GVB Biopharma & Irwin Naturals entered into a non-binding letter of intent to acquire Datinvest International Ltd. (TSXV:DAI.H) in a reverse merger transaction on March 30, 2021. GVB Biopharma & Irwin Naturals entered into a definitive agreement to acquire Datinvest International Ltd. in a reverse merger transaction on August 9, 2021. In connection with the Transaction, the GVB Biopharma & Irwin Naturals intend to complete, through a special purpose financing vehicle, an arm's length brokered private placement of subscription receipts priced in the context of the market for aggregate gross proceeds of up to CAD 50 million. GVB Biopharma & Irwin Naturals will become subsidiaries of Datinvest and the combined entity will continue to carry on the businesses of Irwin and GVB. The resulting issuer will be named as “Irwin Naturals Inc.” 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 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 GVB Biopharma & Irwin Naturals. The board of directors of the Resulting Issuer shall be reconstituted to consist of four board members, who are expected to be: Klee Irwin, Philippe Faraut, Marc-David Bismuth and Rod Kight.

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, satisfactory completion of due diligence and the concurrent delisting of Datinvest from the TSX Venture Exchange. 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. The LOI is expected to be superseded by a definitive agreement to be signed by the parties on or before June 30, 2021. The Board of Datinvest International has unanimously approved the transaction. On June 24, 2021, the shareholders of Datinvest International Ltd. approved the transaction. As of August 12, 2021, the transaction received conditional approval from the Canadian Securities Exchange for the listing for trading of the subordinate voting shares of the resulting issuer to be formed upon completion of the deal. The transaction is expected to close on August 13, 2021. The TSX Venture Exchange has approved the delisting of the common shares of DAI and it is expected that the delisting will occur effective August 13, 2021, prior to closing of the Business Combination. Listing of the subordinate voting shares of the Resulting Issuer is expected to take place on or about August 16, 2021. Computershare Trust Company of Canada and Odyssey Trust Company served as transfer agents to Datinvest International. Dorsey & Whitney LLP and Jeff Hergott, Carlye Bellavia, Sarah Wahba and Kassidy Doherty and Katy Pitch and Colin Romano of Wildeboer Dellelce LLP acted as the legal advisors to Irwin Naturals Inc.

GVB Biopharma & Irwin Naturals completed the acquisition of Datinvest International Ltd. (TSXV:DAI.H) in a reverse merger transaction on August 13, 2021. In connection with the closing of the Business Combination, the Company de-listed its common shares from the NEX Board of the TSX Venture Exchange effective at the close of business on August 13, 2021. The Company expects to commence trading of its subordinate voting shares (the “Subordinate Voting Shares”) on the Canadian Securities Exchange (“CSE”) under the ticker "IWIN" on or about August 17, 2021. Following the Business Combination, the leadership team of the Company is as follows: Klee Irwin – Chairman, Chief Executive Officer and Director, Philippe Faraut – Chief Financial Officer, Corporate Secretary and Director, Marc-David Bismuth – Director and Rod Kight, Esq. – Director.