OOOOO Entertainment Commerce Limited Completes Qualifying Transaction

July 20, 2021 4:23 PM EDT

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OOOOO Entertainment Commerce Limited to begin trading on Thursday, July 22, 2021

Vancouver, British Columbia--(Newsfile Corp. - July 20, 2021) - OOOOO Entertainment Commerce Limited (TSXV: ETV.H)(the "Company" or "OOOOO Entertainment Commerce") (formerly Evermount Ventures Inc.) is pleased to announce that it has completed its previously announced qualifying transaction (the "Transaction") with Video Commerce Group Limited ("VCG"), including the exchange of subscription receipts (the "Subscription Receipts") issued pursuant to VCG's previously announced $15 million private placement offering (the "Offering").

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.

Sam Jones, Chief Executive Officer of OOOOO Entertainment Commerce stated:

"We believe that live, interactive, mobile commerce is a total game changer for the retail industry. It can enable manufacturers, retailers, brands and individuals to easily broadcast products and services directly to consumers in the form of shoppable live videos on a smartphone.

Such real-time, mobile to mobile commerce collapses processes of old. Such technology not only cuts out unnecessary middle-men, but will give rise to new career options as live hosts, as more and more people can influence buying behaviour through authentic and creative video content linked to products that can be purchased in a single click.

Our goal at OOOOO Entertainment Commerce is to play a leading role in delivering technology and training that allows organizations and creators to participate in the live streaming economy.

We would like to thank the management team of Evermount for their support during this process and we look forward to welcoming their shareholders to the OOOOO community. We expect this qualifying transaction will allow us to grow the Company and attract further investment as OOOOO grows globally."

The Transaction, which constitutes the Company's "Qualifying Transaction", was completed by share exchange, pursuant to which the Company acquired all of the outstanding ordinary shares of VCG. VCG is now a wholly-owned subsidiary of OOOOO Entertainment Commerce.

Immediately prior to the closing of the Transaction, the Company consolidated its existing common shares on a 2:1 basis (the "Consolidation"), implemented a dual class voting structure, including reclassifying its common shares as subordinate voting shares (the "Subordinate Voting Shares") and implementing a new class of multiple voting shares (the "Multiple Voting Shares"), and changed its name to "OOOOO Entertainment Commerce Limited".

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.

An aggregate of 32,582,944 Subordinate Voting Shares issued to former VCG shareholders will be subject to seed share resale restrictions imposed by the TSXV. 11,815,617 of such Subordinate Voting Shares are subject to a four month hold period with 20% released each month with the first release on closing and 20,767,327 subject to a one year hold period with 20% released every three months with the first release on closing. In addition, a total of 17,332,771 Multiple Voting Shares held by Sam Jones and 2,525,251 Subordinate Voting Shares held by Eric Zhang are subject to a Value Escrow Agreement pursuant to the rules of the TSXV and 500,000 Subordinate Voting Shares remain subject to the Company's CPC Escrow Agreement.

Full details of the Transaction and certain other matters are set out in the filing statement of the Company dated March 10, 2021, the management information circular dated March 3, 2021 and the news release dated June 21, 2021. Copies of the foregoing are available under OOOOO Entertainment Commerce's profile on SEDAR at: www.sedar.com.

Conversion of Video Commerce Subscription Receipts and Escrow Release

As previously announced, VCG completed the Offering for gross proceeds of $15,008,800. In connection with the closing of the Transaction, the 13,474,250 Subscription Receipts issued pursuant to the Offering were automatically converted into 13,474,250 ordinary shares of VCG. A total of 18,761,000 ordinary shares of VCG were issued pursuant to the Offering, each of which has been exchanged for one Subordinate Voting Share.

About OOOOO Entertainment Commerce

OOOOO Entertainment Commerce operates a technology platform that enables retailers, brands and influencers to share product based opinions directly to consumers through live, interactive, shoppable videos. The platform also offers gamification and social features which reward the community for helping to grow the user base, reducing the need for traditional ad networks.

The Company was founded in 2020 by Sam Jones and Eric Zhang and has offices in Oxford and Shanghai.

Forward-Looking Information

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. OOOOO Entertainment Commerce cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond OOOOO Entertainment Commerce's control. Such factors include, among other things: risks and uncertainties relating to the timing of OOOOO Entertainment Commerce's Subordinate Voting Shares commencing trading on the TSXV, projections of company growth or the ability to attract additional capital investment and other risks and uncertainties, including those described in OOOOO Entertainment Commerce's other disclosure documents filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, OOOOO Entertainment Commerce undertakes no obligation to publicly update or revise forward-looking information.

For further information please contact:

OOOOO Entertainment Commerce Limited
Samuel Jones, Chief Executive Officer
sam@ooooo.com
44 7508 099 300

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 RELEASE.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/90786.



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