Video Commerce Group Ltd. entered into a definitive securities exchange agreement to acquire Evermount Ventures Inc. (TSXV:ETV.H) in a reverse merger transaction for CAD 5 million on September 1, 2020. Under the terms of the transaction, Evermount will acquire all of the outstanding securities of Video Commerce Group at the closing time in consideration for 51 million Evermount common shares at a deemed price of CAD 0.40 per share. As of March 9, 2021, Evermount Ventures entered into an amended Securities Exchange Agreement. Pursuant to the Securities Exchange Agreement, Evermount will acquire all of the outstanding securities of VCG at the closing time in consideration for 52,440,996 Evermount common shares an increase from the previously announced amount of 51,000,000. As of June 21, 2021, due to change in the outstanding shares of Video Commerce Group Ltd. and considering 52.44 million shares of Evermount Ventures will be issued, the exchange ratio is 2666.5802. In connection with the transaction, Evermount will complete a private placement of up to 10 million common shares (or subscription receipts convertible into common shares) at a price of CAD 0.40 per security for gross proceeds of up to CAD 4 million. In connection with the Transaction, Video Commerce will complete a private placement of up to 15 million subscription receipts at a price of CAD 0.80 per security for gross proceeds of up to CAD 12 million. As of June 21, 2021, Video Commerce will complete a private placement of up to 13.5 million subscription receipts for gross proceeds of up to CAD 10.8 million. Additionally, VCG has issued ordinary shares in the capital of VCG at a price of CAD 0.8 per share for gross proceeds of CAD 4.2 million to an arm's length strategic investor. The VCG shares issued pursuant to the ordinary share issuance will be converted into 5.29 million subordinate voting shares of the resulting issuer on closing of the transaction. VCG expects to utilize up to CAD 2.4 million of the proceeds from the ordinary share issuance prior to closing of the transaction for recruiting Creators, additional studio space and for general corporate purposes, with the balance being available to the resulting issuer on closing of the transaction. As of June 21, 2021, the parties have agreed to increase the transaction financing from CAD 12 million to CAD 15 million.

Subject to TSXV approval, Evermount will provide Video Commerce with refundable bridge financing of CAD 0.23 million to be utilized for general corporate purposes and transaction related costs. As on March 23, 2021, Evermount has provided Video Commerce with refundable bridge financing of CAD 284,420. On closing of the transaction, Evermount intends to change its name to "OOOOO Social Commerce Ltd." or such other name as Video Commerce Group may determine and is approved by the TSXV. Trading in the Evermount shares has been halted as a result of the signing of the Share Exchange Agreement for the transaction. Under the articles of Evermount and applicable corporate law, the maximum number of directors that may be appointed without shareholder approval is four. On completion of the transaction, the board is expected to consist of: Sam Jones, Chairman, Chief Executive Officer and Director; Eric Zhang, Director; Ash Kandhari, Director; Wayne Lloyd, Director. It is anticipated that upon completion of the Qualifying Transaction, Messrs. Woods and Jin and Ms. Kuang will resign as directors of Evermount. In addition to the foregoing directors, the resulting issuer plans to constitute a temporary advisory board whose members will be nominated as directors of Evermount at the next annual general meeting of shareholders. Prior to closing, Evermount intends, subject to TSXV approval, to enter into a voting rights agreement, effective as of completion of the transaction that will provide Sam Jones with a right to nominate at least 50% of Evermount's directors. The Annual and Special General Meeting of shareholders of Evermount has been postponed from March 4, 2021 to March 30, 2021.

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval; where applicable, the transaction cannot close until the required shareholder approval is obtained; Evermount shall have obtained the requisite approval of the shareholders of Evermount, as necessary, to complete the share exchange and, unless waived in writing by Video Commerce Group: (i) the Evermount name change, (ii) the election of five (5) directors of Evermount at the closing time as contemplated herein, and (iii) the article amendment; TSXV shall have approved the Share Exchange and agreed to list the Evermount Shares (including the Consideration Shares and other Evermount Shares that may be issuable on the exercise of securities convertible into Evermount shares) on the TSXV; each of Video Commerce Group shareholders contemplated by Section 2.5 herein shall have entered into and delivered the escrow agreement contemplated by Section 2.5 and otherwise complied with the TSXV escrow requirements; upon completion of the Share Exchange, the board of directors of Evermount will consist of five directors all of whom shall be nominated by VCG and one (1) of whom shall be Wayne Llyod and the officers of Evermount shall have been reconstituted as directed by Video Commerce Group as contemplated herein, and each of the resigning directors and officers shall have provided releases of any and all claims against Evermount and Video Commerce Group as any of them may have had prior to closing; Evermount shall have completed the Evermount private placement on or before the closing of transaction; Evermount shall have a minimum cash balance of CAD 0.2 million and no material outstanding liabilities; the Article Amendment shall be completed as contemplated herein, the Evermount Name Change shall be completed as contemplated herein and other customary consitions. As of March 15, 2021, the conditional acceptance from the TSX Venture Exchange was received. The transaction is expected to close by April 30, 2021. Gary S. Gill of Sangra Moller LLP and Simcha Koevary of Meitar | Law Offices acted as legal advisor to Video Commerce Group. L.K. Larry Yen of Boughton Law Corporation acted as legal advisor to Evermount. Guilherme Potenza and Adriana Rollo of Bronstein, Zilberberg, Chueiri & Potenza Advogados acted as legal advisors to Video Commerce Group Limited.

Video Commerce Group Ltd. completed the acquisition of Evermount Ventures Inc. (TSXV:ETV.H) in a reverse merger transaction on July 19, 2021. Pursuant to the transaction, OOOOO Entertainment Commerce issued: (i) 35,108,195 Subordinate Voting Shares to VCG shareholders (except for Samuel Jones) in exchange for each ordinary share of VCG held by such shareholders; and (ii) 17,332,771 Multiple Voting Share to Samuel Jones in exchange for each ordinary share of VCG held by Samuel Jones. Samuel Jones is the sole holder of the Multiple Voting Shares. In connection with the RTO, Kameen Limited exchanged each one of its ordinary shares in the capital of Video Commerce Group Limited for 2,666.6 Subordinate Voting Shares. Pursuant to the RTO, in exchange for its ordinary shares of VCG, Kameen Limited acquired ownership of 8,477,058 Subordinate Voting Shares, representing 13.8% of the issued and outstanding Subordinate Voting Shares. VCG is now a wholly-owned subsidiary of OOOOO Entertainment Commerce. Immediately prior to the closing of the transaction, Video Commerce consolidated its existing common shares on a 2:1 basis, implemented a dual class voting structure, including reclassifying its common shares as subordinate voting shares and implementing a new class of multiple voting shares and VCG completed the offering for gross proceeds of CAD 15,008,800. and changed its name to "OOOOO Entertainment Commerce Limited". The subordinate voting shares of OOOOO Entertainment Commerce are set to commence trading on the TSX Venture Exchange (the "TSXV") under the ticker symbol "OOOO" at the commencement of trading on Thursday, July 22, 2021. OOOOO will look forward to welcoming Evermount's shareholders to the OOOOO community.