FORM 9 NOTICE OF PROPOSED ISSUANCE OF (or securities convertible or exchangeable in listed securities 1 ) Please complete the following: Name of Listed Issuer: Namaste Technologies Inc. (the Issuer ). Trading Symbol: N. Date: Ocber 30, 2017. Is this an updating or amending Notice: Yes No If yes provide date(s) of prior Notices:. Issued and Outstanding of Issuer Prior Issuance: 188,219,131. Date of News Release Announcing Private Placement: Ocber 13, 2017. Closing Market Price on Day Preceding the Issuance of the News Release: $0.22. 1. Private Placement (if shares are being issued in connection with an acquisition (either as consideration or raise funds for a cash acquisition), proceed Part 2 of this form) Full Name & or be Gary Shnier, 193 Park Place E., Winnipeg MB, R3P 2E4 100,000 $0.25 $0.35 Section 2.3 Unknown Ocber 17, Moises Mandelbaum, 7 Carmarthen Blvd, Winnipeg MB, R3P 0B3 100,000 $0.25 $0.35 Section 2.3 Unknown Ocber 26, Page 1
Seymour Hadwen, 30 Brant Road North, Cambridge, ON N1S 2W2 Sean Dollinger, a/c E5D-1B53-A, 7 Carmarthen Blvd., Winnipeg, MB R3P 0B3 Rocco Durante, a/c E14-2166-Q, 793 30E Avenue, Lachine, QC H8S 3Z9 Vanda Sauda Durante, a/c E14-04ZH-Q, 793 30E Avenue, Lachine, QC H8S 3Z9 Giuseppa Randazzo, a/c E67-1722-A, 5187 Rue La Durantaye, St. Leonard, QC H1R 1Y8 Rita Randazzo, a/c E12-4348-L, 8939 Rue Giovanni-Cabo, St. Leonard, QC H1P 3N8 Massimo Mignacca, a/c E23-0054-A, or be 120,000 $0.25 $0.35 Section 2.3 Unknown Ocber 17, 80,000 $0.25 $0.35 Section 2.3 15 million shares; 5 million options 300,000 160,000 180,000 $0.25 $0.35 Section 2.3 200,000 warrants Ocber 30, Ocber 30, $0.25 $0.35 Section 2.3 None Ocber 30, $0.25 $0.35 Section 2.3 None Ocber 30, $0.25 $0.35 Section 2.3 None Ocber 30, $0.25 $0.35 Section 2.3 185,000 shares Ocber 30, Page 2
5860 rue Thevenin, St. Leonard, QC H1P 1H4 Amy Workman- Rapkin, a/c E14-0A89-A, 6505 Chemin de la Cote-Saint-Luc, Apt 126 Cote Saint-Luc, QC H4V 1G3 Claudio Durante, a/c E12-E922-Z, 8939 Rue Giovanni-Cabo, St. Leonard, QC H1P 3N8 Joy P. Berkson, a/c E14-1719-T, 3750 Av Lacombe, Montreal, QC H3T 1M4 Michael Korenberg, a/c E14-5267-T, 3750 Av Lacombe, Montreal, QC H3T 1M4 Alexander Reid Workman, a/c E25-5610-A, 5432 Place Grovehill, Montreal, QC H4A 1J9 or be 100,000 $0.25 $0.35 Section 2.3 250,000 shares 60,000 $0.25 $0.35 Section 2.3 197,333 warrants 120,000 120,000 Ocber 30, Ocber 30, $0.25 $0.35 Section 2.3 None Ocber 30, $0.25 $0.35 Section 2.3 None Ocber 30, 80,000 $0.25 $0.35 Section 2.3 45,000 shares Ocber 30, Page 3
ORH Marketing Ltd., 7 Carmarthen Blvd., Winnipeg, MB R3P 0B3 Robert Armstrong, Site 632 Comp 35 RR1, Lac La Biche, T0A 2C1 Alan Ritter, 14 Blackburn Lane, Winnipeg, MB R3P 2C2 Karl Pereira, 215 rue du Square Sir George Etienne Cartier, Montreal, QC H4C 3A3 2432692 Ontario Inc., 1411-1 King St. W., Toron, ON M5H 1A1 Nicolas Valloir, 7 Carmarthen Blvd., Winnipeg, MB R3P 0B3 Daniel Rideout, a/c 5528290017, 21 Wolf Willow Pt., or be 40,000 $0.25 $0.35 Section 2.3 500,000 shares; 200,000 options 20,000 $0.25 $0.35 Section 2.3 10,000 shares 25,000 $0.25 $0.35 Section 2.3 150,000 shares Ocber 26, Ocber 24, Ocber 19, 34,000 $0.25 $0.35 Section 2.3 Unknown Ocber 24, 250,000 600,000 $0.25 $0.35 Section 2.3 Unknown Ocber 24, is controlled by the Chief Marketing Officer of the Issuer Page 4
or be Edmonn, T5T 1E3 Cor-Ex Vacuum Services Inc., a/c 7602128717, PO Box 6624 Stn Main, Drayn Valley, T7A 1S1 1,000,000 Naveen Basappa, a/c 5527707615, 525 Lougheed Crt. NW., Edmonn, T6R 2T3 200,000 Naveen S. Basappa Professional Corporation, a/c 7602128915, 525 Lougheed Crt. NW., Edmonn, T6R 2T3 1,000,000 George Barkley, a/c 7601917128, PO Box 1063 Stn Main, Nisku, T9E 8A8 200,000 1661546 Alberta Ltd., a/c 7602165610, 201 Estate Dr., 600,000 Page 5
or be Sherwood Park, T8B 1L7 Michael Barber, a/c 5528290215 201 Estate Dr., Sherwood Park, T8B 1L7 1,000,000 Michael Barber and Dawn Barber, a/c 7602223021, 201 Estate Dr., Sherwood Park, T8B 1L7 200,000 Daniel Rideout, a/c 7602165511, 21 Wolf Willow Pt., Edmonn, T5T 1E3 600,000 Paul Smith, a/c 5528291916, 3801 44A Ave., Drayn Valley, T7A 1V9 Svenson Holdings Ltd., a/c 7602128816, Site 453 Box 2 Comp 4 RR2, Drayn Valley, T7A 2A2 600,000 Page 6
or be 1261468 Alberta Ltd., a/c 7602160116, 1423 Woodward Cred NW., Edmonn, T6M 0A3 1,000,000 Gregory Bealer, a/c 7609934422, 16 Wolf Willow Pt., Edmonn, T5T 1E3 Gregory Bealer, a/c 5619946311, 16 Wolf Willow Pt., Edmonn, T5T 1E3 200,000 Richard Kerscher, a/c 7602070026, 20 Windermere Dr. SW., Edmonn, T6W 0S2 800,000 Stuart Turner, a/c 7602128527, 282107 144 St West, Calgary, T1S 0Y4 Stuart Turner, a/c 5527772411, 282107 144 St West, Calgary, T1S 0Y4 1,000,000 Page 7
Deborah Turner, a/c 5527773211, 282107 144 St West, Calgary, T1S 0Y4 Stuart G. Turner Professional Corporation, a/c 7602128626, 282107 144 St West, Calgary, T1S 0Y4 Avnish Ghai Professional Corporation, a/c 41N522A1, 612 Magrath View NW., Edmonn, T6R 0H2 or be 320,000 Total 14,409,000 $0.25 $0.35 Section 2.3 250,000 Ocber 30, (1) Indicate date each placee advanced or is expected advance payment for securities. Provide details of expected payment date, conditions release of funds etc. Indicate if the placement funds been placed in pending receipt of all necessary approvals. (2) Indicate if Related Person. 1 An issuance of non-convertible debt does not have be reported unless it is a significant transaction as defined in Policy 7, in which case it is be reported on Form 10. 1. Total amount of funds be raised: $3,602,250. Page 8
2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete enable a reader appreciate the significance of the transaction without reference any other material. The net proceeds of the Offering will be used fund the construction of a facility for the Issuer s wholly-owned subsidiary, Cannmart Inc. ( CannMart ), invenry purchasing of bulk medical cannabis from Canadian licensed producers, and expansion of a Canadian based warehouse for vaporizer hardware and fulfilment in the CannMart facility. 3. Provide particulars of any proceeds which are be paid Related Persons of the Issuer: 4. If securities are issued in forgiveness of indebtedness, provide details and attach the debt agreement(s) or other documentation evidencing the debt and the agreement exchange the debt for securities. 5. Description of securities be issued: (a) Class: Each Unit consists of one share and one share purchase warrant. (b) (c) (d) Number: 14,409,000 Units. Price per security: $0.25 per Unit. Voting rights: Common shares will have voting rights. 6. Provide the following information if Warrants, (options) or other convertible securities are be issued: (a) (b) Number 14,409,000 warrants. securities eligible be purchased on exercise of Warrants (or options): 14,409,000 shares. (c) Exercise price: $0.35. (d) Expiry date: Ocber 30, 2019, subject an acceleration right; the Issuer may accelerate the expiry date of the warrants a date that is the 30 th date following delivery by the Issuer warrantholders of an acceleration notice if, at any time after closing of the offering, the closing price of the shares of the Issuer exceeds $0.70 for a period of 10 consecutive trading days on the Canadian Exchange. 7. Provide the following information if debt securities are be issued: (a) Aggregate principal amount. Page 9
(b) (c) (d) (e) Maturity date. Interest rate. terms. Default provisions. 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or be paid in connection with the placement (including warrants, options, etc.): (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known the Issuer): i. CIBC Wood Gundy, 1800 Manulife Place, 10180 101 Street, Edmonn,, T5J 3S4 ii. iii. Canaccord Genuity Corp., 2200-609 Granville Street, Vancouver, BC, V7Y 1H2 Echelon Wealth Partners, 130 King Street West, Suite 2500, Toron, ON, M5X 2A2 (b) Cash $233,100. (c) (d) (e) (f). Other. Expiry date of any options, warrants etc.. Exercise price of any options, warrants etc.. 9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other with the Issuer and provide details of the. 10. any unusual particulars of the transaction (i.e. tax flow through shares, etc.).. 11. State whether the private placement will result in a change of control. Page 10
. 12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders.. 13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102. Yes. 2. Acquisition 1. Provide details of the assets be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete enable a reader appreciate the significance of the transaction without reference any other material:. 2. Provide details of the acquisition including the date, parties and type of agreement (eg: sale, option, license etc.) and the Issuer. The disclosure should be sufficiently complete enable a reader appreciate the significance of the acquisition without reference any other material: 3. Provide the following information in relation the tal consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: (a) Total aggregate consideration in Canadian dollars:. (b) Cash:. (c) (including options, warrants etc.) and dollar value:. (d) Other:. (e) Expiry date of options, warrants, etc. if any:. (f) Exercise price of options, warrants, etc. if any:. (g) Work commitments:. Page 11
4. State how the purchase or sale price was determined (e.g. arm s-length negotiation, independent committee of the Board, third party valuation etc). 5. Provide details of any appraisal or valuation of the subject of the acquisition known management of the Issuer:. 6. The names of parties receiving securities of the Issuer pursuant the acquisition and the number of securities be issued are described as follows: Name of Party (If not an individual, name all insiders of the Party) Number and Type of be Issued Dollar value per price (if applicable) by Party Issuer (1) (1) Indicate if Related Person 7. Details of the steps taken by the Issuer ensure that the vendor has good title the assets being acquired:. 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or be paid in connection with the acquisition (including warrants, options, etc.): (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known the Issuer):. (b) Cash. (c). (d) Other. (e) Expiry date of any options, warrants etc. (f) Exercise price of any options, warrants etc.. Page 12
9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other with the Issuer and provide details of the. 10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous or otherwise related any other asset acquired in the last 12 months. Certificate Of Compliance The undersigned hereby certifies that: 1. The undersigned is a direcr and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of direcrs of the Issuer sign this Certificate of Compliance on behalf of the Issuer. 2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed. 3. The undersigned hereby certifies the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1). 4. All of the information in this Form 9 Notice of Issuance of is true.. Dated Ocber 30, 2017 Sean Dollinger Name of Direcr or Senior Officer Sean Dollinger Signature President & Chief Executive Officer Official Capacity Page 13