PureKana LLC entered into a binding letter agreement to acquire Omni Commerce Corp. (TSXV:OMNI) in a reverse merger transaction on July 30, 2018. Pursuant to the terms of the agreement, Omni Commerce will acquire PureKana in exchange for the issuance of an aggregate of 25.3 million shares (on a post-Consolidation basis) and an aggregate cash payment of $4.6 million (CAD 5.98 million). In addition, Omni Commerce has agreed to issue up to an additional 12 million shares, on a post-consolidation basis upon the achievement of certain sales-based milestones. Prior to the closing, it is expected that Omni Commerce will complete a consolidation of the shares on the basis of one post-consolidation share for each four pre-consolidation shares. In conjunction with the completion of the transaction, it is anticipated that Omni Commerce will complete a private placement to raise minimum gross proceeds of CAD 7 million. The proceeds of the concurrent financing will be used by Omni Commerce to fund the transaction, expand into international markets and for general working capital purposes. In connection with the closing of the transaction, Omni Commerce will de-list its common shares from the TSX Venture Exchange and list the shares on the Canadian Securities Exchange (CSE). Following the closing, the business of Omni Commerce will be that of PureKana rather than that of an investment issuer.

Post closing, the Board of Directors of the resulting issuer will be reconstituted to be comprised of five members, to be agreed upon by the shareholders of PureKana (Cody Alt and Jeff Yauck) and Omni Commerce, that have requisite industry, financing, accounting and public company experience. In this regard, Cody Alt and Jeff Yauck are expected to become members of the Omni Board in addition to their appointments as President and Vice-President of the Omni Commerce, respectively. The transaction is subject to receipt of required regulatory approvals and other conditions, including the completion of the concurrent financing, the completion of the consolidation, the satisfaction or waiver of all applicable conditions precedent, the receipt of conditional approval from the CSE for the proposed listing of the shares on the CSE, Exchange acceptance and disinterested shareholder approval. As of August 28, 2018, 4 for 1 share consolidation has not been approved by the Exchange.