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VANCOUVER, BC / ACCESSWIRE / September 23, 2022 /Sebastiani Ventures Corp. ("Sebastiani" or the "Company") (TSX-V:SBS.H), further to its press release issued August 17, 2022, is pleased to announce that it has entered into a definitive business combination agreement (the "Merger Agreement") dated effective September 22, 2022, pursuant to which it will acquire (the "Acquisition"), through its newly formed subsidiary, all the issued and outstanding share capital of EvokAI Creative Labs Inc. ("EvokAI").
The Acquisition will constitute a reverse takeover under the policies of the TSX Venture Exchange (the "Exchange"). Upon closing, it is anticipated that Sebastiani will graduate to Tier 2 of the Exchange as a technology issuer and will change its name to EvokAI Creative Labs Inc.
EvokAI is a MedTech AI-powered company incorporated in the British Virgin Islands on July 7, 2021, and headquartered in Allschwil, Switzerland. EvokAI is dedicated to the development of transformational and innovative technologies for the modern healthcare sector. It deploys machine learning models to search medical data and uncover insights to help improve health outcomes, patient experiences, drug development, preclinical and clinical decisions and provide more accurate diagnoses. EvokAI tailors its AI algorithms across the whole healthcare system, from hospitals, private clinics, research institutions, pharmaceutical companies, contract research organizations, to medical professionals, patients, healthy individuals aiming at preventing any kind of disease and beyond, protecting the aging genome.
EvokAI has shown significant advances during the last months, bridging the gap between neuroscience and artificial intelligence, tackling one of the most severe neurodegenerative diseases, Alzheimer's, which is becoming more common as the general population gets older and lives longer, and recently broadening its scope by revolutionizing Parkinson´s Disease analysis and treatment. Entering the MedTech field, this unique novel wireless medical device accurately analyzes the magnitude of movement disorders and the effectiveness of treatments for Parkinson's disease and other movement disorders, a smart device to improve patients' quality of life and support doctors in their work.
For the six months ended June 30, 2022 (unaudited), EvokAI had $nil revenue, and incurred a loss of $189,695 ($nil revenue and loss of $3,586,712 for the period from July 7, 2021 to December 31, 2021 - unaudited). As at June 30, 2022 (unaudited), EvokAI has assets of $53,962 and liabilities of $189,319 (December 31, 2021 (unaudited): assets of $55,338 and $nil liabilities).
For more information about EvokAI, visit the company's website at https://evokailabs.com.
Terms of the Acquisition
EvokAI currently has 14,068,636 common shares and 661,290 class B preferred shares (collectively, the "EvokAI Shares") outstanding. Union Group Ventures Limited, a private company indirectly controlled by Juan Sartori, owns 11,495,283 (78.3%) EvokAI Shares. The Acquisition will be completed pursuant to which, inter alia,(i) Sebastiani will complete a consolidation of its common shares on a 2.6628503 old for 1 new basis (the "Consolidation") such that it will have 8,414,286 common shares issued immediately prior to closing of the Acquisition, and (ii) holders of EvokAI Shares will be issued an aggregate of 70,000,000 post Consolidation common shares of Sebastiani at a deemed price of $1 per share (the "Consideration Shares"), on the basis of 1 EvokAI Share for 4.752230256 Consideration Shares, as consideration in exchange for their EvokAI Shares. Certain of the Consideration Shares will be subject to escrow and resale restrictions pursuant to the policies of the Exchange.
Upon closing of the Acquisition, current securityholders of Sebastiani will own 8,414,286 post Consolidation common shares, and 1,251,791 share purchase warrants will be exercisable at $0.266 per post Consolidated common share until June 1, 2023.
Financing
As a condition to completing the Acquisition, the parties intend to complete a non-brokered private placement financing (the "Financing") of subscription receipts of EvokAI, (the "Subscription Receipts"), to raise a minimum of $5,000,000, through the issuance of a minimum of 5,000,000 Subscription Receipts at a price of $1.00 per Subscription Receipt.
The proceeds of the Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, and completing all matters and conditions relating to the Acquisition, including the Consolidation. Immediately prior to the completion of the Acquisition, on satisfaction of the escrow conditions, each Subscription Receipt will ultimately be exchanged, for no further consideration and with no further action on the part of the holder thereof, for one common share of the issuer resulting from the Acquisition, (the "Resulting Issuer"). In the event that the Acquisition is not completed, each Subscription Receipt will be cancelled, and the subscription funds will be returned to the subscribers. The Company may pay a commission in connection with the Financing. Once released from escrow, the Resulting Issuer will use the proceeds of the Financing for research and development, marketing and sales, and for general working capital purposes.
All securities issued by the Resulting Issuer in connection with the Financing will be free trading upon completion of the Acquisition.
Board of Directors and Management Changes
On completion of the Acquisition, the Company's Board of Directors and management team will be reconstituted to include four directors and management comprised of individuals from EvokAI and Sebastiani, including the individuals listed below. Further details of the full management team will be provided in subsequent press releases.
Alejandro Antalich - Director and Chief Executive Officer
Mr. Antalich is the former Chief Executive Officer of the Canadian Company ICC Labs Inc. (TSXV), the first publicly traded company in the world to sell cannabis to a federal government. Mr. Antalich led ICC Labs to its successful sale to Aurora Cannabis Inc. (TSX) in November 2018, a $300 million transaction. Mr. Antalich is an entrepreneur and investor with a commercial instinct and vision towards business growth, with expertise in the medtech and foodtech sectors, as well in the pharmaceutical industry, operations, manufacturing and product development. Mr. Antalich is also the CEO and a director of Biomind Labs Inc., a Canadian publicly traded life sciences company specializing in fast acting psychedelics and tailored drug delivery systems targeting specific therapeutic indications.
Scott Ackerman - Director
Mr. Ackerman is the President and CEO of Emprise Capital Corp. ("Emprise") a company providing management, restructuring, accounting and financial services to public companies. Mr. Ackerman has been active in the public markets for 30 years, having held senior executive roles in various capacities from Investor Relations to Executive Management, including Chair of the Audit Committee. In addition, to this role with Emprise, Mr. Ackerman serves as director and/or officer of a number of publicly traded and private "start-up" venture companies. Mr. Ackerman graduated from the British Columbia Institute of Technology with a diploma in Marketing in 1987.
A copy of the Merger Agreement will be filed and accessible under Sebastiani's profile on SEDAR (www.sedar.com), and in connection with the Acquisition and pursuant to the requirements of the Exchange, Sebastiani will also file on SEDAR a filing statement which will contain details regarding the Acquisition, Sebastiani, EvokAI, and the Resulting Issuer.
The Acquisition is not a non-arm's length transaction under the policies of the Exchange and therefore is not expected to require approval of Sebastiani's shareholders. Sebastiani intends to apply for a waiver from sponsorship requirements, however, there is no assurance that Sebastiani will obtain this waiver.
Completion of the Acquisition is subject to a number of conditions, including completion of the Financing, receipt of all necessary shareholder and regulatory approvals, execution of related transaction documents, and Exchange approval. Investors are cautioned that, except as disclosed in the disclosure documents to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading of Sebastiani's common shares will remain halted until completion of the Acquisition.
For further information, contact Scott Ackerman at 1-778-331-8505 or sackerman@emprisecapital.com.
On Behalf of the Board of Directors of:
SEBASTIANI VENTURES CORP.
Scott Ackerman
Director
Sebastiani Ventures Corp.
Email: sackerman@emprisecapital.com
Completion of the Acquisition is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Sebastiani should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements included in this announcement, including statements concerning our and EvokAI's plans, intentions, and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward‐looking statements". Forward-looking statements include, among other matters, the terms and timing of the Acquisition, the Financing, the growth plans of EvokAI and statements concerning the Company following the Acquisition, including the composition of the Company's board of directors and management team. Forward‐looking statements may be, but are not always, identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company's and EvokAI's future operations and business prospects, are subject to certain risks and uncertainties (including risks that the Acquisition does not proceed, or proceed on the expected terms, geopolitical risk, regulatory, Covid-19 and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management's assumptions underlying such statements, including assumptions concerning the Acquisition or future developments, circumstances or results will materialize. The forward-looking statements included in this news release are made as of the date of this new release and the Company does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.
SOURCE: Sebastiani Ventures Corp.
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