DreamFields Brands Inc. entered into a binding letter of intent to acquire Omni Commerce Corp. in a reverse merger transaction on July 26, 2019. DreamFields Brands Inc. entered into a definitive agreement to acquire Omni Commerce Corp. in a reverse merger transaction on September 13, 2019. Pursuant to the terms of the letter agreement, Omni has agreed to acquire all of the outstanding shares of DreamFields in exchange for one (1) post-consolidation share for every one (1) DreamFields share outstanding at the closing; provided that at the closing the capital structure of DreamFields will consist of no more than 86 million DreamFields shares and no securities convertible into DreamFields shares or any other rights or options to acquire DreamFields shares will be outstanding at the closing. As part of the agreement, in connection with the Dreamfields Merger, each share in the common stock of Dreamfields (each, a "Dreamfields Share"), 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. security holders of Dreamfields will exchange each of their Dreamfields Shares for one (1) Subordinate Voting Share.Prior to the Closing. Omni will complete a consolidation of its Shares on the basis of one post-consolidation share for each five pre-consolidation Shares. In connection with the transaction, Omni 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. The transaction agreement has been amended to provide that Dreamfields will pay a break fee to Omni in the amount of $0.05 million (CAD 0.066 million) if Dreamfields terminates the transaction agreement prior to delivering the requisite financial statements to Omni. The break fee will become mutual after Dreamfields has delivered the requisite financial statements to Omni, such that the break fee will be payable by whichever party terminates the transaction agreement due to the closing of the transaction not having occurred on or before the outside date. In connection with the closing, the management and Omni Board will be reconstituted to be comprised of nominees to be appointed by DreamFields. The officers of Omni are anticipated to include Sebastian Solano as Chief Executive Officer and Chairman, Lukasz Tracz as President, Scot Garrambone as Treasurer and Secretary. The transaction is subject to completion of the acquisition of DF Holdings by DreamFields Brands Inc., receipt of required corporate and regulatory approvals, Omni entry into the cannabidiol (CBD) and cannabis sectors, the approval of a majority of Omni minority shareholders to effect the delisting, Omni Commerce 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 letter agreement. The transaction is also subject to the satisfaction of various conditions precedent, including: Omni effecting the consolidation of shares, Omni completing the share structure amendment, Omni effecting the name change, Dreamfields delivering to Omni financial statements for each of Dreamfields and DF Holdings Group LLC, the reconstitution of management and the board of directors of Omni, the necessary corporate approvals of Dreamfields and the approval of the TSX Venture Exchange the CSE for the relisting. In the absence of a definitive agreement, the letter agreement will terminate on August 16, 2019. The special meeting of shareholders of Omni will be held in November 2019. As of March 16, 2020, the transaction agreement has also been amended to reflect that the previously announced break fee has been increased from $0.05 million (CAD 0.066 million) to $0.1 million (CAD 0.138 million). The closing of the transaction is anticipated to occur in fourth quarter of 2019. As per the amending agreement signed on December 30, 2019, the outside date of the transaction was extended from December 31, 2019 to January 31, 2020. On January 30, 2020, the parties entered into a second amending agreement to further extend the outside date from January 31, 2020 to February 7, 2020. As per the update dated February 12, 2020, Omni Commerce Corp. announces that it is in negotiations with Dreamfields Brands, Inc. to further extend the outside closing date to an expected date of March 13, 2020, such that Dreamfields will have sufficient time to deliver its audited financial statements to Omni Commerce Corp. Omni Commerce Corp expects to have these negotiations concluded by February 14, 2020. As of February 18, 2020, Omni Commerce Corp. reached an agreement to extend the outside closing date to March 13, 2020. The extension to the closing date will allow Dreamfields to deliver its audited financial statements. As of March 16, 2020, the transaction closing been extended from March 13, 2020 to April 10, 2020.