Namaste Technologies Inc.
CSE : N
CSE : N.CN
CNSX : N
FRANKFURT : M5BQ
OTCQB : NXTTF

Namaste Technologies Inc.

February 01, 2018 10:47 ET

Namaste Announces Increase in Bought Deal Offering to $35 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 1, 2018) -

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

Namaste Technologies Inc. (CSE:N)(CSE:N.CN)(CNSX:N)(FRANKFURT:M5BQ)(OTCQB:NXTTF) ("Namaste" or the "Company"), is pleased to announce that it 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 13,726,000 units of the Company (the "Units"), on a "bought deal" basis pursuant to a filing of a short form prospectus, subject to all required regulatory approvals, at a price per Unit of $2.55 (the "Issue Price") for gross proceeds of $35,001,300 (the "Offering").

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional approximately $5,250,195 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be approximately $40,251,495.

Each Unit will be comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $3.15, for a period of 24 months following the closing of the Offering. If, following the closing of the Offering, the volume weighted average price of the Common Shares on the Canadian Securities Exchange is equal to or greater than $6.00 for any 10 consecutive trading days, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice.

The Company intends to use the net proceeds of the Offering to fund inventory and for working capital and general corporate purposes.

The closing date of the Offering is scheduled to be on or about February 27, 2018 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 is the largest online retailer for medical cannabis delivery systems globally. Namaste distributes vaporizers and smoking accessories through e-commerce sites in 26 countries and with 5 distribution hubs located around the world. Namaste has majority market share in Europe and Australia, with operations in the UK, Canada and Germany and has opened new supply channels into emerging markets including Brazil, Mexico and Chile. Namaste, through its acquisition of Cannmart Inc., a Canadian based late-stage applicant for a medical cannabis distribution license (under the ACMPR Program) is pursuing a new revenue vertical in online retail of medical cannabis in the Canadian market. Namaste intends to leverage its existing database of Canadian medical cannabis consumers, along with its expertise in e-commerce to create an online marketplace for medical cannabis patients, offering a larger variety of product and a better user experience.

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.co.uk

www.everyonedoesit.co.uk

Forward-Looking Information

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.

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