Originate, Inc.

July 04, 2016 16:17 ET

Early Warning Report

LOS ANGELES, CALIFORNIA--(Marketwired - July 4, 2016) - Originate, Inc., of 10990 Wilshire Blvd, Suite 140, Los Angeles, California, 90024, today announced that on June 30, 2016 it acquired ownership of the right to acquire, at any time, a total of up to 9,687,110 common shares ("Versus Shares") in the capital of Versus Systems Inc. (formerly Opal Energy Corp.) ("Versus") and warrants ("Warrants") to acquire up to an additional 4,843,555 Versus Shares in connection with the acquisition by Versus of Originate's interest in Versus LLC. The Warrants are exerciseable at a price of CND$0.20 per Versus Share at any time until June 30, 2019 (subject to accelleration in the event the Versus Shares trade on the Canadian Securities Exchange ("CSE") at a price greater than CDN$0.60 for more than 30 days). Please refer to Versus' press release dated June 30, 2016 for further details in connection with Versus' acquisition of Versus LLC.

Prior to the Closing Date, Originate did not hold or have the right to acquire any Versus Shares. On the Closing Date, after the acquisition of the right to acquire a total of up to 9,687,110 Versus Shares and Warrants to acquire up to an additional 4,843,555 Versus Shares referred to above, Originate has the right to acquire up to approximately 18.7% of the total number of the issued and outstanding Versus Shares (based on 63,101,015 Versus Shares outstanding as of today's date plus the 14,530,665 Versus Shares issuable to Originate, including those issuable on exercise of the Warrants). Originate has not yet exercised its right to acquire Versus Shares and does not currently hold any issued Versus Shares.

The Versus Shares aquired by Originate will be placed in escrow, as required by National Policy 46-201 Escrow for Initial Public Offerings and the rules of the CSE. The Versus Shares will be released from escrow in stages, with the final Versus Shares being released on June 30, 2019, the date that is 36 months from the Closing Date.

Originate holds these rights for investment purposes and Originate anticipates that upon its acquisition of Versus Shares it will hold the Versus Shares for investment purposes.

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