Irwin Naturals Inc. (CSE: IWIN | OTC: IWINF | FRA: 97X) is pleased to announce the Company has successfully completed the acquisition of Serenity Health, LLC, (“Serenity”) one of the leading ketamine clinics in Louisville, KY. The agreement with Serenity was initially announced November 30, 2022. The acquisition, completed on February 16, 2023, marks two key milestones in Irwin’s Emergence clinics growth strategy in the mental health industry. First, the acquisition is expected to be immediately accretive increasing the company’s annualized EBITDA by double digits and second, the addition of this clinic further demonstrates Irwin’s ability to attract profitable clinics as part of its goal to establishing the world’s largest network of psychedelic mental health clinics.

“With each clinic we bring under the Irwin Naturals Emergence umbrella, we establish our leadership in this innovative approach to mental healthcare. As the first household name to enter this space, we are advancing rapidly towards our goal of becoming the market’s first mover.”

Klee Irwin, CEO of Irwin Naturals

The acquisition of Serenity Health by Irwin Naturals Emergence is a strategic move aimed at providing accessible and affordable mental healthcare to patients. This acquisition brings the total number of clinics under the Irwin Naturals Emergence umbrella which are either under a definitive agreement, the Braxia LOI or acquired to 22, including existing clinics in Florida, Vermont, New Hampshire, Iowa, and Georgia.

Irwin Naturals Emergence also recently declared their intent to acquire Braxia Scientific Corp. Braxia, (CSE: BRAX) (OTC: BRAXF) (FWB: 4960), a medical research company providing psychiatric, innovative ketamine and psilocybin treatments for mental health disorders (“Braxia LOI”). The two entities coming together will create a new market leader in multiple markets across the United States and Canada.

Transaction Terms

The total consideration will be paid in upfront and deferred consideration. Also included are contingent payments based on milestones related to expansion and profitability goals.

About Irwin Naturals

Irwin Naturals has been a household name and best-in-class nutraceutical formulator since 1994. It is now leveraging its household name to enter into the cannabis and psychedelic sectors. Irwin has operated profitably for over 28 years. The Company’s growing portfolio of products is available in more than 100,000 retail doors across North America, where over 100 million people 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 brand trust with an objective to become one of the first household names in THC-based products and the world’s largest chain of psychedelic mental health clinics.