TORONTO, Feb. 19, 2019 /CNW/ - Namaste Technologies Inc.
("Namaste" or the "Company") (TSXV: N) (FRANKFURT: M5BQ) (OTCMKTS:
NXTTF) today is pleased to announce that it has reached a mutually
agreed upon settlement with Sean
Dollinger resulting in Mr. Dollinger entering into an
advisory relationship with Namaste providing transition support to
the Company to ensure the best interests of the business and
stakeholders are met (the "Agreement"). Pursuant to the Agreement,
Mr. Dollinger has withdrawn his previously announced legal
application against the Company and has agreed to step down from
all formal roles with the Company, including as a director, which
will also enable him to spend more time with his young family and
pursue other opportunities. Meni
Morim remains Interim Chief Executive Officer ("CEO") of
Namaste.
"The events of the past few weeks have been difficult for
everyone involved, but we are pleased to have reached a mutually
agreed upon settlement that puts the interests of Namaste and our
shareholders first," said Interim CEO Meni
Morim. "With this issue behind us, Namaste can focus on what
matters most – growing our business and creating shareholder value.
We have an excellent management team, a strong cash position, and a
strategic plan that will drive innovation and growth. The future
for Namaste is bright."
As part of the Agreement, Mr. Dollinger has agreed to a market
standard standstill, under which, among other things, he will vote
his Namaste shares in favour of the election of management's
nominees to the Board of Directors (the "Board") for three years.
The Company and Mr. Dollinger have also entered into standard
non-solicitation and non-competition agreements.
Corporate Governance Update
Namaste also makes the following announcements about the Board
of Directors and its committees:
- Branden Spikes has been
appointed the Chair of the Board.
- The Board has reconstituted the audit committee to be comprised
of Branden Spikes, Sefi Dollinger and Laurens Feenstra. The Chairman of the committee
is Laurens Feenstra.
- A nominating and governance committee has been established,
comprised of Branden Spikes,
Laurens Feenstra, and Kiranjit Sidhu. The Chairman of the committee is
Kiranjit Sidhu.
Date for Annual General Meeting of Shareholders Set
The date for the Company's annual general meeting for
shareholders has been set for May 28,
2019.
The Company has engaged Norton Rose Fulbright Canada LLP as its
special independent legal counsel.
About Namaste Technologies Inc.
Namaste Technologies powers the ultimate online customer
experience for medicinal cannabis and related products. Beginning
with NamasteMD.com, the Company's integrated telemedicine
application, we connect medical clients with health care
practitioners to more readily issue and renew cannabis
prescriptions online. Featuring the first Canadian Medical
Sales-Only Licence, the Company's own Cannmart.com is your
'everything cannabis store' offering clients a large variety of
strains to fill their prescription needs. Namaste's unique
artificial intelligence (AI) engine incorporated in its platforms
and related Uppy App, completes our ecosystem by identifying the
right product and pairing to address specific medical cannabis
requirements. Namaste also provides vaporizers and accessories
across several platforms operating in more than 20 countries.
Namaste's global technology addresses local needs in a burgeoning
cannabis industry requiring smart solutions. For more information
about Namaste, please visit www.Namastetechnologies.com
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", "will", "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, or by discussions of strategy. The forward-looking
information contained in this press release, includes, but is not
limited to, statements with respect to the Agreement.
By their 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: risks relating
to the market price of the Common Shares and risk's relating to the
Company's ability to execute its business strategy and the benefits
realizable therefrom.
Additional risk factors can also 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.
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SOURCE Namaste Technologies Inc.