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TORONTO, Jan. 19, 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 closed its previously announced "bought deal" public offering (the "Offering") for total gross proceeds of $23,023,000. The Company sold 65,780,000 units of the Company (the "Units") at a price of C$0.35 per Unit under the Offering, including 8,580,000 Units sold pursuant to the exercise in full of the underwriters' over-allotment option.
Each Unit consists of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price per Common Share of C$0.47 until January 19, 2024. The TSX Venture Exchange (the "Exchange") has conditionally accepted the Warrants for listing and the Warrants are expected to be posted for trading on the Exchange later in the week under the ticker symbol N.WT.B.
Canaccord Genuity Corp., as lead underwriter, and Haywood Securities Inc., acted as underwriters for the Offering.
The underwriters received a cash underwriting fee equal to 6.0% of the aggregate gross proceeds of the Offering and were issued compensation options equal to 6.0% of the aggregate number of Units sold under the Offering (the "Compensation Options"). Each Compensation Option is exercisable until January 19, 2023 to acquire one common share of the Company at an exercise price of $0.35.
In connection with the Offering, the Company filed a prospectus supplement dated January 15, 2021 (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated September 16, 2020 (the "Base Shelf Prospectus") with the securities commissions or similar securities regulatory authorities in each of the provinces of Canada (other than Quebec).
The Company expects to use the net proceeds from the Offering for the further development and expansion of its business and for working capital and general corporate purposes, as further described in the Prospectus Supplement.
Copies of the Prospectus Supplement and accompanying Base Shelf Prospectus may be obtained under the Company's profile on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1.
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 use of proceeds from the Offering and listing of the Warrants on the Exchange, are 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 use the proceeds in the manner set out in the Prospectus Supplement and final acceptance of the Exchange for the listing of the Warrants, 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 Company requiring additional funds to complete the activity or nature of the expenditure for which the proceeds of the Offering are to intended to be used, the Company's inability to satisfy the Exchange's listing requirements for the posting for trading of the Warrants, including distribution of the Warrants to a minimum number of public board lot holders, 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.
For further information: Namaste Technologies Inc., Meni Morim, CEO; Edward Miller, VP Investor Relations, Ph: 647-362-0390, Email: [email protected]