Irwin Naturals Inc. (CNSX:IWIN) signed letter of intent to acquire Braxia Scientific Corp. (CNSX:BRAX) for CAD 39.9 million on January 26, 2023. 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 $30 million (CAD 39.93 million) and the purchase price would be payable on closing of the transaction by the issuance of consideration shares to each holder of Braxia shares. The final purchase price per Braxia Share and the exchange ratio will be set forth and determined at the time the arrangement agreement is executed. The number of consideration shares will also be adjusted upward in the event that the total consideration received by holders of Braxia Shares is less than $30 million (CAD 39.93 million), to be determined at a specified period of time after the closing date and as set forth in the arrangement agreement. Additionally, under the terms of the LOI and in connection with the transaction, it is expected that the convertible securities of Braxia would, pursuant to the agreement, either remain outstanding in accordance with their terms or be exchanged for substantially similar securities of Irwin.

The transaction is subject to, among other things (i) completion of satisfactory due diligence by each of Braxia and Irwin; (ii) negotiation of and the entering into of a binding definitive Arrangement Agreement in connection with the Proposed Transaction; (iii) receipt of all required corporate approvals from the board of directors of Braxia and Irwin, respectively, and all regulatory and shareholder approvals, including the approval of the CSE, court approval and any required third-party consents: and (iv) Braxia having at least $0.431 million (CAD 0.575 million) in working capital immediately before closing on the Closing Date. As of March 1, 2023, parties anticipates executing the Arrangement Agreement within the quarter ending March 31, 2023.

Andrew Powers of Borden Ladner Gervais LLP acted as the legal advisor to Braxia Scientific.

Irwin Naturals Inc. (CNSX:IWIN) cancelled the acquisition of Braxia Scientific Corp. (CNSX:BRAX) on March 16, 2023. Irwin Naturals cancelled the acquisition due to lack of a clear business rationale for the Company to move forward with the transaction.