Centurion intends to immediately apply to the TSX Venture Exchange (“TSX-V”) to resume operations as a mining exploration issuer.
For context, the Company strongly believes in the potential value developed by HAI and CannaEden, and while each group wishes to convert this potential into a commercially successful venture, a number of factors and required steps have become clear:
1) Centurion, HAI and CannaEden (each a “Party” and collectively the “Parties”) acknowledge that the cannabis industry continues to evolve and that investor interest in the industry has changed significantly;
2) Since entering into the merger agreement with HAI and CannaEden, the parties have gained a better understanding of the path needed to achieve HAI’s original business objectives;
3) The parties have agreed to amend the Centurion-HAI transaction allowing HAI to execute its revised business plan, fund HAI’s operations and market an initial product line using SubCo as an alternative to the joint venture partnerships initially considered by the parties;
4) The parties also agree that HAI’s intention to seek liquidity for its securityholders through the Canadian capital markets will require more time and should be realized when HAI is able to demonstrate its operational business plan. and that market conditions will be more favorable for cannabis issuers; and
5) Recognizing the above, Centurion has developed a plan that allows its shareholders to participate through SubCo in the HAI CannaEden transaction while providing liquidity to its existing shareholders and continuing its mining exploration activities.
Summary of CTN-HAI Amending Agreement
The parties have agreed to the following terms (the “Transaction”) and are currently proceeding to ensure that the Company is able to request a resumption of operations as soon as reasonably possible:
A) Centurion will incorporate SubCo solely for the purpose of effecting the transfer of the Merger Agreement and CannaAssets in exchange for 16,819,737 shares of SubCo.
B) CannaAssets awarded will include option agreements to acquire ArgenCanna SA in Argentina; CannLabs S.A.
in Paraguay; and the definitive agreement to acquire CannaEden in Uruguay.
C) Centurion will assign up to C$171,000 (plus accrued interest) of cannabis-related debt to SubCo.
D) Centurion intends to distribute the 16,819,737 shares of SubCo to current Centurion shareholders on a pro rata basis
E) SubCo will enter into a merger transaction with HAI by issuing a number of shares of SubCo equal to the number of outstanding shares of HAI following approval of the transaction by HAI shareholders. The transaction will constitute a reverse takeover of SubCo and, when completed, will be renamed and continue the operations of HAI (“AmalCo”).
F) Amalco will appoint 6 directors, HAI having the right to appoint 4 and Centurion having the right to appoint 2. Centurion’s first directors are expected to be David Tafel and Jeremy Wright.
G) The parties intend to enter into one or more equity financing transactions of up to US$5 million, targeted at approximately US$0.35 per share and closing in the first half of 2022.
H) Centurion will retain all assets and liabilities related to mineral exploration and will make all necessary requirements to apply to the TSX-V to resume trading as a mineral exploration issuer.
The transaction is subject to a number of conditions, including, but not limited to, receipt of all necessary board, shareholder and regulatory approvals.
David Tafel, CEO of the company, said: “While it has taken significantly longer than expected, we are very pleased with this revised structure. The Amended Merger Agreement provides Centurion shareholders with a continued interest in Centurion as a mineral exploration issuer as well as an equal number of shares in the resulting cannabis beverage issuer originally disclosed on February 25, 2021.”
Consolidation of Centurion shares
Prior to a resumption of operations, the Company intends to undertake a stock consolidation (2 for 1), whereby 2 common shares will be exchanged for 1 post-consolidation common share of the Company. For reference, the Company currently has 33,639,473 common shares issued and outstanding.
Subject to receipt of the necessary approvals from the Board of Directors and/or regulatory authorities, Centurion Minerals Ltd. intends to change its name to Kadima Minerals Corp..
The HAI team has extensive experience in the beverage and consumer packaged goods industries, founding HAI to capitalize on the disruption of the alcohol beverage market by cannabis-infused products. The HAI team’s deep understanding of the global beverage market and experience in developing successful beverage brands has resulted in a proprietary technology platform that offers:
- Rapid onset and high bioavailability, providing an experience similar to session ability of alcohol consumption;
- A competitive cost structure with non-infused consumer beverages; and
- Multi-Format Product Capabilities.
HAI has developed an extensive portfolio of technologies and assets related to water-soluble cannabinoids (THC, CBD and other cannabinoids), including:
1) A range of ready-to-drink beverages targeting specific consumer groups.
2) Seltzers, sodas and a variety of carbonated cocktail formulations.
3) Single-use powdered drink offerings using HAI’s water-soluble dry technology.
4) Teas, coffee, and mate (also known as cimarron), including K-Cup single-serve formats, using a water-soluble dry formulation.
5) A suite of advanced topical products that utilize HAI’s concentrates to enable rapid transdermal delivery of active cannabinoid ingredients.
HAI implements a two-pronged go-to-market strategy, focusing on:
A) enter into agreements with current licensed producers to manufacture branded and white label water-soluble cannabis, in ready-to-drink and dry formulations; and
B) Royalty-Based Intellectual Property License (the “IPs“) and process at 3rd parties.
Centurion Minerals Ltd. is a Canadian company focused on developing mining assets in the Americas. The Company’s main investment was its participation in the Ana Sofia agro-gypsum fertilizer project.
President and CEO
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to numerous conditions, including, but not limited to, potential stock exchange acceptance and, if applicable, shareholder approval. If applicable, the Transaction cannot be completed until the required shareholder approval has been obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, unless otherwise specified in a management information circular or filing statement to be prepared in connection with the transaction, any information communicated or received regarding the transaction may not be accurate or complete and should not not be invoked.
This press release contains forward-looking statements regarding the future operations of Centurion Minerals Ltd. (the society”). All forward-looking statements regarding the Company’s future plans and operations, including management’s assessment of the Company’s project expectations or beliefs, may be subject to certain assumptions, risks and uncertainties beyond the Company’s control. . Investors are cautioned that such statements are not guarantees of future performance and that actual performance and financial results may differ materially from estimates or projections. These statements include, among others: the conclusions of future economic assessments; changes in project parameters as plans continue to be refined; failure of equipment or processes to perform as intended; accidents and other industrial risks; delays and other risks related to construction activities and operations; timing and receipt of regulatory approvals for transactions; the ability of the Company and other relevant parties to meet regulatory requirements; the availability of financing for proposed transactions, programs and working capital requirements on reasonable terms; the ability of third-party service providers to provide services on reasonable terms and in a timely manner; market conditions and general business, economic, competitive, political and social conditions.
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