SOURCE: Experience Art and Design, Inc.

June 07, 2013 16:27 ET

Clarification of Experience Art and Design Press Release Dated June 4, 2013; Experience Art and Design Announces Non-Binding Summary of Terms to Acquire Certain Assets

WILSONVILLE, OR--(Marketwired - June 07, 2013) -  Experience Art and Design, Inc. (OTCQB: EXAD) (the "Company"), would like to provide clarification regarding its press release issued June 4, 2013.

The Company announced in a press release on June 4, 2013 its plan to acquire fine art inventory, moulds and estate rights of Ghiglieri artists under a Memorandum of Understanding with Masterpiece Investments Corp., an Oregon corporation ("MPI"). This press release is being issued for the purpose of clarifying that announcement and expanding the description of the agreement executed by the Company.

On June 3, 2013, the Company executed a non-binding Summary of Terms ("Term Sheet") with MPI. (The title of the document executed by the Company and MPI was incorrectly identified in the prior press release as a Memorandum of Understanding not a Term Sheet but refers to the same agreement.) The Term Sheet sets forth the basis for the negotiation of a possible acquisition transaction in which the Company would acquire certain assets (the "Purchased Assets") of MPI (the "Acquisition"). The Purchased Assets include MPI's inventory of bronze sculpture moulds, works in process, rights under art procurement agreements with original artists and rights to acquire Lorenzo Ghiglieri art work and rights to art work held by MPI under an agreement with Lorenzo Ghiglieri ("Property Agreement"). MPI will retain assets not covered under the Acquisition. Execution of a definitive purchase agreement is subject to satisfactory completion of due diligence.

Under the terms of the non-binding Term Sheet, EXAD would issue, subject to adjustment based upon due diligence valuation, 12,811,000 unregistered shares of its common stock to MPI in exchange for the Purchased Assets which would represent approximately 35.33% of the Company following closing. EXAD would assume no liability of MPI except in connection with the Property Agreement. The targeted date for completion of due diligence and execution of a definitive purchase agreement is July 31, 2013. If the parties have not executed a definitive purchase agreement by September 2, 2013, the terms of the Term Sheet shall expire unless extended by mutual agreement of the parties.

The definitive purchase agreement will contain customary representations, warranties and covenants, and closing of the purchase agreement is subject to requisite approvals and consents, the absence of any material adverse change and such other conditions as agreed upon by the parties. There can be no assurance that the parties will execute a definitive purchase agreement or, if a purchase agreement is executed, that the Acquisition will be consummated.

Upon closing of a definitive purchase agreement, if consummated by the parties, the Company would expand its operations to begin marketing sculpture from current inventory through multiple channels and begin ordering additional castings from existing moulds.

About Experience Art and Design, Inc.

Experience Art and Design, Inc. (OTCQB: EXAD) is the owner of Chiurazzi Internazionale, S.r.l. which owns the Chiurazzi Foundry and its mould collection of art and artifacts excavated from the ruins of Pompeii and Herculaneum and other museums in Europe.

Forward-Looking Statements

This news release includes forward-looking statements including statements that reflect the Company's current expectations about its future results, performance, prospects and opportunities. The Company has tried to identify these forward-looking statements by using words and phrases such as "may," "will," "expects," "anticipates," "believes," "intends," "estimates," "plan," "should," "typical," "preliminary," "would," "targets," "hope," or similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements and specifically those statements referring to any specific projects, such as the Acquisition, mentioned herein. These risks are described from time to time in the Company's SEC filings, which are available online at www.sec.gov; and such factors as incorporated by reference. The Company does not undertake any obligation to update any forward-looking statements as a result of new information or developments, except as required by law. 

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