DF Holdings Group LLC and 1204970 B.C. Ltd. entered into a binding letter of agreement to acquire Omni Commerce Corp. (TSXV:OMNI) in a reverse merger transaction on May 1, 2019. Pursuant to the terms of the letter agreement, Omni has agreed to acquire all of the outstanding membership interests in the DF Holdings in exchange for the issuance of an aggregate of 35 million shares or multiple voting shares of Omni to the members of DF Holdings. In addition, Omni has agreed to issue 12 million share purchase warrants to purchase shares on a post-consolidation basis, to certain principals of DF Holdings, which warrants will vest upon the achievement of certain milestones. 4 million warrants will entitle the holder thereof to acquire an equal number of shares at an exercise price of CAD 1.00 per share, 4 million warrants will entitle the holder thereof to acquire an equal number of shares at an exercise price of CAD 1.50 per share, and 4 million warrants will entitle the holder thereof to acquire an equal number of Shares at an exercise price of CAD 2.00 per share. Omni has also agreed to acquire all of the outstanding securities in 1204970 B.C from the security holders thereof in exchange for the issuance of 9.6 million shares to the security holders of 1204970 B.C, assuming that 1204970 B.C has received aggregate investment proceeds of CAD 6 million. Prior to the closing, it is expected that Omni will complete a consolidation of the shares on the basis of one post-consolidation share for each ten pre-consolidation shares. As there are presently 40.56 million shares outstanding, there are expected to be approximately 4.06 million shares outstanding following the completion of the consolidation, but prior to giving effect to the completion of the business combination. After giving effect to the completion of the business combination and assuming a target financing for gross proceeds of CAD 6 million, there are expected to be approximately 49.66 million shares outstanding. In connection with the business combination, it is anticipated that the DF Holdings will complete a convertible debenture financing, comprised of one or more convertible debentures, to raise gross proceeds currently expected to be a minimum of CAD 6 million, on or prior to May 31, 2019. It is anticipated that 1204970 B.C will subscribe for a convertible debenture in the target financing in a principal amount of CAD 6 million. The conversion price of the convertible debenture has yet to be determined. In connection with the closing, it is contemplated that the Board of Directors of Omni will be reconstituted to be comprised of nominees to be appointed by DF Holdings who have requisite industry, financing, accounting and public company experience. Certain principals of DF Holdings are expected to become members of the Omni Board in addition to appointments as Chief Executive Officer, Chairman, President, Treasurer and Secretary of Omni The transaction is subject to completion of financing by DF Holdings and 1204970 B.C, receipt of required regulatory approvals and other conditions including the completion of the consolidation, the completion of satisfactory due diligence by Omni on or prior to May 31, 2019; Omni, DF Holdings and 1204970 B.C each obtaining the requisite security holder approval on or prior to September 30, 2019, including majority of the minority shareholder approval from the shareholders of the Omni; the satisfaction or waiver of all applicable conditions precedent; and the receipt of conditional approval from the CSE for the proposed listing of the shares on the CSE and the receipt of approval of the TSXV to delist the shares on or prior to October 31, 2019. As on June 14, 2019, the parties mutually agreed to amend certain closing conditions that were due to be completed on or prior to May 31, 2019, by extending the deadline date to June 30, 2019. As of July 8, 2019, the deadline date for Omni to be reasonably satisfied with its due diligence investigation of Dreamfields is extended to July 31, 2019.