Toronto, ON — February 4, 2019 — /D.M.O. Newswire/ — Namaste Technologies Inc. (“Namaste” or the “Company”) (TSXV: N) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF) announced today that, following a recent expression of interest in the Company, the Board of Directors of the Company (the “Board”) has launched a strategic review process to consider all value-maximizing alternatives.
Namaste also announced that following an investigation by a Special Committee of the Board of Directors, the Board has terminated the employment of Sean Dollinger as Chief Executive Officer of the Company for cause and removed him from his position as Director, effective immediately. Meni Morim has been appointed Interim CEO of the Company. To help strengthen our strategic partnerships, the Company has also appointed Darren Gill as Chief Strategy Officer.
Strategic Review Process Initiated
The Board has initiated a formal strategic review process to consider all value-maximizing alternatives, which could include exploring a potential corporate transaction that may, but not necessarily, result in the sale of the Company. We are in the process of engaging an investment bank to advise a Special Committee of the Board overseeing the process.
The Company does not intend to set a definite schedule to complete its evaluation or process and cautions that there are no assurances or guarantees the process will result in a transaction or, if a transaction is undertaken, of the terms or timing of such a transaction.
Namaste remains in a strong financial position, with cash balances intact, and will continue to execute on its unique and effective business strategy. The Company will provide an update regarding the outcome of the strategic review process once it has concluded.
Special Committee Investigation
In October 2018, the Board was informed of certain allegations regarding the Company made by a short seller. In response, the Board determined it was in the best interests of the Company to form a Special Committee, comprised of an independent Director, Branden Spikes, to investigate the allegations. Subsequently, Laurens Feenstra was added to the Special Committee as a second independent Director. Miller Thomson LLP was engaged as legal advisor to the Special Committee, and Miller Thomson LLP retained Ernst & Young LLP to conduct a detailed investigation and report back to the Special Committee.
The Special Committee’s thorough investigation examined all material allegations against the Company. The only one that was substantiated and required action, as recommended by the Special Committee, related to the sale of Namaste’s US subsidiary, Dollinger Enterprises US Inc., in 2017, and subsequent transactions involving its assets and companies in which Sean Dollinger and Namaste’s head of marketing David Hughes have a beneficial interest, as well as breaches of fiduciary duty by Sean Dollinger and evidence of self-dealing. In light of these findings and the Special Committee recommendations, the Board concluded that it is in the best interest of Namaste that Sean Dollinger be terminated from his role as CEO for cause and removed as Director of the Company. In connection with the findings of the investigation, the Company is commencing legal action against Sean Dollinger for damages and disgorgement.
Meni Morim Appointed Interim CEO
The Board has appointed Meni Morim as interim CEO effective immediately. Mr. Morim has served as Namaste’s Chief Product Officer and Director of Artificial Intelligence since May 2018, when Namaste acquired Findify AB, a company he co-founded and led as CEO. With Namaste, Mr. Morim has led long-term product strategy and road-mapping, focusing on Namaste’s vision, product design, development and marketing. Mr. Morin has over 17 years of software development experience working in telecommunications, payments and e-commerce. He has managed co-located and distributed teams across the world to develop new, innovative products and build strategies to succeed in hyper-competitive markets.
Darren Gill Appointed Chief Strategy Officer
The Board has appointed Darren Gill as Chief Strategy Officer effective immediately. Mr. Gill has served as Namaste’s Vice President of Strategic Operations since October 2018. He has 12 years of experience in global operations, supply chain management and mergers and acquisitions. Most recently, he was a leader within Deloitte’s cannabis practice, where he led the recreational launch of cannabis in a major jurisdiction in Canada.
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
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”, “will”, “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, or by discussions of strategy. The forward-looking information contained in this press release, includes, but is not limited to, statements with respect to the Company’s strategy of leveraging its technologies and acquiring new innovative technologies and the expected benefits thereof. Forward looking statements include, without limitation, the completion of a transaction after the completion of the strategic review; the engagement of an investment bank in respect of the strategic review; statements in respect of the Company’s financial position; the effectiveness of the Company’s business plan; and commencement and outcome of any litigation.
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, including management’s perceptions of 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 market price of the Common Shares and risk’s relating to the Company’s ability to execute its business strategy and the benefits realizable therefrom.
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.
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.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
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