SHORT FORM PROSPECTUS. New Issue February 20, 2018 NAMASTE TECHNOLOGIES INC. $35,001,300 13,726,000 UNITS

Transcription

1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, possessions or the District of Columbia (the United States ) or to a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) (a U.S. Person ) unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to, or for the account or benefit of, any U.S. Person, see Plan of Distribution. Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of Namaste Technologies Inc. at Burrard Street, Vancouver, British Columbia, V6C 2B5, telephone (800) , and are also available electronically at SHORT FORM PROSPECTUS New Issue February 20, 2018 NAMASTE TECHNOLOGIES INC. $35,001,300 13,726,000 UNITS This short form prospectus (the Prospectus ) qualifies the distribution (the Offering ) of 13,726,000 units (the Units ) of Namaste Technologies Inc. (the Company or Namaste ) at a price of $2.55 per Unit (the Offering Price ). Each Unit consists of one common share in the capital of the Company (each, a Unit Share ) and one common share purchase warrant of the Company (a Warrant ). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one common share in the capital of the Company (each, a Warrant Share ) at an exercise price of $3.15 for a period of 24 months following the Closing Date (as hereinafter defined). If, following the closing of the Offering, the volume weighted average price of the Common Shares (as hereinafter defined) on the Canadian Securities Exchange (the CSE ) is equal to or greater than $6.00 for any 10 consecutive trading days, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. The Units are issued pursuant to an underwriting agreement dated February 7, 2018 (the Underwriting Agreement ), among the Company and Eight Capital and Canaccord Genuity Corp., as co-lead underwriters (the Lead Underwriters ), including Beacon Securities Limited (collectively, with the Lead Underwriters, the Underwriters ). The Company s common shares (the Common Shares ) are traded on the CSE under the symbol N. On January 31, 2018, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the CSE was $2.81. On February 16, 2018, the last trading day before the date of this Prospectus, the closing price of the Common Shares on the CSE was $1.85. The Company has given notice to list the Unit Shares, the Warrants and the Warrant Shares on the CSE (including the Unit Shares and Warrant Shares issuable upon due i

2 exercise of the Over-Allotment Option (as hereinafter defined) and the Compensation Options (as hereinafter defined). Listing will be subject to the Company fulfilling all of the requirements of the CSE. There is currently no market through which the Warrants may be sold, see Risk Factors. Price: 2.55 per Unit Price to the Public (1) Underwriters Fee (2) Net Proceeds to the Company (3) Per Unit... $2.55 $0.153 $2.397 Total... $35,001,300 $2,100,078 $32,901,222 (1) The Offering Price was determined by arm s length negotiation between the Company and Eight Capital on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares. (2) The Company has agreed to pay the Underwriters a cash fee (the Underwriters Fee ) equal to 6% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option). The Underwriters will also receive, as additional compensation, non-transferable compensation options (the Compensation Options ) to purchase that number of Units that is equal to 6% of the Units sold pursuant to the Offering (including any Over-Allotment Units (as hereinafter defined) sold pursuant to the exercise of the Over-Allotment Option). Each Compensation Option is exercisable to purchase one Unit at a price of $2.55 for a period of 24 months from the Closing Date. This Prospectus also qualifies the distribution of the Compensation Options. See Plan of Distribution. (3) After deducting the Underwriters Fee, but before deducting the expenses of the Offering (estimated to be approximately $350,000), which will be paid from the proceeds of the Offering. The Underwriters have been granted an over-allotment option, exercisable, in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up to an additional 2,058,900 Units (the Over-Allotment Units ) at the Offering Price to cover the Underwriters over-allocation position, if any, and for market stabilization purposes (the Over-Allotment Option ). The Over-Allotment Option may be exercised by the Underwriters: (i) to acquire Over-Allotment Units at the Offering Price; or (ii) to acquire additional Unit Shares (the "Over-Allotment Shares") at a price of $2.25 per Over- Allotment Share; or (iii) to acquire additional Warrants (the "Over-Allotment Warrants") at a price of $0.30 per Over-Allotment Warrant; or (iv) to acquire any combination of Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants, so long as the aggregate number of Over- Allotment Shares and Over-Allotment Warrants that may be issued under such Over-Allotment Option does not exceed 2,058,900 Over-Allotment Shares and 2,058,900 Over-Allotment Warrants. The Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants are collectively referred to herein as the "Over-Allotment Securities". If the Over-Allotment Option is exercised in full for Over-Allotment Units, the total Price to the Public, Underwriters Fee and Net Proceeds to the Company will be $40,251,495, $2,415,090 and $37,836,405, respectively. This Prospectus qualifies the distribution of the Over-Allotment Option and the Over-Allotment Securities. A purchaser who acquires Over-Allotment Securities forming part of the Underwriters over-allocation position acquires those Over-Allotment Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See Plan of Distribution. ii

3 The following table sets out the maximum number of securities under options issuable to the Underwriters in connection with the Offering: Underwriters Position Over-Allotment Option Maximum Number of Securities Exercise Period Exercise Price 2,058,900 Over- For a period of 30 days from $2.55 per Over- Allotment Units and including the Closing Date Allotment Unit Compensation Options 947,094 Units 24 months from the Closing Date Total securities under option issuable to the Underwriters 3,005,994 Units $2.25 per Over- Allotment Share $0.30 per Over- Allotment Warrant $2.55 per Unit Unless the context otherwise requires, when used herein, all references to the Offering, Units, Unit Shares, Warrants, Warrant Shares and Compensation Options assumes the exercise of the Over-Allotment Option and the Over-Allotment Securities. Investing in the Units is speculative and involves significant risks. You should carefully review and evaluate the risk factors contained in this Prospectus and in the documents incorporated by reference herein before purchasing the Units, see Forward-Looking Information and Risk Factors. Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess the income tax, legal and other aspects of the Offering. The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under Plan of Distribution, and subject to the approval of certain legal matters on behalf of the Company by Gowling WLG (Canada) LLP and on behalf of the Underwriters by Cassels Brock & Blackwell LLP. Subscriptions for the Units will be received subject to rejection or allotment, in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about February 27, 2018, or such other date as may be agreed upon by the Company and the Underwriters, but in any event not later than 42 days after the date of the receipt of the (final) short form prospectus (the Closing Date ). In connection with the Offering, and subject to applicable laws, the Underwriters may over-allot or effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Units at a lower price than stated above, see Plan of Distribution. It is anticipated that the Unit Shares and Warrants will be delivered under the book-based system through CDS Clearing and Depository Services Inc. ( CDS ) or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Unit Shares and Warrants on behalf of owners who have purchased Units in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required, see Plan of Distribution. iii

4 Each of Sean Dollinger (CEO, President and Director), Philip van den Berg (CFO and Director), and Kiranjit Singh Sidhu (Director), who reside outside of Canada, have appointed Gowling WLG (Canada) LLP, 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5, as his agent for service of process in Canada. Prospective purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process, see Risk Factors. Information contained on the Company s website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and may not be relied upon by prospective investors for the purpose of determining whether to invest in the securities qualified for distribution under this Prospectus. The Company s head and registered office is located at Burrard Street, Vancouver British Columbia, V6C 2B5. iv

5 TABLE OF CONTENTS GENERAL MATTERS... 1 FORWARD-LOOKING INFORMATION... 1 CAUTIONARY NOTE REGARDING NON-GAAP FINANCIAL MEASURES... 3 DOCUMENTS INCORPORATED BY REFERENCE... 3 DESCRIPTION OF THE BUSINESS... 4 RECENT DEVELOPMENTS... 6 CONSOLIDATED CAPITALIZATION... 7 USE OF PROCEEDS... 7 PLAN OF DISTRIBUTION... 9 DESCRIPTION OF SECURITIES BEING DISTRIBUTED...12 PRIOR SALES...14 TRADING PRICE AND VOLUME...18 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...19 RISK FACTORS...24 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...27 PROMOTER...27 MATERIAL CONTRACTS...27 LEGAL MATTERS...27 AUDITOR, TRANSFER AGENT AND REGISTRAR...27 CERTIFICATE OF THE COMPANY... C-1 CERTIFICATE OF THE PROMOTER... C-2 CERTIFICATE OF THE UNDERWRITERS... C-3 v

6 GENERAL MATTERS Unless otherwise noted or the context indicates otherwise, the Company, Namaste, we, us and our refer to Namaste Technologies Inc., and the term marijuana has the meaning given to the term marihuana in the Access to Cannabis for Medical Purposes Regulations ( ACMPR ). An investor should rely only on the information contained or incorporated by reference in this Prospectus. The Company or the Underwriters have not authorized anyone to provide investors with additional or different information. The Company and the Underwriters are not making an offer to sell or seeking offers to buy the Units in any jurisdiction where the offer or sale is not permitted. Prospective purchasers should assume that the information appearing or incorporated by reference in this Prospectus is accurate only as at the respective dates thereof, regardless of the time of delivery of the Prospectus or of any sale of the Units. The Company s business, financial condition, results of operations and prospects may have changed since that date. All currency amounts in this Prospectus are stated in Canadian dollars, unless otherwise noted. FORWARD-LOOKING INFORMATION This Prospectus and the documents incorporated by reference herein contain certain forwardlooking information and forward-looking statements (collectively, forward-looking statements ) which are based upon the Company s current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forwardlooking terminology such as expect, likely, may, will, should, intend, or anticipate, potential, proposed, estimate and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions may or will happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. Such forward-looking statements are made as of the date of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each such document. Forwardlooking statements in this Prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to: the performance of the Company's business and operations; the intention to grow the business, operations and potential activities of the Company; the competitive and business strategies of the Company; the grant and impact of any license or supplemental license to conduct activities with cannabis and/or cannabis oil extracts; the anticipated future gross revenues and profit margins of the Company's operations; the proposed and anticipated changes to Canadian federal laws and provincial regulations regarding the adult-use recreational marijuana market and the business impacts on the Company; the Company s expectations regarding its revenue, expenses and operations; the Company s intention to build a brand and develop cannabis products and accessories targeted to specific segments of the market; the Company s intention to obtain, through its wholly-owned subsidiary, a cannabis sales only distribution licence under the ACMPR; the ongoing and proposed expansion of the Company's facilities, its costs, and receipt of approval from Health Canada to complete such expansion and increase sale capacity; 1

7 the legal and regulatory landscape surrounding medical and recreational cannabis in Canada and foreign markets; if the distribution licence is granted, the methods used by the Company to deliver medical marijuana and cannabis oil extract related products; the competitive conditions of the tobacco and marijuana paraphernalia industry; the applicable laws, regulations and any amendments thereof; medical benefits, viability, safety, efficacy and dosing of cannabis; the Company s domestic and international expansion plans; expectations with respect to future production costs and capacity; expectations with respect to the renewal and/or extension of the Company s permits and licenses; the Company s competitive condition and the regulatory environment in which the Company operates; market reception of the Company s products; the anticipated Closing Date; the anticipated listing of Common Shares issuable in connection with the Offering by the CSE; the anticipated use of the net proceeds of the Offering; and the Company s business objectives and milestones and the anticipated timing of execution. Forward-looking statements contained in certain documents incorporated by reference in this Prospectus are based on the key assumptions described in such documents. Certain of the forward-looking statements contained herein and incorporated by reference concerning the medical marijuana and cannabis oil extracts industry, the anticipated adult-use recreational market, the general expectations of the Company related thereto, and the Company s business and operations are based on estimates prepared by the Company using data from publicly available governmental sources, as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry or government data presented herein, the current medical marijuana and cannabis oil extracts industry and the future anticipated adult-use recreational market involve risks and uncertainties and are subject to change based on various factors. Purchasers are cautioned that the above list of cautionary statements is not exhaustive. A number of factors could cause actual events, performance or results to differ materially from what is projected in forward-looking statements. The purpose of forward-looking statements is to provide the reader with a description of management s expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not place undue reliance on forwardlooking statements contained in this Prospectus or in any document incorporated by reference. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements contained in this Prospectus and the documents incorporated by reference herein are expressly qualified in their entirety by this cautionary statement. 2

8 CAUTIONARY NOTE REGARDING NON-GAAP FINANCIAL MEASURES The Company uses certain non-gaap performance measures such as adjusted operating loss in this Prospectus or in documents incorporated by reference herein, which are not measures calculated in accordance with IFRS and have limitations as analytical tools. These performance measures have no meaning under IFRS and therefore amounts presented may not be comparable to similar data presented by other companies. The most direct comparable measure to adjusted operating loss (excluding fair value adjustment to inventory and biological assets) calculated in accordance with IFRS is net income (loss). The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance such as net income (loss) or other data prepared in accordance with IFRS. DOCUMENTS INCORPORATED BY REFERENCE The following documents, each of which has been filed with the securities regulatory authorities in each of the provinces of Canada, excluding Québec, are specifically incorporated by reference and form an integral part of this Prospectus: (a) (b) (c) (d) the annual information form of the Company dated February 6, 2018 for the financial year ended August 31, 2017 (the Annual Information Form ); the amended and restated unaudited condensed consolidated interim financial statements as at and for the three months ended November 30, 2017 and related notes thereto (the "Interim Financial Statements"); the amended management's discussion and analysis for the three months ended November 30, 2017 (the "Interim MD&A"); the Company s audited consolidated financial statements as at and for the financial years ended August 31, 2017 and 2016, and related notes thereto, together with the independent auditors report thereon; (e) the management s discussion and analysis for the financial year ended August 31, 2017; (f) (g) (h) (i) the management information circular of the Company dated April 3, 2017 in respect of the annual general meeting of shareholders of the Company held on May 3, 2017; the material change report of the Company dated February 2, 2018 in respect of the announcement of the Offering; the material change report of the Company dated January 26, 2018 in respect of the announcement of receipt of a confirmation of readiness under the ACMPR for a sales only licence under the ACMPR for the Company s wholly-owned subsidiary, CannMart Inc. ( CannMart ); the material change report of the Company dated November 7, 2017 in respect of the closing of a non-brokered private placement financing of 14,409,000 units of the Company for gross proceeds of $3,602,250; and 3

9 (j) the material change report of the Company dated October 18, 2017 in respect of the announcement of a non-brokered private placement financing of up to 20,000,000 units of the Company for gross proceeds of up to $5,000,000. Any documents of the type referred to in paragraphs (a)-(j) above or similar material and any documents required to be incorporated by reference herein pursuant to National Instrument Short Form Prospectus Distributions, including any annual information form, all material change reports (excluding confidential reports, if any), all annual and interim financial statements and management s discussion and analysis relating thereto, or information circular or amendments thereto that the Company files with any securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to the termination of this Offering will be deemed to be incorporated by reference in this Prospectus and will automatically update and supersede information contained or incorporated by reference in this Prospectus. Any statement contained in this Prospectus or a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies, replaces or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. General DESCRIPTION OF THE BUSINESS The Company was incorporated on March 3, 2005, under the Business Corporations Act (British Columbia) ( BCBCA ) under the name Copper Belt Resources Ltd.. The common shares ( Common Shares ) of the Company were admitted for trading on the Canadian Securities Exchange ( CSE ) on September 22, 2005 under the ticker symbol CNQ-CBRL. On August 8, 2008, the Company changed its name to CB Resources Ltd.. On August 14, 2009, the Company changed its name from CB Resources Ltd. to Next Gen Metals Inc.. On August 13, 2009, the Company consolidated its Common Shares on a 7.5:1 basis. On June 30, 2010, the Company consolidated its Common Shares on a 2:1 basis. On February 25, 2014, the Company consolidated its Common Shares on a 1.5:1 basis. On February 12, 2016, the Company consolidated its Common Shares on a 3:1 basis. On February 12, 2016, the Company changed its name from Next Gen Metals Inc. to Namaste Technologies Inc. The Company is a reporting issuer in British Columbia, Alberta and Ontario. 4

10 As of the date hereof, the Company carries on business through the following wholly-owned subsidiaries. NAMASTE TECHNOLOGIES INC. Namaste Technologies Holdings Inc, (Canada) Australian Vaporizers Pty Ltd. (Australia) CannMart Inc. (Ontario) NamasteMD Inc. (Ontario) Namaste Bahamas Inc. (Commonwealth of Bahamas) Summary of the Business The Company s principal business is the distribution of vaporizers and accessories, social media and e-commerce, and product design and manufacturing. The Company has over 24 e-commerce online retail stores in 20 countries and offers one of the largest selection of brand name vaporizer products. Recognized as a source of information, reviews and social media on vaporizer products, the Company has a unique market perspective and an ability to design and market products that align with the direction of the market. The Company is focused on expanding its product offering, acquisitions and strategic partnerships, and entering new markets globally. Management s business strategy is focused on a multi-pronged approach to diversify revenue streams including e-commerce, wholesale distribution, product design and manufacturing, and selective acquisitions. Management believes there is an established and growing consumer demand for its products internationally and has developed strong sales channels in Australia, the United Kingdom and continental Europe. The Company also expects to obtain, through its wholly-owned subsidiary, CannMart, a sales only distribution licence (the Distribution Licence ) under the ACMPR in If the Distribution Licence is awarded to CannMart, the Company will incorporate the distribution and sale of medical cannabis into its existing business model, allowing the Company to: expand its product offerings, allowing it the ability to sell both vaporizers and consumables from one location, making the Company a one-stop-shop for medical cannabis consumers in Canada. market and brand medical cannabis products to its Canadian consumers. import medical cannabis from other countries to supply to CannMart patients. leverage its existing databases and site traffic using NamasteMD Inc. ( NamasteMD ) as a patient acquisition tool. provide same day delivery within the Greater Toronto Area and next day delivery within Canada. 5

11 The Company received a confirmation of readiness from Health Canada s Office of Medical Cannabis on January 18, 2018, see Recent Developments. Accordingly, the Company expects to see continued growth in its hardware business while entering into the sale of medical cannabis products in Canada. The Company intends to leverage its large databases of consumers and site traffic to convert vaporizer customers into medical cannabis customers. The Company anticipates that CannMart s patients will have access to a large variety of medical cannabis through the Company s online marketplace featuring domestically and internationally sourced products. The Company s short-term goal is to become Canada s leading e-commerce retailer of medical cannabis and to leverage its technology platforms and software as tools in partnership with its industry peers. Additionally, the Company has announced the release of its new innovative telemedicine app, NamasteMD. NamasteMD, coupled with the Company s ability to sell medical cannabis via its online platform (following receipt of the Distribution Licence, which is expected to occur in 2018) will allow the Company to be a one-stop-shop for medical cannabis patients. The Company expects its technology and innovative platform to differentiate it from other licenced producers and distributors of medical cannabis. Patients will be able to obtain a diagnosis and be connected to a medical practitioner that can issue a prescription through NamasteMD and then easily upload a prescription to the Company s e-commerce distribution channel. Once registered with the Company s e-commerce distribution channel, patients will be able to select from numerous strands of medical cannabis offered on the Company s platform. The ability to offer a variety of strands will allow the Company to differentiate itself from other licenced producers whom have a product offering limited to the cannabis strands it produces. RECENT DEVELOPMENTS On January 18, 2018, the Company received from Health Canada s Office of Medical Cannabis a confirmation of readiness for its Distribution Licence under the ACMPR for the Company s wholly-owned subsidiary, CannMart. On December 31, 2017, the Company completed the sale of Dollinger Enterprises US Inc., a wholly- owned US subsidiary, to ESC Hughes Holdings Limited, for cash consideration of USD$400,000. USD$100,000 was received on closing, with the balance of the purchase price to be paid in monthly instalments of USD$25,000. The sale represented the divestiture of the domains, everyonedoesit.com and namastevapes.com, which accounted for less than 7% of the Company s gross revenues and operated at a loss. On December 21, 2017, CannMart entered into a fulfilment services agreement (the Fulfilment Agreement ) with Vape World Distribution Ltd. d/b/a Greenlane ( Greenlane ) whereby Greenlane will provide exclusive order fulfilment and warranty services for the Company s Canadian websites. Under the terms of the Fulfillment Agreement, Greenlane will fulfill orders for all products set forth in Greenlane s product offering as well as products which are marketed and sold under brands controlled by the Company and other third-party products specified by the Company. The Fulfilment Agreement allows the Company to further align itself with the industry s leading business-to-business distributer and realize a significant reduction of inventory and operational expenses. On December 11, 2017, the Company entered into a services agreement (the Services Agreement ) with O Cannabis We Stand On Guard For Thee Corporation ( O Cannabis ) whereby O Cannabis will provide patient consultation services to Namaste s wholly-owned subsidiary, NamasteMD. Under the terms of the Agreement, O Cannabis will provide 6

12 management services to NamasteMD that will include patient consultations, education, strain recommendations and medical document issuance to qualified patients under the guidance of nurse practitioners. In addition to these services, O Cannabis will also be offering a select range of Namaste s vaporizer hardware on their online platform. On December 7, 2017, the Company elected to exercise its right under a warrant indenture agreement (the Indenture Agreement ) entered into on March 9, 2017 to accelerate the expiry date of the warrants governed thereby. On November 27, 2017, the Company entered into a hardware supply agreement (the Supply Agreement ) with BC Northern Lights Enterprises Ltd. ( BCNL ), a wholly-owned subsidiary of Aurora Cannabis Inc. Under the terms of the Supply Agreement, the Company will become the first third-party distributor of BCNL s premium home cultivation system and accessories through its online platform. On October 30, 2017, the Company closed its non-brokered private placement offering of 14,409,000 units at a price of $0.25 per unit. Each unit consisted of one Common Share and one Common Share purchase warrant, each warrant exercisable into one Common Share at a price of $0.35 for a period of 24 months from issuance. The warrants were subject to acceleration in the event the closing sale price of the Company s common shares on the CSE exceeded $0.70 for 10 consecutive trading days. On September 28, 2017, the Company entered into an exclusive hardware supply agreement ( Hardware Agreement ) with Aurora Cannabis Inc. ( Aurora ). Under the terms of the Hardware Agreement, Aurora, through its website and mobile app, will offer a specially curated selection of industry-leading vaporizers, which will be sourced from the Company. CONSOLIDATED CAPITALIZATION Since the date of the Company s Interim Financial Statements, there have been no material changes to the Company s share and loan capitalization on a consolidated basis. As at the close of business on February 16, 2018, the Company had 256,124,732 Common Shares issued and outstanding. Upon completion of the Offering, the Company will issue 13,726,000 Unit Shares, 13,726,000 Warrants and 823,560 Compensation Options (15,784,900 Unit Shares, 15,784,900 Warrants and 947,094 Compensation Options if the Over-Allotment Option is exercised in full for Over-Allotment Units) and therefore there will be an aggregate of 269,850,732 Common Shares issued and outstanding (271,909,632 Common Shares outstanding if the Over-Allotment Option is exercised in full for Compensation Units or Compensation Shares). Proceeds USE OF PROCEEDS The net proceeds to the Company from the Offering are estimated to be $32,901,222, after deducting the payment of the Underwriters Fee of $2,100,078, but before deducting the expenses of the Offering (estimated to be approximately $350,000). If the Over-Allotment Option is exercised in full for Over-Allotment Units, the net proceeds to the Company from the Offering are estimated to be $37,836,405, after deducting the Underwriters Fee of $2,415,090, but before deducting the expenses of the Offering. 7

13 Principal Purposes The Company currently anticipates using the net proceeds from the Offering as set forth in the following table: Principal Purpose Approximate Use of Net Proceeds Inventory and supplies (1) $16,450,611 CannMart Raw materials Packaging $13,530,000 $2,920,611 Expanding customer base (2) $9,870, E-commerce upgrades (3) $3,290, General working capital (4) $3,290, General & administrative Short term debt and Director loans Trade payables Tax payable Short term creditors and earn-outs $1,127,782 $94,981 $360,000 $268,154 $404,847 Total (assuming no exercise of the Over-Allotment Option) $32,901,222 Notes: (1) The Company expects to use approximately 50% of the net proceeds of the Offering to purchase inventory and supplies necessary for the launch of CannMart s facility and its operations following the anticipated approval of the Distribution Licence. (2) The Company intends to use approximately 30% of the net proceeds of the Offering to expand NamasteMD s customer and user base and its mobile app. (3) The Company intends to use approximately 10% of the net proceeds of the Offering to upgrade and redesign its e-commerce distribution websites. The Company expects to roll-out redesigned and upgraded webpages over the days following the closing of the Offering. (4) The Company intends to use approximately 10% of the net proceeds of the Offering for general working capital purposes. The above noted allocation represents the Company s intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Actual expenditures may differ from the estimates set forth above. There may be circumstances where for sound business reasons, the Company reallocates the use of proceeds, see Risk Factors Discretion in the Use of Proceeds and Risk Factors Additional Financing. Until applied, the net proceeds will be held as cash balances in the Company s bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof. During the fiscal year ended August 31, 2017 and the three-month period ended November 30, 2017, the Company had negative cash flow from operating activities. As at November 30, 2017, the Company had total current assets of approximately $13.7 million. Although the Company anticipates it will have positive cash flow from operating activities in future periods, the Company cannot guarantee it will have a cash flow positive status from operating activities in future periods. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities, see "Risk Factors Negative Cash Flow from Operations". 8

14 If the Over-Allotment Option is exercised in full for Over-Allotment Units, the Company will receive additional net proceeds of $4,935,183 after deducting the Underwriters Fee. The net proceeds from the exercise of the Over-Allotment Option, if any, is expected to be added to general working capital. Business Objectives and Milestones The primary business objectives for Namaste Technologies over the next 12 months are: 1. launch of the CannMart cannabis sales business (anticipated launch of April-May 2018); 2. expand customer base for existing network of websites (ongoing); 3. expand customer base for the NamasteMD app (anticipated hard launch of March-April 2018); and 4. continue to upgrade our e-commerce websites and infrastructure. Significant events that need to occur for the business objectives to be accomplished: a. successfully obtain our Distribution Licence (anticipated February 2018); b. complete this Offering to obtain proceeds to implement the Company s Business Objectives and Milestones; and c. continue to recruit and retain senior e-commerce professionals. PLAN OF DISTRIBUTION Pursuant to the Underwriting Agreement, the Company has agreed to sell and the Underwriters have severally (and not jointly or jointly and severally) agreed to purchase, as principals, on the Closing Date, 13,726,000 Units at the Offering Price, for aggregate gross consideration of $35,001,300 payable in cash to the Company against delivery of the Units. The Offering Price was determined by arm s length negotiation between the Company and the Lead Underwriters on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares. The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several), are subject to certain closing conditions and may be terminated at their discretion on the basis of disaster out, material change out and breach out provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Units if any Units are purchased under the Underwriting Agreement. Each Unit will consist of one Unit Share and one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $3.15 for a period of 24 months following the Closing Date. If, following the closing of the Offering, the volume weighted average price of the Common Shares on the CSE is equal to or greater than $6.00 for any 10 consecutive trading days, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. The Warrants will be created and issued pursuant to the terms of the Warrant Indenture (as hereinafter defined) to be dated as of the Closing Date between the Company and the Warrant Agent (as hereinafter defined). The 9

15 Warrant Indenture will contain provisions designed to protect holders of the Warrants against dilution upon the happening of certain events. No fractional Warrants will be issued. The Company has granted to the Underwriters an Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up to an additional 2,058,900 Over-Allotment Units at the Offering Price to cover the Underwriters over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters: (i) to acquire Over-Allotment Units at the Offering Price; or (ii) to acquire Over-Allotment Shares at a price of $2.25 per Over- Allotment Share; or (iii) to acquire Over-Allotment Warrants at a price of $0.30 per Over-Allotment Warrant; or (iv) to acquire any combination of Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants, so long as the aggregate number of Over-Allotment Shares and Over- Allotment Warrants that may be issued under such Over-Allotment Option does not exceed 2,058,900 Over-Allotment Shares and 2,058,900 Over-Allotment Warrants. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Securities issuable upon exercise of the Over-Allotment Option. A purchaser who acquires Over- Allotment Securities forming part of the Underwriters over-allocation position acquires those Over-Allotment Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. In consideration for the services provided by the Underwriters in connection with the Offering, and pursuant to the terms of the Underwriting Agreement, the Company has agreed to pay the Underwriters the Underwriters Fee equal to 6% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option). The Underwriters will also receive Compensation Options to purchase that number of Units that is equal to 6% of the Units sold pursuant to the Offering (including any Over-Allotment Units sold pursuant to the exercise of the Over-Allotment Option). Each Compensation Option is exercisable to purchase one Unit at a price of $2.55 for a period of 24 months from the Closing Date. This Prospectus also qualifies the distribution of the Compensation Options. The Offering is being made in each of the provinces of Canada, excluding Québec. The Units will be offered in each of the relevant provinces of Canada through those Underwriters or their affiliates who are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Units in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters. The Company has given notice to list the Unit Shares, the Warrants and the Warrant Shares (including any issuable upon exercise of the Over-Allotment Option and the Compensation Options) on the CSE. Listing will be subject to the Company fulfilling all of the requirements of the CSE. There is currently no market through which the Warrants may be sold, see Risk Factors. The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is less than the gross proceeds paid by the Underwriters to the Company. 10

16 Upon completion of the Offering, the Company agrees, that until the date which is 90 days after the date of the closing of the Offering, it will not, without the written consent of the Lead Underwriters, not to be unreasonably withheld or delayed, issue, agree to issue, or announce an intention to issue, any additional debt, Common Shares or any securities convertible into or exchangeable for shares of the Company (except in connection with the exchange, transfer, conversion or exercise rights of existing outstanding securities or existing commitments to issue securities and/or an arm s length acquisition). The Company further acknowledges and understands that it will use its best efforts to cause its officers and directors to enter into an agreement in favour of the Underwriters pursuant to which each of such individuals will agree not to sell, transfer or pledge, or otherwise dispose of, more than 20% of any securities of the Company held by such shareholder, on a fully-diluted basis (and any such dispositions shall be permitted only after the Closing Date and at a price per Common Share that is greater than the Offering Price) until the date which is 60 days after the date of the Closing Date, in each case without the prior written consent of the Lead Underwriters, such consent not to be unreasonably withheld or delayed. Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the CSE, in the over-the-counter market or otherwise. The Unit Shares and the Warrants comprising the Units offered hereby and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, a person in the United States or a U.S. Person. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units to, or for the account or benefit of, a person in the United States or a U.S. Person. Subscriptions will be received subject to rejection or allotment, in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about February 27, 2018, or such other date as may be agreed upon by the Company and the Underwriters, but in any event not later than 42 days after the date of the receipt of the (final) short form prospectus. It is anticipated that the Unit Shares and Warrants will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Unit Shares and Warrants on behalf of owners who have purchased Units in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required. 11

17 Pursuant to the terms of the Underwriting Agreement, the Company has agreed to reimburse the Underwriters for certain expenses incurred in connection with the Offering and to indemnify the Underwriters and their directors, officers, employees, and agents against certain liabilities and expenses and to contribute to payments the Underwriters may be required to make in respect thereof. Offering DESCRIPTION OF SECURITIES BEING DISTRIBUTED The Offering consists of Units, each of which is comprised of one Unit Share and one Warrant. The Units will separate into Unit Shares and Warrants immediately upon the closing of the Offering. The Units are offered at the Offering Price of $2.55 per Unit. Common Shares The authorized capital of the Company consists of an unlimited number of Common Shares. As at the close of business on February 16, 2018, there were 256,124,732 Common Shares issued and outstanding. The holders of Common Shares are entitled to receive notice of and attend all meetings of the shareholders of the Company and are entitled to one vote in respect of each Common Share held at such meetings. The holders of Common Shares are entitled to receive dividends if, as and when declared by the Board. In the event of liquidation, dissolution or winding-up of the Company, the holders of Common Shares are entitled to share rateably in any distribution of the property or assets of the Company, subject to the rights of holders of any other class of securities of the Company entitled to receive assets or property of the Company upon such distribution in priority or rateably with the holders of Common Shares. As of the date of this Prospectus, the Company has neither declared nor paid any dividends on its Common Shares since the date of its incorporation. Any payments of dividends on the Common Shares will be made in accordance with the BCBCA, and will be dependent upon the financial requirements of the Company to finance future growth, the financial condition of the Company and other factors which the board of directors of the Company may consider appropriate under the circumstances. It is unlikely that the Company will pay dividends in the immediate or foreseeable future. Warrants The following is a summary of the principal attributes of the Warrants and certain anticipated provisions of the Warrant Indenture mentioned hereunder. The summary does not purport to be complete and is qualified in its entirety by the detailed provisions of the Warrant Indenture. A copy of the Warrant Indenture may be obtained on request from the Company s corporate secretary and will be available electronically at and reference should be made to the Warrant Indenture for the full text of the attributes of the Warrants. Each Warrant entitles its holder, upon the payment of the exercise price of $3.15, to purchase one Warrant Share for a period of 24 months from the Closing Date. If, following the closing of the Offering, the volume weighted average price of the Common Shares on the CSE is equal to or greater than $6.00 for any 10 consecutive trading days, the Company may, upon providing 12