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VANCOUVER, BC / ACCESSWIRE / December 21, 2022 / Sebastiani Ventures Corp. ("Sebastiani" or the "Company") (TSX-V:SBS.H), further to its press release issued September 23, 2022, is pleased to announce the terms of the non-brokered private placement financing (the "Financing") being conducted in connection with the Company's proposed reverse takeover to acquire EvokAI Creative Labs Inc. ("EvokAI") (the "Acquisition").
Financing
Pursuant to the terms of the Financing, EvokAI will issue a minimum of 5,000,000 subscription receipts (the "Subscription Receipts") at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of at least $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 0.210427514 of a unit of EvokAI (each whole unit, an "EvokAI Unit"), with each EvokAI Unit comprising one common share of EvokAI and one-half of one common share purchase warrant of EvokAI. In connection with the closing of the Acquisition, each EvokAI Unit issuable upon exercise of the Subscription Receipts will be exchanged for 4.752230256 of a unit (each whole unit, a "Resulting Issuer Unit") of the issuer resulting from the Acquisition (the "Resulting Issuer"), with each Resulting Issuer Unit comprising 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. For clarity, each Subscription Receipt will entitle the holder thereof to receive one Resulting Issuer Unit comprising one Resulting Issuer Share and one-half of one Resulting Issuer Warrant upon completion of the Acquisition.
On closing of the Financing, the gross proceeds of the Financing will be deposited 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. No finder's fees will be paid in connection with the Financing.
All securities issued by the Resulting Issuer in connection with the Financing will be free trading upon completion of the Acquisition.
Following the closing of the Financing, if the Escrow Release Conditions are not met on or before February 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.
Following the completion of the Financing, the satisfaction of the Escrow Release Conditions and the completion of the Acquisition, the Resulting Issuer anticipates it will use the net proceeds of the Financing, principally to fund potential acquisitions, and for general working capital purposes.
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, including acting as an independent business consultant since 2014, 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. 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 currently, and has been for the past 7 years, 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.
Control Person
Union Group Ventures Limited and Arvesa Corp., private companies incorporated in the British Virgin Islands, indirectly controlled by Juan Sartori, resident of Monaco, own an aggregate of 12,806,959 (91.3%) EvokAI common shares, which upon completion of the Acquisition will result in Union and Arvesa owning an aggregate of 60,861,618 (69.2% of the Resulting Issuer's Shares, assuming the Financing is completed for gross proceeds of $5,000,000) Resulting Issuer Shares.
Completion of the Acquisition is subject to a number of conditions, including: (i) TSX Venture Exchange acceptance; and (ii) completion of the consolidation of the Company's issued and outstanding common shares on the basis of one for 2.6628503 (the "Share Consolidation"). Trading of the Company's common shares will remain halted until completion of the proposed Acquisition.
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.
Scott Ackerman
Director
Sebastiani Ventures Corp.
Email: [email protected]
Completion of the Acquisition is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. 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 to be 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 Financing, the Acquisition, 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 Financing and/or 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 Financing, 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.