting the mining industry, risks related to the Transaction and the Company's investment and operation in the mineral exploration sector in Northern Ontario, as well as the risks and uncertainties which are more fully described in the Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedar.com. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements.

These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements.

SOURCE: Omni Commerce Corp.

Omni Commerce Corp.
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