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.