EvokAI Announces Completion Of Reverse Takeover Transaction

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VANCOUVER, BC / ACCESSWIRE / April 12, 2023 / EvokAI Creative Labs Inc. (TSX-V:OKAI) ("EvokAI" or the "Company") (formerly known as Sebastiani Ventures Corp., TSX-V: SBS.H), is pleased to announce the completion of the previously announced acquisition (the "Acquisition") by Sebastiani Ventures Corp. ("Sebastiani") of all of the issued and outstanding shares of EvokAI Creative Labs Inc. ("EvokAI Privco"), which constitutes a reverse takeover transaction under the policies of the TSX Venture Exchange (the "Exchange"). The Acquisition was completed pursuant to the terms and conditions of the business combination agreement dated September 22, 2022, as amended March 23, 2023, among Sebastiani, its wholly owned subsidiary, Sebastiani Mergerco Inc. ("Subco"), and EvokAI Privco (the "Merger Agreement").

In connection with the Acquisition, Sebastiani changed its name to EvokAI Creative Labs Inc. and completed a consolidation of its common shares on a 2.6628503-for-1 basis (the "Consolidation") such that it had 8,414,268 common shares ("Post-Consolidation Sebastiani Shares") issued immediately prior to closing of the Acquisition. As part of the three-cornered merger pursuant to the Merger Agreement, EvokAI Privco merged with Subco pursuant to the laws of the British Virgin Islands, with the merged company continuing as a wholly-owned subsidiary of EvokAI, and holders of all EvokAI Privco shares were issued an aggregate of 51,500,000 Post-Consolidation Sebastiani Shares at a deemed price of $0.75 per share as consideration in exchange for 100% of the EvokAI Privco shares outstanding immediately prior to closing of the Acquisition.

Effective at the opening of the market on April 14, 2023, the common shares in the capital of EvokAI, as the resulting issuer, (the "Resulting Issuer Shares") will commence trading on the Exchange under the symbol "OKAI". The new CUSIP number for the Resulting Issuer Shares is 30053J101 and the new ISIN is CA30053J1012. For further information on the Acquisition, please see the Company's Filing Statement dated March 27, 2023, which was prepared in accordance with the requirements of the Exchange and filed under EvokAI's issuer profile on SEDAR at www.sedar.com.

Financing

In addition, immediately prior to completion of the Acquisition, on satisfaction of certain escrow release conditions, the aggregate of 6,666,667 subscription receipts of EvokAI Privco (the "Subscription Receipts") issued pursuant to the previously announced private placement financing for aggregate gross proceeds of $5,000,000 (the "Financing"), were automatically exchanged for units of EvokAI Privco, which were immediately converted into an aggregate of 6,666,667 units of EvokAI (each, a "Resulting Issuer Unit") for no additional consideration. Each Resulting Issuer Unit consists of one Resulting Issuer Share and one-half of one Resulting Issuer Share purchase warrant (each whole warrant, a "Resulting Issuer Financing Warrant"). Each Resulting Issuer Financing Warrant entitles the holder thereof to acquire one Resulting Issuer Share at a price of $1.25 per Resulting Issuer Share until April 11, 2025. All securities issued by the Company in connection with the Financing are free trading.

The proceeds of the Financing will be used to fund the Company's development costs, potential acquisitions, and for general working capital purposes.

Description of EvokAI

EvokAI is a medtech artificial-intelligence-powered company headquartered in Allschwil, Switzerland. EvokAI is dedicated to the development of transformational and innovative technologies for the modern health care 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 health care system, from hospitals, private clinics, research institutions, pharmaceutical companies, contract research organizations to medical professionals, patients, healthy individuals aiming at preventing and early detecting any kind of disease and beyond, protecting the aging genome.

Board of Directors and Management Changes

In connection with the completion of the Acquisition, the Company's Board of Directors and management team has been reconstituted to include four directors and management comprised of the following individuals: Alejandro Antalich - Director and Chief Executive Officer, Scott Ackerman - Director, Chief Financial Officer and Corporate Secretary, Peter Dickie - Director, and Rick Cox - Director.

Share Capital

The current share capital of the Company consists of:

66,580,953 Resulting Issuer Shares issued and outstanding, including an aggregate of 48,858,114 Resulting Issuer Shares which are subject to escrow and will be released over 36 months from closing of the Acquisition;

3,575,000 options with an exercise price of $1.00, expiring five years from closing of the Acquisition, which were granted on closing of the Acquisition to certain directors, officers and consultants of the Company (the "Resulting Issuer Options");

425,000 restricted share units of the Resulting Issuer which were granted on closing of the Acquisition to certain directors, officers and a consultant of the Company; and

4,585,124 Resulting Issuer Share purchase warrants consisting of (a) 1,251,791 with an exercise price of $0.266 per share, expiring June 1, 2023, of which 500,716 are subject to escrow, and (b) 3,333,333 with an exercise price of $1.25, expiring April 11, 2025.

Early Warning Disclosure

As a result of the Acquisition, Union Group Ventures Limited ("Union"), a private company indirectly controlled by Juan Sartori, has ownership and control over 34,541,775 Resulting Issuer Shares, representing 51.9% of the issued and outstanding Resulting Issuer Shares (or 35,358,441 Resulting Issuer Shares and 52.5% of the Company's then outstanding Resulting Issuer Shares on a partially diluted basis, assuming exercise of Union's Resulting Issuer Financing Warrants and Resulting Issuer Options). Arvesa Corp. ("Arvesa"), a private company also indirectly controlled by Juan Sartori, owns 5,995,780 (9.0%) Resulting Issuer Shares.

Neither the Company nor, to the knowledge of the Company after reasonable inquiry, does Union or Arvesa have knowledge of any material information concerning the Company or its securities which has not been generally disclosed.

The Company has been advised that the securities were acquired by Union and Arvesa for investment purposes and Union and Arvesa have no present intention to acquire further securities of the Company, although Union and Arvesa may, in the future, acquire or dispose of securities of the Company through the market or otherwise, as circumstances or market conditions warrant.

To obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation, please go to the Company's profile on SEDAR.

For more information, please contact Alejandro Antalich, a director and CEO of the Company, at +358 50 5512 848 or email: alejandro.antalich@evokailabs.com.

On Behalf of the Board of Directors of EvokAI Creative Labs Inc.

Alejandro Antalich, CEO
EvokAI Creative Labs Inc.
Phone: +358 50 5512 848
Email: alejandro.antalich@evokailabs.com

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 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 Company's proposed use of proceeds from the Financing. 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, are subject to certain risks and uncertainties (including geopolitical risk, regulatory 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 Company 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: EvokAI Creative Labs Inc.