VANCOUVER, BC / ACCESSWIRE / June 1, 2018 / Omni Commerce Corp. (TSX-V: OMNI, FRA: 0MZA) ("Omni" or the "Company") is pleased to announce that, after consideration of available opportunities, including publicized complexities related to the cryptocurrency sector, it has determined to redirect the focus of its business to the rapidly evolving legal cannabis space. In this regard, the Company has been exploring opportunities and negotiating potential transactions in the CBD (cannabidiol) and cannabis sectors, with a focus on companies active in e-commerce. Given that the Company does not currently have any material active operations, it is expected that, depending on transaction structure, this will result in either a change of business, pursuant to which the Company will become an investment issuer, or a fundamental transaction for the Company. The Company will disseminate a follow-up news release with additional details regarding the proposed transaction at a future date.
As previously announced, the Company executed a non-binding letter of intent in November 2017 to make an initial investment in a private blockchain technology company whose applications complemented the Company's core business in e-commerce. The proposed investment was anticipated to be the first of several investments sought to enhance the Company's profile in the blockchain and cryptocurrency sectors. However, due to the significant regulatory uncertainty in that area and the results of the Company's due diligence with respect to the transaction, the Company has determined not to proceed with this transaction. As a result, the Company has decided to explore other investment and acquisition opportunities in the CBD and cannabis industries, which may still involve companies with blockchain focused operations but to a lesser extent than previously contemplated.
Under the new strategy, the Company will utilize its industry contacts and internal expertise to build a portfolio of high-quality investments or business acquisitions, with a focus on acquiring businesses with strong potential to build shareholder value based upon established revenue streams and seeking superior returns by making investments in equity, debt or other securities of publicly traded or private companies or direct ownership stakes in businesses. Types of investments may include acquisitions of controlling interests in other entities or the acquisition of common shares, preferred shares, warrants, royalties, convertible debentures, bridge loans, or other investment vehicles selected to create value for the Company's shareholders while limiting downside risk.
The Company intends to adopt an investment policy that will delineate requirements with respect to its investment activities and strategy, including its objective to enhance long-term shareholder value, and its intent to accomplish this objective by making use of the experience and expertise of its management, Board and Advisory Board. Any investments or acquisitions considered by the Company will be subject to rigorous analysis and evaluation by management, and all major prospective investments and dispositions will be channeled through, and approved by, the Board.
Certain of the opportunities the Company is considering pertain to entities with operations in the CBD and cannabis sectors in areas of the United States where adult use of cannabis is legally permitted at the state level. Because such transactions and operations are currently prohibited by the TSX Venture Exchange, if the Company determines to proceed with such a transaction, it will seek the approval of the Company's shareholders for a change of listing of the Company's common shares from the TSX Venture Exchange to the Canadian Securities Exchange.
Completion of any transaction will be subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that a transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with any transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Omni is a Vancouver-based e-commerce company listed on TSX Venture Exchange. The Company aims to become a diversified investment and venture capital firm with a focus on e-commerce and the CBD and cannabis industries.
ON BEHALF OF THE BOARD
OMNI COMMERCE CORP.
Per: "Keir Reynolds"
Keir Reynolds, Chairman and CEO
For further information, please contact:
Omni Commerce Corp.
Keir Reynolds, CEO
Phone: (778) 988-9242
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Disclaimer for Forward-Looking Information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws, including: statements regarding the future strategy of the Company; potential future transactions; the sectors in which the Company is considering operating; the potential transfer of listing of the Company's common shares to the Canadian Securities Exchange; and the possible approvals of matters by shareholders of the Company. These forward-looking statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements and are frequently identified by words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which management believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Risks and uncertainties that may cause actual results to vary include, but are not limited to, failure by the Company to obtain shareholder approval of a proposed change of business or fundamental transaction if required; failure to obtain approval of the Company's shareholders for a transfer of listing of the Company's shares to the Canadian Securities Exchange; failure to obtain regulatory approval of the TSX Venture Exchange or the Canadian Securities Exchange, as applicable; failure to identify potential transaction opportunities with acceptable terms or that have the ability to increase shareholder value; risks related to investments and operations in the cannabis sector in the United States; and other factors beyond the Company's control, as well as the risks and uncertainties which are more fully described in our annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required by applicable law.
SOURCE: Omni Commerce Corp.