Sebastiani Ventures Provides Update on Evokai RTO

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VANCOUVER, BC / ACCESSWIRE / March 27, 2023 / Sebastiani Ventures Corp. ("Sebastiani" or the "Company") (TSXV:SBS.H), further to its press releases issued September 23, 2022 and December 22, 2022, is pleased to provide an update on its proposed reverse takeover to acquire EvokAI Creative Labs Inc. ("EvokAI") (the "Acquisition").

The Company's filing statement, dated as of March 27, 2023 (the "Filing Statement"), has been cleared by the TSX Venture Exchange (the "Exchange") for filing and may be viewed under the Company's profile on SEDAR at www.sedar.com. The Filing Statement describes the Company's proposed Acquisition, as announced on September 22, 2022.

In connection with the Acquisition, 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. Pursuant to an amendment dated March 23, 2023 to the definitive business combination agreement (the "Merger Agreement"), holders of all EvokAI shares will be issued an aggregate of 51,500,000 post Consolidation common shares of Sebastiani at a deemed price of $0.75 per share (the "Consideration Shares"), as consideration in exchange for 100% of the EvokAI shares outstanding immediately prior to closing of the Acquisition.

Pursuant to an amendment dated March 23, 2023 to the non-brokered private placement financing (the "Financing") that closed on December 22, 2022, the subscription receipts were amended such that EvokAI has issued 6,666,667 subscription receipts (the "Subscription Receipts") at a price of $0.75 per Subscription Receipt for aggregate gross proceeds of $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 units of EvokAI (each whole unit, an "EvokAI Unit").

In connection with the closing of the Acquisition, the EvokAI Units will be exchanged for units (a "Resulting Issuer Unit") of the issuer resulting from the Acquisition (the "Resulting Issuer"), resulting in the issuance of 6,666,667 Resulting Issuer Units. Each Resulting Issuer Unit will be comprised 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.