Irwin Naturals Completes Acquisition of Ketamine Health


LOS ANGELES, May 20, 2022 (GLOBE NEWSWIRE) — Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) (FRA: 97X) (“Irwin” or the “Company”) announced today that, following its press release dated April 18, 2022, the Company has completed the acquisition of KHC Capital Group, LLC.

The Company has entered into an acquisition agreement (the “Deal”) dated April 17, 2022 with KHC Capital Group, LLC and related entities (“Ketamine Health Centers”), which owns a chain of five ketamine treatment clinics in Florida with an additional partnership agreement with an affiliate clinic in Mexico.

Irwin CEO Klee Irwin said, “Our clinic roll-up strategy is highly accretive, enabling us to fuel rapid revenue and profitability growth. With six clinics under our belt, a pipeline of over 100 targets in our M&A pipeline, and strong demand for these services, we have taken the first significant steps towards realizing our vision. This is important because, as a psychedelic, ketamine is an incredibly effective treatment.1 for many mental health disorders. However, some Americans are unclear about its effectiveness. With nearly 80% of US households** familiar with the trusted Irwin brand, it will be the welcome face of a familiar friend among a crowd of strangers – making this vital solution a little less daunting for those who have it. need1

Terms of trade
In consideration for the acquisition, the Company issued 10,661 Proportionate Voting Shares (“AVP”) and 567 Subordinate Voting Shares (“AVP”), which equals a total of 1,066,667 AVP on basis as converted into AVP (“Counterpart Shares”) and assumes approximately US$1.6 million in debt, of which $1 million was repaid at closing. In addition, the transaction includes additional contingent consideration based on future milestones related to operational and profitability objectives, to be satisfied in shares.

About Irwin Naturals

Irwin Naturals has been a household name and best-in-class nutraceutical company since 1994. It is now leveraging its brand in the cannabis and psychedelics sectors. On a mission to heal the world with plant medicine, Irwin has operated profitably for over 27 years*. The growing portfolio of products is available at more than 100,000 points of sale in North America, where 80% of households are familiar with the Irwin Naturals brand**. In 2018, the company first leveraged its brand to expand into the cannabis industry by launching hemp-based CBD products to the mass market. The company is now leveraging its famous halo of brand trust to become, perhaps, the first known brand to offer THC-based products. His rapidly growing national chain of psychedelic mental health clinics is called Irwin Naturals Emergence.

*Under multiple corporate structures, Klee Irwin has operated the Irwin brand profitably since 1994, as measured by EBITDA adjusted for extraordinary costs.

**Based on a formal company survey with a randomly selected sample of 500 adults.

For investor information on the Company, please visit ir.irwinnaturals.com/

To contact the Company’s Investor Relations Department, please call toll-free (800) 883-4851 or email [email protected].

Klee Irwin
________________________________
Klee Irwin
Chief executive officer
P:310-306-3636
[email protected]

Regulatory overview

The following is a brief summary of the regulatory issues regarding ketamine in the United States (“US”). Under the Controlled Substances Act (21 USC § 811) (the “CSA”), ketamine is currently a Schedule III drug and is listed under the Associated Narcotics Regulations, and psilocybin is currently a Schedule I drug.

Most US states have enacted controlled substance laws (“State CSA”) that regulate the possession, use, sale, distribution, and manufacture of specific drugs or classes of drugs and establish penalties for violations of the CSA by states and form the basis of many enforcement activities national and local drug laws. State CSAs have either adopted drug lists that are the same or similar to federal CSA lists or, in some cases, have incorporated the federal scheduling mechanism. Among other requirements, some U.S. states have established prescription drug monitoring or review programs that collect information about the prescribing and dispensing of controlled substances for monitoring, analysis, and educational purposes. .

In the United States, facilities holding or administering controlled substances must be registered with the US Drug Enforcement Agency (“DEA“) to engage in this activity. As such, healthcare professionals and/or the clinics in which they operate, as applicable, are also required to have a DEA license to obtain and administer ketamine (a “AED license“). Although ketamine is a controlled substance in the United States, it is approved for induction of general anesthesia under the United States Food, Drug, and Cosmetic Act. Once a drug is approved for use, physicians may prescribe this drug for uses that are not described in the product labeling or that differ from those tested by the manufacturer and approved by the Food and Drug Administration (the “FDALicensed medical practitioners can legally prescribe ketamine in Canada or the United States if they believe it will be an effective treatment in their professional judgment.

Please see Irwin’s filing statement on its SEDAR profile for more information on the regulatory environment and regulations surrounding the US THC industry.

Forward-looking information

This press release contains certain forward-looking statements that reflect the Company’s management’s current beliefs and/or expectations regarding future performance, business and events. Forward-looking statements can often be identified by words such as “may”, “will”, “should”, “could”, “should”, “believe”, “estimate”, “project”, “potential”, “s ‘expects’, ‘plans’, ‘intends’, ‘anticipates’, ‘targeted’, ‘continues’, ‘plans’, ‘designs’, ‘aims’, or the negative of these words or other similar or comparable words. Forward-looking statements are based on then-current expectations, beliefs, assumptions, estimates and forecasts about the business, industry and markets in which the Company operates. The Company does not does not undertake to publicly release revisions to update voluntary forward-looking statements, except as required by applicable securities law.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Irwin Naturals Inc.


1 Source: https://www.ncbi.nlm.nih.gov/pmc/articles/PMC6758959/

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