TORONTO, Jan. 14, 2021 /CNW/ – Namaste Technologies Inc. (“Namaste” or the “Company“) (TSXV: N) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF), a leading platform for cannabis products, accessories, and education, is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. on behalf of a syndicate of underwriters (together, the “Underwriters”) and pursuant to which the Underwriters Nhave agreed to purchase, on a bought deal basis, 29,000,000 units (the “Units”) in the capital of the Company at a price of C$0.35 per Unit (the “Offering Price”) for aggregate gross proceeds to the Company of C$10,150,000 (the “Offering”).
Each Unit shall comprise of one common share (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price per Common Share of C$0.47 for a period of 36 months from the Closing Date (as defined below).
The closing of the Offering is expected to occur on or about January 19, 2021 (the “Closing Date”) and is subject to the completion of formal documentation and receipt of all regulatory approvals, including the approval of the TSX Venture Exchange.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
The Company has granted the Underwriters an option (the “Over-Allotment Option”), exercisable, in whole or in part, by the Underwriters, giving notice to the Company at any time and from time to time up to 30 days following the Closing Date, to purchase, or to find substituted purchasers for, up to an additional number of Units equal to 15% of the number of Units sold pursuant to the Offering at the Offering Price per Unit to cover over-allotments, if any, and for market stabilization purposes.
It is expected that the Units will be offered in each of the provinces of Canada, other than Québec, pursuant to the Company’s base shelf prospectus dated September 16, 2020 (the “Base Prospectus“) and may also be offered by way of private placement in the United States to “qualified institutional buyers” and outside of Canada and the United States on a private placement or equivalent basis. The terms of the Offering will be described in a prospectus supplement to be filed with the securities commission in each of the provinces of Canada, except Québec (the “Supplement“).
Copies of the Supplement, following filing thereof, and accompanying Base Prospectus may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1. The Base Prospectus contains, and the Supplement will contain, important detailed information about the Company and the proposed Offering. Prospective investors should read the Supplement and accompanying Base Prospectus and the other documents the Company has filed before making an investment decision.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities comprising the Units have not been and nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the securities comprising the Units may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Namaste in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Namaste Technologies Inc.
Headquartered in Toronto, Canada, Namaste Technologies is a leading online platform for cannabis products, accessories, and responsible education. The Company’s ‘everything cannabis store’, CannMart.com, provides medical customers with a diverse selection of hand-picked products from a multitude of federally licensed cultivators, all on one convenient site. The Company also distributes licensed and in-house branded cannabis and cannabis derived products to recreational consumers in Canada through a number of provincial government control boards and retailing bodies and facilitates licensed cannabis retailer sales online in Saskatchewan. Namaste’s global technology and continuous innovation address local needs in a burgeoning cannabis industry requiring smart solutions.
Information on the Company and its many products can be accessed through the links below:
FORWARD-LOOKING INFORMATION – This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not historical in nature contain forward-looking information. Forward-looking information can be identified by words or phrases such as “may”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen. The forward-looking information contained herein, including, without limitation, statements related to the Company closing the Offering on or about January 19, 2021 , is made as of the date of this press release and is based on assumptions management believed to be reasonable at the time such statements were made, including the Company’s ability to close the Offering in a timely manner, if at all, and its ability to obtain all required regulatory approvals, as well as the assumptions and risks that are described from time to time in the Company’s public securities filings, including the Company’s Annual Information Form, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, without limitation: the inability of the Company to close the Offering in a timely manner, if at all, and additional risk factors that can be found in the Company’s current MD&A and annual information form, both of which have been filed under the Company’s SEDAR profile at www.sedar.com. Readers are cautioned not to put undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.