Namaste Technologies Inc.
CNSX : N
FRANKFURT : M5BQ

Namaste Technologies Inc.

June 07, 2016 18:26 ET

Namaste Signs Definitive Agreement for Acquisition of VaporSeller and Announces Private Placement

TORONTO, ONTARIO--(Marketwired - June 7, 2016) -

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

Namaste Technologies Inc. ("Namaste" or the "Company") (CSE:N)(FRANKFURT:M5BQ) reports that further to its announcement on April 14, 2016, the Company has signed an Asset Purchase Agreement (the "Agreement") dated June 7, 2016 with Haze Industries Inc. for the acquisition of certain assets relating to VaporSeller (the "Transaction"), an e-commerce platform for the distribution of vaporizers and accessories that is focused on the US market and generated an unaudited revenue of $3.4 million in 2015.

Pursuant to the terms of the Agreement, Namaste's U.S. subsidiary will acquire all the website domains, customer list of over 150,000 individuals, intellectual property and goodwill, and related support services associated with VaporSeller, in exchange for US$500,000 of cash on closing, 5 million shares of the Company and an earn-out of US$1.5 million over 3-years, subject to revenue, margin and operational controls. The Agreement supersedes and replaces the Binding Letter of Intent entered into between the parties. The Company anticipates closing the Transaction on or about June 30, 2016, subject to the receipt of all director and regulatory approvals including approval of the Canadian Securities Exchange if required.

In addition to signing the Agreement, Namaste announces that it has arranged, subject to the acceptance of the Canadian Securities Exchange, a non-broker private placement of a minimum of 8.5 million units to a maximum of 12.5 million units (the "Units") of the Company at a price of $0.12 per Unit for total gross proceeds of approxamely $1.0 to $1.5 million (the "Offering"). The Company also reserves the option, exercisable at any time up to and including the closing date, to increase the total size of the Offering by up to 15% of the number of Units. Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable to acquire one common share at a price of $0.18 for a period of 24-months. All securities issued in connection with the Offering will have a hold period of four months plus one day from the closing date of the Offering.

Upon closing of the Offering, the net proceeds from the Offering will be used to fund cash closing costs associated with the Transaction, inventory expansion and general working capital purposes.

Finder's fees comprised of 7% cash and 7% non-transferable share purchase warrants may be paid in connection with the Offering. Any finders' fees will be payable in accordance with the policies of the Canadian Securities Exchange. Management anticipates the Offering will close on or about June 24, 2016.

Mr. Sean Dollinger, President and CEO of Namaste, comments: "The signing of the definitive agreements for the acquisition of VaporSeller represents a significant step forward in terms of the completion of this transaction. As the first of multiple opportunities we have identified to expand through acquisition, our management team is high focused on ensuring an efficient and effective execution of this transaction as well as a seamless integration of our current platform and VaporSeller. We look forward to continuing to work with the team from Haze to accomplish these objectives."

About Haze Industries Inc.

Haze Industries, Inc., a privately owned entity, was founded in 2010 and has quickly become a thought-leader in the vaporizer industry. Based in Atlanta, Georgia, Haze operates sales and distribution channels in the industry, including VaporSeller, one of the leading online sales platforms in the United States, focused on the best-selling brands sourced from leading US and international manufacturers. Haze is comprised of industry experts with backgrounds in business management, design and manufacturing, computer programming, e-commerce, and US sales, distribution and fulfillment.

About Namaste Technologies Inc.

Namaste Technologies Inc. is an emerging leader in vaporizer and accessories space. Namaste has over 30 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 divisions and products can be accessed through the links below:

Parent Company - www.namastetechnologies.com

Manufacturing - www.grizzlyoriginals.com

E-Commerce - www.namastevaporizers.co.uk

Wholesale - www.distributiongoods.com

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.

Contact Information