Centurion Executes Definitive Agreement with Canadian Cannabis Beverage Company, Amends Uruguay Cannabis CBD Oil Extraction Agreement
Centurion to acquire a Disruptive Water-Soluble Cannabinoid Technology Platform Delivering Rapid Onset, Increased Bioavailability, Premium Taste Profiles and Highly Competitive Cost Structure
Centurion Minerals Ltd. (TSXV: CTN) (FSE: XJCB) (“Centurion” or the “Company”) is pleased to announce that it has entered into an Amalgamation Agreement dated February 17, 2021 (the “Agreement”), with HAI Beverages Inc. (“HAI”), whereby Centurion will acquire 100% of the outstanding shares and assets of a wholly-owned subsidiary of HAI (“NewHAI) in exchange for common shares of Centurion (the “Acquisition” or “Transaction”). NewHAI holds all material assets of HAI and the Acquisition will constitute a reverse take-over (“RTO”) of the Company.
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 its experience in developing successful beverage brands, resulted in a proprietary technology platform that delivers:
- Rapid onset and high bioavailability, providing an experience similar to the sessionability of alcohol consumption;
- A cost structure competitive with non-infused, mass market beverages; and
- Multi-format product capabilities.
HAI has developed an extensive portfolio of technology and assets related to water-soluble cannabinoids (THC, CBD, and other cannabinoids), including:
- A range of ready-to-drink beverage products targeting specific consumer groups.
- Seltzers, sodas, and a variety of carbonated cocktail formulations.
- Single-serve powdered drink offerings utilizing HAI’s dry water-soluble technology.
- Teas, coffee, and mate (also known as cimarron), including K-Cup single serve formats, using a dry water-soluble formulation.
- A suite of advanced topical products that utilizes HAI’s concentrates to enable rapid transdermal delivery of the active cannabinoid ingredients.
The HAI research team has successfully developed multiple infused beverage products containing highly bioavailable cannabinoids that deliver an equivalent experience to alcohol consumption and importantly, result in a rapid onset (within 3 to 5 minutes, compared to other available products having an onset of 15 to 45 minutes). The intellectual property Hai has developed around bioavailability and rapid onset led to HAI’s first patent application.
HAI is implementing a two-prong, go-to-market strategy, focused on:
1) Procuring agreements with current licensed producers to manufacture branded and white-labelled water-soluble cannabis, in ready-to-drink and dry formulations; and
2) Royalty based licensing of intellectual property (the “IP“) and processes to 3rd parties.
Centurion and HAI intend to pursue a cannabis beverage consumer packaged goods licensing and joint venture strategy anchored on the CannaEden operations in Punta del Este, Uruguay. Through the CannaEden operation, and within legal jurisdiction parameters, the Company intends to initially pursue sales in Brazil, Argentina and Paraguay. Centurion and CannaEden have advanced discussions with multiple South American pharmaceutical and consumer packaged goods companies in a co-ordinated effort to quantify potential domestic and international markets as well as determine feasible products and distribution networks.
The Company will also continue to develop and advance markets of initial focus for HAI, including Mexico, Canada, and the U.S.-based Latino markets (a significant, but largely underserved, demographic group). Activity in the U.S. would be limited to CBD-infused beverage manufacturing or licensing of IP within the legal guidelines established by the target jurisdictions and policies of the TSX Venture Exchange (the “TSX-V“).
David Tafel, CEO of the Company commented: “We are incredibly pleased to have finalized the Agreement with HAI. We set out to create a company that would be strongly differentiated and able to deliver outsized value to its shareholders. We believe that HAI through its unique technology platform, exceptional management team, and focused go-to-market strategy, is the right transaction to build on this vision. With the global cannabis industry rapidly transforming, we feel that HAI is uniquely positioned to capitalize on developing opportunities.”
Bruce Clark, HAI’s CEO, additionally commented: “We strongly believe that cannabis infused consumer packaged goods are the future of the global cannabis industry. We have spent several years developing proprietary IP and processes associated with water-soluble cannabinoids. The merger with Centurion and CannaEden represents the next major step in our development as we jointly execute on our strategy, leveraging a brilliant platform for growth in South America, Mexico and North America.”
HAI Transaction Summary
Upon closing, Centurion will issue 30 million shares in exchange for 100% of the issued and outstanding shares and assets of NewHAI. The Transaction will be an arm’s-length transaction and will not be a related party transaction, under applicable securities rules. NewHAI shareholders will have the ability to earn up to an additional 38,428,500 million shares upon hitting corporate milestones related to achieving certain revenue objectives. No deposit or advance has been made or is anticipated to be made by Centurion to HAI or NewHAI in connection with the Transaction and HAI will continue to finance its own activities until closing of the transaction.
The Transaction is subject to a number of terms and conditions, including, but not limited to, receipt of all necessary Board, shareholder and any regulatory approvals; completion of the financings described below; and approval of the TSX-V.
Centurion will provide a summary of any available significant financial information for HAI and NewHAI in the near future and will also confirm in a subsequent news release whether it will retain a Sponsor pursuant to the Transaction and concurrent financing or whether it will rely upon any available exemptions or waivers from the TSX-V. There can be no assurance that the Transaction will be completed as proposed or at all.
Trading in the shares of Centurion is expected to remain halted pending receipt of conditional approval from the TSX-V and/or closing of the Transaction.
Pursuant to the Agreement, it is a condition of closing that HAI and the Company (the “Parties“) will have completed a concurrent financing of a minimum $2,500,000 (the “Financing“). The Parties intend to undertake the Financing by way of private placement at $0.50 per Unit. Each Unit will consist of one common share and one share purchase warrant. The Parties anticipate that each Warrant shall have a term of 24 months commencing on the Closing Date and shall entitle the holder to purchase one common share at a price of $0.65.
Concurrent with the Transaction closing, the Company intends to undertake a share consolidation whereby 2 common shares shall be exchanged for 1 post-consolidation common share of the Company. The number of stock options, warrants and related exercise prices will also be adjusted in accordance with the consolidation ratio. For reference, the Company currently has 33,639,473 common shares issued and outstanding, as well as 416,667 stock options exercisable at an average price of $.60 per share and 20,112,575 warrants to acquire Centurion shares exercisable at an average price of $0.15 per share.
CannaEden Amending Agreement
Pursuant to the Company’s news release February 7, 2020, the Company has amended its original share purchase agreement (the “CannaEden Amending Agreement“) with the Uruguayan group of companies doing business as CannaEden (“CannaEden“) to align with the Company’s planned share consolidation discussed above and the Financing. The CannaEden Amending Agreement amends certain provisions such that at closing, Centurion will issue 5 million shares (previously 10 million shares) in exchange for 100% of the issued and outstanding shares and assets of CannaEden. CannaEden will have the ability to earn up to an additional 3 million shares (previously 6 million shares) upon hitting the same revenue milestones as discussed above for NewHAI. The Company has also agreed to amend the Bridge Financing provision whereby CannaEden will have the option to receive either cash reimbursement, or common shares of the Company valued at $0.50, for expenditures incurred between execution date of the original share purchase agreement and closing of the Transaction.
Board of Directors and Management of the Resulting Issuer
Upon completion of the Transaction, it is intended that David Tafel and Jeremy Wright will continue to serve on the board of directors of the Company, and Bruce Clark, Chris Hoffmeister, and Edward Lupton will be appointed representing NewHAI, and as previously announced, Mauricio Zlatkin will be appointed representing CannaEden. Kenneth Cawkell and Joseph Del Campo will resign as Directors of the Company upon completion of the Transaction. Operationally, Bruce Clark will assume the role of Chief Executive Officer, David Tafel will assume the role of Executive Co-Chairman and Jeremy Wright will continue as the Chief Financial Officer. Mauricio Zlatkin will assume the role of General Manager, Uruguay.
David Tafel, CEO of the Company commented: “We are incredibly grateful for the tireless efforts of Ken and Joe as Directors of Centurion. Their contributions, advice and friendship have been very valuable to us, and we truly thank both of them. At the same time, we are eager to move forward with this transaction and work with the incoming HAI and CannaEden team members.”
A brief biography of the Directors and Officers is provided here:
Mr. David Tafel – Director, Executive Co-Chairman
Mr. Tafel holds a B.A. in Economics from the University of Western Ontario and has over 30 years of corporate structuring, strategic planning, financing, administration and management experience. He has been an officer, director and founder of a number of publicly listed companies and has been instrumental in raising well over $100 million for resource, life sciences and technology companies.
Mr. Bruce Clark – Director, President & CEO
Mr. Clark is the CEO and co-founder of HAI Beverages, an innovator in alternative beverages. He has deep expertise in beverage manufacturing & operations. As former Vice President at the Pacific West Brewing Company, he engineered two separate turnarounds over a 20-year period. He has been responsible for the successful launch of multiple brands, driving revenues and delivering sustainable solid profitability. Mr. Clark is also the Principal in the Broadwing Group, a project services and holding company that has worked on many commercial ventures over the past 20 years. With a focus on energy, he has been instrumental in the conception, finance, and development of a number of large projects. The Company has remained engaged in all projects participated in.
Mr. Jeremy Wright, CPA, CMA – Director, Chief Financial Officer
In addition to his current role as a Director and CFO for Centurion Minerals Ltd., Mr. Wright has broad experience working with senior management developing strategies and solutions to business issues mainly related to corporate finance, cost and risk management, and governance. Mr. Wright is a Chartered Professional Accountant (Certified Management Accountant), currently serves as a director for several public and private companies including Pontus Protein Ltd., RAYL Innovations Inc. Mr. Wright previously served as a director of TGS Esports Inc., Freeform Capital Partners Inc., Pacific Community Resources Society and the Canadian Freestyle Ski Association. In addition, Mr. Wright also serves as the CFO for several public and private companies, including Portofino Resources Inc., and Alpha Cognition, Inc. He was previously the CFO for GTEC Cannabis Co., an ultra-premium cannabis producer having three federally licensed production facilities across Canada. Mr. Wright also holds a Bachelor of Arts, with honours in Environmental Economics, from Brock University.
Mr. Mauricio Zlatkin – Director, General Manager (Uruguay)
Mr. Zlatkin is CannaEden’s Managing Partner. A lawyer by training with a degree from Rio de Janeiro State University (UERJ), he specialized in Finance and Derivatives Trading in Chicago and New York. He has been a member of the São Paulo Commodities and Futures Exchange from 1987 until it’s IPO in 2007, and with the Chicago Mercantile Exchange (CME) from 1995 to present, having acted as a Floor Trader, Broker, Fund Manager and Private Investor. His business ownership career commenced in 2004 after moving to Uruguay where he is currently Managing Partner in a number of companies with activities in the Real Estate, Aviation Services, Hospitality and Winemaking industries.
Mr. Chris Hoffmeister – Director, Co-Chairman
Mr. Hoffmeister is the CEO of Select Wines, one of Canada’s largest wine importers and distributors. Mr. Hoffmeister has 21 years of beverage alcohol marketing and sales experience. Mr. Hoffmeister joined Select Wines in 2011 and helped lead a management buyout in 2017. Prior to Select, Mr. Hoffmeister was at the Mark Anthony Group where he had a wide range of roles including Agency Brands Marketing Director and General Manager of the Wine Division. His marketing experience includes work on world class beverage brands such as Corona Beer, Concha y Toro, Marchese Antinori. Patron Tequila and Remy Martin Cognac. Prior to Mark Anthony, Mr. Hoffmeister was a Principal with Sierra Systems with focus on providing management consulting to companies in the Natural Resource sector. Mr. Hoffmeister is a graduate of Queen’s University and a member of the Young Presidents Organization.
Mr. Edward Lupton – Director
Mr. Lupton is the Executive Chairman of Select Wines, one of Canada’s largest wine importers and distributors. Mr. Lupton has three decades of experience as an entrepreneur operating, acquiring and divesting businesses both in Asia and North America including businesses sold to divisions of ADP, the UK Royal Mail and Axel Springer SE. He holds a BA with Honours from Nottingham University, England.