TORONTO, Feb. 19, 2019 /CNW/ - Namaste Technologies Inc. ("Namaste" or the "Company") (TSXV: N) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF) today is pleased to announce that it has reached a mutually agreed upon settlement with Sean Dollinger resulting in Mr. Dollinger entering into an advisory relationship with Namaste providing transition support to the Company to ensure the best interests of the business and stakeholders are met (the "Agreement"). Pursuant to the Agreement, Mr. Dollinger has withdrawn his previously announced legal application against the Company and has agreed to step down from all formal roles with the Company, including as a director, which will also enable him to spend more time with his young family and pursue other opportunities. Meni Morim remains Interim Chief Executive Officer ("CEO") of Namaste.

"The events of the past few weeks have been difficult for everyone involved, but we are pleased to have reached a mutually agreed upon settlement that puts the interests of Namaste and our shareholders first," said Interim CEO Meni Morim. "With this issue behind us, Namaste can focus on what matters most – growing our business and creating shareholder value. We have an excellent management team, a strong cash position, and a strategic plan that will drive innovation and growth. The future for Namaste is bright."

As part of the Agreement, Mr. Dollinger has agreed to a market standard standstill, under which, among other things, he will vote his Namaste shares in favour of the election of management's nominees to the Board of Directors (the "Board") for three years. The Company and Mr. Dollinger have also entered into standard non-solicitation and non-competition agreements.

Corporate Governance Update

Namaste also makes the following announcements about the Board of Directors and its committees:

Branden Spikes has been appointed the Chair of the Board.

has been appointed the Chair of the Board. The Board has reconstituted the audit committee to be comprised of Branden Spikes , Sefi Dollinger and Laurens Feenstra . The Chairman of the committee is Laurens Feenstra .

, and . The Chairman of the committee is . A nominating and governance committee has been established, comprised of Branden Spikes , Laurens Feenstra , and Kiranjit Sidhu . The Chairman of the committee is Kiranjit Sidhu .

Date for Annual General Meeting of Shareholders Set

The date for the Company's annual general meeting for shareholders has been set for May 28, 2019.

The Company has engaged Norton Rose Fulbright Canada LLP as its special independent legal counsel.

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 Agreement.

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.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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.

SOURCE Namaste Technologies Inc.

For further information: Incite Capital Markets, Darren Seed / Eric Negraeff, Ph: 604.493.2004; Meni Morim, Chief Executive Officer, Email: [email protected]