VANCOUVER, BC / ACCESSWIRE / August 17, 2022 / Sebastiani Ventures Corp. ("Sebastiani" or the "Company") (TSXV:SBS.H) is pleased to announce that it has entered into a binding letter of intent (the "LOI") with EvokAI Creative Labs Inc. ("EvokAI") dated effective August 16, 2022. The LOI outlines the general terms and conditions pursuant to which Sebastiani and EvokAI will effect a business combination that will result in a reverse takeover of Sebastiani by the securityholders of EvokAI (the "Proposed Transaction"). Sebastiani previously entered into a licensing agreement with EvokAI on June 6, 2022, which provided it with the non-exclusive right to pursue strategic partnerships for commercial applications of EvokAI's technology on a worldwide basis. The LOI was negotiated at arm's length.
Assuming completion of the Proposed Transaction, it is anticipated that Sebastiani will graduate to Tier 2 of the TSX Venture Exchange (the "Exchange") as a technology issuer.
EvokAI is a MedTech AI-powered company incorporated in the BVI 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 more information about EvokAI, visit the company's website at https://evokailabs.com.
Terms of the Transaction
The Proposed Transaction will result in Sebastiani acquiring all voting securities of EvokAI. The final structure of the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both Sebastiani and EvokAI.
EvokAI has 14,018,637 class A common shares and 661,290 class B common 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.
Under the terms of the Proposed Acquisition, Sebastiani will complete a consolidation of its common shares on a 2.7 old for 1 new basis (the "Consolidation") such that it will have 8,414,286 common shares issued immediately prior to closing of the Proposed Transaction, and holders of EvokAI Shares will be issued post Consolidation common shares of Sebastiani (the "Consideration Shares"), on the basis of 1 EvokAI Share for 4.77 Consideration Shares. Certain of the Consideration Shares will be subject to escrow and resale restrictions pursuant to the policies of the Exchange. Subject to regulatory and shareholder approvals, Sebastiani has also agreed to issue certain multiple voting preferred shares to certain founders of EvokAI as part of the Proposed Transaction.
The Proposed Transaction 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 Proposed Transaction is subject to a number of conditions, including completion of the Financing (defined below), receipt of all necessary shareholder and regulatory approvals, execution of related transaction documents, and Exchange approval.
It is also anticipated that Sebastiani will change its name to EvokAI Creative Labs Inc. in connection with completion of the Proposed Transaction.
As a condition to completing the Proposed Transaction, the parties intend to complete a non-brokered private placement financing (the "Financing") of subscription receipts of EvokAI directly, or through a special purpose company ("Finco"), (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, which may include the issuance of warrants.
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 Proposed Transaction, including the Consolidation. Immediately prior to the completion of the Proposed Transaction, on satisfaction of the escrow conditions, each Subscription Receipt will automatically be exchanged, for no further consideration and with no further action on the part of the holder thereof, for securities of EvokAI or Finco, as applicable. The EvokAI (or Finco) securities issuable on exercise of the Subscription Receipts will be exchanged for economically equivalent securities of the issuer resulting from the Proposed Transaction (the "Resulting Issuer") in connection with the Proposed Transaction. 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 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 Proposed Transaction.
Board of Directors and Management Changes
On completion of the Proposed Transaction, the Company's Board of Directors and management team will be reconstituted to include directors and management comprised of individuals from the current EvokAI team. Further details of the full management team will be provided in subsequent press releases.
The Proposed Transaction will be completed through a definitive agreement (the "Definitive Agreement") that is to be negotiated by the parties, which will contain customary representations and warranties for similar transactions.
There can be no assurance that the Proposed Transaction, or the Financing, will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure documents to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of EvokAI) to be filed by the Company in connection with the Proposed Transaction.
For further information, contact Scott Ackerman at 1-778-331-8505 or [email protected].
On Behalf of the Board of Directors of:
SEBASTIANI VENTURES CORP.
Sebastiani Ventures Corp.
Email: [email protected]
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Definitive Agreement will be executed or that the Proposed Transaction 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction 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 Proposed Transaction 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 Proposed Transaction (including the entering into of the Definitive Agreement) and the Financing, the growth plans of EvokAI and statements concerning the Company following the Proposed Transaction, 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 Proposed Transaction 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 Proposed Transaction 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.