Namaste Enters Into Non-Binding LOI With CannMart, a Late Stage ACMPR Applicant - Seite 2

The ACMPR Application has completed the "security clearance" stage and is currently in the "review" stage of the licensing process. CannMart's proposed facility is a 4,000 sq. ft. industrial building located in Etobicoke, Ontario (the "Facility"). Pursuant to the LOI, the Company will assume all of the going forward liabilities and obligations of CannMart, including the remaining build-out costs needed to prepare the Facility for the final stages of the licensing process and the pre-licensing inspection.

Terms of the Contemplated Transaction

Upon execution of the LOI, Namaste paid $50,000 (the "Initial Payment") in cash to CannMart's counsel, to be held in trust and released upon closing of the Contemplated Transaction. If Namaste does not provide CannMart with notice of completion of its due diligence within 30 days of the execution of the LOI, the Initial Payment will become non-refundable. The parties anticipate signing a definitive agreement in mid-late April.

Consideration for the Contemplated Transaction will be satisfied with common shares in the capital of the Company. A portion of common shares of the Company will be issued on closing of the Contemplated Transaction, and the remaining common shares of the Company will be issued upon the occurrence of certain milestones. The share price shall be the five-day trailing volume weighted average price prior to the day on which the Company announces the Contemplated Transaction, subject to compliance with all stock exchange and regulatory requirements.

Clarus Securities Inc. is acting as financial advisor to Namaste in connection with the Contemplated Transaction.

Conditions to Closing

Closing of the Contemplated Transaction is subject to the following:

• Completion of a definitive share purchase agreement containing representations, warranties and covenants customary in a transaction of this nature;
• Completion of all financial and legal due diligence;
• Execution of an employment or consulting agreement with each of CannMart's existing team members for the purposes of the MMPR Application or longer;
• Receipt of all director and shareholder approvals, if necessary, and requisite regulatory approvals of each party relating to the Contemplated Transaction;
• Each of the current directors and officers of CannMart (other than as agreed to by Namaste) having delivered resignations and releases to CannMart; and
• Such other documentation and closing conditions as are customary for transactions similar to the Contemplated Transaction.

Management Commentary