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Diesel vehicle ban?: Cleaner air pressure in Germany | Germany News

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Diesel-powered vehicles could soon be banned in some of Germany‘s biggest cities.

The European Union is threatening to fine the German government for breaching air pollution levels.

And cleaner air is also being demanded by environmental campaigners.

Al Jazeera’s Nadim Baba reports from Berlin.

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Centurion Executes Definitive Agreement with Canadian Cannabis Beverage Company, Amends Uruguay Cannabis CBD Oil Extraction Agreement

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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.

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Canntab Granted 3rd Patent and Receives $400K Purchase Order in Australia

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TORONTO, March 9, 2021 /PRNewswire/ – Canntab Therapeutics Limited (CSE: PILL.CN) (OTCQB: CTABF) (FRA: TBF1.F) (the “Company” or “Canntab“), a leading innovator in cannabinoid and terpene blends in hard pill form for therapeutic applications, is pleased to announce the Australian Patent Office (“IP Australia“) has granted Australian Patent No. AU 2018210690 to Canntab, related to its proprietary cannabidiol formulations with a priority date of January 23, 2017. The term of the patent expires on January 22, 2038.

Canntab’s Legal Counsel on intellectual property, Gavin Bogle of Magyar, Bogle & O’Hara LLP said, “The allowance of Canntab’s patent by the Australian Patent Office continues to further provide fundamental intellectual protection for Canntab’s innovative tableting technology and even further validates the years of research and development the Company has conducted. The Company now has patent protection in the USA, Canada and Australia providing an international scope to the Company’s expanding portfolio of issued patents.”

Canntab believes its hard pill formulations are superior to all other medical CBD and THC delivery systems since they are true pharmaceutical grade delivery systems which provide superior ingredient stability, enhanced bioavailability, and provide customizable and precise dosing, as opposed to the widely available gel capsule products from other suppliers.

Canntab has eleven pending patent applications internationally and three patents which have now been granted. Canntab has developed both patented and patent pending technologies to deliver standardized medical cannabis extract in a variety of extended-release/ sustained-release pharmaceutical grade delivery systems.

Cann Global Limited Purchase Order

Canntab is also pleased to announce that further to an announcement made on October 26, 2020, Canntab has now received an initial purchase order in the amount of $406,200 with its Australian partner, Cann Global Limited of Australia (“Cann Global”). The initial purchase order includes 6 sku’s comprised of 2.5mg THC, 5mg THC, 12.5mg CBD, 25mg THC, and combined caplets (a hard coated tablet in the shape of a capsule) with 5mg THC/ 25mg CBD and 2.5mg THC/ 12.5mg CBD.

Cann Global has already received its import license from the Australian Government Department of Health while Canntab is waiting for an Export License approval from Health Canada to fulfil and ship the order. The products ordered by Cann Global will be distributed throughout Australia to medical distributors, including Doctors, Pharmacies, and Hospitals. Canntab will update its shareholders as soon as its Export License has been approved.

Larry Latowsky, CEO of Canntab said, “These are 2 major milestones that confirms our proprietary formulations are unique and different from other product offerings in the global marketplace. Intellectual property is at the root of our value proposition and having been granted our first Australian patent and our third patent overall in less than 5 months further confirms our leading position as the go to company for precise dosage and pharmaceutical grade tablets and caplets for the medical market containing THC, CBD or many combinations of THC and CBD.” Mr. Latowsky added “we are completing production of our first order and are in the final stages of approval with Health Canada for the proper export permits that will allow us to ship our order to Australia. With recent developments in the Australian market and the increasing acceptance of medical cannabis we are quite confident that our partnership with and supply to Cann Global will contribute to our planned growth.”

Canntab to Participate in Australia’s Largest Observational Medical Cannabis Research Study

Applied Cannabis Research Observational Study Applied Cannabis Research (“ACR”), a leading Australian contract research organization focused exclusively on medical cannabis treatments, has launched Australia’s largest observational study ever undertaken for medical cannabis. Canntab, through the products it will supply to CANN Global Ltd., which is a direct participant in the study, will be participating in this clinical collaboration with major Australian clinics and hospitals to complete the Cannabinoid Medicine Observational Study (“CMOS”) that will collect data from 20,000 patients nationwide over 5 years, with results to be released on an ongoing basis. CMOS aims to assess the safety and efficacy of medicinal cannabis products for a range of refractory conditions including fibromyalgia, chronic pain syndromes, PTSD, epilepsy and other mental health and neurological conditions using cannabis, including Canntab’s Hard Pill Cannabinoid Formulations. ACR will lead the study in conjunction with Australia’s medical community and key industry partners such as Althea Group Holdings , Cronos Australia , Cymra Life Sciences , Medcan Australia and Cann Global.

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Premier urged to press pause on Cannabis NB decision in 11th-hour letter

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Premier Blaine Higgs is being urged to stand down on making a decision on Cannabis NB until he has consulted with businesses, residents, Indigenous groups and others.

A six-page letter, signed by Assembly of First Nations Regional Chief Roger Augustine and nine New Brunswick-based cannabis businesses and dated March 4, presses Higgs and Finance Minister Ernie Steeves to “pause any further decision or negotiation regarding Cannabis NB.”

“As investors in this province, its people and its potential, we believe we deserve to be consulted fully on the future of Cannabis NB,” the letter states. “To date that has not taken place.”

The letter comes as negotiations are already underway, according to a Higgs government spokesperson.

Higgs had earlier said a final decision on whether to privatize the Crown agency would be made by the end of 2020. In late December, a Finance Department spokesperson said the process “would continue into the new year.”

On Thursday, the groups laid out a list of reasons the decision should be paused.

In addition to fears that privatization would lead to a loss of New Brunswick jobs, it argued the agency’s fortunes have drastically changed since the possibility of privatization was raised in November 2019.

“At the time, it was easy to understand why the province might consider a sale of this agency given the financial losses it was incurring at the time,” the letter said.

“However, those losses have been turned around and [earlier] issues … that allowed the regulated market to compete with the illicit market have been addressed.”

The agency has since posted four consecutive profitable quarters and expects to exceed $10 million in profit for the year, Cannabis NB and Alcool NB Liquor spokesperson Thomas Tremblay said in February.

“This is momentum we feel will be imperilled by a move to a single private retailer,” the letter to Higgs said, arguing it would “favour its own financial well-being” over the province’s bottom line.

No other province has given up control, group says

In addition to Augustine, the letter is signed by the presidents of New Brunswick-based cannabis companies Zenabis Global, Organigram Holdings Inc., Stewart Farms, Lady Jane Cannabis Ltd., Golden Peak Cannabis Inc., Eco Canadian Organic Inc., New Brunswick Cannabis Co-ordinator, Flemming & Singh Cannabis and the director of the New Brunswick Craft Cannabis Association.

The letter notes no other provincial government in Canada has given up control of retail operations of the cannabis industry, arguing that doing so would jeopardize their ability to harness the sector’s “global potential.”

“British Columbia, Alberta, Ontario and Quebec all have maintained full or partial control over their recreational cannabis industries and are seeing success … in terms of financial returns to the province,” the letter states.

The group also said that selling Cannabis NB to a private monopoly would be a “missed opportunity” for reconciliation and economic growth, noting it will make it very difficult to fully include Indigenous entrepreneurs in the regulated retail cannabis space.  

CBC News has sought comment from the Higgs government. 

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