Mr. Anthony Srdanovic reports

OMNI ANNOUNCES DEFINITIVE TRANSACTION AGREEMENT WITH DREAMFIELDS BRANDS, INC.

Further to the news release dated Aug. 13, 2019, Omni Commerce Corp. has entered into a definitive transaction agreement dated Sept. 13, 2019, with Dreamfields Brands Inc., a California-based vertically integrated cannabis manufacturing, distribution, branding, sales and events company. The definitive agreement provides that, subject to the satisfaction of certain conditions precedent, including applicable regulatory and stock exchange approvals, at the effective time (as defined below) and concurrently with the merger (as defined below), the securityholders of Dreamfields will exchange their Dreamfields shares (as defined below) for proportionate voting shares (as defined below) or subordinate voting shares (as defined below), as applicable, resulting in the reverse takeover of the company by Dreamfields, pursuant to which the business of Dreamfields will become the business of the company. The reverse takeover will represent the company's entry into the cannabidiol (CBD) and cannabis sectors. In connection with the reverse takeover, the company is expected to change its name to Dreamfields Brands Inc., or such other name as determined by Dreamfields and that is acceptable to the regulatory authorities, and make application to the Canadian Securities Exchange for the listing thereon of the subordinate voting shares.

The reverse takeover

Pursuant to the terms of the definitive agreement, at the time of the filing with the secretary of state of the State of California of an agreement of merger between a wholly owned California subsidiary of the company (Omni Subco) and Dreamfields, Omni Subco will merge with and into Dreamfields, with Dreamfields continuing as the surviving corporation governed by the laws of the State of California as a wholly owned subsidiary of the company. In connection with the merger, each share in the common stock of Dreamfields, other than those Dreamfields shares held by a shareholder who demands and perfects dissenters' rights for such Dreamfields shares, will be converted into and become a right to receive 0.1516 of a proportionate voting share, provided that all Canadian and any other non-U.S. securityholders of Dreamfields will exchange each of their Dreamfields shares for one subordinate voting share.

The closing of the reverse takeover is anticipated to occur in fourth quarter of 2019, and will be subject to the satisfaction of various conditions precedent prior to the effective time, including: (i) the company effecting the consolidation (as defined below); (ii) the company completing the share structure amendment (as defined below); (iii) the company effecting the name change; (iv) Dreamfields completing the DF Holdings Group LLC acquisition (as defined below); (v) Dreamfields delivering to the company financial statements for each of Dreamfields and DF Holdings; (vi) the reconstitution of management and the board of directors of the company; and (vii) the company and Dreamfields obtaining all necessary consents, approvals and other authorizations of any regulatory authorities, shareholders or third parties required for the transactions contemplated by the definitive agreement, including, but not limited to, the approval of the TSX Venture Exchange and the majority of the company's minority shareholders for the delisting of its common shares, the Canadian Securities Exchange for the relisting, the approval of the company's shareholders and the Omni board, and the necessary corporate approvals of Dreamfields, as applicable, for various matters relating to the reverse takeover and change of business.

Subject to applicable regulatory and stock exchange approvals, finders' fees will be payable upon closing to Star Jasmine LLC, an arm's-length finder, in the amount of one million postconsolidation common shares, as exchanged for subordinate voting shares. The finders' shares will be subject to the applicable statutory hold period in Canada and such additional restrictions on transfer as determined by Omni and Dreamfields.

Consolidation

Prior to the effective time, Omni will complete a consolidation of its common shares on the basis of one postconsolidation common share for every five preconsolidation common shares. As there are currently 40,443,657 common shares outstanding, there are expected to be approximately 8,119,640 common shares outstanding following the completion of the consolidation, but prior to giving effect to the completion of the reverse takeover and the share structure amendment.

Name change and share structure amendment

In connection with the reverse takeover, the company will also effect the name change and amend its articles and notice of articles to: (i) amend the terms of the existing common shares such that they will be reclassified as Class A subordinate voting shares, of which each subordinate voting share will entitle the holder to one vote; and (ii) create a new class of shares consisting of an unlimited number of Class B proportionate voting shares, of which each proportionate voting share will entitle the holder to 6.5952 votes and be convertible into 6.5952 subordinate voting shares, all in accordance with the terms of the definitive agreement. Following closing, it is estimated that an aggregate of 24,588,731 subordinate voting shares and 10,538,028 proportionate voting shares will be issued and outstanding.

The company expects to mail a notice of meeting and management information circular to registered shareholders in October, 2019, for an annual general and special meeting of shareholders to be held in November, 2019, to approve, among other matters, the share structure amendment, along with any other necessary matters in connection with the reverse takeover. A subsequent news release will be issued once the details of the Omni annual general and special meeting, including record and meeting dates, are confirmed.

DF Holdings acquisition

Prior to the effective time, Dreamfields will have completed the acquisition of all of the securities of DF Holdings, whereby:

1. Twelve million Dreamfields shares will be issued in consideration of the acquisition of all of the outstanding securities of DF Holdings.
2. If prior to closing, Dreamfields generates $350,000 (U.S.) in sales of Jeeter-branded products in any fiscal month, then an additional three million Dreamfields shares will be issued to the former DF Holdings securityholders.

None of the securities issued in connection with the reverse takeover and the transactions contemplated thereby, including the merger, the consolidation, the share structure amendment and the DF Holdings acquisition, will be registered under the U.S. Securities Act of 1933, as amended, and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

Management changes

Upon closing, management of the company and the Omni board will be reconstituted to be composed of nominees of Dreamfields who have the requisite industry, financing, accounting and public company experience. The officers of Omni will include Sebastian Solano as chief executive officer and chairman, Lukasz Tracz as president, Scot Garrambone as chief financial officer, treasurer and secretary, and such other individuals as may be determined by Dreamfields. The Omni board is expected to be initially composed of three individuals nominated by Dreamfields and consented to by Omni, acting reasonably.

Mr. Solano, chief executive officer and chairman

Mr. Solano is a visionary entrepreneur and has been involved in building businesses in both entertainment and real estate. Mr. Solano is best known for being the co-founder and chief executive officer of Life In Color, one of the world's leading toured electronic music festivals with events in over 45 countries. He sold the business in 2012 to SFX Entertainment Inc. and played a key role in taking the company to its IPO (initial public offering) in 2013. In 2015, he was appointed as CEO of ID&T North America and oversaw world-renowned festival brands, including Tomorrowland, Electric Zoo and Mysteryland, with combined revenues exceeding $150-million (U.S.). Later in that same year, he was awarded for his industry success and was named to Forbes 30 Under 30. Mr. Solano attended Florida State University and studied business administration.

Mr. Tracz, president

Mr. Tracz has a strong background of entrepreneurship and over 15 years of marketing experience. Mr. Tracz has led the development of new and existing companies, helping establish brands worldwide, and he was the co-founder and chief marketing officer at Life In Color. Mr. Tracz handled the overall marketing and brand identity of Life In Color, helping sell out over 400 events and festivals in over 45 countries, making Life In Color one of the leading brands in the music and entertainment industry. In 2015, Mr. Tracz was named to Electronic Dance Music's top 30 under 30 by EDM.

Mr. Garrambone, chief financial officer, treasurer and secretary

Mr. Garrambone is a financial expert and comes from an accomplished background across multiple industries, including real estate, construction, music and entertainment, and merchandise. Mr. Garrambone has worked in the capacity of chief financial officer, chief operating officer and fund manager for over a decade, and has built, bought, operated and sold a number of multimillion-dollar companies both in the private and public sector. As CFO of Dreamfields for the past three years, Mr. Garrambone has developed a thorough understanding of the rigorousness and discipline that the cannabis industry demands. Mr. Garrambone is comfortable working with investment bankers, analysts and inventory cost accounting, and has an understanding of financial reporting for both private and public companies, as well as has been part of a number of big-five company audits. He is in the final stages of obtaining his doctoral degree in education with a focus in business administration and finance, and holds a master in management and international business. His dissertation involves an empirical study of critical success factors in business. Mr. Garrambone has a keen focus on the company topline and bottom line, and provides key leadership to the company, ensuring all facets of the finance, accounting and functional operations meet the highest standards and support exponential company growth.

About Dreamfields Brands Inc.

Dreamfields is a cannabis branding, sales and events company with a fully licensed production facility focused on manufacturing, fulfilment, distribution, wholesale and retail sales for white label and its wholly owned portfolio of cannabis and CBD brands. Dreamfields is organized under the laws of the State of California, and Dreamfields' assets, after the acquisition of DF Holdings, will include a 4.2-acre campus with a 12,000-square-foot production and distribution facility, located in Southern California. In the last trailing three months of 2019, DF Holdings reported unaudited revenues from sales in California of $10.2-million (U.S.). Dreamfields plans on entering new U.S. states through partnerships and licensing agreements, as well as launching a proprietary direct-to-consumer CBD brand that will be legal to purchase worldwide.

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