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VANCOUVER, BC, March 31, 2021 /CNW/ - Datinvest
International Ltd. ("Datinvest") (TSXV: DAI.H), Irwin
Naturals ("Irwin") and GVB Biopharma ("GVB" and
together with Irwin, the "Companies") are pleased to
announce that they have entered into a non-binding letter of intent
("LOI") dated March 30, 2021
to complete a business combination (the "Transaction"). The
Transaction will result in a reverse-takeover of Datinvest and upon
completion of the Transaction, the Companies will become
subsidiaries of Datinvest and the combined entity (the
"Resulting Issuer") will continue to carry on the businesses
of Irwin and GVB. The closing of the Transaction will be subject to
a number of terms and conditions including the receipt of all
necessary regulatory and third-party consents and approvals, the
listing of the Resulting Issuer on the Canadian Securities Exchange
(the "CSE") and the concurrent delisting of Datinvest from
the TSX Venture Exchange (the "TSXV"). Each of
Datinvest, Irwin and GVB are arm's length from one another. The LOI
is expected to be superseded by a definitive agreement (the
"Definitive Agreement") to be signed by the parties on or
before June 30, 2021.
About Irwin
Irwin Naturals is a leading herbal supplement company in the US
and the largest distributor of CBD products in mass-market chain
stores. The Irwin brand has been a household name for the better
part of 27-years and is distributed in about 100,000 stores.
About GVB
GVB is one of the world's leading innovators in hemp technology.
GVB is at the vanguard of cultivation, research, development, and
marketing of hemp-based wellness solutions for suppliers,
customers, and consumers around the globe. GVB believes
passionately in the powerful, life-enhancing qualities of CBD and
other hemp-based products, and takes pride in its research in every
facet of hemp cultivation and production. GVB's carefully selected
team of 100 employees includes top chemists, engineers, and
biologists paired with talented operators and a robust sales and
marketing team.
Terms of the Transaction
The final structure of the Transaction is subject to receipt of
tax and securities law advice by each of the Companies and will be
disclosed in a subsequent press release.
In connection with the Transaction, the Companies intend to
complete, through a special purpose financing vehicle, an arm's
length brokered private placement of subscription receipts (the
"Subscription Receipts") priced in the context of the market
for aggregate gross proceeds of up to US$50,000,000 (the "Financing"). The
Companies have engaged Stifel GMP to act as lead agent in
connection with the Financing. Further details regarding the
Financing will be disclosed in a subsequent press release.
A meeting of Datinvest shareholders will be held prior to the
closing of the Transaction to obtain shareholder approval for the
Transaction, together with other ancillary matters necessary to
complete the Transaction.
Upon closing of the Transaction, the board of directors of
Datinvest will be reconstituted to consist of individuals that the
Companies shall designate at their sole discretion (the "New
Slate") and all existing officers of Datinvest will resign and
be replaced with officers appointed by the New Slate. The New Slate
is expected to consist of five directors, of which at least two
independent directors, to be selected by the Companies.
Further Information
Datinvest, Irwin and GVB will provide further details in respect
of the Transaction including a summary of the structure of the
Transaction, financial information relating to the Companies and
the Financing in due course once available by way of press release.
Trading in common shares of Datinvest (the "Datinvest
Shares") has been halted pursuant to the policies of the TSXV.
Unless Datinvest receives approval for the listing of the Resulting
Issuer from an alternative market satisfactory to the TSXV so that
the common shares of Datinvest may be delisted from the TSXV prior
to the completion of the Transaction, the TSXV will require
majority of the minority shareholder approval of Datinvest for the
delisting application. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or listing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of Datinvest should be considered highly speculative.
The TSXV has in no way passed upon the merits of the
Transaction and has neither approved nor disapproved the contents
of this press release. Neither the TSXV nor its Regulation
Services Provider (as that term is defined in policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release
For more information, please contact:
Datinvest:
Maria Wells
Corporate Administrator of Datinvest International Ltd.
Email: mwells@sentinelcorp.ca
Irwin:
Stephanie Nadanarajah
Corporate Administrator at Irwin Naturals
Tel: 310-574-6936
GVB Biopharma
William Spiegel
Chief Operating Officer of GVB Biopharma
Tel: 888-999-4515
Forward-Looking Information
This news release contains certain forward-looking statements
that reflect the current views and/or expectations of management of
Datinvest, Irwin and GVB with respect to performance, business
and future events, including but not limited to express or implied
statements and assumptions regarding the intention of Datinvest,
Irwin and GVB to negotiate for or complete the Transaction and
the Financing. 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
Datinvest, Irwin and GVB operate. Forward-looking statements
are not guarantees of future performance and involve risks,
uncertainties and assumptions which are difficult to predict. In
particular, there is no guarantee that the parties will
successfully negotiate and enter into the Definitive Agreement or
complete the Transaction or Financing contemplated herein, that
Datinvest's due diligence will be satisfactory or that Datinvest
will obtain any required shareholder or regulatory approvals,
including the listing of the Resulting Issuer on the CSE and the
concurrent delisting of Datinvest from the TSXV. Although the
Datinvest believes that the expectations reflected in these
forward-looking statements are reasonable, undue reliance should
not be placed on them as actual results may differ materially from
the forward-looking statements and there can be no assurance that
such expectations will prove to be correct. Factors that could
cause the actual results to differ materially from those in
forward-looking statements include the ongoing evolution of the
global COVID-19 pandemic. Accordingly, readers should not place
undue reliance on forward-looking statements and information, which
are qualified in their entirety by this cautionary statement.
Neither Datinvest, GVB nor Irwin undertakes 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 (as defined in the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
All information contained in this press release with respect
to Irwin and GVB, their respective businesses and Financing was
supplied by Irwin and GVB for inclusion herein. Datinvest has not
conducted due diligence on the information provided and does not
assume any responsibility for the accuracy or completeness of such
information.
Trading in the securities of Datinvest should be considered
highly speculative. Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Datinvest International Ltd.
