Omni Commerce Corp. entered into letter of intent to acquire 44% stake in Northshore Gold Property from Balmoral Resources Ltd for CAD 1.1 million on June 11, 2020. Omni Commerce Corp. entered into definitive agreement to acquire 44% stake in Northshore Gold Property from Balmoral Resources Ltd for CAD 1.1 million on June 22, 2020. Omni Commerce Corp. will pay CAD 0.3 million and issue to Balmoral an aggregate of 1.3 million common shares in the capital of Omni on a post-Consolidation basis. Omni Commerce Corp. paid a CAD 0.02 million non-refundable cash deposit to Balmoral on execution of the letter of intent, and has agreed to pay an additional CAD 0.02 million non-refundable cash deposit to Balmoral upon execution of the Definitive Agreement. As per terms of definitive agreement, Omni will make a cash payment of CAD 0.04 million in non-refundable cash deposits (already paid), CAD 0.22 million cash payable on completion of the transaction and CAD 0.8 million payable by the issuance of 1.3 million post-consolidation common shares in the capital of Omni. If the issuance of the consideration shares together with any prior shareholdings of Balmoral or any of its associates or affiliates in Omni would result in them, directly or indirectly holding more than 9.9% of the total issued and outstanding common shares of Omni on closing, then the number of consideration shares issuable will be reduced so that their collectively holdings are no more than 9.9% of the total issued and outstanding shares of Omni, and the closing share consideration amount will be reduced and the closing cash consideration amount increased accordingly.

Prior to the Closing, Balmoral will execute and deliver to Omni a voluntary escrow agreement, to be effective as of the closing. The Escrow Agreement will provide, among other things, that all Consideration Shares will be deposited into escrow, with an escrow agent to be determined by Omni in its sole discretion and at the expense of Omni, and with the Consideration Shares to be released from escrow as to 25% on each of the days which is four, six, eight and 12 months after the Closing. In addition, under the terms of the letter of intent, 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 (collectively, the “Consolidation”) prior to Closing. Omni has also agreed to raise gross proceeds of not less than CAD 1.5 million through the private placement of subscription receipts of Omni. Each Sub Receipt will be issued at a subscription price of CAD 0.60 per Sub Receipt on a post-Consolidation basis and will consist of one Omni Share and one common share purchase warrant, with each Financing Warrant entitling the holder to acquire one additional post-Consolidation Omni Share at an exercise price of CAD 1.00 per post Consolidation Omni Share for a period of 2 years. Omni Commerce Corp. and Balmoral Resources Ltd intend to enter into definitive agreement on or before June 30, 2020. The transaction is subject to satisfactory due diligence, entry into a Definitive Agreement, Omni completing the Financing, Omni completing the Consolidation, Omni obtaining a new technical report on the Property that is compliant with National Instrument 43-101, Omni applying to list its common shares on a Canadian stock exchange, Omni completing the acquisition of the 56% interest in the Property from CBLT, receipt of all requisite approvals, and other conditions customary for transactions of this nature. The letter of intent includes a completion deadline of August 31, 2020. As of June 24, 2020, the parties intend to complete the transaction on or before August 31, 2020.

Omni Commerce Corp. completed the acquisition of 44% stake in Northshore Gold Property from Balmoral Resources Ltd on August 31, 2020. Omni Commerce now owns 100% of the property.