Listed on the Canadian Securities
Exchange CSE: N
US:NXTTF Germany FSE:
M5BQ
NAMASTE CLOSES ACQUSITION OF URT1
Vancouver, British Columbia, Canada Namaste Technologies Inc.
(Namaste or the Company) (CSE: N,
FSE:
M5BQ) is pleased to announce that the Company has closed its
acquisition of certain assets of URT1 Limited and its wholly owned
US subsidiaries (collectively referred to as URT1). With completion
of this acquisition, Namaste is now the worlds largest e-commerce
company focused on sale of vaporizers and accessories. The
acquisition of URT1 significantly increases Namastes revenue and
gross profit on a proforma basis and re-affirms the Companys role
as the industrys principal consolidator.
URT1 is one of the top 5 domains in the world for the sale of
vaporizers, pipes and accessories. The company operates two
websites, www.everyonedoesit.com and www.everyonedoesit.co.uk, and retails through select
third-party marketplaces. Unaudited 12 month trailing revenues were
approximately C$3.2 million for the period ended August 31, 2016
with a gross profit margin of 53%. URT1 has been in business since
2000.
Terms of the Transaction
Pursuant to the terms of the Definitive Asset Purchase Agreement
announced on September 15, 2016, Namaste has acquired all the
website domains, the customer list of over 40,000 individuals, the
EDIT Collection of smoking accessories, direct relationships with
over 190 vendors, intellectual property and related technologies.
The purchase price was calculated as one-times the 12-month
trailing gross revenue of URT1, subject to adjustments for
inventory, wind down costs, and assumed liabilities. The assumed
liabilities include a secured note of approximately C$500,000 for 4
years at an interest rate of 4% payable in equal annual
installments. Upon closing of the transaction, the Company has
provided an initial 80% of the purchase price to URT1 of the
estimated cash wind down costs and 13,771,933 common shares. The
Company will make an adjustment to the purchase price in 45 days,
subject to the actual wind down costs realized by URT1. Any
additional consideration to URT1 will either be provided in cash or
common shares of the Company at a 25% discount to the 10 day volume
weighted average trading price of the common shares of the Company
on the Canadian Securities Exchange.
Liberty North Capital Corp. acted as an advisor to URT1 in
connection with the transaction.
Management and Board Appointments
Philip van den Berg has been appointed as Chief Financial
Officer, Corporate Secretary and Director and Kiran Sidhu has been
appointed as an Independent Director, subject to the approval of
the Canadian Securities Exchange.
Philip van den Berg graduated cum laude in economics in 1985 at
the University of Amsterdam. After graduating, Mr. van den Berg
joined Pierson, Heldring & Pierson in the Netherlands as
investment analyst. Most of his experience on the sell side was
with Goldman Sachs in London where he joined when its European
equities division was established in 1987. In 1995 Philip went to
Deutsche Morgan Grenfell to participate in re-establishing its
European equities division. During his career on the sell-side, he
held various positions within research departments as investment
analyst, supervisory analyst, member of the investment policy
committee and head of research. In 1997 Philip moved to the
buy-side as co-founder of Olympus Capital Management, one of the
first European hedge funds (long short equity). In 2006 Philip
co-founded Taler Asset Management, a wealth management company
based in Gibraltar. Currently Philip is a non-executive director at
Taler. Since 2014 Philip has been an active investor in various
start-up companies in Europe and the US where he has held positions
as director and CFO, including Golden Leaf Holding and URT1. He has
implemented corporate governance and administrative systems, has
been involved in a number of capital market transactions, oversaw a
public listing and has been involved in mergers and
acquisitions.
Kiran Sidhu graduated with and A.B. honors in computer science
in 1985 from Brown University and an MBA in Finance from the
Wharton School of Business in 1987. Mr. Sidhu was a manager with
Price Waterhouses strategic consulting group in Los Angeles and a
senior associate with Merrill Lynch Capital Markets in mergers and
acquisitions in New York. Mr. Sidhu served as CFO of On Stage
Entertainment and oversaw its initial public offering on NASDAQ. On
Stage was subsequently sold to McCown De Leeuw & Co. Mr. Sidhu
was a founder and the finance director of Nano Universe PLC where
he oversaw its listing on the LSE-AIM. In 2003 he built Aspen
Communication located in New Delhi, India into an outsourcing
company skilled in e-commerce fraud detection, accounting, customer
and systems support and data analytics to large customers included
Party Gaming.
Sidney Himmel has resigned as Chairman of the Company and will
remain with the Company as an advisor on accounting and corporate
finance related activities. Darren Collins will remain with the
Company as Executive Vice President, Corporate Development.
Management Commentary
Sean Dollinger, President and CEO of Namaste, comments: The
acquisition of URT1 represents our second major acquisition since
taking the Company public in March of this year and positions
Namaste as the largest e-commerce company focused on the sale of
vaporizers and accessories globally. In combination with our
recently completed capital raise, Namaste is poised for significant
organic growth and will continue to seek strategic acquisition
opportunities. I would like to thank all those individuals involved
in bringing this transaction together. I would also like to
personally thank Sidney and Darren for their contribution to the
company and look forward to continuing to work with them both in
their new roles.
About Namaste Technologies Inc.
Namaste Technologies Inc. is an emerging leader in vaporizer and
accessories space. Namaste has 26 ecommerce retail stores in 20
countries, offers the largest range of brand name vaporizers
products on the market and is actively manufacturing and launching
multiple unique proprietary products for retail and wholesale
distribution. The Company is currently focused on expanding its
product offering, acquisitions and strategic partnerships, and
entering new markets globally.
On behalf of the Board of Directors
Sean Dollinger
Sean Dollinger
Chief Executive Officer
Direct: +1 (786) 389 9771
Email: info@namastevapes.com
Further information on the Company and its products can be
accessed through the links below:
www.namastetechnologies.com
www.namastevaporizers.com
www.namastevaporizers.co.uk
www.vaporseller.com
www.everyonedoesit.com
www.everyonedoesit.co.uk
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 5 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 CSE
has neither reviewed nor approved the contents of this press
release.
Lifeist Wellness (QB) (USOTC:NXTTF)
Historical Stock Chart
From Apr 2024 to May 2024
Lifeist Wellness (QB) (USOTC:NXTTF)
Historical Stock Chart
From May 2023 to May 2024