Centurion Minerals Ltd. Executes Definitive Agreement with Uruguay Cannabis CBD Oil Extraction Group
07.02.2020 | Newsfile
Vancouver, Feb 7, 2020 - Centurion Minerals Ltd. (TSXV: CTN) ("Centurion", or the "Company") is pleased to announce that it has entered into a Definitive Agreement dated February 05, 2020, with a Uruguay group of companies doing business as "CannaEden", whereby Centurion will acquire 100% of the outstanding shares and assets of CannaEden in exchange for common shares of Centurion (the "Acquisition"). The Acquisition will constitute a change of business ("COB") of the Company.
About CannaEden
The CannaEden team has more than 20 years' experience with cannabis cultivation and CBD industrialization. The CannaEden assets include:
- A fully funded and operational CBD extraction pilot plant capable of processing cannabis biomass to produce up to 9 kilograms/day of CBD isolate;
- 100% ownership of a Uruguayan tax-free zone registered company that holds a "build to suit" lease agreement on a facility that will be utilized to house a commercial GMP quality laboratory capable of producing 130 kilograms/day of CBD/CBG pharma-grade product. The facility is currently under construction and located within the Parque De La Cienca tax-free zone;
- 10 hectares of lease-to-own agricultural land for R&D cultivation and cloning;
- Preliminary applications to obtain the licenses and permits for the laboratory from the regulatory agencies;
- Pending registration of Genetics with high CBD concentration.
Business Plan
CannaEden and Centurion intend to pursue a growth strategy in extraction and distribution opportunities in South America, focused on low-cost, stable jurisdictions including Uruguay, Argentina, Paraguay and Peru. Specific objectives are to develop a sales-oriented, South American focused company that can:
(1) produce derivative cannabis products as inputs for consumer products companies; and
(2) produce an API isolate for the pharmaceutical industry.
On this last point, both Centurion and CannaEden have coordinated efforts regarding detailed discussions directly and indirectly with multiple South American pharmaceutical companies to quantify potential national and international markets as well as determine feasible products and distribution networks.
Product sales and distribution would target the majority of South America as well as the European Union.
Transaction summary
Upon closing Centurion will issue 10 million shares in exchange for 100% of the issued and outstanding shares and assets of CannaEden. The Transaction will be an arm's-length transaction and will not be a related party transaction, under applicable securities rules. CannaEden will have the ability to earn up to an additional 6 million shares upon hitting certain corporate milestones including, but not limited to achieving certain sales objectives. No deposit or advance has been made or is anticipated to be made by Centurion to CannaEden in connection with the Transaction. CannaEden will continue to finance its activities until closing of the transaction. The Definitive Agreement contemplates that CannaEden will receive additional common shares of Centurion valued at $0.25 for expenditures incurred between execution date of the Definitive Agreement and closing of the transaction. Expenditures are estimated at approximately C$250,000, which would thus result in the issuance of an additional 1 million shares in Centurion.
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 22,580,909 warrants to acquire Centurion shares exercisable at an average price of $0.17 per share.
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 receipt of the approval of the TSX Venture Exchange.
Centurion will provide a summary of any available significant financial information for CannaEden 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 Venture Exchange. 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 Venture Exchange and/or closing of the Transaction.
Financings
It is anticipated that in connection with the Transaction, the Company completes two financings. Firstly, to fund Transaction expenses, the Company intends to immediately complete a financing of up to $500,000 at terms to be agreed which is expected to be at a maximum discount of 25% to the ("concurrent") financing. Secondly, pursuant to the Definitive Agreement, it is a condition of closing that the Company will have completed a concurrent financing of a minimum of $3,000,000 with the structure and pricing to be in the context of market conditions prevailing at the time of closing.
Management and Board of Directors of Resulting Issuer
Upon completion of the Transaction, it is expected that the board of directors of the Company will remain the same as currently in place with the addition of one additional member representing CannaEden. The current board members are; Mr. David G. Tafel, Mr. Jeremy Wright, Mr. Kenneth Cawkell and Mr. Joseph Del Campo. The additional proposed board member is CannaEden's managing partner, Mr. Mauricio Zlatkin who will occupy the position of General Manager, Uruguay. Mr. David Tafel will continue as Chief Executive Officer and Mr. Jeremy Wright will remain as its Chief Financial Officer.
A brief biography of Mr. Mauricio Zlatkin is provided here:
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.
Name Change
ubject to receipt of any necessary shareholder, Board of Director and or regulatory approvals, and coincidental with closing of the Transaction, Centurion management proposes to change the name of the Company to Kadima Growth Ltd.
ABOUT CENTURION
Centurion Minerals Ltd. is a Canadian-based company with a focus on South American asset development. The Company's lead investment is 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:
Centurion Minerals Ltd.
David Tafel
604-484-2161
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.
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.
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 exploration and financial results may differ materially from any estimates or projections. Such statements include, among others: possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; actual results of reclamation activities; 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 risks of the mining industry; 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.