Sebastiani Ventures Enters Definitive Agreement to Acquire Artificial Intelligence Company, Evokai Creative Labs Inc. - Seite 2

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

For more information about EvokAI, visit the company's website at https://evokailabs.com.

Terms of the Acquisition

EvokAI currently has 14,068,636 common shares and 661,290 class B preferred 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. The Acquisition will be completed pursuant to which, inter alia,(i) 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, and (ii) holders of EvokAI Shares will be issued an aggregate of 70,000,000 post Consolidation common shares of Sebastiani at a deemed price of $1 per share (the "Consideration Shares"), on the basis of 1 EvokAI Share for 4.752230256 Consideration Shares, as consideration in exchange for their EvokAI Shares. Certain of the Consideration Shares will be subject to escrow and resale restrictions pursuant to the policies of the Exchange.

Upon closing of the Acquisition, current securityholders of Sebastiani will own 8,414,286 post Consolidation common shares, and 1,251,791 share purchase warrants will be exercisable at $0.266 per post Consolidated common share until June 1, 2023.

Financing

As a condition to completing the Acquisition, the parties intend to complete a non-brokered private placement financing (the "Financing") of subscription receipts of EvokAI, (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.

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 Acquisition, including the Consolidation. Immediately prior to the completion of the Acquisition, on satisfaction of the escrow conditions, each Subscription Receipt will ultimately be exchanged, for no further consideration and with no further action on the part of the holder thereof, for one common share of the issuer resulting from the Acquisition, (the "Resulting Issuer"). In the event that the Acquisition is not completed, each Subscription Receipt will be cancelled, and the subscription funds will be returned to the subscribers. 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 research and development, marketing and sales, and for general working capital purposes.