Toronto, Canada, March 5, 2019 – Namaste Technologies Inc. (“Namaste” or the “Company”) (TSXV: N) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF) confirmed today that PricewaterhouseCoopers, LLP (“PwC”) will no longer be acting as the Company’s auditor. The Company’s audit committee and board have accepted PwC’s resignation and are in advanced discussions with potential successor auditors, one of whom is in the final stages of its client acceptance process. The filings required under Section 4.11(5) of National Instrument 51-102- Continuous Disclosure Obligations will be made publicly available at www.sedar.com. The Company’s annual financial statements are due to be filed by March 31, 2019. The Company currently believes that it is unlikely that it will be able to meet such filing deadline. The Company will continue to assess this and will update the market in due course.
The Company’s financial reporting team has continued to work diligently during the last several weeks on finalization of the Company’s annual financial statements. The resignation of PwC has not impacted management’s confidence in its financial results, and it remains committed to assisting new auditors to complete the year-end audit.
Corporate Update and Strategic Review
Following recent changes in management, Namaste’s executive team has undertaken an in-depth strategic review of its current and future operations globally in an effort to streamline the business and ensure compliance throughout the organization. As part of this process, management has been reviewing the entire business in an effort to focus the organization on the highest value opportunities to maximize future growth.
In connection with this review, the Company is examining its global e-commerce activities to ensure compliance with various local tax and other requirements involving the import, sale, and distribution of its products. The Company has expanded the mandate of Norton Rose Fulbright Canada LLP, special independent legal counsel to the Company, to assist with the Company’s review of its compliance throughout its global business and operations, conducted primarily through its Bahamian subsidiary.
During this review period, the Company has elected to suspend certain initiatives that no longer align with the Company’s mission and strategic direction, such as the introduction of Namaste Café, a cookbook and H.E.A.L. product line in relation to its previously announced franchise distribution model. In addition, the Company has also provided formal written notice of the termination of its agreement with ORH Marketing Ltd., in accordance with its terms. Management believes that the termination of these marketing and related initiatives can be achieved with minimal business disruption, and is expected to result in annual cash savings of approximately $3 million, which is net of expected transition costs.
Brazilian Sales Update
The Company has been advised that the National Health Surveillance Agency (Anvisa) in Brazil have identified irregular online advertising of certain tobacco products on a website operated by Namaste and have advised that they are proposing to commence administrative proceedings in relation to same. In light of this, and to ensure ongoing compliance and operational efficiency, the Company has decided to temporarily suspend the sale of all of its products in Brazil pending a full compliance review with external counsel and other advisors. Sales of such products in Brazil are expected to represent approximately 8% of the Company’s estimated revenue globally for the 15 months ended November 30, 2018.
The Company will provide further updates on these matters as more information becomes available. The Company’s focus on the regulatory compliance of its international operations, operational efficiency and the growth of its global business is aligned with management’s intention to develop a best-in-class domestic and global strategy to attract reputable business opportunities. While the Company is engaged in this review, it continues to operate in the normal course of business and continues to evaluate all options in connection with its previously announced strategic review.
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
For more information please contact:
Incite Capital Markets
Darren Seed / Eric Negraeff
Email: [email protected]
Further information on the Company and its 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 in this press release, includes, but is not limited to, statements related to: the Company’s efforts to engage a successor auditor; the Company’s ability to meet the deadline to file its annual financial statements; the Company’s determinations regarding its international operations; the expected outcomes of the termination of certain marketing and related initiatives on the Company’s business, and its ability to execute on its strategy; management’s estimate of global revenue for the 15 months ended November 30, 2018; and the outcomes of its previously announced strategic review. The forward-looking information contained herein 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 management’s perceptions of future growth, results of operations, operational matters, historical trends, current conditions and expected future developments, 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 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 Company’s ability to execute its business strategy and the benefits realizable therefrom, risks specifically related to the Company’s international operations, and risks relating to the market price of the Common Shares. 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.
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