Namaste Closes Acquisition of Australian Vaporizers - Seite 2

¹ Source: audited annual financial statements of Australian Vaporizers.

E-commerce stats2
Year ending June 30	Traffic	Conversion	Shipments	Order value AUD	Gross revenues AUD
2015	292,316	4.40%	12,856	199	2,554,251
2016	344,414	4.60%	15,830	196	3,107,640
HYI 2017	217,617	4.58%	9,975	195	1,945,001

The "bought deal" financing and issuance of new shares represents a 17% increase in total shares in Namaste, which makes the acquisition accretive.

² Source: internally prepared by the management of Australian Vaporizers.

Terms of the Transaction

Pursuant to the terms of the definitive agreement announced on February 24, 2017, Namaste has acquired all of the issued and outstanding shares of Australian Vaporizers. The purchase price was calculated as 1.0x 12-month trailing sales of AUD$5.0 million, plus the value of inventory acquired within six (6) months preceding the closing, and 50% of the value of the inventory acquired prior to six (6) months preceding the closing, less all liabilities and plus trade debt and cash.

Upon closing of the transaction, the Company provided an initial 75% of the purchase price in cash, being AUD$4,256,197.50 and 10% of the purchase price was satisfied with 1,988,182 common shares in the capital of the Company, based on the 20-day volume weighted average trading price upon signing of the definitive agreement. The remaining 15% of the consideration will be satisfied through an earn-out based on sales and integration milestones.