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Namaste Signs Definitive Agreement to Acquire Cannmart Inc. and Announces Conference Call $N.ca

Posted by AGORACOM-JC at 8:16 AM on Monday, April 24th, 2017

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  • Signed a definitive agreement  with Cannmart In whereby Namaste will purchase all of the issued and outstanding shares in the capital of CannMart
  • In 2014, CannMart submitted its application to Health Canada to become a “sales only” licensed producer of medical cannabis

VANCOUVER, BRITISH COLUMBIA–(April 24, 2017) -

Namaste Technologies Inc. (“Namaste” or the “Company“) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ)(OTCQB:NXTTF) is pleased to announce that it has signed a definitive agreement (the “Agreement“) with Cannmart Inc. (“CannMart“) whereby Namaste will purchase all of the issued and outstanding shares in the capital of CannMart, a late stage applicant under the Access to Cannabis for Medical Purposes Regulations (the “ACMPR“). In 2014, CannMart submitted its application to Health Canada to become a “sales only” licensed producer of medical cannabis (the “ACMPR Application“).

The acquisition of CannMart represents a strategic decision for Namaste to leverage its strength in e-commerce and logistics in becoming a leader in retail distribution of medical cannabis in Canada. The rationale for the acquisition includes but is not limited to:

  • Expansion of Namaste’s product offerings, with the ability to sell both vaporizers and consumables from one location. Namaste aims to be a one-stop-shop for medical cannabis consumers in Canada.
  • Namaste’s ability to market and brand medical cannabis products to its 50,000+ dataset of Canadian consumers.
  • Namaste launching a Canadian warehouse in the CannMart facility in order to process both vaporizer and medical cannabis shipments, medical cannabis packaging, filling for pod-based vaporizers, and distribution for other brands of medical cannabis products.
  • Namaste’s ability to provide same day delivery within the Greater Toronto Area and next day delivery within Canada.

CannMart’s ACMPR Application

CannMart’s ACMPR Application and proposed business model are unique in the industry, as CannMart has applied only to sell, and not produce, medical cannabis. Under this model and subject to obtaining a licence from Health Canada, CannMart would have the ability to purchase wholesale medical cannabis from other licensed producers and sell to individual patients in accordance with the ACMPR.

The ACMPR Application has completed the “security clearance” stage and is currently in the “review” stage of the licensing process. CannMart’s proposed facility is a 4,000 sq. ft. industrial building located in Etobicoke, Ontario (the “Facility“). Pursuant to the Agreement, the Company will assume all of the going forward liabilities and obligations of CannMart, including the remaining build-out costs needed to prepare the Facility for the final stages of the licensing process and the pre-licensing inspection.

Terms of the Agreement

The terms of the Agreement are as follows:

  • Valuation of CannMart at $3.55M CAD;
  • $50,000 CAD in cash to the vendors was paid on April 6, 2017;
  • $2,500,000 CAD worth of Namaste common shares will be issued to the vendors on closing; and
  • $1,000,000 CAD worth of Namaste common shares will be issued to the vendors upon certain milestones.

The common shares of Namaste issued in connection with any milestones will be issued at a price of $0.2884 per Namaste common share.

Closing of the transaction is anticipated to be on or about April 28, 2017.

In connection with the transaction, Clarus Securities Inc. provided advisory services to Namaste and received consideration of $10,000 in cash and will receive 1,040,222 common shares of Namaste upon satisfaction of the milestones outlined in the Agreement.

Conference Call

Namaste will be holding a conference call at 8:30 AM on Tuesday April 25th to discuss and answer questions regarding the acquisition of CannMart and other business items. The call will be led by Namaste’s CEO Sean Dollinger and CFO Philip van den Berg.

NOTE: In order to join this conference call:

  • Participant toll free dial in number: 844-862-1432.
  • Enter EVENT PASSCODE 7865624.

Management Commentary

Mr. Sean Dollinger, President and CEO of Namaste, comments: “We are very excited to announce our signing of the definitive agreement with CannMart. This acquisition will open the door for Namaste to use our expertise with e-commerce and online marketing in order to sell medical cannabis through our existing platform and to our Canadian customers. We see this as a great vertical for Namaste, not only to retail medical cannabis online, but to also utilize our strength in logistics and shipping to offer a one-stop-shop for all medical cannabis related products in Canada. Our facility will be equipped for distribution, as well as packaging for other medical cannabis products. We see this acquisition as the start of Namaste’s effort to expand in consumables sales, not only in Canada but also in other regions in which Namaste operates.”

Option Grant

On March 29, 2017, the Company granted 2,850,000 stock options to employees, contractors and consultants of the Company. The options have an exercise price of $0.26 per share for a term of five years.

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 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 harbour 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 Signs Services Agreement with Canopy Growth Corporation $N.ca

Posted by AGORACOM-JC at 9:01 AM on Thursday, April 20th, 2017

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  • building on a previously announced MOU, the Company has entered into a services agreement with Canopy Growth Corporation
  • 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

VANCOUVER, BRITISH COLUMBIA–(April 20, 2017) - Namaste Technologies Inc. (“Namaste” or the “Company“) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ)(OTCQB:NXTTF) is pleased to announce that, building on a previously announced MOU, the Company has entered into a services agreement (the “Agreement“) with Canopy Growth Corporation (“Canopy“). This Agreement 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 Agreement is to outline the responsibilities of each of Namaste and Canopy with respect to the provision of education and awareness regarding safe and legal access to medical cannabis. Namaste’s responsibilities include, but not are limited to: providing information on its websites and blogs outlining how to obtain medical cannabis from legal licensed producers including details on what is legally required under the Access to Cannabis for Medical Purposes Regulations.

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 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:

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
Direct: +1 (786) 389 9771
info@namastevapes.com

INTERVIEW: Meet the Namaste Team! $N.ca

Posted by AGORACOM-JC at 5:32 PM on Tuesday, April 4th, 2017

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 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

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 Further Increase to Bought Deal Offering to $10 Million $N.ca

Posted by AGORACOM-JC at 9:47 AM on Tuesday, February 28th, 2017

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  • Further Increase to Bought Deal Offering to $10 Million

VANCOUVER, BRITISH COLUMBIA–(Feb. 28, 2017) -

Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ) is pleased to announce that, further to its press release dated February 24, 2017, the Company has entered into an 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 40,000,000 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 $10,000,000 (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 6,000,000 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 $1,500,000 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be $11,500,000.

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.

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 Has Been Approved to Retail Marley Natural Brand Accessories $N.ca

Posted by AGORACOM-JC at 8:27 AM on Thursday, February 2nd, 2017

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  • Approved by Little Bay, Inc.  accessories product line in the United States
  • Marley Natural is the official cannabis brand of Bob Marley, one of the most iconic names in the cannabis industry

VANCOUVER, BRITISH COLUMBIA–(Feb. 2, 2017) - Namaste Technologies Inc. (“Namaste” or the “Company”) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ) is pleased to announce that it has been approved by Little Bay, Inc. (“Little Bay”) (a subsidiary of Privateer Holdings Inc.) as a retailer of the Marley Natural™ (“Marley Natural”) accessories product line in the United States. Marley Natural is the official cannabis brand of Bob Marley, one of the most iconic names in the cannabis industry. The brand is deeply rooted in the ideas and legacy of Bob Marley and celebrates nature, justice and the positive potential of the herb. The terms of resale will be governed by a retail agreement between Namaste and Little Bay.

The collection is made from American Black Walnut and accented by heat resistant hand-blown glass that ensures durability, convenient maintenance, and a comfortable hand-held feel. Namaste’s in-house merchandising team has identified the Marley Natural brand as an ideal collection for specific growth markets. Namaste will market the Marley Natural products to its customer list of over 250,000 individuals and through its e-commerce brands including Namaste Vapes, Everyonedoesit and VaporSeller.

Management Commentary

Sean Dollinger, President and CEO of Namaste, comments: “We are very pleased to carry the Marley Natural brand, the official cannabis brand of Bob Marley. We also pleased to have entered our first commercial arrangement with one of the Privateer Holdings companies, a leader in the cannabis industry, and look forward to further developing a relationship as both our companies expand.”

About Marley Natural

Marley Natural™ is dedicated to creating uniquely designed accessories and offers an elevated line of smoking products for discerning herb connoisseurs. Balancing intuitive form, with subtle Jamaican-inspired accents, the line caters to a personalized and very sensory approach to the classic ritual of smoking. Marley Natural accessories may only be used with legal smoking herbs and may not be used with tobacco products.

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

Namaste Announces Record Quarterly Revenue of over $2M for Q1 2017 $N.ca

Posted by AGORACOM-JC at 9:51 AM on Monday, January 30th, 2017

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  • Recorded record quarterly revenue of $2,087,188, an increase of 77.6% from the first quarter of 2016;
  • Generated gross profit of $683,016, an increase of 75.9% from the first quarter of 2016;
  • Expanded the customer list to over 250,000 individuals producing monthly traffic of approximately 600,000 site visits in November

VANCOUVER, BRITISH COLUMBIA–(Jan. 30, 2017) - Namaste Technologies Inc. (“Namaste” or the “Company“) (CSE:N)(CSE:N.CN)(FRANKFURT:M5BQ) is pleased to announce the filing of its unaudited quarterly financial statements, management’s discussion and analysis, and certification of the quarterly filings for the first quarter of fiscal 2017. The statements for the period can be accessed on SEDAR at www.sedar.com.

The operational and financial highlights for the period include the following:

  • Recorded record quarterly revenue of $2,087,188, an increase of 77.6% from the first quarter of 2016;
  • Generated gross profit of $683,016, an increase of 75.9% from the first quarter of 2016;
  • Expanded the customer list to over 250,000 individuals producing monthly traffic of approximately 600,000 site visits in November;
  • Closed the acquisition of the assets of URT1 Limited, which comprised its Everyonedoesit business (“Everyonedoesit”) and raised approximately $3.5 million of capital; and
  • Appointed experienced members to the management team and board.

Financial Results

During the financial reporting period from September 1, 2016 to November 30, 2016, the Company focused efforts on further expanding its traffic and customer base, growing revenues, integrating the asset acquisitions of VaporSeller and Everyonedoesit, and securing capital to expand operations. Because of these focused initiatives, the Company achieved the following financial results:

  • Net revenue of $2,087,188 (Q1 2016 – $1,175,341), an increase of 77.6% as compared to the first quarter of 2016. These financial results include net revenues for a 44-day period from the Everyonedoesit asset acquisition, which produced revenue of $316,460. On a gross basis (prior to adjustments for refunds, discounts and charge backs), the revenues for the period were $2,460,738, an increase of $373,550 to net revenues. These adjustments are anticipated to normalize as the Company has now integrated the acquisition of VaporSeller and URT1, which is anticipated to result in a higher net revenue going forward.
  • Cost of sales of $1,404,172 (Q1 2016 – $787,008), which resulted in a gross profit of $683,016 (Q1 2016 – $388,333). As a percentage of sales, the gross margin was 32.7% compared to 33.0% in the first quarter of 2016. Going forward, the Company is optimizing its product mix to include higher margin glassware, private label products such as the Gurutm and related product accessories, products sourced from larger volume manufacturers, and driving higher average purchase prices from the VaporSeller and URT1 acquisitions.
  • Operating costs of $1,580,087 (Q1 2016 – $513,977), an increase of 207.4% as compared to the first quarter of 2016. This increase in operating costs includes non-cash and currency expenses of $71,416. These costs relate to share based compensation and foreign exchange movements in the Company’s source currencies including the British Pound and Euro. In addition, were non-recurring legal expenses of $175,000 related to the URT1 acquisition and financing. After adjusting for these numbers, management estimates total operating costs of $1,333,671 for the period. In addition to these expenditures, the Company has also incurred costs associated with positioning the business for scalability and the administration of its public listing.
  • Comprehensive loss of $(897,072) (Q1 2016 – $(125,644)). Going forward, management anticipates sales growth to strengthen from organic revenue generation and completed acquisitions, cost of sales to reduce due to higher volume purchases and optimization of the product portfolio, and operating costs to reduce as a result of normalized operations, which management anticipates to result in profitability and positive cash flow generation in fiscal 2017.

Management Commentary

Sean Dollinger, President and CEO of Namaste, comments: “The first quarter of 2017 represents substantial financial progress. In the first quarter, our team obtained these results while integrating multiple acquisitions and fulfilling orders during some of our most active months. Going forward, we continue to streamline operations, including optimizing our websites, human resources, and distribution networks, and believe our financial results will continue to reflect the value we have created for 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

Direct: +1 (786) 389 9771

Email: info@namastevapes.com

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 5 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