Namaste Technologies Reports Year End 2019 Financial Results

Toronto, Ontario, Canada – April 30, 2020 Namaste Technologies Inc. (“Namaste” or the “Company”) (TSXV: N) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF), an online platform for cannabis products, accessories, and responsible education, today reported its financial results for the year ended November 30, 2019. All financial figures are in Canadian dollars unless otherwise indicated.

During the year, a strategic realignment was announced by the Board of Directors which included organization leadership changes where Mr. Meni Morim was appointed CEO to lead the organization through this transformation and into the next phase of its growth. Namaste implemented several corporate initiatives to transition the Company from its entrepreneurial roots towards its goal of becoming a leading procurement, processing and distribution company focusing on the Canadian cannabis market. The Company took steps to streamline the organizational structure through the consolidation of certain divisions and websites while focusing on the business segments that align with the Company’s core strategy. Concurrently, CannMart Inc. (“CannMart”), a wholly owned subsidiary of Namaste, expanded its business model by entering the business to business (“B2B”) sector in mid-September and establishing sales channels between licensed producers and provincial cannabis distribution networks. CannMart continued to increase the number of premium brands and the variety of products carried on the CannMart website, and available through its B2B channel and was an early provider of Cannabis 2.0 products.

“We made significant changes to the Company in 2019 which included key investments in new business segments, settlement of outstanding class actions, replacement of executive-level positions with top talent, and restructuring legacy businesses to reposition the business to compete over the long term,” said Meni Morim, CEO of Namaste. “We believe that we’ve made tremendous strides in our operations, and have entered new markets with distribution partners. As we move forward into the year, we will focus on growing the business profitably, reducing operational burn and continuing to master the mechanism of moving cannabis into the market, safely & reliably. We were successful at launching our B2B business model in the fourth quarter, and now have supply agreements with five provinces.”

“CannMart continues to expand its portfolio offering its customers quality products from recognized brands. We have spent the last few years collecting data that we have used to build a better customer experience from end to end. With these building blocks in place, our focus is shifting to increasing revenues and gross margins for our online and B2B channels while reducing costs and improving efficiencies throughout our divisions.”

Summary of Consolidated Financial Results

Net revenue for the twelve months ended November 30, 2019 was $16.3 million, compared to $23.8 million for the fifteen months ended November 30, 2018. The change in revenue primarily reflects the sale/closure of non-core assets. Gross margin as a percentage of net revenue (before inventory adjustment) for the year ended November 30, 2019 was 17% compared to 22% for the fifteen months ended November 30, 2018. Included in the fifteen months ended November 30, 2018 were revenue and gross margin contributions from the divestitures, and therefore not included in 2019.

Share-based compensation, as part of total compensation, for the twelve months ended November 30, 2019 decreased by $19.9 million to $2.0 million compared to the fifteen months ended November 30, 2018. This reflects management’s efforts to realign and reduce its cost structure and demonstrate its increased focus on governance and related shareholder value.

Adjusted EBITDA for the twelve months ended November 30, 2019 was a loss of $23.1 million, compared to a loss of $17.9 million for the fifteen months ended November 30, 2018. Revaluation of assets and non-recurring costs associated with restructuring and legacy issues impacted the current year’s results by $32.7 million resulting in a net loss of $63.2 million compared to $41.6 million in the prior fiscal year.  The Company’s working capital position remains strong at $39.4 million with no debt obligations.

For further details, the complete Financial Statement and Management Discussion & Analysis can be accessed on the Company’s SEDAR profile at www.sedar.com.

Management Update

The Company wishes to announce the appointment of Mr. Faraaz Jamal to the position of Chief Operating Officer. Mr. Jamal has been with Namaste since May 2019. Previously Mr. Jamal served as the Head of Marketing for Bulletproof Inc., a private consumer packaged goods company, where he oversaw the doubling of new customer acquisition and the tripling of revenue, while driving bottom-line profitability, as well as acting as interim-COO of Intiveo, a SaaS based company, where he grew EBITDA by optimizing operations. Mr. Jamal replaces Mr. David Giardino who is leaving the company to pursue other interests. Mr. Giardino has agreed to stay on with the Company until May to assist with operations through the transition period.

“On behalf of the board and the employees of Namaste, I want to thank David for his dedication and commitment to our Company as COO and wish him all the best in his future endeavors,” said Meni Morim, CEO of Namaste. “Faraaz has been an integral member of the management team and has experience in successfully building companies and their related revenue. I am excited about Faraaz’s new post and look forward to seeing the impact of his enthusiasm and track record of success.”

“I have enjoyed working with the talented team at Namaste and growing the company into what it is today,” added David Giardino. “I want to thank everyone and wish them the best for the future.”

Class Action Settlement

Further to the notice filed on March 16, 2020 with respect to the settlement of the Namaste Securities Class Action lawsuit and its approval by the Ontario Superior Court of Justice, the class action is formally closed as courts in Canada and the United States have approved the settlement.

“The class action was a distraction and weight on our expenses,” added Mr. Morim. “We were able to settle the outstanding claims allowing us to refocus our efforts on changing the Company for the better in the long term.”

COVID-19 Regulatory Relief

On March 18, 2020, the Canadian Securities Administrators issued a notice stating that securities regulators will be providing coordinated relief consisting of a 45-day extension for certain periodic filings required to be made on or prior to June 1, 2020. This blanket relief, as a result of the COVID19 pandemic, applies to reporting issuers and applies to financial statements, management’s discussion and analysis, annual information forms, and certain other ancillary documents normally required to be filed in a timely manner under securities legislation.

As a result of the pandemic’s impact on internal and regulator resources, Namaste has elected to take advantage of the blanket relief granted pursuant to BC Instrument 51-515 and Ontario Instrument 51-502 in respect of the following:

Namaste currently expects to file its Interim Filings for the first quarter ended February 29th on or by May 21, 2020.

Management and certain other insiders of Namaste are subject to an insider trading blackout which reflects the principles in Section 9 of National Policy 11-207 for until such time as Namaste has filed its Interim Filings.

Other than as previously disclosed by the Company, there have been no material business developments since the date of the Company’s most recent filing of its interim financial reports and the associate management discussion and analysis.

NON IFRS FINANCIAL MEASURES

Management evaluates the Company’s performance using a variety of measures, including “Net loss before income tax, depreciation and amortization” and “Adjusted EBITDA”. The non-IFRS measures discussed below should not be considered as an alternative to or to be more meaningful than revenue or net loss. These measures do not have a standardized meaning prescribed by IFRS and therefore they may not be comparable to similarly titled measures presented by other publicly traded companies and should not be construed as an alternative to other financial measures determined in accordance with IFRS.

The Company believes these non-IFRS financial measures provide useful information to both management and investors in measuring the financial performance and financial condition of the Company.

Management uses these and other non-IFRS financial measures to exclude the impact of certain expenses and income that must be recognized under IFRS when analyzing consolidated underlying operating performance, as the excluded items are not necessarily reflective of the Company’s underlying operating performance and make comparisons of underlying financial performance between periods difficult. From time to time, the Company may exclude additional items if it believes doing so would result in a more effective analysis of underlying operating performance. The exclusion of certain items does not imply that they are non-recurring.

2019 2018
Notes (12 months) (15 months)
Net loss $(63,230,354)        $(41,617,431)
Income tax (i)  (365,474)              (422,062)
Depreciation and amortization (i)                                              2,501,650            1,887,361
EBITDA (61,094,178)        (40,152,132)
Other income (ii)                 (1,219,575)                    (1,115,533)
Transaction, restructuring and other costs (iii)                15,136,724                     1,441,873
Impairment of goodwill and intangibles (iv)               16,138,602                             –
Impairment of loans receivable (v)                  1,391,224                             –
Share of associates’ loss, net of tax (vi)                                     4,520,908                             –
Share-based compensation (i)                 2,015,222                  21,928,335
Adjusted EBITDA  $          (23,111,073)  $            (17,897,457)

(i) Current and deferred income taxes, depreciation and amortization, and share-based compensation were excluded from the Adjusted EBITDA calculation as they do not represent cash expenditures.

(ii) Other income consisting of gain on disposal of subsidiary, interest income, realized gain on disposition of AFS investments, unrealized gain on derivatives and other miscellaneous non-recurring income were excluded from Adjusted EBITDA calculation.

(iii)  Non-recurring costs related to restructuring and legacy issues were excluded from Adjusted EBITDA calculation.

(iv)   Impairment loss relating to goodwill, customer list, domains and brand names were excluded from Adjusted EBITDA calculation.

(v)    Impairment loss relating to receivable is a provision for expected credit loss to an associate and was excluded from Adjusted EBITDA calculation.

(vi)   Share of associates loss, net of tax, is excluded due to lack of control.

 About Namaste Technologies Inc.

With headquarters in Toronto, ON, and offices in both B.C. and around the globe, Namaste Technologies is a leading online platform for cannabis products, accessories, and responsible education. The company’s ‘everything cannabis store’, CannMart.com, provides customers with a diverse selection of hand-picked products from a multitude of federally-licensed cultivators, all on one convenient site. 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

NamasteVapes.ca

Everyonedoesit.ca

 For more information please contact:

Incite Capital Markets

Eric Negraeff / Darren Seed

Ph: 604.493.2004

For Meni Morim, CEO

Email: [email protected]

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 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 Namaste’s standing in the online marketplace for cannabis products, the Company’s transition into a growth phase with a focus on increasing revenues and gross margins while reducing costs, the Company’s goal of becoming a leading procurement, processing and distribution company focusing on the Canadian cannabis market, Namaste’s beliefs regarding the quality of its management, the strides the Company has taken in its operations and the quality of the brands offered by CannMart, the Company’s focus on growing the business profitably, reducing operational burn and continuing to master the mechanism of moving cannabis into the market, safely and reliably, Namaste’s beliefs with respect to the timing of its Interim Filings and the 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 Namaste 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.

 

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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