Irwin Naturals Announces Closing of Reverse Takeover Transaction
Shares Expected to Commence Trading on the CSE Under Symbol "IWIN" on or about August 17, 2021
Vancouver, British Columbia--(Newsfile Corp. - August 16, 2021) - Irwin Naturals Inc. (CSE: IWIN) ("Irwin" or the "Company"), formerly Datinvest International Ltd., today announces the successful closing of its previously announced reverse takeover of Datinvest International Ltd. by Irwin Naturals (the "Business Combination").
In connection with Business Combination, the Company effected a consolidation (the "Consolidation") of the common shares of the Company (the "Common Shares") on a one post-Consolidation Common Share for every 8.31617 pre-Consolidation Common Shares basis. In addition, the Company amended its articles to: (i) create the proportionate voting shares and multiple voting shares (the "Multiple Voting Shares"); (ii) to add special rights and restrictions to the Common Shares and change the identifying name of the Common Shares to "Subordinate Voting Shares"; and (iii) to change its name from "Datinvest International Ltd." to "Irwin Naturals Inc." Shareholder approval for certain of these matters where required was obtained at an annual and special meeting of the Company's shareholders held on June 24, 2021.
Commencement of Trading
In connection with the closing of the Business Combination, the Company de-listed its common shares from the NEX Board of the TSX Venture Exchange effective at the close of business on August 13, 2021. The Company expects to commence trading of its subordinate voting shares (the "Subordinate Voting Shares") on the Canadian Securities Exchange ("CSE") under the ticker "IWIN" on or about August 17, 2021.
New Board and Management
Following the Business Combination, the leadership team of the Company is as follows:
- Klee Irwin - Chairman, Chief Executive Officer and Director
- Philippe Faraut - Chief Financial Officer, Corporate Secretary and Director
- Marc-David Bismuth - Director
- Rod Kight, Esq. - Director
Early Warning Report
As a result of the Business Combination, Klee Irwin acquired ownership of 18,240 Multiple Voting Shares, representing 100% of the issued and outstanding Multiple Voting Shares, and one Subordinate Voting Share. The Multiple Voting Shares are convertible on a one-to-one basis into 18,240 Subordinate Voting Shares. Irwin also holds an aggregate of 273,599,891 Class B Non-Voting Shares of Irwin (the "Irwin Class B Shares"), which are exchangeable on a one-to-one basis into 273,599,891 Subordinate Voting Shares of the Company. Upon the exchange of a block of fifteen thousand (15,000) Irwin Class B Shares, Klee Irwin would receive fifteen thousand (15,000) Subordinate Voting Shares and one (1) of Klee Irwin's Multiple Voting Shares would be converted into one (1) Subordinate Voting Share (and therefore, Klee Irwin's aggregate Multiple Voting Share holdings would be reduced from 18,240 to 18,239 but his voting position in the Company would be maintained).
Immediately prior to the completion of the Business Combination, Mr. Irwin did not own or exercise control or direction over any securities of the Company. The Multiple Voting Shares and Irwin Class B Shares represent, on an as-converted or exchanged to Subordinate Voting Share-basis (converting or exchanging only the shares and securities that Mr. Irwin owns or exercises control and direction over), ownership of an aggregate of approximately 99.5% of outstanding Subordinate Voting Shares.
Mr. Irwin holds and controls his shares of the Company for investment purposes only and Mr. Irwin may increase or decrease his beneficial ownership or control over the shares of the Company or the Irwin Class B Shares, which he may do from time to time, depending on market or other conditions and to the extent deemed advisable in light of each of their respective general investment strategies. The Multiple Voting Shares held by Mr. Irwin are designed to ensure that Mr. Irwin has voting control at meetings of the shareholders of the Company and the existing share structure is subject to the provisions of the coattail agreement between the Company, Mr. Irwin and the Company's transfer agent, as described in the Company's listing statement dated August 13, 2021, which is posted and filed under the Company's profile on www.sedar.com.
This news release is being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the anticipated filing of an early warning report (the "Early Warning Report"). A copy of the Early Warning Report will be available on SEDAR under the Company's issuer profile at www.sedar.com and can be obtained by contacting the contact set out below.
About Irwin Naturals
Irwin Naturals is a leading herbal supplement company in the United States and is a large distributor of CBD products in mass-market and health food chain stores. The Irwin brand has been a household name for the better part of 27-years and it's herbal supplements are distributed in about 100,000 stores.
For more information, please contact:
Investor Contact:
Allison Soss
KCSA Strategic Communications
Email: irwin@kcsa.com
Phone: 212-896-1267
Media Contact:
Nick Opich
KCSA Strategic Communications
Email: irwin@kcsa.com
Phone: 212-896-1206
Forward-Looking Information
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of the Company with respect to performance, business and future events. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. The Company does not undertake any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
Neither the CSE nor its Market Regulator (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Released August 16, 2021
