/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE U.S./
TORONTO, Jan. 15, 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 amended agreement with Canaccord Genuity Corp. on
behalf of a syndicate of underwriters (together, the
"Underwriters") and pursuant to which the Underwriters have agreed
to purchase, on a bought deal basis, 57,200,000 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$20,020,000 (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:
NamasteTechnologies.com
NamasteMD.com
Cannmart.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", "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.
SOURCE Namaste Technologies Inc.