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Namaste Announces Closing of Acquisition of Australian Vaporizers $N.ca

Posted by AGORACOM-JC at 7:17 AM on Thursday, March 16th, 2017

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  • Completed its acquisition of Australian Vaporizers PTY Ltd proceeds from its recent “bought deal” financing of CAD $11,338,000, closed on March 9, 2017 (see press release dated March 9, 2017).

VANCOUVER, BRITISH COLUMBIA–(March 16, 2017) – Namaste Technologies Inc. (“Namaste” or the “Company“) (CSE:N)(FRANKFURT:M5BQ)(OTCQB:NXTTF) is pleased to announce that it has completed its acquisition of Australian Vaporizers PTY Ltd (“Australian Vaporizers“) using proceeds from its recent “bought deal” financing of CAD $11,338,000, closed on March 9, 2017 (see press release dated March 9, 2017).

The acquisition of Australian Vaporizers adds significant revenue and solidifies Namaste’s position as the largest online retailer of vaporizers in the world. Post consolidation, Namaste will control approximately 90% of the vaporizer online retail market in Australia.

During the last fiscal year ended June 30, 2016, Australian Vaporizers operated with a 45% gross margin and an EBITDA margin of 27%. The acquisition of Australian Vaporizers represents a 33% increase in Namaste’s revenue. The table below is a summary P/L for Australian Vaporizers for fiscal years of 2013-2016.

Profit & Loss Account (AUD)1
Year ending
June 30
2013 2014 2015 2016
Sales 1,729,334 2,489,067 3,522,153 4,464,102
yoy growth 44% 42% 27%
COGS 974,467 1,565,565 2,064,309 2,463,315
Gross profit 754,867 923,502 1,457,844 2,000,787
gross margin 44% 37% 41% 45%
OPEX 393,482 495,802 694,503 816,405
EBITDA 361,385 427,700 763,341 1,184,382
EBITDA margin 21% 17% 22% 27%

In addition to strong financials, Australian Vaporizers’ traffic and on site conversions exceed industry standards. The addition of thousands of new customers in Australia has significant value to Namaste, as it focuses on further developing a powerful global database of medicinal and recreational Cannabis users within various demographics and geographical regions. The table below depicts yearly site traffic increases, as well as conversion rates with total shipments sent.

1 Source: audited annual financial statements of Australian Vaporizers.

E-commerce stats2
Year
ending
June 30
Traffic Conversion Shipments Order
value
AUD
Gross
revenues
AUD
2015 292,316 4.40% 12,856 199 2,554,251
2016 344,414 4.60% 15,830 196 3,107,640
HYI 2017 217,617 4.58% 9,975 195 1,945,001

The “bought deal” financing and issuance of new shares represents a 17% increase in total shares in Namaste, which makes the acquisition accretive.

2 Source: internally prepared by the management of Australian Vaporizers.

Terms of the Transaction

Pursuant to the terms of the definitive agreement announced on February 24, 2017, Namaste has acquired all of the issued and outstanding shares of Australian Vaporizers. The purchase price was calculated as 1.0x 12-month trailing sales of AUD$5.0 million, plus the value of inventory acquired within six (6) months preceding the closing, and 50% of the value of the inventory acquired prior to six (6) months preceding the closing, less all liabilities and plus trade debt and cash.

Upon closing of the transaction, the Company provided an initial 75% of the purchase price in cash, being AUD$4,256,197.50 and 10% of the purchase price was satisfied with 1,988,182 common shares in the capital of the Company, based on the 20-day volume weighted average trading price upon signing of the definitive agreement. The remaining 15% of the consideration will be satisfied through an earn-out based on sales and integration milestones.

Management Commentary

Mr. Sean Dollinger, President and CEO of Namaste, comments: “I’m very pleased to announce that we’ve completed the acquisition of Australian Vaporizers which adds significant revenue and diversity to our Company’s revenue. Australian Vaporizers is already profitable and this acquisition represents a great achievement for the Company. We plan to bring additional value to our Australian customers through our relationships with manufacturers, distributors, and retailers. Our goal is to offer the latest and most innovative products and to offer industry-leading, best customer service. Thanks to our shareholders for their support, as well as our management, marketing and operations teams for their hard work and dedication.”

About Namaste Technologies Inc.

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 ecommerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger, Chief Executive Officer

Further information on the Company and its products can be accessed through the links below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD-LOOKING INFORMATION This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com. This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+1 (786) 389 9771
info@namastevapes.com
www.namastetechnologies.com

Namaste Announces MOU With Vinergy $N.ca

Posted by AGORACOM-JC at 8:22 AM on Tuesday, March 14th, 2017

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  • Entered a memorandum of understanding with Vinergy Resources Ltd., to jointly market Vinergy’s proprietary Cannabidiol (CBD) extract formulations through referral traffic generated on Namaste’s sales channels and websites
  • CEO of Namaste, comments: “We are very pleased to work with Vinergy to further expand our product line. This relationship represents continued monetization of Namaste’s database and we view broadening our strategic alliances to the benefit of our customers and shareholders”.

VANCOUVER, BRITISH COLUMBIA–(March 14, 2017) –Namaste Technologies Inc. (“Namaste” or the “Company“) (CSE:N)(CSE:N.CN)(OTCQB:NXTTF)(FRANKFURT:M5BQ) is pleased to announce that it has entered a memorandum of understanding (“MOU“) with Vinergy Resources Ltd. (“Vinergy“), to jointly market Vinergy’s proprietary Cannabidiol (CBD) extract formulations through referral traffic generated on Namaste’s sales channels and websites.

In the first phase of the collaboration, through channels in California, Colorado and potentially other legal States, Namaste will market Vinergy’s proprietary formulations to consumers in its database of 300,000 customers.

Management Commentary 

Mr. Sean Dollinger, President and CEO of Namaste, comments: “We are very pleased to work with Vinergy to further expand our product line. This relationship represents continued monetization of Namaste’s database and we view broadening our strategic alliances to the benefit of our customers and shareholders”.

About Namaste Technologies Inc. 

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 ecommerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger, Chief Executive Officer

Further information on the Company and its products can be accessed through the links below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD LOOKING INFORMATION This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, Namaste assumes no responsibility to update or revise forward looking information to reflect new events or circumstances unless required by law. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com. This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+1 (786) 389 9771
info@namastevapes.com
www.namastetechnologies.com

Namaste Provides Update on Ecommerce Activities $N.ca

Posted by AGORACOM-JC at 9:01 AM on Friday, March 10th, 2017

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  • Made substantial progress in terms of optimizing the commercial potential of these platforms and continues to focus activities on increasing traffic, conversions and average sale prices, while capturing valuable customer and market data
  • Migrated the EveryoneDoesIt portals to its Shopify platform, and completely revamped the user interface to considerably improve the overall customer experience
  • Portals consistently produce monthly site traffic of over 300,000 visits
  • Company plans to list over 1,000 products for sale, including the latest vaporizers and accessories

VANCOUVER, BRITISH COLUMBIA–(March 10, 2017) –Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N)(CSE:N.CN)(OTCQB:NXTTF)(FRANKFURT:M5BQ) is pleased to provide an update on its ecommerce activities including the integration of the EveryoneDoesIt platforms and eBay marketplace. The Company has made substantial progress in terms of optimizing the commercial potential of these platforms and continues to focus activities on increasing traffic, conversions and average sale prices, while capturing valuable customer and market data.

EveryoneDoesIt 

Namaste has successfully migrated the EveryoneDoesIt portals to its Shopify platform, and completely revamped the user interface to considerably improve the overall customer experience. This includes reducing page load times from over 3.0 seconds to 1.7 seconds. In addition, the Company’s e-commerce team has created a centralized management platform to access and update all product listings and website characteristics seamlessly, across multiple Shopify storefronts. This results in improvements in operational efficiency. Since completing the migration, the EveryoneDoesIt conversions have increased by 15.9% compared to the same period last year. In addition to improved conversions, the average purchase of a customer has improved by 11.0%. The EveryoneDoesIt portals consistently produce monthly site traffic of over 300,000 visits.

The EveryoneDoesIt platforms are now utilizing machine learning algorithms to deliver personalization across onsite searches, product recommendations, and category navigation. By analyzing user activities, Namaste is building a behavioral profile on a per user basis. This profile is used to match products that the algorithm believes the individual user is more likely to purchase. This is a collaborative filtering based algorithm, that essentially creates a “trend aware” dynamic algorithm. This generates search results and category views that change to reflect a user’s preferences, therefore displaying products of the highest interest. The utilization of this data is a significant competitive advantage and key differentiator for the Company. This technology will be rolled out to all sites as part of the Namaste portfolio.

The revised site can be accessed by utilizing the link below:

https://www.everyonedoesit.co.uk/

eBay Marketplace 

Namaste has received approval to list over 100 products for distribution though eBay Inc. (“eBay”), a global commerce leader that connects millions of buyers and sellers around the world. Going forward, the Company plans to list over 1,000 products for sale, including the latest vaporizers and accessories. Due to the large customer base of eBay and the fact Namaste is one of the only companies to be approved for the distribution of vaporizers through eBay, it is anticipated product sales and revenue generation will increase significantly as the Company continues to add products for distribution. March will be the first full month of having listings live for purchase on eBay.

The current product selection can be accessed by utilizing the link below:

http://stores.ebay.co.uk/namastevapesuk

Management Commentary 

Sean Dollinger, President and CEO of Namaste, comments: “We are very pleased with the initial results received from our relaunch of the EveryoneDoesIt platform and progress made through the eBay marketplace. We view these developments as significant growth catalysts for our Company and we will continue to pursue expansion of these distribution channels in earnest.”

About Namaste Technologies Inc. 

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 e-commerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger

Chief Executive Officer

Further information on the company and its products can be accessed through the link below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD-LOOKING INFORMATION 

This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions. Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to several factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+1 (786) 389 9771
info@namastevapes.com
www.namastetechnologies.com

INTERVIEW: Namaste Discusses Record Quarterly Revenue, Recent Acquisition and Much More $N.ca

Posted by AGORACOM-JC at 1:23 PM on Wednesday, March 1st, 2017

Namaste Receives Approval to Trade on OTCQB $N.ca

Posted by AGORACOM-JC at 8:49 AM on Wednesday, March 1st, 2017

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  • Approved by OTC Markets Group Inc. to trade on the OTCQB Venture Market in the US. Canaccord Genuity Inc., as a market maker, has also received approval from FINRA to begin quoting the Company’s common shares on the OTCQB

VANCOUVER, BRITISH COLUMBIA–(March 1, 2017) – Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N)(CSE:N.CN)(OTCQB:NXTTF)(FRANKFURT:M5BQ) is pleased to announce that further to its announcement on February 13, 2017, the Company has been approved by OTC Markets Group Inc. (“OTC Markets”) to trade on the OTCQB Venture Market (“OTCQB”) in the US. Canaccord Genuity Inc., as a market maker, has also received approval from FINRA to begin quoting the Company’s common shares on the OTCQB.

The OTCQB, operated by OTC Markets, offers transparent US trading for early-stage and developing US and international companies. To be eligible, companies must be current in their reporting, undergo an annual verification and management certification process, and meet a $0.01 bid test.

Sean Dollinger, President and CEO of Namaste, comments: “We are very pleased to be approved by the OTC Markets and start our US investor awareness program in earnest. In the last year, we have developed significant US commercial operations and view being able to trade on the OTCQB as an important aspect of developing a following with US investors.”

About Namaste Technologies Inc.

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 e-commerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market, and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger, Chief Executive Officer

Further information on the company and its products can be accessed through the link below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD LOOKING INFORMATION

This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions. Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to several factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+ 1 (786) 389-9771
info@namastevapes.com
www.namastetechnologies.com

 

 

Namaste Announces Increase in Bought Deal to $7.5M $N.ca

Posted by AGORACOM-JC at 10:31 AM on Friday, February 24th, 2017

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  • Entered into a amended letter of engagement with Eight Capital and Canaccord Genuity Corp. as co-lead underwriters and joint bookrunners, and including Beacon Securities Limited under which the Underwriters have now agreed to purchase 30,000,000 units of the Company on a “bought deal” private placement basis, subject to all required regulatory approvals, at a price per Unit of $0.25 (the “Offering Price”), for total gross proceeds of $7,500,000

VANCOUVER, BRITISH COLUMBIA–(Feb. 24, 2017) – NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ) is pleased to announce that it has entered into a amended letter of engagement with Eight Capital and Canaccord Genuity Corp. as co-lead underwriters and joint bookrunners, and including Beacon Securities Limited (together, the “Underwriters”), under which the Underwriters have now agreed to purchase 30,000,000 units of the Company (the “Units”), on a “bought deal” private placement basis, subject to all required regulatory approvals, at a price per Unit of $0.25 (the “Offering Price”), for total gross proceeds of $7,500,000 (the “Offering”). Each Unit shall consist of one common share of the Company (a “Share”) and one-half of one common share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $0.35 for a period of 24 months following the Closing Date.

In the event that the closing sale price of the Company’s Shares on the Canadian Securities Exchange is greater than $0.70 per Share for a period of 10 consecutive trading days at any time after the closing of the Offering, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.

The Company has granted the Underwriters an over-allotment option to purchase up to an additional 4,500,000 Units at the Offering at the Offering Price, exercisable in whole or in part, at any time on or prior to 48 hours prior to the closing of the Offering. If this option is exercised in full, an additional $1,125,000 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be $8,625,000.

The Company intends to use the net proceeds of the Offering will be used for the acquisition of Australian Vaporizers PTY Limited and for working capital and general corporate purposes.

The closing date of the Offering is scheduled to be on or about March 9, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Management Commentary 

Mr. Sean Dollinger, President and CEO of Namaste, comments: “The acquisition of Australian Vaporizers completes the geographical profile of Namaste and puts us in a very strong position in all four corners of the globe. This acquisition also further builds the critical mass of Namaste, instantly moves us into profitability and expands our database of high value customers. We look forward to further advancing our relationship with Australian Vaporizers and completing the proposed transaction.”

About Namaste Technologies Inc.

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 ecommerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger

Chief Executive Officer

Further information on the Company and its products can be accessed through the links below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD-LOOKING INFORMATION This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, Namaste assumes no responsibility to update or revise forward looking information to reflect new events or circumstances unless required by law. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com. This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+1 (786) 389 9771
info@namastevapes.com
www.namastetechnologies.com

Namaste to Acquire Australian Vaporizers and Announces $6.0 Million Bought Deal Financing $N.ca

Posted by AGORACOM-JC at 9:03 AM on Friday, February 24th, 2017

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  • Entered into a definitive agreement with Australian Vaporizers PTY Limited to acquire all of the issued and outstanding shares of Australian Vaporizers in exchange for a combination of cash, common shares and an earn-out payment
  • Company’s website www.australianvaporizers.com.au has approximately 80% of the market share
  • For the period ended June 30, 2016, the company produced approximately $4.5 million of revenue and $1.1 million of EBITDA

VANCOUVER, BRITISH COLUMBIA–(Feb. 24, 2017) –

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

Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ) is pleased to report that it has entered into a definitive agreement (the “Agreement”) with Australian Vaporizers PTY Limited (“Australian Vaporizers”) to acquire all of the issued and outstanding shares of Australian Vaporizers in exchange for a combination of cash, common shares and an earn-out payment. Upon the completion of the transaction, Namaste further solidifies its position as the leading e-commerce company in the vaporizers and accessories space with significant market positions in the North America, Europe, South America and now Asia Pacific.

Australian Vaporizers was founded in 2010 and has grown to become the largest online retailer of vaporizers in Australia. The company’s website www.australianvaporizers.com.au has approximately 80% of the market share. The company’s customer database has over 48,000 individuals that have made upwards of 77,000 orders during the lifespan of the company. For the period ended June 30, 2016, the company produced approximately $4.5 million of revenue and $1.1 million of EBITDA. Gross margins for the period were over 45%. The financial results for the period have been audited by Grant Thornton Australia Ltd.

Strategic rationale for the transaction as follows:

  • Positions Namaste as the leading vaporizer and accessories company in Australia, a country with a population of 24.3 million people;
  • Expands customer database to well-over 300,000 individuals globally. This further positions the Company with one of the largest databases of cannabis consumers globally and spans all major markets. Namaste will enter commercial arrangements to further monetize these customers;
  • Positions the Company with over $18.0 million of run rate revenue and moves the Company into profitability. The higher margins of Australian Vaporizers are beneficial to the margins of the combined entity;
  • Provides full Australian distribution center and additional technical staff; and
  • Attractive valuation at approximately 1x sales and 5x EBITDA.

Transaction terms and conditions are as follows:

  • Purchase price of 1.0x 12-month trailing sales of $5.0 million, plus the value of inventory acquired within six (6) months preceding the closing, and 50% of the value of the inventory acquired prior to six (6) months preceding the closing, less all liabilities and plus trade debt and cash. The total purchase price is estimated to be approximately $5.5 million;
  • Consideration of 75% cash on closing, 10% in common shares based on the 20-day volume weighted average price upon signing of definitive agreement and 15% earn-out based on sales and integration milestones; and
  • Receipt of all director and requisite regulatory approvals relating to the transaction, including without limitation, CSE approval, if required.

Bought Deal Financing 

The Company is also pleased to announce that it has entered into a letter of engagement with Eight Capital and Canaccord Genuity Corp. as co-lead underwriters and joint bookrunners, and including Beacon Securities Limited. (together, the “Underwriters”), under which the Underwriters have agreed to purchase 24,000,000 units of the Company (the “Units”), on a “bought deal” private placement basis, subject to all required regulatory approvals, at a price per Unit of $0.25 (the “Offering Price”), for total gross proceeds of $6,000,000 (the “Offering”). Each Unit shall consist of one common share of the Company (a “Share”) and one-half of one common share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $0.35 for a period of 24 months following the Closing Date.

In the event that the closing sale price of the Company’s Shares on the Canadian Securities Exchange is greater than $0.70 per Share for a period of 10 consecutive trading days at any time after the closing of the Offering, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.

The Company has granted the Underwriters an over-allotment option to purchase up to an additional 3,600,000 Units at the Offering at the Offering Price, exercisable in whole or in part, at any time on or prior to 48 hours prior to the closing of the Offering. If this option is exercised in full, an additional $900,000 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be up to approximately $6,900,000.

The Company intends to use the net proceeds of the Offering will be used for the acquisition of Australian Vaporizers PTY Limited and for working capital and general corporate purposes.

The closing date of the Offering is scheduled to be on or about March 9, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Management Commentary  

Mr. Sean Dollinger, President and CEO of Namaste, comments: “The acquisition of Australian Vaporizers completes the geographical profile of Namaste and puts us in a very strong position in all four corners of the globe. This acquisition also further builds the critical mass of Namaste, instantly moves us into profitability and expands our database of high value customers. We look forward to further advancing our relationship with Australian Vaporizers and completing the proposed transaction.”

About Namaste Technologies Inc. 

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 ecommerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger

Chief Executive Officer

Further information on the Company and its products can be accessed through the links below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD-LOOKING INFORMATION This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, Namaste assumes no responsibility to update or revise forward looking information to reflect new events or circumstances unless required by law. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com. This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+1 (786) 389 9771
info@namastevapes.com
www.namastetechnologies.com

Namaste Announces Signing of MOU With Marijuana.Ca $N.ca

Posted by AGORACOM-JC at 8:53 AM on Thursday, February 23rd, 2017

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  • Entered a MOU with Marijuana.Ca, operator of www.marijuana.ca
  • Signing of this MOU represents the further achievement of the Company’s objective to increase site traffic and develop customer data in the Canadian market, a key growth market for the consumption of legal medical cannabis
  • MOU also coincides with the upcoming launch of www.everyonedoesit.ca, which the Company will use to further expand its position in the Canadian market

VANCOUVER, BRITISH COLUMBIA–(Feb. 23, 2017) – Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ) is pleased to announce that it has entered a memorandum of understanding (“MOU”) with Marijuana.Ca, operator of www.marijuana.ca, a leading educational website that focuses on providing information to legal marijuana consumers about consumption methods, strains, licensed producers, regulations, and the legalization process in Canada. The signing of this MOU represents the further achievement of the Company’s objective to increase site traffic and develop customer data in the Canadian market, a key growth market for the consumption of legal medical cannabis. This MOU also coincides with the upcoming launch of www.everyonedoesit.ca, which the Company will use to further expand its position in the Canadian market.

Pursuant to the terms of the MOU, Namaste will receive site traffic and general customer information from www.marijuana.ca, in exchange for SEO optimization, content creation, and referral fees on the sale of vaporizers, accessories and growing equipment. Namaste will be the exclusive provider of these products to Marijuana.Ca viewers and members. The terms of the MOU will be further expanded upon in a form of binding commercial agreement.

Management Commentary

Sean Dollinger, President and CEO of Namaste, comments: “The signing of this MOU with Marijuana.Ca further exemplifies our strategic focus on enhancing site traffic and becoming one of the leading aggregators of customer information in the vaporizer and cannabis industries. Going forward, we view our unique position within the market will allow us to continue expanding this strategy in Canada and abroad.”

About Marijuana.Ca

Marijuana.Ca is a media company and product platform that focuses on the marijuana space in Canada. Marijuana.Ca is deeply and firmly rooted in educating the public about the importance of marijuana as a medicine and patient access within the Health Canada ACMPR program in Canada. As well, Joshua Melamed, the founder and owner, and the Marijuana.Ca team, strongly support responsible adult recreational use within a legal framework. The website can be accessed at www.Marijuana.ca.

About Namaste Technologies Inc.

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 e-commerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger

Chief Executive Officer

Further information on the company and its products can be accessed through the link below:

www.NamasteTechnologies.com

www.NamasteVaporizers.com

www.NamasteVaporizers.co.uk

www.VaporSeller.com

www.EveryoneDoesIt.com

www.EveryoneDoesIt.co.uk

FORWARD-LOOKING INFORMATION

This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions. Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to several factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+ 1 (786) 389-9771
info@namastevapes.com
www.namastetechnologies.com

Namaste Announces Signing of MOU With Canopy Growth Corporation $N.ca

Posted by AGORACOM-JC at 9:37 AM on Tuesday, February 21st, 2017

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  • MOU with Canopy Growth Corporation  (TSX:WEED), a world-leading diversified cannabis company, offering diverse brands and curated cannabis strain varieties in dried and oil extract forms
  • MOU represents the execution of Namaste’s strategic objective to actively migrate medical cannabis consumers to a licensed producer
  • Purpose of the MOU is to define the intention of Namaste and Canopy to expand their respective market positions by seeking to form multi-point working arrangements and exploring the development of new delivery devices for the consumption of cannabis

VANCOUVER, BRITISH COLUMBIA–(Feb. 21, 2017) – Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ) is pleased to announce that it has entered a memorandum of understanding (“MOU”) with Canopy Growth Corporation (“Canopy”) (TSX:WEED), a world-leading diversified cannabis company, offering diverse brands and curated cannabis strain varieties in dried and oil extract forms. This MOU represents the execution of Namaste’s strategic objective to actively migrate medical cannabis consumers to a licensed producer. Namaste’s database consists of approximately 300,000 customers that generate upwards of 600,000 site visits monthly. Approximately 28,000 of these monthly site visits are generated from customers residing in Canada.

The purpose of the MOU is to define the intention of Namaste and Canopy to expand their respective market positions by seeking to form multi-point working arrangements and exploring the development of new delivery devices for the consumption of cannabis. Pursuant to the terms of the MOU, Namaste and Canopy will work together to educate Namaste’s Canada-based clients on the legal, regulated framework for medical cannabis. Namaste will also support Canopy on the development of Canopy branded vaporizers and accessories.

The commercial aspects of this partnership will be further expanded through a multi-function working group of Namaste and Canopy.

Management Commentary

Sean Dollinger, President and CEO of Namaste, comments: “Our company has successfully built one of the largest and most global client relationship databases in the cannabis industry and we view broadening our strategic alliances to the benefit of our customers and shareholders. Consistent with our strategy to partner with leading companies that hold themselves to the highest standards, Canopy represents the ideal partner for us to roll-out this strategy alongside. Going forward, we see multiple opportunities to expand this strategy globally.”

About Canopy Growth Corporation

Canopy Growth is a world-leading diversified cannabis company, offering diverse brands and curated cannabis strain varieties in dried and oil extract forms. Through its wholly-owned subsidiaries, Canopy Growth operates multiple state-of the-art production facilities with over half a million square feet of indoor and greenhouse production capacity. Canopy Growth has established partnerships with leading sector names in Canada and abroad.

About Namaste Technologies Inc.

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 e-commerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger, Chief Executive Officer

Further information on the company and its products can be accessed through the link below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD LOOKING INFORMATION

This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to several factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+ 1 (786) 389-9771
info@namastevapes.com
www.namastetechnologies.com

 

 

Namaste Applies to Trade on OTCQB $N.ca

Posted by AGORACOM-JC at 10:48 AM on Monday, February 13th, 2017

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  • Applied for approval from OTC Markets Group to trade the Company’s common shares on the OTCQB Venture Market
  • Company will provide further updates to investors relating to the trading of its common shares on OTCQB in due course

VANCOUVER, BRITISH COLUMBIA–(Feb. 13, 2017) – Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N) (FRANKFURT:M5BQ) is pleased to announce that it has applied for approval from OTC Markets Group to trade the Company’s common shares on the OTCQB Venture Market. Approval from OTC Markets Group is subject to the approval of Form 211 by FINRA, which has been filed by Canaccord Genuity Inc. as a market maker in the common shares, and is currently pending approval. The Company will provide further updates to investors relating to the trading of its common shares on OTCQB in due course.

Sean Dollinger, President and CEO of Namaste, comments: “Namaste has developed a significant US presence over the last year and believes trading our shares on the OTCBQ is a natural way to broaden awareness of our company with US investors. We look forward to completing this process and generating awareness of our company in the US markets.”

About OTC Markets Group Inc.

OTC Markets Group Inc. operates the OTCQX® Best Market, the OTCQB® Venture Market, and the Pink® Open Market for 10,000 US and global securities. Through OTC Link® ATS, the company connects a diverse network of broker-dealers that provide liquidity and execution services. The company enables investors to easily trade through the broker of their choice and empower companies to improve the quality of information available for investors. OTC Link ATS is operated by OTC Link LLC, member FINRA/SIPC and SEC regulated ATS.

About Namaste Technologies Inc.

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has 26 e-commerce retail stores in 20 countries, offers the largest range of brand name vaporizers products on the market and is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution. The Company is currently focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally.

On behalf of the Board of Directors

Sean Dollinger, Chief Executive Officer

Further information on the company and its products can be accessed through the links below:

www.namastetechnologies.com

www.namastevaporizers.com

www.namastevaporizers.co.uk

www.vaporseller.com

www.everyonedoesit.com

www.everyonedoesit.co.uk

FORWARD LOOKING INFORMATION

This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions. Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to several factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this press release.

Namaste Technologies Inc.
Sean Dollinger
Chief Executive Officer
+ 1 (786) 389-9771
info@namastevapes.com
www.namastetechnologies.com