Business
Irwin Naturals Signs Letter of Intent to Acquire Braxia Scientific
Strategic transaction assembles an experienced management and scientific team world-renowned in m...
About this update from Braxia Scientific Corp
[{"type":"text","content":"Irwin Naturals Signs Letter of Intent to Acquire Braxia ScientificStrategic transaction assembles an experienced management and scientific team world-renowned in mental health treatment, research and developmentEstablishes large footprint of 17 specialized mental health clinics across North America, enhanced by a telehealth platform expected to extend access to critical treatments for millions of people across multiple states in the USCombined network of clinics creates a leading international mental health research platform for in-human clinical development of novel therapeuticsToronto, Ontario--(Newsfile Corp. - January 27, 2023) - Braxia Scientific Corp. (CSE: BRAX) (OTC Pink: BRAXF) (FSE: 4960) (\"Braxia \", or the \"Company\") a medical research company providing psychiatric, innovative ketamine and psilocybin treatments for mental health disorders, is pleased to announce it has entered into a non-binding amended and restated letter of intent (\"LOI\") for a business combination with Irwin Naturals Inc. (CSE: IWIN) (OTCQB: IWINF) (FSE: 97X) (\"Irwin\") . Irwin has been one of North America's leading health and wellness companies for nearly three decades and has recently developed a rapidly growing network of mental health clinics in the US. The LOI sets forth the material terms and conditions upon which Irwin will acquire all of the issued and outstanding common shares (the \"Braxia Shares\") of Braxia (the \"Proposed Transaction\").Under the terms of the LOI, Irwin is prepared to offer a purchase price per Braxia Share based upon a valuation of the outstanding Braxia Shares of US$30,000,000 and a deemed value per subordinate voting share (\"Irwin Share\") and/or proportionate voting share of Irwin (\"Consideration Shares\") equal to the greater of US$3.00 and the volume weighted average trading price of Irwin Shares on the Canadian Securities Exchange (the \"CSE\") for the 20 trading days immediately prior to the execution of the Arrangement Agreement. The purchase price would be payable on closing of the Proposed Transaction (the \"Closing Date\") by the issuance of Consideration Shares to each holder of Braxia Shares. Based on the closing price of Irwin Shares and Braxia Shares on the CSE on January 25, 2023 of C$3.80 and C$0.05, respectively, the purchase price and exchange ratio imply a 315.72% premium to the pric...