Irwin Naturals Inc. (OTC:IWINF) (CSE:IWIN) (FRA:97X) has completed the acquisition of its first ketamine clinic, Midwest Ketafusion. In consideration of the acquisition, 7,500 proportionate voting shares of the company were issued. Each proportionate voting share is convertible into 100 subordinate voting shares of the company.
Ketafusion, located in Iowa City, Iowa is a profitable ketamine clinic with a strong track record. The clinic will be rebranded as “Emergence by Irwin Naturals”.
Irwin’s CEO, Klee Irwin, stated: “With the completed acquisition of our first ketamine clinic, we have started what we believe will be a very active period of expansion. Our intention is to leverage our first mover advantage into the ketamine space as a household brand known by over 100 million North Americans, and create the largest chain of clinics. We want to make this incredibly effective treatment available to everyone who needs it. We are pleased to welcome the Ketafusion team as part of the Irwin Naturals family and look forward to informing our shareholders as we continue to execute and accelerate our growth.”
Midwest Ketafusion’s management team will remain in place following the acquisition.
The shareholder of Ketafusion will be eligible to receive additional consideration based on certain conditions. First, if in the first 5 years after closing, Ketafusion earns an adjusted EBITDA of $1 million during a calendar year in the allotted period, Ketafusion would receive Irwin shares having an aggregate value of $5 million. The value of Irwin shares issued for the above mentioned additional consideration is based on the volume weighted average closing price of the subordinate voting shares on the facilities of the CSE or such recognized Canadian or other senior stock exchange on which the subordinate voting shares are then trading for the five trading days immediately prior to the date the clinic satisfies the applicable conditions or such other price as may be mandated by the applicable policies of such exchange.
