Sebastiani Ventures Enters Definitive Settlement to Purchase Synthetic Intelligence Firm, Evokai Inventive 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“), by way of its newly shaped subsidiary, all of the issued and excellent share capital of EvokAI Inventive Labs Inc. (“EvokAI“).

The Acquisition will represent a reverse takeover underneath the insurance policies of the TSX Enterprise Trade (the “Trade“). Upon closing, it’s anticipated that Sebastiani will graduate to Tier 2 of the Trade as a expertise issuer and can change its identify to EvokAI Inventive 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 information and uncover insights to assist enhance well being outcomes, affected person experiences, drug improvement, preclinical and scientific choices 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 type of illness and past, defending the growing old genome.

EvokAI has proven important advances over the last 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 final inhabitants will get older and lives longer, and lately broadening its scope by revolutionizing Parkinson´s Illness evaluation and therapy. Coming into the MedTech subject, this distinctive novel wi-fi medical machine precisely analyzes the magnitude of motion issues and the effectiveness of therapies for Parkinson’s illness and different motion issues, a sensible machine to enhance sufferers’ high quality of life and assist 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 the moment has 14,068,636 frequent shares and 661,290 class B most popular shares (collectively, the “EvokAI Shares“) excellent. Union Group Ventures Restricted, a personal firm not directly managed by Juan Sartori, owns 11,495,283 (78.3%) EvokAI Shares. The Acquisition might 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’s going to have 8,414,286 frequent shares issued instantly previous to closing of the Acquisition, and (ii) holders of EvokAI Shares might be issued an combination of 70,000,000 submit Consolidation frequent shares of Sebastiani at a deemed worth of $1 per share (the “Consideration Shares“), on the premise of 1 EvokAI Share for 4.752230256 Consideration Shares, as consideration in change for his or her EvokAI Shares. Sure of the Consideration Shares might be topic to escrow and resale restrictions pursuant to the insurance policies of the Trade.

Upon closing of the Acquisition, present securityholders of Sebastiani will personal 8,414,286 submit Consolidation frequent shares, and 1,251,791 share buy warrants might be exercisable at $0.266 per submit 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, by way of the issuance of a minimal of 5,000,000 Subscription Receipts at a worth of $1.00 per Subscription Receipt.

The proceeds of the Financing might 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 will not be accomplished, every Subscription Receipt might be cancelled, and the subscription funds might be returned to the subscribers. The Firm might 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 improvement, advertising and gross sales, and for basic working capital functions.

All securities issued by the Ensuing Issuer in reference to the Financing might 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 might 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 total administration staff might 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 the earth 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 progress, with experience within the medtech and foodtech sectors, as effectively within the pharmaceutical trade, operations, manufacturing and product improvement. Mr. Antalich can be the CEO and a director of Biomind Labs Inc., a Canadian publicly traded life sciences firm specializing in quick appearing psychedelics and tailor-made drug supply methods 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 providers to public corporations. Mr. Ackerman has been lively 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 position with Emprise, Mr. Ackerman serves as director and/or officer of quite a lot of publicly traded and personal “start-up” enterprise corporations. Mr. Ackerman graduated from the British Columbia Institute of Expertise with a diploma in Advertising in 1987.

A replica of the Merger Settlement might be filed and accessible underneath Sebastiani’s profile on SEDAR (www.sedar.com), and in reference to the Acquisition and pursuant to the necessities of the Trade, Sebastiani will even file on SEDAR a submitting assertion which can comprise particulars concerning the Acquisition, Sebastiani, EvokAI, and the Ensuing Issuer.

The Acquisition will not be a non-arm’s size transaction underneath the insurance policies of the Trade and subsequently will not 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 acquire this waiver.

Completion of the Acquisition is topic to quite a lot of circumstances, together with completion of the Financing, receipt of all essential shareholder and regulatory approvals, execution of associated transaction paperwork, and Trade approval. Buyers are cautioned that, besides as disclosed within the disclosure paperwork to be ready in reference to the Acquisition, any info launched or obtained with respect to the Acquisition might not be 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 info, contact Scott Ackerman at 1-778-331-8505 or sackerman@emprisecapital.com.

On Behalf of the Board of Administrators of:

SEBASTIANI VENTURES CORP.

Scott Ackerman
Director
Sebastiani Ventures Corp.
E-mail: sackerman@emprisecapital.com

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

Buyers are cautioned that, besides as disclosed within the disclosure doc to be ready in reference to the Acquisition, any info launched or obtained with respect to the Acquisition might not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of Sebastiani must be thought of extremely speculative.

The TSX Enterprise Trade has by no means handed upon the deserves of the Acquisition and has neither accredited nor disapproved the contents of this information launch.

Neither TSX Enterprise Trade nor its Regulation Providers Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Trade) accepts accountability 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, “ahead‐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 in regards to the Firm following the Acquisition, together with the composition of the Firm’s board of administrators and administration staff. Ahead‐wanting statements could also be, however will not be at all times, recognized by phrases together with “anticipates”, “believes”, “intends”, “estimates”, “expects” and comparable expressions. The Firm cautions readers that ahead‐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 threat, regulatory, Covid-19 and change fee threat) that might trigger precise outcomes to vary materially from these indicated within the ahead‐wanting statements. There could be no assurance that any forward-looking assertion will show to be correct or that administration’s assumptions underlying such statements, together with assumptions in regards to 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 info included herein, besides in accordance with relevant securities legal guidelines.

SOURCE: Sebastiani Ventures Corp.

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