EvokAI Creative Labs Inc. entered into a binding letter of intent to acquire Sebastiani Ventures Corp. (TSXV:SBS.H) in a reverse merger transaction on August 16, 2022. EvokAI Creative Labs Inc. entered into a definitive business combination agreement to acquire Sebastiani Ventures Corp. for approximately CAD 100 million in a reverse merger transaction on September 22, 2022. EvokAI has 14,018,637 class A common shares and 661,290 class B common shares outstanding. Under the terms of the Proposed 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 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. 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 CAD 0.75 per share. 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. It is also anticipated that Sebastiani will change its name to EvokAI Creative Labs Inc. in connection with completion of the Proposed Transaction. 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.

Completion of the Proposed Transaction is subject to a number of conditions, including completion of the Financing, receipt of all necessary shareholder and regulatory approvals, execution of related transaction documents, completion of the Consolidation and Exchange approval. 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. 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 CAD 5 million through the issuance of a minimum of 5,000,000 Subscription Receipts at a price of CAD 1.00 per Subscription Receipt, which may include the issuance of warrants. Assuming all conditions are satisfied, closing of the Acquisition is expected to occur in early April, 2023. The transfer agent and registrar of Sebastiani is Endeavor Trust Corporation.