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Datinvest International Ltd (2)
Symbol DAI
Shares Issued 5,979,407
Close 2018-05-17 C$ 0.60
Market Cap C$ 3,587,644
Recent Sedar Documents

ORIGINAL: Datinvest enters LOI to acquire Exxel Pharma

2018-05-22 17:21 ET - News Release

Received by email:

File: Datinvest International Ltd. - Exxel Pharma Inc. - Letter of Intent- News Release.DOCX

DATINVEST INTERNATIONAL LTD. Suite 918, 1030 West Georgia Street Vancouver, British Columbia V6E 2Y3
NEWS RELEASE
DATINVEST INTERNATIONAL TO ACQUIRE EXXEL PHARMA
May 22, 2018 - Vancouver, British Columbia - Datinvest International Ltd. (TSXV: DAI.H) (the "Company") is pleased to 
--->announce that it has entered into a letter of intent effective May 18, 2018 (the "Letter"), pursuant to which the Comp
--->any has agreed to acquire all of the issued and outstanding share capital of Exxel Pharma Inc. ("Exxel Pharma"), an ar
--->m's length party (the "Business Combination").
Exxel Pharma is a privately held biopharmaceutical company, incorporated under the laws of the Province of British Col
--->umbia, focused on the development of therapeutics for the non-addictive treatment of pain, PTSD and substance addictio
--->n.  Upon completion of the Business Combination, it is anticipated that Exxel Pharma will have 37,648,000 common share
--->s and 6,324,000 share purchase warrants issued and outstanding.  Pursuant to the terms of the Business Combination, al
--->l common shareholders of Exxel Pharma will be entitled to receive one (1) common shares of the Company in exchange for
---> every one (1) common share of Exxel Pharma that they hold.  All outstanding share purchase warrants of Exxel Pharma w
--->ill also be exchanged for share purchase warrants of the Company, and will be exercisable on substantially the same te
--->rms.  In connection with completion of the Business Combination, it is anticipated that the Company will change its na
--->me to "Exxel Pharma Inc."
In connection with the proposed Business Combination, the Company intends to complete a private placement financing fo
--->r proceeds of not less than $4,000,000 (the "Financing"), through the issuance of units of the Company.  Further infor
--->mation concerning the Financing will be provided by the Company as it becomes available. 
Exxel Pharma is working to advance two in-licensed therapeutics to the clinical stage, and is specifically targeting d
--->isease areas with significant unmet medical needs. The company aims to become the leader in therapeutics that boost na
--->tural endocannabinoid signaling by FAAH inhibition.  For further information, readers are encouraged to visit: www.exx
--->elpharma.com.  Further information on Exxel Pharma, including current financial statements, will be filed and posted o
--->n SEDAR upon the completion of a filing statement that will be prepared in connection with the Business Combination.
The Business Combination will constitute a reverse-takeover for the Company under the policies of the TSX Venture Exch
--->ange (the "Exchange").  Following completion of the Business Combination, it is anticipated that the Company would be 
--->listed on the Exchange as a Tier 2 Technology issuer.  Closing of the Business Combination is subject to a number of c
--->onditions including the entering into of definitive agreements, the completion of the Financing, receipt of all requir
--->ed shareholder, regulatory and third party consents, including Exchange approval, and the satisfaction of other custom
--->ary closing conditions.  The Business Combination cannot close until the required approvals are obtained.  There can b
--->e no assurance that the Business Combination will be completed as proposed or at all.  If required pursuant to Exchang
--->e Policy 2.2, the Company will retain a sponsor in connection with the Business Combination.
 
Following completion of the Business Combination, the Company's Board will be reconstituted to include four directors 
--->to be mutually agreed upon by the parties.  No loan advances have been made by the Company to Exxel Pharma, and it is 
--->not anticipated that any such advances will be made prior to completion of the Business Combination.  Trading in the c
--->ommon shares of the Company will remain halted pending further filings with the Exchange.
For further information, contact Emily Davis, Corporate Secretary of the Company, at 604.628.5616 or edavis@v1.ca, or 
--->Soren Mogelsvang, Chief Executive Officer of Exxel Pharma, at 720.261.1109 or soren.mogelsvang@exxelpharma.com.
On behalf of the Board,
Datinvest International Ltd.
Sean Davis, Chief Executive Officer
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Sh
--->areholder approval.  The transaction cannot close until the required Shareholder approval is obtained.  There can be n
--->o assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transa
--->ction, any information released or received with respect to the RTO may not be accurate or complete and should not be 
--->relied upon.  Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor
---> disapproved the contents of this press release.  Neither the TSX Venture Exchange nor its Regulation Services Provide
--->r (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accurac
--->y of this release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements w
--->ithin, other than statements of historical fact, are to be considered forward looking.  Although the Company believes 
--->the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are
---> not guarantees of future performance and actual results or developments may differ materially from those in forward-l
--->ooking statements.  Factors that could cause actual results to differ materially from those in forward-looking stateme
--->nts include market prices, continued availability of capital and financing, and general economic, market or business c
--->onditions.  There can be no assurances that such statements will prove accurate and, therefore, readers are advised to
---> rely on their own evaluation of such uncertainties.  We do not assume any obligation to update any forward-looking st
--->atements except as required under the applicable laws.


File: Datinvest International Ltd. - Exxel Pharma Inc. - Letter of Intent- News Release.PDF

                             DATINVEST INTERNATIONAL LTD.
                             Suite 918, 1030 West Georgia Street
                                 Vancouver, British Columbia
                                           V6E 2Y3

                                    NEWS RELEASE
               DATINVEST INTERNATIONAL TO ACQUIRE EXXEL PHARMA
May 22, 2018   Vancouver, British Columbia   Datinvest International Ltd. (TSXV: DAI.H) (the
"Company") is pleased to announce that it has entered into a letter of intent effective May 18,
2018 (the "Letter"), pursuant to which the Company has agreed to acquire all of the issued and
outstanding share capital of Exxel Pharma Inc. ("Exxel Pharma"), an arm's length party (the
"Business Combination").
Exxel Pharma is a privately held biopharmaceutical company, incorporated under the laws of
the Province of British Columbia, focused on the development of therapeutics for the non-
addictive treatment of pain, PTSD and substance addiction. Upon completion of the Business
Combination, it is anticipated that Exxel Pharma will have 37,648,000 common shares and
6,324,000 share purchase warrants issued and outstanding. Pursuant to the terms of the
Business Combination, all common shareholders of Exxel Pharma will be entitled to receive one
(1) common shares of the Company in exchange for every one (1) common share of Exxel
Pharma that they hold. All outstanding share purchase warrants of Exxel Pharma will also be
exchanged for share purchase warrants of the Company, and will be exercisable on
substantially the same terms. In connection with completion of the Business Combination, it is
anticipated that the Company will change its name to "Exxel Pharma Inc."
In connection with the proposed Business Combination, the Company intends to complete a
private placement financing for proceeds of not less than $4,000,000 (the "Financing"), through
the issuance of units of the Company. Further information concerning the Financing will be
provided by the Company as it becomes available.
Exxel Pharma is working to advance two in-licensed therapeutics to the clinical stage, and is
specifically targeting disease areas with significant unmet medical needs. The company aims to
become the leader in therapeutics that boost natural endocannabinoid signaling by FAAH
inhibition. For further information, readers are encouraged to visit: www.exxelpharma.com.
Further information on Exxel Pharma, including current financial statements, will be filed and
posted on SEDAR upon the completion of a filing statement that will be prepared in connection
with the Business Combination.
The Business Combination will constitute a reverse-takeover for the Company under the
policies of the TSX Venture Exchange (the "Exchange"). Following completion of the Business
Combination, it is anticipated that the Company would be listed on the Exchange as a Tier 2
Technology issuer. Closing of the Business Combination is subject to a number of conditions
including the entering into of definitive agreements, the completion of the Financing, receipt of
all required shareholder, regulatory and third party consents, including Exchange approval, and
the satisfaction of other customary closing conditions. The Business Combination cannot close
until the required approvals are obtained. There can be no assurance that the Business
Combination will be completed as proposed or at all. If required pursuant to Exchange Policy
2.2, the Company will retain a sponsor in connection with the Business Combination.
                                                          -2-


Following completion of the Business Combination, the Company's Board will be reconstituted
to include four directors to be mutually agreed upon by the parties. No loan advances have
been made by the Company to Exxel Pharma, and it is not anticipated that any such advances
will be made prior to completion of the Business Combination. Trading in the common shares of
the Company will remain halted pending further filings with the Exchange.
For further information, contact Emily Davis, Corporate Secretary of the Company, at
604.628.5616 or edavis@v1.ca, or Soren Mogelsvang, Chief Executive Officer of Exxel Pharma,
at 720.261.1109 or soren.mogelsvang@exxelpharma.com.
On behalf of the Board,
Datinvest International Ltd.
Sean Davis, Chief Executive Officer
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested
Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. 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 Filing Statement to be prepared in connection with the
transaction, any information released or received with respect to the RTO may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release. Neither the 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.

This news release may include forward-looking statements that are subject to risks and uncertainties. All statements
within, other than statements of historical fact, are to be considered forward looking. Although the Company believes
the expectations expressed in such forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results or developments may differ materially from
those in forward-looking statements. Factors that could cause actual results to differ materially from those in forwar
--->d-
looking statements include market prices, continued availability of capital and financing, and general economic,
market or business conditions. There can be no assurances that such statements will prove accurate and, therefore,
readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update
any forward-looking statements except as required under the applicable laws.
 


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