On April 11, 2023, EvokAI Creative Labs Inc. completed a reverse takeover of Sebastiani Ventures Corp. pursuant to a business combination agreement, including the terms and conditions among Sebastiani, its wholly owned subsidiary, Sebastiani Mergerco Inc., and EvokAI Privco.
In connection with the acquisition, Sebastiani completed a consolidation of its common shares on a 2.6628503-for-1 basis such that it had 8,414,268 common shares issued immediately prior to closing of the acquisition.
As part of the three-cornered merger agreement, EvokAI Privco merged with Sebastiani Mergerco pursuant to the laws of the British Virgin Islands, with the merged company continuing as a wholly-owned subsidiary of EvokAI. Holders of all EvokAI Privco shares were issued an aggregate of 51,500,000 post-consolidation Sebastiani shares at a price of $0.75 per share as consideration in exchange for 100% of the EvokAI Privco shares outstanding immediately prior to closing of the acquisition. On closing, $5 million in private placement proceeds were released from escrow and an additional 6,666,667 shares of EvokAI were issued.
Common shares in the capital of EvokAI commenced trading on the TSX Venture Exchange on April 14, 2023 under the symbol “OKAI”.
Cassels acted for EvokAI.