Sebastiani Ventures Provides Update on Evokai RTO

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

VANCOUVER, BC / ACCESSWIRE / March 27, 2023 / Sebastiani Ventures Corp. ("Sebastiani" or the "Company") (TSXV:SBS.H), further to its press releases issued September 23, 2022 and December 22, 2022, is pleased to provide an update on its proposed reverse takeover to acquire EvokAI Creative Labs Inc. ("EvokAI") (the "Acquisition").

The Company's filing statement, dated as of March 27, 2023 (the "Filing Statement"), has been cleared by the TSX Venture Exchange (the "Exchange") for filing and may be viewed under the Company's profile on SEDAR at www.sedar.com. The Filing Statement describes the Company's proposed Acquisition, as announced on September 22, 2022.

In connection with the Acquisition, 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. Pursuant to an amendment dated March 23, 2023 to the definitive business combination agreement (the "Merger Agreement"), holders of all EvokAI shares will be issued an aggregate of 51,500,000 post Consolidation common shares of Sebastiani at a deemed price of $0.75 per share (the "Consideration Shares"), as consideration in exchange for 100% of the EvokAI shares outstanding immediately prior to closing of the Acquisition.

Pursuant to an amendment dated March 23, 2023 to the non-brokered private placement financing (the "Financing") that closed on December 22, 2022, the subscription receipts were amended such that EvokAI has issued 6,666,667 subscription receipts (the "Subscription Receipts") at a price of $0.75 per Subscription Receipt for aggregate gross proceeds of $5,000,000. Immediately prior to the Acquisition, on satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt will be automatically exercised, for no further consideration and with no further action on the part of the holder thereof, to acquire units of EvokAI (each whole unit, an "EvokAI Unit").

In connection with the closing of the Acquisition, the EvokAI Units will be exchanged for units (a "Resulting Issuer Unit") of the issuer resulting from the Acquisition (the "Resulting Issuer"), resulting in the issuance of 6,666,667 Resulting Issuer Units. Each Resulting Issuer Unit will be comprised one post Share Consolidation (as defined below) common share (a "Resulting Issuer Share") and one-half of one common share purchase warrant (each whole warrant, a "Resulting Issuer Warrant") of the Resulting Issuer. Each Resulting Issuer Warrant will be exercisable to acquire one Resulting Issuer Share at a price of $1.25 per share for a period of two years from closing of the Acquisition.

The gross proceeds of the Financing are currently held in escrow with Endeavor Trust Corporation as escrow agent, pending satisfaction of certain conditions (the "Escrow Release Conditions"), including, amongst others, the satisfaction or waiver of each of the conditions precedent to the Acquisition.

If the Escrow Release Conditions are not met on or before April 15, 2023, the Subscription Receipts will be cancelled, and holders of Subscription Receipts will be returned a cash amount equal to the issue price of the Subscription Receipts.

Union Group Ventures Limited ("Union"), a private company indirectly controlled by Juan Sartori, participated in the Financing, acquiring 1,333,333 Subscription Receipts. Upon closing of the Acquisition, Union will own 34,541,775 (51.9%) Resulting Issuer Shares, and 666,666 Resulting Issuer Warrants. Arvesa Corp., a private company also indirectly controlled by Juan Sartori, will own 5,996,780 (9.0%) Resulting Issuer Shares.

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.

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 and Chief Financial Officer

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.

Peter Dickie - Director

Mr. Dickie has spent over 40 years in the public and private corporate environment, having served in a variety of management and executive roles in both private and public companies during that time. Mr. Dickie is the former President, CEO, and a director of NioCorp Developments, a company developing the largest super-alloy mineral deposit in North American. During Mr. Dickie's six years with NioCorp, NioCorp's market capitalization grew from under $5 million to over $200 million. Mr. Dickie is a former Registered Investment Advisor with a Canadian securities firm, and a graduate of both the University of Victoria, and the University of British Columbia.

Rick Cox - Director

Mr. Cox is the President of a privately held water sciences company, Ocion Water Sciences Inc. Mr. Cox has also served as a senior officer of a private geothermal manufacturing company which was sold to a publicly held multinational corporation. Mr. Cox is also a director of several public companies and has been a senior officer and owner of several privately held manufacturing entities over the past 25 years.

Completion of the Acquisition is subject to a number of conditions, including, but not limited to: final approval of the Exchange; completion of the Consolidation; and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, closing of the Acquisition is expected to occur in early April, 2023. Upon completion of the Acquisition, the Company is expected to meet all of the minimum listing requirements of the Exchange for a Tier 2 Technology issuer.

Trading of the Company's common shares will remain halted until completion of the Acquisition. The common shares of the Company, as the Resulting Issuer, will resume trading under the symbol "OKAI" following the publication of a final exchange bulletin by the Exchange in respect of closing of the Acquisition.

Further details of the Acquisition will follow in future news releases.

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, final Exchange acceptance. 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 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 Company's expectations regarding the Acquisition, the terms and timing of the conversion of the Subscription Receipts, the trading status of the Resulting Issuer Shares upon completion of the Acquisition, the ability of the Company or EvokAI to satisfy the Escrow Release Conditions, and the 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 risks that the Acquisition does not proceed, or does not 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.