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Namaste signs binding terms sheet to acquire UK-based licensed pharmaceutical distribution company AF Trading Ltd.

https://www.prnewswire.com/news-releases/namaste-signs-binding-terms-sheet-to-acquire-uk-based-licensed-pharmaceutical-distribution-company-af-trading-ltd-300712049.html

 

VANCOUVER, Sept. 13, 2018 /PRNewswire/ - Namaste Technologies Inc. ("Namaste" or the "Company") (TSXV: N) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF) is pleased to announce that the Company's wholly-owned subsidiary, Namaste Bahamas Inc. ("Namaste Bahamas"), has signed a Binding Terms Sheet ("Terms Sheet") to acquire all of the issued and outstanding shares of UK-Based AF Trading Ltd. (operating as "Access Fulfillment" or "accessfulfilment.com"). Access Fulfillment operates a 30,000 square-foot distribution facility in the UK and holds a Wholesale Distribution Authorization (Human) License issued by the Medicines and Healthcare Products Regulatory Agency ("MHRA") which allows Access Fulfillment to distribute pharmaceutical products throughout the UK. The acquisition of Access Fulfillment is the first step in Namaste developing its future medical cannabis distribution platform in the UK, which represents a much larger customer base than that of its Canadian operations. The Company intends to launch a platform similar to its Canadian wholly-owned subsidiary Cannmart Inc. ("Cannmart") within the UK market to help monetize on its database of over 500,000 customers.

Prior to July 2018, the UK prohibited the use of medical cannabis. Since that time, the UK Home Secretary has announced that licensed clinicians will now be able to legally prescribe cannabis-derived medicines to patients, as an alternative to prescription drugs. As medical cannabis legalization in the UK progresses, Namaste believes this acquisition will provide the Company with the first-mover advantage in the UK market, which will enable them to implement a fully integrated platform and sales funnel based on Namaste's current Cannmart business model. Namaste is focused on creating the largest global platform for everything cannabis and in developing innovative technology. The acquisition of Access Fulfillment and its license with MHRA provides Namaste with the necessary infrastructure to capitalize on a market where it maintains a strong market presence.

Key Terms

  • Namaste will acquire all issued and outstanding shares of Access Fulfillment for US $5 million.
  • Payment to Access Fulfillment will be 50% in cash and 50% in Namaste common stock shares.
  • No capital raise will be required.
  • Access Fulfillment's management will sign consulting agreements for operations and business development.
  • Access Fulfillment's management will sign non-compete agreements.
  • Access Fulfillment will operate as Namaste's exclusive distribution center for CBD and cannabis products in the UK.
  • The acquisition of Access Fulfillment will be subject to approval by the Toronto Venture Exchange ("TSXV" or the "Exchange").
  • Both parties will have 30 days to complete and sign definitive documents required to complete the transaction.

Namaste has been selling cannabis ancillary products in the UK for over 4 years and maintains a database of over 500,000 consumers during which period Access Fulfillment has undertaken all distribution of cannabis vaporizers and accessories on behalf of Namaste. Through the acquisition, Namaste anticipates a significant reduction of its costs as related to fulfillment of its vaporizer and accessories in the UK and EU markets. The Company maintains a strong working relationship with Access Fulfillment's management team and believes the launch of cannabis sales through the distribution center represents a high growth opportunity, subject to approval by the MHRA.

The Company plans to submit its revolutionary telemedicine application and patient acquisition tool, NamasteMD ("NamasteMD" or "NamasteMD.com") to the Apple and Google Play stores, which will allow Namaste to leverage its telemedicine application to acquire medical patients through online consultations in the UK. By acquiring Access Fulfillment, launching NamasteMD and developing supply relationships with domestic cultivators, Namaste will have the infrastructure it needs to launch CBD and cannabis products into its marketplace in the UK, subject to approval by MHRA and other any applicable regulatory bodies.

Namaste has established itself as a global leader in cannabis e-commerce and technology. The company has incorporated revolutionary technology platforms like NamasteMD as well as its proprietary machine learning applications through the Company's wholly-owned subsidiary, Findify AB ("Findify.io"). The Company recently launched the first AI-driven cannabis journaling app, My Uppy Cannabis Journal ("My Uppy"), which is available internationally through the Apple store and on Android devices. These platforms allow Namaste to create a highly personalized experience for every user which helps optimize conversion rates and increase revenue.

By acquiring Access Fulfillment, Namaste will enter into a market much larger than Canada, where it maintains a history of customer service excellence, strong revenue and brand loyalty. Additionally, having the ability to acquire patients through a telemedicine app and distribute cannabis products through Access Fulfillment's facility represents a unique opportunity to leverage a significant market. With access to over 500,000 users in its UK database, the Company is well positioned as a global platform for all things cannabis.

Further to the announcement related to the Terms Sheet, Namaste would like to announce the success of its Shareholder Pledge Party (the "Pledge Party"), which brought together over 800 investors and 200 media influencers at New City Gas in Montreal the night of Wednesday September 12th, 2018. The event, which was for Company shareholders who participated in a voluntary 90-day pledge to hold their shares was an incredible success. The Pledge Party was the first party of its kind and featured celebrity performances and Namaste's various strategic partners who sponsored the event. Namaste would like to take the opportunity to thank its sponsors and reinforce its position with each partner, who had the opportunity to speak to shareholders and the media as outlined below.

Bonify Inc.

On August 22nd, 2018, Namaste signed a supply agreement with Manitoba-based ACMPR Licensed producer, Bonify Inc. ("Bonify"). Under the terms of the Supply Agreement, Namaste will purchase bulk cannabis products through Cannmart. Bonify operates a large-scale cultivation facility and will expand capacity to over 350,000 square-foot to help accommodate Namaste's growth trajectory. Namaste will work with Bonify to develop private-label strains of cannabis for the medical and recreational markets as well as in offering the full selection of Bonify products.

Bonify will be a strong supply partner for Namaste as they understand the Company's vision and have significant capacity to support Namaste's growing patient network. The Agreement with Bonify will ensure supply availability for Namaste during a period going into recreational legalization where many producers anticipate a supply shortage.

Inolife R&D Inc.

On May 23rd, 2018, the Company signed a definitive agreement with Inolife R&D Inc. ("Inolife"), whereby Namaste was granted exclusive rights to the commercialization of Inolife's innovative needle-free technology for applications of medical cannabis, in accordance with Health Canada regulations. Namaste intends to produce medical cannabis oil through its partnership with Infinite Labz Inc. ("Infinite Labz") and to specifically formulate oil for use with Inolife's injector technology. The Company believes that needle-free injection of cannabis oils could prove to be one of the most effective means of dosing through a painless device, with a fast absorption rate. Namaste will work with Inolife's management team to develop standardized production procedures for oil production, and for testing or studies required to commercialize the technology for applications of medical cannabis in accordance with federal regulations.

Blissco Cannabis Corp Inc.

On July 18th, 2018, Namaste signed an e-commerce and technology services agreement with BlissCo Cannabis Corp Inc. ("BlissCo") (CNSX: BLIS) (FRA: GQ4B:GR), whereby Namaste will provide services including access to Namaste's technology platforms, software integrations and e-commerce services, including those powered by Namaste's e-commerce artificial intelligence (AI) platform, Findify.io. Under the terms of this Agreement, Namaste will leverage its proprietary technology platforms to develop an innovative online marketplace in partnership with BlissCo to enhance BlissCo's patient experience. BlissCo is a Canadian licensed producer and distributor of high-quality medical cannabis that operates an Access to Cannabis for Medical Purposes Regulations ("ACMPR") cultivation facility based in Langley, BC.

Pineapple Express Delivery Inc.

On June 13th, 2018, Namaste signed a Subscription Agreement to acquire 15% of the share capital of Pineapple Express Delivery Inc. ("Pineapple Express") for CAD $1,000,000. Pineapple Express has secured a Courier Services Agreement with Ample Organics, Canada's leading seed-to-sale software platform, for same-day cannabis delivery. Pineapple Express has developed a same-day delivery service for medical cannabis and expects to expand across Canada. Pineapple Express' management team have a proven track record of launching cross-country same-day delivery services, having sold a previous same-day delivery venture to Just Eat Canada. Namaste will integrate Pineapple Express into its platform with Cannmart offer another added value service for its patients.

YPB Group Ltd.

On June 27th, 2018, Namaste signed a Master Services Agreement with YPB Group Ltd. ("YPB")(ASX: YPB), an Australian based product verification and customer engagement company. Namaste has identified the need for its global customers to have confidence in the products they are purchasing, and for vendors to have access to granular data on their end-users. As such, Namaste plans to introduce YPB's solutions across its network of manufacturers and to Canadian Licensed Producers to bring certainty of authenticity and supply chain transparency to the entire legal cannabis industry globally. This coalition furthers Namaste's agenda in providing leading technology platforms for its global marketplace and in enhancing the user's experience for its customers.

Shatterizer Inc.

On May 18th, 2018, Namaste signed an exclusive international distribution agreement with Shatterizer Inc. ("Shatterizer" or "Shatterizer.com"), whereby Namaste will retain exclusive rights to sell Shatterizer's innovative line of cannabis concentrate vaporizers in international markets. Namaste is also pleased to announce that the Company will be working with Shatterizer to launch a pod-based vaporizer system for the Canadian recreational market. The Company, through its wholly-owned subsidiary Infinite Labz Inc. ("Infinite Labz"), will produce cannabis oil and provide filling and distribution for Shatterizer's upcoming pod-based concentrate vaporizer system. Namaste is focused on leveraging its expertise in vaporizer technology within Canada, in an attempt to capitalize on what it anticipates being a significant market for concentrate pens and pre-filled cartridges in both the recreational and medical cannabis markets.

Famous Brandz Inc.

Famous Brandz represents several celebrity brands of smoking products including Cheech & Chong: Up In Smoke, Trailer Park Boys, Jay and Silent Bob, and Snoop Dogg's exclusive glass line - SNOOP POUNDS. Namaste maintains a strong relationship with Famous Brandz as it offers its unique offering of high quality smoking accessories. Strong brands and collaborations are at the core of Famous Brandz business. Its founders have over 20 years of experience in the smoking accessories industry and have come together to deliver the strongest and most well-known brands to the market. Working with top celebrities and film studios, Famous Brandz offers the largest array of mainstream smoking products.

Management Commentary

Sean Dollinger, President and CEO of Namaste comments: "We are very pleased to announce the Terms sheet with Access Fulfillment, which represents a very strategic transaction for Namaste in expanding Cannmart's model into our international markets. We've worked with Access Fulfillment for many years and have the utmost confidence in their operation and management team. We're looking forward to securing supply agreements in the UK and in eventually facilitating the import of medical cannabis products into the UK market through Access Fulfillments' facility. We've done business in the UK for many years and our UK assets including Everyonedoesit.co.uk and NamasteVapes.co.uk maintain strong brand loyalty and drive significant revenue. By acquiring Access Fulfillment, we will leverage our technology and user base to introduce medical cannabis sales within our platform subject to further progress on UK's cannabis legalization.

We were overwhelmed by the support from our shareholders at the Pledge Party. The event was of epic proportion and is something myself and hopefully our shareholders will remember. The Share Pledge brought together investors who pledged to hold their shares for a 90-day period. The event was sponsored by many of our partners who bring great value to the Company. I'd like to take the opportunity to thank all of our shareholders, large and small for without them we would not be where we are today. We believe that every customer counts and that every shareholder counts. Thank you, from the bottom of our hearts to all shareholders, management and employees who truly make this Company great."

About Namaste Technologies Inc.

Namaste Technologies is Your Everything Cannabis Store™. Namaste operates the largest global cannabis e-commerce platform with over 30 websites in 20+ countries under various brands. Namaste's product offering through its subsidiaries includes vaporizers, glassware, accessories, CBD products, and the company will soon be selling medical cannabis in the Canadian market, subject to approval by Health Canada.

Namaste has developed and acquired innovative technology platforms including NamasteMD.com, Canada's first Health Canada compliant telemedicine application, and in May 2018 the Company acquired a leading e-commerce AI and Machine Learning Company, Findify AB. Findify uses artificial intelligence algorithms to optimize and personalize a consumer's on-site buying experience. Namaste is focused on leveraging its cutting-edge technology to enhance the user experience throughout its platforms. Namaste will continue to develop and acquire innovative technologies which will provide value to the Company and to its shareholders as well as to the broader cannabis market.

On behalf of the Board of Directors

"Sean Dollinger"

Chief Executive Officer

Direct: +1 604-355-6100

Email: info@namastetechnologies.com

Further information on the Company and its products can be accessed through the links below:

NamasteTechnologies.com

NamasteMD.com

NamasteVapes.ca

Everyonedoesit.ca

FORWARD-LOOKING INFORMATION This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on www.sedar.com. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The TSXV has neither reviewed nor approved the contents of this press release.

SOURCE Namaste Technologies Inc.

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Roll up, roll up , the UK illness exploitation train is gathering steam.... ALL ABOARD!

 

:wallbash:

 

Just let me fucking grow it without stress FFS!

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it was always going to be the money.

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2 hours ago, Breezus said:

Roll up, roll up , the UK illness exploitation train is gathering steam.... ALL ABOARD!

 

:wallbash:

 

Just let me fucking grow it without stress FFS!

 

 

Exactly, I want the strain that works best against my ailments and not some generic crap which will have either too much or too little of the compounds I need

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@stummer One to keep an eye on for the future there mate share price doubled inside the last month

 

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5 hours ago, Buckfacked said:

 

 

Exactly, I want the strain that works best against my ailments and not some generic crap which will have either too much or too little of the compounds I need

to be fair its starting to sound pretty good, i thought it was only going to be sativex, if we are going to get canadian medi stuff it should be nice.

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17 minutes ago, bazil brush said:

to be fair its starting to sound pretty good, i thought it was only going to be sativex, if we are going to get canadian medi stuff it should be nice.

 

I agree it's a start, but surely the beat option is allowing growing for medical given the obvious potential cost savings to the NHS.

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10 hours ago, Buckfacked said:

 

I agree it's a start, but surely the beat option is allowing growing for medical given the obvious potential cost savings to the NHS.

i really dont think they will allow growing but you never know.

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2 hours ago, bazil brush said:

i really dont think they will allow growing but you never know.

 

It's the recent reclassification that may be the turning point insofar as medical goes, as all it needs is someone to take HMG to court, especially under the HRA 1998, saying that the "generic" pharma grade products do NOT provide the same relief for <insert condition here> as a specific strain works better for a particular person and their ailment, pain control being the obvious one as I know only too well how different strains are better than others in that respect with Super Silver Haze being one of the best I've ever found for my particular circumstances, and then the door gets opened. Now there would obviously be restrictions there, like having doctors provide paperwork stating "This person is  growing for personal medical needs under whatever regulation is imposed" and a restriction on the number of plants, no sales to others, etc, but the potential is there.

This is the thing, everyone, here at least, wants to be allowed to grow their own, whether for medical or recreational, and I'm included in that. But just crying for "legalisation" will never work, there has to be proper process to chip away at the irrational arguments the Government and, especially, the hysterical mass media come out with. In other words, like with so many things from firearms to the ScotIndyRef to the laws against "Religious Hatred" to the Breferendum, or even the latest proposals to make Misogyny a crime (even though that's already covered by other legislation), knee-jerk actions and reactions NEVER end well so we have to look at the existing actions and capitalise on them, with Medical being the obvious target to open the door to a proper and decent drugs policy which not only allows the use of what is, in reality, a harmless natural herbal compound but also releases the resources to go for the substances which are the real scourge on society. You want to do something, it has to be done right, you have to use the Government's own policies against them, attacking from every angle possible and chiselling away until their position is nothing more than dust and rubble, and the recent reclassification as "a substance with therapeutic value" does open the door to that.

And that brings me to another point. It's not the first time I've said this but there's people here, and I don't mean yourself, who are either unwilling or do not have the capability to comprehend this. I've been on this planet long enough, I know how these arseholes think because I've torn more than one of them a new one, politely, as I've shredded an argument they've come out with leaving them dumbstruck as they have no answer, and I mean Tory, Labour and SNP (first one was a local Tory when I was 14). We want the doors to be open then it's no good just sitting here saying "legalise it so I can get high", there has to be convincing arguments that these idiots in Westminster CANNOT argue with, and a united front stating a common, rational, argument across the board is the only way that we will be able to bring change as a load of people saying "WE WANT THIS" but not providing a decent and proper reason for change, because they can't think of one other than "I want to get stoned", will achieve the square root of fuck all.

 

Let's do this right, we all know people who can be used as case history as far as medical goes, we all know we have an argument that means taking the supply of marijuana out of the hands of the organised crime gangs, hitting them in the pocket, but we'll achieve fuck all if we don't do things right and, well, if I can be adding my voice to the movement here then there's nothing to stop every last man jack here doing the same instead of sitting on their arses whining. Javid's reclassification for medical has opened the door, now is the time to act whilst things are still fresh in minds, and what is needed is verifiable numbers of people to put the pressure on Westmonster, Holyrood, Cardiff and Stormont, for without the numbers then the only result is Government totally ignoring the calls.

It's time to stand up and be counted, for this is the biggest opportunity there has been in my lifetime but, instead, apathy is the order of the day and thanks to that NOTHING will change. And that's the biggest issue the community faces right now, as everyone wants something NOW, but won't do a bloody thing to try and get it.

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