Namaste restructures previously announced acquisition of UK-based AF Trading Ltd.

~New structure focuses on UK License versus distribution~

VANCOUVER, Feb. 1, 2019 /CNW/ - Namaste Technologies Inc. ("Namaste" or the "Company") (TSXV: N) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF) today announced an update to its previously announced intention to acquire UK based AF Trading Ltd. (operating as "Access Fulfillment" or "accessfulfilment.com"). Under the previously announced terms, Namaste's wholly-owned subsidiary, Namaste Bahamas Inc. ("Namaste Bahamas") expected to acquire all of the issued and outstanding shares of Access Fulfillment for US $5 million (CAD $6,550,000) which was intended to enable Namaste to retain Access Fulfillment to operate as Namaste's exclusive distribution center for CBD and cannabis products in the UK. Namaste has since elected to use another provider.  However, under the terms of the new letter of intent with the principal shareholders of Access Fulfillment (the "AF Principals"), Namaste Bahamas will now acquire 100% of the issued and outstanding shares of CannMart Ltd. ("CannMart UK"), a subsidiary formed by the AF Principals for purposes of holding the pharmaceutical distribution license previously filed by Access Fulfillment, which is essential to pursue an amendment (the "License Amendment") to be granted a level 2 controlled substances license that will enable the sale and distribution of cannabis products in the UK.  In addition, Namaste will procure that CannMart UK enters into a consulting agreement with the AF Principals to secure their services for a minimum of two years.     

Key Terms of the new letter of intent include:

• Namaste Bahamas will acquire CannMart UK for aggregate consideration of CAD $1,500,000, comprised of $500,000 in cash consideration and $1,000,000 in shares of common stock of Namaste provided the share purchase transaction closes and the License Amendment is filed;
• Namaste shall also procure that CannMart UK, following closing of the share purchase transaction, retains the AF Principals to provide consulting services over a two year period to facilitate the License Amendment and to further the business objectives of CannMart UK for aggregate consideration of CAD $2,000,000, comprised of $500,000 in cash consideration payable over the term of the consulting agreement in monthly equal instalments and $1,500,000 in shares of common stock of Namaste payable in two equal installments upon filing of the License Amendment and receipt of final approvals, respectively.

"As part of our 2019 strategy to re-prioritize our capital investments, we were able to successfully reduce the overall acquisition price of the Access Fulfillment transaction and acquire the net assets we see as adding the most value to Namaste," said Sean Dollinger, CEO of Namaste Technologies Inc. "The UK market represents a significant growth opportunity and this acquisition remains an integral part of this growth."

The acquisition of CannMart UK and share issuances is subject to approval by the Toronto Venture Exchange ("TSXV" or the "Exchange").  Unless extended by agreement of the parties, the letter of intent will expire on the earlier to occur of ninety (90) days after its execution or the execution and delivery of the Definitive Agreement. 

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

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.

Incite Capital Markets, Darren Seed / Eric Negraeff, Ph: 604.493.2004; Sean Dollinger, Chief Executive Officer, Email: [email protected]