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Centurion Signs Amending Agreement to Create Cannabis Spin-Out and Will Apply for a Resumption of Trading as a Mineral Exploration Issuer
Vancouver, British Columbia--(Newsfile Corp. - April 1, 2022) - Centurion Minerals Ltd. ( TSXV...
About this update from Centurion Minerals Ltd.
[{"type":"text","content":"Centurion Signs Amending Agreement to Create Cannabis Spin-Out and Will Apply for a Resumption of Trading as a Mineral Exploration IssuerVancouver, British Columbia--(Newsfile Corp. - April 1, 2022) - Centurion Minerals Ltd. (TSXV: CTN) (\"Centurion\", or the \"Company\") is pleased to announce it has executed an Amending Agreement (to its amalgamation agreement dated March 3, 2022 with HAI Beverages Inc. (\"HAI\"), and Thani Ltd. (dba \"CannaEden\") (the \"Amalgamation Agreement\"), whereby Centurion will:A) Incorporate a wholly owned subsidiary (\"SubCo\") and assign all Centurion cannabis-related assets (the \"CannaAssets\") and select liabilities to SubCo;B) SubCo shares held by Centurion will be distributed to the Centurion shareholders;C) the acquisitions of HAI and CannaEden will be completed by SubCo (thereafter \"AmalCo\"); andD) 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 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 (individually a \"Party\" and collectively the \"Parties\") 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 securityholders 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 a...