2017-11-28 17:33 ET - News Release

Mr. Sean Dollinger reports

NAMASTE DIVESTS US ASSETS TO FOCUS ON LEGAL CANNABIS MARKETS AND ANNOUNCES CONFERENCE CALL

Namaste Technologies Inc. has signed a stock purchase agreement with ESC Hughes Holdings Ltd. to sell the company's wholly owned U.S. subsidiary, Dollinger Enterprises U.S. Inc. The agreement includes the sale of the domain names Everyonedoesit.com and NamasteVapes.com which combined represent less than 7 per cent of Namaste's current gross revenue, both of which are currently operating at a net loss. Due to the political uncertainty surrounding the legalization of cannabis in the U.S., Namaste's management has deemed it appropriate to shift its focus to legal cannabis markets and management believes that the company will be better aligned with its long-term interests by divesting its U.S. operations. Management also feels it is prudent to divest these assets in preparation for the legalization of both medical and recreational marijuana in Canada. This decision better aligns Namaste with many of its Canadian counterparts and will enable the company to capitalize on more accretive opportunities moving forward.

Under the terms of the agreement, Namaste will, through its wholly owned subsidiary, Namaste Technologies Holdings Inc., in consideration of a cash purchase price of $400,000 (U.S.), convey to ESC the following:

All authorized and issued shares of Dollinger U.S.;

NamasteVapes.com and Everyonedoesit.com domains;

All banking, merchant and services accounts;

Five employees of Dollinger U.S.;

One real estate lease held under Dollinger U.S.

Payment of $100,000 (U.S.) will be received on closing, with the balance of the purchase price being paid at a monthly rate of $25,000 (U.S.) until paid in full, with payments commencing on Jan. 1, 2018. Closing is expected to occur on or about Dec. 4, 2017.

Although many U.S. states have established some form of medical and/or recreational cannabis legalization, the U.S. federal government remains firm on its position regarding cannabis prohibition. Namaste feels this uncertainty may pose challenges in both the short and medium term and restrict growth opportunities in more progressive markets. Under the terms of this agreement, Namaste will retain all of its existing database of over 520,000 U.S. consumers, and intends on leveraging those data once U.S. federal legalization is in place.

Namaste believes that Canada is at the forefront of the industry for cannabis legalization and intends to leverage its expertise to become the country's leading on-line retailer for medical cannabis. By divesting itself of its U.S. assets and operations, Namaste intends to reposition its focus in an attempt to fuel efficiency and growth. Through its wholly owned subsidiary, Cannmart Inc., Namaste is near approval for a licence and plans to distribute medical cannabis through its on-line telemedicine app known as NamasteMD. Once approval is received, Namaste, through CannMart, will be able to leverage all of its e-commerce expertise, resources and technology to become Canada's leading e-commerce platform for medical cannabis sales. Namaste's management team intends to pursue similar opportunities in distribution of legal cannabis in other markets where the company has already established strong market share such as Australia and various countries in the European Union.

Conference call

Namaste will be holding a conference call at 8:30 a.m. on Wednesday, Nov. 29, 2017, to discuss and answer questions regarding the above news.

The call will be led by Namaste's chief executive officer, Sean Dollinger. In order to join the conference call, participants may dial the toll-free number below with the accompanying event passcode:

Participant event plus toll-free dial-in number: 844-862-1432

Participant event plus toll dial-in number: 702-495-1535

Event passcode: 3396668

Management commentary

Mr. Dollinger, president and CEO of Namaste, comments: "In light of recent trends, Namaste is extremely excited at the potential for additional growth opportunities in more progressive markets. As a result of this divestiture, Namaste believes it has set the stage to fully exploit any and all opportunities that present themselves within legalized marijuana markets globally. Our decision to divest these U.S. assets is strategic in nature and sets the stage for greater expansion of our e-commerce platform. Namaste believes its future success will be achieved through organic growth, in addition to forming strategic alliances. We also believe this divestiture will lead the company to profitability in a much shorter time frame."

About Namaste Technologies Inc.

Namaste is the largest on-line retailer for medical cannabis delivery systems globally. Namaste distributes vaporizers and smoking accessories through e-commerce sites in 26 countries and with five distribution hubs located around the world. Namaste has majority market share in Europe and Australia, with operations in the United Kingdom, United States, Canada and Germany, and has opened new supply channels into emerging markets including Brazil, Mexico and Chile.

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