Sebastiani Ventures Enters Definitive Settlement to Purchase Synthetic Intelligence Firm, Evokai Artistic Labs Inc.



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VANCOUVER, BC / ACCESSWIRE / September 23, 2022 / Sebastiani Ventures Corp. (“Sebastiani” or the “Firm“) (TSX-V:SBS.H), additional to its press launch issued August 17, 2022, is happy to announce that it has entered right into a definitive enterprise mixture settlement (the “Merger Settlement“) dated efficient September 22, 2022, pursuant to which it can purchase (the “Acquisition“), via its newly shaped subsidiary, all of the issued and excellent share capital of EvokAI Artistic Labs Inc. (“EvokAI“).

The Acquisition will represent a reverse takeover below the insurance policies of the TSX Enterprise Alternate (the “Alternate“). Upon closing, it’s anticipated that Sebastiani will graduate to Tier 2 of the Alternate as a expertise issuer and can change its identify to EvokAI Artistic Labs Inc.

EvokAI is a MedTech AI-powered firm integrated within the British Virgin Islands on July 7, 2021, and headquartered in Allschwil, Switzerland. EvokAI is devoted to the event of transformational and progressive applied sciences for the trendy healthcare sector. It deploys machine studying fashions to go looking medical knowledge and uncover insights to assist enhance well being outcomes, affected person experiences, drug growth, preclinical and scientific selections and supply extra correct diagnoses. EvokAI tailors its AI algorithms throughout the entire healthcare system, from hospitals, personal clinics, analysis establishments, pharmaceutical corporations, contract analysis organizations, to medical professionals, sufferers, wholesome people aiming at stopping any sort of illness and past, defending the growing older genome.

EvokAI has proven important advances over the past months, bridging the hole between neuroscience and synthetic intelligence, tackling probably the most extreme neurodegenerative illnesses, Alzheimer’s, which is changing into extra frequent as the overall inhabitants will get older and lives longer, and not too long ago broadening its scope by revolutionizing Parkinson´s Illness evaluation and therapy. Coming into the MedTech discipline, this distinctive novel wi-fi medical machine precisely analyzes the magnitude of motion problems and the effectiveness of remedies for Parkinson’s illness and different motion problems, a wise machine to enhance sufferers’ high quality of life and help medical doctors of their work.

For the six months ended June 30, 2022 (unaudited), EvokAI had $nil income, and incurred a lack of $189,695 ($nil income and lack of $3,586,712 for the interval from July 7, 2021 to December 31, 2021 – unaudited). As at June 30, 2022 (unaudited), EvokAI has property of $53,962 and liabilities of $189,319 (December 31, 2021 (unaudited): property of $55,338 and $nil liabilities).

For extra details about EvokAI, go to the corporate’s web site at https://evokailabs.com.

Phrases of the Acquisition

EvokAI at present has 14,068,636 frequent shares and 661,290 class B most popular shares (collectively, the “EvokAI Shares“) excellent. Union Group Ventures Restricted, a non-public firm not directly managed by Juan Sartori, owns 11,495,283 (78.3%) EvokAI Shares. The Acquisition will probably be accomplished pursuant to which, inter alia,(i) Sebastiani will full a consolidation of its frequent shares on a 2.6628503 outdated for 1 new foundation (the “Consolidation“) such that it’ll have 8,414,286 frequent shares issued instantly previous to closing of the Acquisition, and (ii) holders of EvokAI Shares will probably be issued an mixture of 70,000,000 put up Consolidation frequent shares of Sebastiani at a deemed value of $1 per share (the “Consideration Shares“), on the premise of 1 EvokAI Share for 4.752230256 Consideration Shares, as consideration in trade for his or her EvokAI Shares. Sure of the Consideration Shares will probably be topic to escrow and resale restrictions pursuant to the insurance policies of the Alternate.

Upon closing of the Acquisition, present securityholders of Sebastiani will personal 8,414,286 put up Consolidation frequent shares, and 1,251,791 share buy warrants will probably be exercisable at $0.266 per put up Consolidated frequent share till June 1, 2023.

Financing

As a situation to finishing the Acquisition, the events intend to finish a non-brokered personal placement financing (the “Financing“) of subscription receipts of EvokAI, (the “Subscription Receipts“), to boost a minimal of $5,000,000, via the issuance of a minimal of 5,000,000 Subscription Receipts at a value of $1.00 per Subscription Receipt.

The proceeds of the Financing will probably be held in escrow, pending the Firm receiving all relevant regulatory approvals, and finishing all issues and circumstances regarding the Acquisition, together with the Consolidation. Instantly previous to the completion of the Acquisition, on satisfaction of the escrow circumstances, every Subscription Receipt will in the end be exchanged, for no additional consideration and with no additional motion on the a part of the holder thereof, for one frequent share of the issuer ensuing from the Acquisition, (the “Ensuing Issuer“). Within the occasion that the Acquisition shouldn’t be accomplished, every Subscription Receipt will probably be cancelled, and the subscription funds will probably be returned to the subscribers. The Firm could pay a fee in reference to the Financing. As soon as launched from escrow, the Ensuing Issuer will use the proceeds of the Financing for analysis and growth, advertising and marketing and gross sales, and for normal working capital functions.

All securities issued by the Ensuing Issuer in reference to the Financing will probably be free buying and selling upon completion of the Acquisition.

Board of Administrators and Administration Modifications

On completion of the Acquisition, the Firm’s Board of Administrators and administration staff will probably be reconstituted to incorporate 4 administrators and administration comprised of people from EvokAI and Sebastiani, together with the people listed beneath. Additional particulars of the complete administration staff will probably be supplied in subsequent press releases.

Alejandro AntalichDirector and Chief Government Officer

Mr. Antalich is the previous Chief Government Officer of the Canadian Firm ICC Labs Inc. (TSXV), the primary publicly traded firm on this planet to promote hashish to a federal authorities. Mr. Antalich led ICC Labs to its profitable sale to Aurora Hashish Inc. (TSX) in November 2018, a $300 million transaction. Mr. Antalich is an entrepreneur and investor with a industrial intuition and imaginative and prescient in the direction of enterprise development, with experience within the medtech and foodtech sectors, as properly within the pharmaceutical trade, operations, manufacturing and product growth. Mr. Antalich can be the CEO and a director of Biomind Labs Inc., a Canadian publicly traded life sciences firm specializing in quick performing psychedelics and tailor-made drug supply programs concentrating on particular therapeutic indications.

Scott AckermanDirector

Mr. Ackerman is the President and CEO of Emprise Capital Corp. (“Emprise“) an organization offering administration, restructuring, accounting and monetary companies to public corporations. Mr. Ackerman has been energetic within the public markets for 30 years, having held senior government roles in numerous capacities from Investor Relations to Government Administration, together with Chair of the Audit Committee. As well as, to this function with Emprise, Mr. Ackerman serves as director and/or officer of quite a few publicly traded and personal “start-up” enterprise corporations. Mr. Ackerman graduated from the British Columbia Institute of Expertise with a diploma in Advertising and marketing in 1987.

A replica of the Merger Settlement will probably be filed and accessible below Sebastiani’s profile on SEDAR (www.sedar.com), and in reference to the Acquisition and pursuant to the necessities of the Alternate, Sebastiani may also file on SEDAR a submitting assertion which is able to include particulars concerning the Acquisition, Sebastiani, EvokAI, and the Ensuing Issuer.

The Acquisition shouldn’t be a non-arm’s size transaction below the insurance policies of the Alternate and due to this fact shouldn’t be anticipated to require approval of Sebastiani’s shareholders. Sebastiani intends to use for a waiver from sponsorship necessities, nonetheless, there isn’t a assurance that Sebastiani will get hold of this waiver.

Completion of the Acquisition is topic to quite a few circumstances, together with completion of the Financing, receipt of all vital shareholder and regulatory approvals, execution of associated transaction paperwork, and Alternate approval. Traders are cautioned that, besides as disclosed within the disclosure paperwork to be ready in reference to the Acquisition, any data launched or acquired with respect to the Acquisition is probably not correct or full and shouldn’t be relied upon. Buying and selling of Sebastiani’s frequent shares will stay halted till completion of the Acquisition.

For additional data, contact Scott Ackerman at 1-778-331-8505 or [email protected].

On Behalf of the Board of Administrators of:

SEBASTIANI VENTURES CORP.

Scott Ackerman
Director
Sebastiani Ventures Corp.
E-mail: [email protected]

Completion of the Acquisition is topic to quite a few circumstances, together with, however not restricted to, Alternate acceptance and if relevant, disinterested shareholder approval. The place relevant, the Acquisition can’t shut till the required shareholder approval is obtained. There might be no assurance that the Acquisition will probably be accomplished as proposed or in any respect.

Traders are cautioned that, besides as disclosed within the disclosure doc to be ready in reference to the Acquisition, any data launched or acquired with respect to the Acquisition is probably not correct or full and shouldn’t be relied upon. Buying and selling within the securities of Sebastiani ought to be thought of extremely speculative.

The TSX Enterprise Alternate has under no circumstances handed upon the deserves of the Acquisition and has neither accredited nor disapproved the contents of this information launch.

Neither TSX Enterprise Alternate nor its Regulation Providers Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Alternate) accepts duty for the adequacy or accuracy of this launch.

Statements included on this announcement, together with statements regarding our and EvokAI’s plans, intentions, and expectations, which aren’t historic in nature are supposed to be, and are hereby recognized as, “forward‐wanting statements”. Ahead-looking statements embrace, amongst different issues, the phrases and timing of the Acquisition, the Financing, the expansion plans of EvokAI and statements regarding the Firm following the Acquisition, together with the composition of the Firm’s board of administrators and administration staff. Forward‐wanting statements could also be, however usually are not all the time, recognized by phrases together with “anticipates”, “believes”, “intends”, “estimates”, “expects” and comparable expressions. The Firm cautions readers that forward‐wanting statements, together with with out limitation these regarding the Firm’s and EvokAI’s future operations and enterprise prospects, are topic to sure dangers and uncertainties (together with dangers that the Acquisition doesn’t proceed, or proceed on the anticipated phrases, geopolitical danger, regulatory, Covid-19 and trade price danger) that would trigger precise outcomes to vary materially from these indicated within the forward‐wanting statements. There might be no assurance that any forward-looking assertion will show to be correct or that administration’s assumptions underlying such statements, together with assumptions regarding the Acquisition or future developments, circumstances or outcomes will materialize. The forward-looking statements included on this information launch are made as of the date of this new launch and the Firm doesn’t undertake to replace or revise any forward-looking data included herein, besides in accordance with relevant securities legal guidelines.

SOURCE: Sebastiani Ventures Corp.

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https://www.accesswire.com/717279/Sebastiani-Ventures-Enters-Definitive-Settlement-to-Purchase-Synthetic-Intelligence-Firm-Evokai-Artistic-Labs-Inc



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