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.

About HAI

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:

  1. A range of ready-to-drink beverage products targeting specific consumer groups.
  2. Seltzers, sodas, and a variety of carbonated cocktail formulations.
  3. Single-serve powdered drink offerings utilizing HAI's dry water-soluble technology.
  4. Teas, coffee, and mate (also known as cimarron), including K-Cup single serve formats, using a dry water-soluble formulation.
  5. 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.

Go-to-Market Strategy

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.

Financing

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.

Centurion Consolidation

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.

Name Change

Subject to receipt of any necessary shareholder, Board of Director and or regulatory approvals, and coincidental with closing of the Transaction, the Parties propose to change the name of the Company to HAI Technologies Inc.

ABOUT CENTURION

Centurion Minerals Ltd. is a Canadian-based company with a focus on South American asset development. The Company's lead investment has been its interest in the Ana Sofia Agri-Gypsum Fertilizer Project. The Company has been actively pursuing business opportunities in the South American cannabis and related products industry.

"David G. Tafel"
President and CEO

For Further Information Contact:
David Tafel
604-484-2161

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 a number of conditions, including, but not limited to, Exchange acceptance and if applicable, shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information release or received with respect to the transaction may not be accurate or complete and should not be relied upon.

This news release contains forward looking statements concerning future operations of Centurion Minerals Ltd. (the "Company"). All forward-looking statements concerning 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 any such statements are not guarantees of future performance and that actual performance and financial results may differ materially from any estimates or projections. Such statements include, among others: conclusions of future economic evaluations; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; accidents and other industry risks; delays and other risks related to construction activities and operations; timing and receipt of regulatory approvals of operations; the ability of the Company and other relevant parties to satisfy 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 deliver services on reasonable terms and in a timely manner; market conditions and general business, economic, competitive, political and social conditions.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/75471

News Provided by Newsfile via QuoteMedia

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Cannabis leaf on road marked with "2025," with sunlight in the background.

New Cannabis Consumption Trends, Regulatory Shifts Seen Driving Market in 2025

Understanding trends in the cannabis industry is paramount for investors eyeing a market with steady growth potential, but the landscape is complex as products and regulations continue to evolve.

Consumption habits are changing as edibles, vaping and THC beverages gain traction, especially among younger users, and cannabis companies are adapting their offerings to meet shifting demand.

Meanwhile, regulatory uncertainty, particularly surrounding the future of the US Farm Bill and state-level restrictions on hemp-derived cannabinoids, continues to challenge the market.

Despite these headwinds, production data and long-term growth forecasts suggest the cannabis industry remains on a promising — albeit turbulent — path. Read on for more on key trends to watch in 2025.

Consumption methods evolving post-legalization

Shifts in consumer behavior are reshaping markets across the board, and the cannabis industry is no exception.

While smoking remains the dominant method of cannabis consumption, a recent report from the Centers for Disease Control and Prevention highlights the growing popularity of edibles, vaping and dabbing.

The report notes that vaping and dabbing are particularly pronounced among younger adults.

A separate study published by the American Medical Association and funded in part by the Canadian Institutes of Health Research also points to how product preferences have changed among Canadian users since legalization in 2018.


The study indicates that while the use of flower, cannabis concentrates, oil, tinctures and topicals has decreased during that time, the use of vape cartridges, edibles and beverages has increased.

Edibles and beverages were legalized in Canada in late 2019, and Truss Beverage was one of the first players to introduce cannabis-infused drinks. Truss was a joint venture formed by Molson Coors Canada (TSX:TPX.A,TSX:TPX.B) and HEXO, a cannabis company that has since been acquired by Tilray Brands (TSX:TLRY,NASDAQ:TLRY).

In early 2020, Tilray launched a lineup of confectionery, wellness products and beverages through its subsidiary, High Park; Canopy Growth (TSX:WEED,NASDAQ:CGC) made a similar move. These companies gradually brought their products to the US as more states legalized cannabis for medical and/or recreational use.

Today, established cannabis brands typically offer edibles and beverages alongside their other products. Organigram Global (TSX:OGI,NASDAQ:OGI) is one of the newest US entrants, with its April acquisition of Collective Project providing immediate access to the US hemp-derived THC beverage market.

Growing awareness of health and wellness, potentially amplified by the pandemic-led adoption of health trackers, appears to be making an impact on the alcoholic beverage market.

A 2023 Gallup poll reveals a two decade decline in alcohol consumption, particularly among younger adults, suggesting a shift towards more health-conscious lifestyles within this demographic.

Craft beer production declined by 4 percent year-on-year in 2024, according to data collected by the Brewers Association. This marked the largest drop in the industry's history, excluding the pandemic. For small, independent craft breweries, 2024 marked the third consecutive year of declining production. A drop in the number of operating small breweries last year provides further evidence of this trend, with 501 closures in 2024 versus 434 openings.

Challenges in the alcohol market extend beyond the brewing industry, with the New York Times recently reporting the closure of a handful of nightclubs facing decreased alcohol sales alongside rising insurance and rent costs.

Meanwhile, cannabis lounges have been popping up across the US for the last several years. As of early 2025, several states had legalized or were in the process of implementing regulations for cannabis consumption lounges.

Hemp market growth despite regulatory uncertainty

The burgeoning hemp industry is another segment of the expanding cannabis market.

The legalization of industrial hemp — defined as cannabis with a THC concentration of 0.3 percent or less — through the 2018 Farm Bill led to initial investment and optimistic projections for CBD wellness products and various industrial applications. The sector’s rapid evolution also brought the rise of hemp-derived intoxicating cannabinoids, creating a market that presented both opportunities and complexities for participants.

However, after an initial boom, a lack of infrastructure and clearly defined regulations for CBD, as well as state-level variations and market oversupply, ultimately contributed to a quick retraction.

2024 was a pivotal year for the US hemp industry, as the hemp-related provisions of the 2018 Farm Bill — originally set to expire in September 2023, but extended to December 31, 2024 — created an urgent need to address critical issues like THC limits and the regulation of novel hemp-derived cannabinoids. A major point of contention was the proposed shift from defining hemp based on Delta-9 THC concentration (0.3 percent or less) to “total THC,” which includes THCA.

This change had the potential to significantly impact farmers and processors, as many hemp varieties that are compliant under the Delta-9 THC rule could exceed the 0.3 percent limit when THCA is included.

Various bills and amendments were proposed in 2024 as part of the Farm Bill discussions, each with different approaches to regulating hemp. Separate regulatory frameworks for industrial hemp and hemp grown for cannabinoids were suggested, and many states took their own action, leading to a patchwork of regulations and even outright bans.

Despite challenges, data from the US Department of Agriculture suggests signs of recovery.

The department's annual National Hemp Report from 2024 points to an 18 percent increase in industrial hemp production value between 2022 and 2023, with output growth seen in specific sectors like floral (18 percent), fiber (133 percent) and seed hemp (414 percent). The 2025 report from the Department of Agriculture indicates further expansion, with notable increases observed in both acreage (up 64 percent from 2023) and value (46 percent).

The 2024 Farm Bill ultimately did not pass, and right now the hemp industry is operating under a temporary extension of the 2018 Farm Bill under the American Relief Act of 2025, signed into law on December 21, 2024.

The 2018 Farm Bill is now set to expire on September 30, 2025.

While analysts for Markets and Markets project that the North American hemp industry will grow at a CAGR of 22.4 percent and ultimately reach a valuation of US$30.24 billion by 2029, the future of the industry will be heavily influenced by the outcome of the ongoing Farm Bill discussions.

US cannabis legalization remains stalled

Although there is clear demand for cannabis products, the now-defunct rescheduling process in the US is likely to continue casting a shadow of uncertainty over the industry's long-term trajectory.

Legal and procedural delays, including allegations of improper conduct and bias within the US Drug Enforcement Administration (DEA), led to hearing cancellations, and the new administration of US President Donald Trump has brought leadership changes to key agencies like the DEA and the Department of Justice.

Terry Cole, who Trump nominated to be DEA administrator on February 11, has a history of opposing cannabis legalization in the country. Similarly, Pam Bondi, Trump’s pick to lead the justice department, staunchly opposed a movement to legalize medical cannabis during her tenure as Florida’s attorney general.

While there have been bipartisan efforts in Congress to end federal cannabis prohibition and establish regulations for eventual legalization, the DEA’s actions and statements indicate a potential stall or reversal of progress.

In addition to that, new research is adding complexity to the debate.

A study published in the American Journal of Psychiatry this past March highlights an association between the use of high-potency cannabis strains and increased risks of psychosis, a factor that may not have been fully considered by the Department of Health and Human Services. As stronger cannabis strains become more widely available, a reassessment of their potential health risks may be required.

Investor takeaway

While the cannabis industry holds promise for growth and innovation, investors must remain acutely aware of the regulatory uncertainties and market volatility that will undoubtedly shape its trajectory in the years to come.

Don’t forget to follow us @INN_Cannabis for real-time news updates!

Securities Disclosure: I, Meagen Seatter, hold no direct investment interest in any company mentioned in this article.

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ASX Cannabis Stocks: 10 Biggest Companies

While Australia has yet to legalise all forms of cannabis, the country is a growing medical cannabis and hemp market, with many companies manufacturing, researching and exporting the plant-based product.

Medical cannabis was federally legalised in 2016, and the export of cannabis from Australia was legalised in 2018. As for recreational use, the only state to legalise recreational use and possession so far is the Australian Capital Territory, which did so in 2020, but it did not establish a regulated recreational cannabis market.

The country's medical cannabis market has been steadily expanding in size and scope. A Penington Institute report shows that Australians spent approximately AU$400 million on medicinal cannabis in the first half of 2024, 72 percent higher than the AU$234 million they spent over the entirety of 2022.

Keep reading...Show less
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Discussions around cannabis rescheduling, changes in federal agency leadership, state-level legalization efforts, and financial reports from key companies all contributed to a month of notable activity in the cannabis space.

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Trulieve Announces Launch of Onward: A Premium THC Beverage

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Cronos Group Inc. to Hold 2024 Fourth Quarter and Full-Year Earnings Conference Call on February 27, 2025

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To attend the conference call or webcast, participants should register online at https://ir.thecronosgroup.com/events-presentations . To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. The webcast of the call will be archived for replay on the Company's website.

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Trulieve to Open Dispensary in Columbus, Ohio

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Trulieve Cannabis Corp. (CSE: TRUL ) (OTCQX: TCNNF ) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the U.S., today announced the opening of a new dispensary in Columbus, Ohio .

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