Irwin Naturals’ Execution of Rollup Strategy Gaining Momentum

Rhea-AI Summary

Irwin Naturals Inc. (CSE: IWIN, OTC: IWINF, FRA: 97X) has announced its acquisition of New England Ketamine PLLC, a profitable healthcare clinic located in Salem, New Hampshire. CEO Klee Irwin highlighted that this acquisition strengthens the company's aim to become a leading clinic chain, with over 100 clinics in the M&A pipeline. The deal will be structured with cash and stock, contingent on achieving specific operational milestones. This acquisition aligns with Irwin's strategy to deliver innovative treatment options across the U.S.

Positive

• Acquisition of New England Ketamine enhances growth potential and profitability.
• Klee Irwin emphasized the plan to expand with over 100 clinics in the pipeline.
• The transaction aligns seller interests with those of Irwin's shareholders.

Negative

• None.

Company Acquiring Clinic in New Hampshire

LOS ANGELES, May 16, 2022 (GLOBE NEWSWIRE) -- Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) (FRA: 97X) (“Irwin” or the “Company”) announced today it has entered into a binding agreement to acquire the assets of New England Ketamine PLLC (“NEK”), a healthcare clinic in Salem, New Hampshire.

Klee Irwin, CEO, said, “Adding another EBITDA positive ketamine clinic to our expanding footprint positions us well for accelerated growth of profitability. With over 100 clinics in our M&A pipeline, we are well-positioned to work towards our goal of establishing the nation’s largest clinic chain. By leveraging our status as the first household brand, our profitable core business, and our ability to realize economies of scale to reduce patient acquisition costs, we anticipate being able to bring this life-changing treatment to the masses who need it across all of the U.S. and beyond.”

Casey Brachvogel, CRNA & founder of New England Ketamine, added that “Being part of a Company like Irwin Naturals that is known by over 100 million people**, has a widely trusted brand and that keeps its promises, is the core reason we agreed to become part of the Emergence family. This puts us in a position to attract a new audience that previously may have been hesitant to commit to treatment with psychedelics. Seeing that these treatments are now offered by a trusted partner with a 28-year track record, is likely to reduce the hurdle for patients to utilize our services and will enable us to accelerate growth.”

The Agreement is subject to certain customary closing conditions and regulatory approvals.

Transaction terms

The transaction is back-end loaded, aligning the sellers’ interest with the Company and its shareholders. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. Further detail will be provided upon closing.

About Irwin Naturals

Irwin Naturals has been a household name and best-in-class nutraceutical company since 1994. It is now leveraging its brand into both the cannabis and psychedelic 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 in more than 100,000 retail doors across North America, where 80% of households know the Irwin Naturals brand**. In 2018, the Company first leveraged its brand to expand into the cannabis industry by launching hemp-based CBD products into the mass market. The Company is now leveraging its famous halo of brand trust to become, perhaps, the first household name brand to offer THC-based products. Its rapidly growing national chain of psychedelic mental health clinics is called Irwin Naturals Emergence.

*Under several 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 sample size of 500 randomly selected adults.

For investor-related information about the Company, please visit ir.irwinnaturals.com/

To contact the Company’s Investor Relations department, please call toll-free at (800) 883-4851 or send an email to Investors@IrwinNaturals.com.

“Klee Irwin”
________________________________
Klee Irwin
Chief Executive Officer
T:310-306-3636
investors@irwinnaturals.com

Regulatory Overview

The following is a brief summary of regulatory matters concerning ketamine in the United States (“US”). Under the Controlled Substances Act (21 U.S.C. § 811) (the "CSA"), ketamine is currently a Schedule III drug as well as being listed under the associated Narcotic Control Regulations, and psilocybin is currently a Schedule I drug.

Most US States have enacted Controlled Substances Acts (“State CSAs”) which regulate the possession, use, sale, distribution, and manufacture of specified drugs or categories of drugs and establish penalties for State CSA violations and form the basis for much state and local drug laws enforcement activity. State CSAs have either adopted drug schedules identical or similar to the federal CSA schedules or, in some instances, have incorporated the federal scheduling mechanism. Among other requirements, some US States have established a prescription drug monitoring or review programs collect information about prescription and dispensing of controlled substances for the purposes of monitoring, analysis and education.

In the United States, facilities holding or administering controlled substances must be registered with the US Drug Enforcement Agency ("DEA") to perform this activity. As such, medical 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 "DEA License"). While ketamine is a controlled substance in the United States, it is approved for general anesthetic induction under the US Food, Drug, and Cosmetic Act. Once a drug is approved for use, physicians may prescribe that drug for uses that are not described in the product’s labelling or that differ from those tested by the manufacturer and approved by the Food and Drug Administration (the "FDA"). Licensed medical practitioners may prescribe ketamine legally in Canada or the United States where 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 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 can often be identified by words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words. 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. 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.

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. 

SOURCE: Irwin Naturals Inc.

FAQ

What is the latest news about Irwin Naturals Inc. (IWINF) regarding acquisitions?

Irwin Naturals Inc. has announced the acquisition of New England Ketamine PLLC, enhancing its growth strategy in the ketamine clinic market.

When did Irwin Naturals Inc. announce its acquisition of New England Ketamine?

The acquisition was announced on May 16, 2022.

How will the acquisition of New England Ketamine benefit Irwin Naturals (IWINF)?

The acquisition will add a profitable clinic to Irwin's portfolio, supporting its goal of establishing a large national clinic chain.

What are the financial terms of the acquisition by Irwin Naturals (IWINF)?

The total consideration for the acquisition will include cash and stock, dependent on achieving specific profitability and operational milestones.

What is Irwin Naturals' vision after acquiring New England Ketamine?

Irwin Naturals aims to leverage its brand to expand access to innovative treatment options across the U.S. and beyond.