Omni Announces Appointment of New Director and Extension of Closing Date for Dreamfields Transaction

Omni Commerce Corp. (TSXV:OMNI, FRA:0MZA) (“Omni” or the “Company”) announces the appointment of Alex McAulay to the board of directors of the Company, effective immediately.

“We are pleased to welcome Mr. McAulay to Omni’s board of directors,” stated Peter M. Clausi, Omni’s interim CEO, “Mr. McAulay has extensive experience in conducting due diligence and advising boards of directors with respect to merger and acquisition transactions, which will assist Omni as it works to conclude the reverse takeover with Dreamfields Brands, Inc.”

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. Alex has served as the CFO of several listed companies and has assisted many issuers in navigating the public markets.

Dreamfields Transaction

The Company also announces that the outside closing date (the “Outside Date”) under the previously announced transaction agreement (the “Transaction Agreement”) with a wholly-owned subsidiary of Omni (“Omni Subco”) and Dreamfields Brands, Inc. (“Dreamfields”) has been extended from March 13, 2020 to April 10, 2020. The amendments to the Transaction Agreement were effected by way of a fourth amending agreement to the Transaction Agreement dated as of March 13, 2020, with Omni Subco and Dreamfields.

The Transaction Agreement has also been amended to reflect that the previously announced break fee (see news release dated February 18, 2020) has been increased from USD $50,000 to USD $100,000 (the “Break Fee”). The Break Fee is payable by Dreamfields if it terminates the Transaction Agreement prior to delivering the requisite financial statements to Omni, or by either party if, after Dreamfields has delivered the requisite financial statements to Omni, such party terminates the Transaction Agreement due to the closing of the transaction not having occurred on or before the Outside Date. All other terms of the Transaction Agreement remain in full force and effect.

Mr. Clausi further stated, “Omni and Dreamfields are in constant communication as we all prepare for closing. The results of our due diligence have been highly positive, and with closing expected to take place in the near future, Mr. McAulay will help us complete our work in a timely manner.”

About Omni

Omni is a publicly listed company currently listed on the TSX Venture Exchange, trading under the symbol “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: “Peter M. Clausi”
Peter M. Clausi, President & CEO

For further information, please contact:

Anthony Balic, CFO
Phone: (604) 312-2425
Email: abalic@katunicapital.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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. 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. 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. Any 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.

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