Each Warrant will be exercisable for one post-Consolidation Omni Share at a price of $1.00 per Omni Share for a period of 24 months from the issue date. Each Omni Subscription Receipt will automatically convert into one unit (each, a " Unit") of Omni consisting of one post-Consolidation Omni Share and one Omni Share purchase warrant (each, a " Warrant"). In connection with the Transaction, it is anticipated that Omni will complete a non-brokered private placement to raise minimum gross proceeds of $1,500,000 (the " Private Placement") by the issuance of a minimum of 2,500,000 subscription receipts (each, an " Omni Subscription Receipt") at a price of $0.60 per Omni Subscription Receipt to raise minimum gross proceeds of $1,500,000. After the completion of the Consolidation, it is anticipated that the capital structure of Omni will consist of 16,789,912 Omni Shares. Prior to completion of the Transaction (the " Closing"), under the terms of the LOI, 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"). Subject to satisfactory due diligence and successful additional negotiations, the parties intend to enter into the Definitive Agreement on or before July 27, 2020. The LOI is a binding agreement which sets out the principal terms on which the parties have agreed to complete the Transaction. 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 (" NSR 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. (" 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: 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. Both the Helmo Project and Emmons Peak Project are prospective gold properties. 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 totaling 1,634 hectares comprising the Emmons Peak Project located 50 km south of Dryden, Ontario (the " Emmons Peak Project"). The capital structure of Ready Set currently consists of 5,100,000 common shares (each, a " RS Share"). Ready Set is a private issuer existing under the laws of the Province of British Columbia. "Omni is very pleased to be significantly expanding our team and exploration expertise with this Transaction which will greatly increase Omni's prospective land holdings by more than 4400 hectares in the Hemlo gold camp and bring in a strong mining-focused management group," stated John Veltheer, Omni CEO. The precise terms of the Transaction, including the structure of the Transaction, will be incorporated into a definitive transaction agreement (the " Definitive Agreement") to be negotiated between the Parties. (" Ready Set"), pursuant to which Omni and Ready Set (together, the " Parties") will enter into a business combination transaction by way of a share exchange, merger, three-cornered amalgamation, arrangement, takeover bid, or other similar form of transaction which will result in Ready Set becoming a wholly-owned subsidiary of Omni (the " Transaction"). (FRA:0MZA) (" Omni" or the " Company") announces that it has entered into a binding letter of intent dated J(the " LOI") with Ready Set Gold Corp. VANCOUVER, BC / ACCESSWIRE / J/ Omni Commerce Corp.
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