12:37:14 EST Fri 27 Jan 2023
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Centurion amends RTO; to apply for trading resumption

2022-04-01 12:40 ET - News Release

Mr. David Tafel reports

CENTURION SIGNS AMENDING AGREEMENT TO CREATE CANNABIS SPIN-OUT AND WILL APPLY FOR A RESUMPTION OF TRADING AS A MINERAL EXPLORATION ISSUER

Centurion Minerals Ltd. has signed an amending agreement (to its amalgamation agreement dated March 3, 2022) with Hai Beverages Inc. and Thani Ltd. (doing business as CannaEden), whereby Centurion will:

  • Incorporate a wholly owned subsidiary (SubCo), assign all Centurion cannabis-related assets and select liabilities to SubCo;
  • SubCo shares held by Centurion will be distributed to the Centurion shareholders;
  • The acquisitions of Hai and CannaEden will be completed by SubCo (thereafter AmalCo);
  • AmalCo will continue the business of Hai and CannaEden, initially as a non-listed reporting issuer, with the intention to target a go-public event in H2 2022, or H1 2023.

Centurion intends to immediately apply to the TSX Venture Exchange (TSX-V) for a resumption of trading as a mineral exploration issuer.

For background, the company strongly believes in the potential value being developed by Hai and CannaEden, and while each group wishes to convert this potential into a commercially successfully business, a number of factors and required steps have become clear:

  1. Centurion, Hai, and CannaEden recognize the cannabis sector continues to evolve, and investor interest in the sector has changed considerably;
  2. Since entering into the amalgamation agreement with Hai and CannaEden, the parties have gained further understanding of the path required to achieve Hai's initial business objectives;
  3. The parties have agreed to modify the Centurion-Hai transaction, enabling Hai to execute its revised business plan, finance the business of Hai and commercialize an initial product line using SubCo as an alternative to the joint venture partnerships initially contemplated by the parties;
  4. The parties also agree that Hai's intent to seek liquidity for its security holders through the Canadian capital markets will require additional time, and should be completed when Hai is able to demonstrate its operational business plan and market conditions are more favourable for cannabis issuers;
  5. Recognising the foregoing 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 mineral exploration business.

CTN-Hai amending agreement summary

The parties have agreed to the following terms and are currently proceeding to ensure the company is positioned to apply for a resumption of trading as soon as reasonably possible.

  • Centurion will incorporate SubCo solely for the purpose of effecting the assignment of the amalgamation agreement and the CannaAssets in exchange for 16,819,737 shares of SubCo.
  • CannaAssets assigned will include the option agreements to acquire ArgenCanna L.A. in Argentina; CannLabs S.A. in Paraguay; and the definitive agreement to acquire CannaEden in Uruguay.
  • Centurion will assign up to $171,000 (plus accrued interest) in cannabis-related payables to SubCo.
  • Centurion intends to distribute the 16,819,737 shares of SubCo to current shareholders of Centurion on a pro rata basis.
  • SubCo will complete an amalgamation transaction with Hai by issuing such number of SubCo shares that equal the number of shares outstanding in Hai following Hai shareholder approval of the transaction. The transaction will constitute a reverse takeover of SubCo and upon completion will be renamed and continue the business of Hai (AmalCo).
  • Amalco will appoint six directors, with Hai having the right to nominate four directors and Centurion having the right to nominate two. Centurion's initial directors are anticipated to be David Tafel and Jeremy Wright.
  • The parties intend to complete one or more equity financing transactions of up to $5-million (U.S.) targeted at approximately 35 U.S. cents per share and closing within H1 2022.
  • Centurion will retain all mineral exploration related assets and liabilities and will proceed to complete all necessary requirements in order to apply to the TSX-V for a resumption of trading as a mineral exploration issuer.

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.

Mr. Tafel, the company's chief executive officer, commented: "While it has taken much longer than anticipated, we're very pleased with this revised structure. The amended amalgamation agreement provides Centurion shareholders with an ongoing interest in Centurion as a mineral exploration issuer as well as an equal number of shares in the resulting cannabis beverage-related issuer originally disclosed on Feb. 25, 2021."

Centurion share consolidation

Prior to a resumption of trading, the company intends to undertake a (two for one) share consolidation, whereby two common shares shall be exchanged for one postconsolidation common share of the company. For reference, the company currently has 33,639,473 common shares issued and outstanding.

Name change

Subject to receipt of any necessary board of director and or regulatory approvals, Centurion Minerals intends to undergo a name change to Kadima Minerals Corp.

About Centurion Minerals Ltd.

Centurion Minerals is a Canadian-based company with a focus on mineral asset development in the Americas. The company's lead investment has been its interest in the Ana Sofia Agri-Gypsum fertilizer project.

We seek Safe Harbor.

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