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I think I see Green Captain port side.
Sounds like an excellent plan. I love the company and extraction/medicine will be where the most money is imo. I am a greedy idiot so I will wait.
It was released yesterday from Sedar. Some good DD there on your part. Try saying you are welcome first.
I don't blame you all. Anything in the 3 dollar range is a stellar buy. Imo this could be a hundred dollar stock 5 - 10 years from now. I am waiting, salivating till a massive made up, global crisis is at large. We're almost there. Just need a little icing on the cake, or is it tears?
Usually the run is before the news.......We shall see.
3 weeks till tour =)
Don't blame ya. I sold half today for a loss and looking for a bump to sell the other half. I refuse to bag hold, especially on a pig like this one. I still do not believe they have 69 mil or so. The Cannmart sales were laughable Nov/Jan/Feb. It is what it is, on to the next trade. Agra and Kona bailed me out somewhat recently.
CORPORATE GOVERNANCE POLICIES
AND PROCEDURES MANUAL
January 1, 2019
Corporate Governance Overview and Guidelines Page 2
CORPORATE GOVERNANCE OVERVIEW AND GUIDELINES
I. Introduction
The Board of Directors of the Company has adopted these Corporate Governance Guidelines to assist
the Board in the exercise of its responsibilities. The Board may modify or make exceptions to the
Guidelines from time to time in its discretion and consistent with the duties and responsibilities owed to
the Company and its shareholders.
These policies apply assuming the Company is not listed on a stock exchange in the United States and
has voluntarily adopted these policies if still listed on the TSX Venture Exchange.
II. Director Responsibilities
(a) Oversee Management of the Company. The principal responsibility of the directors is to
oversee the management of the Company in the best interests of the Company and its
shareholders. This responsibility requires that the directors attend to the following:
i. review and approve on a regular basis, and as the need arises, fundamental
operating, financial, and other strategic corporate plans which take into account,
among other things, the opportunities and risks of the business;
ii. evaluate the performance of the Company, including the appropriate use of
corporate resources;
iii. evaluate the performance of, and oversee the progress and development of, senior
management and take appropriate action, such as promotion, change in
responsibility and termination;
iv. implement senior management succession plans;
v. evaluate the Company’s compensation programs;
vi. establish a corporate environment that promotes timely and effective disclosure
(including appropriate controls), fiscal accountability, high ethical standards and
compliance with applicable laws and industry and community standards;
vii. oversee the Company’s auditing and financial reporting functions;
viii. evaluate the Company’s systems and business to identify and manage the risks
faced by the Company;
ix. evaluate insurance programs and approve insurance policy limits;
x. review and decide upon material transactions and commitments;
xi. develop a corporate governance structure that allows and encourages the Board
to fulfill its responsibilities;
xii. provide assistance to the Company’s senior management, including guidance on
those matters that require Board involvement; and
xiii. evaluate the overall effectiveness of the Board and its committees.
(b) Exercise Business Judgment. In discharging their fiduciary duties of care, loyalty and
candour, directors are expected to exercise their business judgment to act in what they
reasonably and honestly believe to be the best interests of the Company and its
shareholders free from personal interests. In discharging their duties, the directors
normally are entitled to rely on the Company’s senior executives, other employees
Corporate Governance Overview and Guidelines Page 3
believed to be responsible, and its outside advisors, auditors and legal counsel, but also
should consider second opinions where circumstances warrant.
(c) Understand the Company and its Business. With the assistance of the Company,
directors are expected to become and remain informed about the Company and its
business, properties, risks and prospects.
(d) Establish Effective Systems. Directors are responsible for determining that effective
systems are in place for the periodic and timely reporting to the Board on important
matters concerning the Company. Directors should also provide for periodic reviews of
the integrity of the Company’s internal controls and management information systems.
(e) Protect Confidentiality and Proprietary Information. Directors are responsible for
establishing policies that are intended to protect the Company’s confidential and
proprietary information from unauthorized or inappropriate disclosure. Likewise, all
discussions and proceedings of the Board of Directors must be treated as strictly
confidential and privileged to preserve open discussions between directors and to protect
the confidentiality of Board discussions.
(f) Board, Committee and Shareholder Meetings. Directors are responsible for adequately
preparing for and attending Board meetings and meetings of committees on which they
serve. They must devote the time needed, and meet as frequently as necessary, to
properly discharge their responsibilities. Directors who reside in or near the city where
the Company holds a shareholders’ meeting are expected to make a reasonable effort
to attend such meeting.
(g) Indemnification. The directors are entitled to Company-provided indemnification through
corporate articles and by-laws, corporate statutes, indemnity agreements and, when
available on reasonable terms, directors’ and officers’ liability insurance.
III. Director Qualification Standards
(a) Independence. The Board will ensure that it has at all times at least the minimum number
of directors who meet applicable standards of director independence. For members of
the Audit and Risk Committee, director independence is to be determined in accordance
with those legal and stock exchange independence standards applicable to the
Company’s Audit and Risk Committee. For other purposes, the Board will, from time to
time, establish independence standards that (i) comply with applicable legal and stock
exchange requirements and (ii) are designed to ensure that the director does not have,
directly or indirectly, a financial, legal or other relationship that, in the Board’s judgment,
would reasonably interfere with the exercise of independent judgment in carrying out the
responsibilities of the director.
(b) Size and Skills of Board. The Board believes that a Board comprised of 6 to 10 members
is an appropriate size given the Company’s present circumstances. The Board also will
consider the competencies and skills that the Board, as a whole, should possess and the
competencies and skills of each director.
(c) Other Directorships. The Board does not believe that its members should be prohibited
or discouraged from serving on boards of other organizations, and the Board does not
propose any specific policies limiting such activities, providing they do not reduce a
director’s effectiveness or result in a continuing conflict of interest. However, the
Corporate Governance Overview and Guidelines Page 4
Nominating and Governance Committee should take into account the nature of and time
involved in a director’s service on other boards in evaluating the suitability of individual
directors and in making its recommendations.
(d) Tenure. The Board does not believe it should establish director term or age limits. Such
limits could result in the loss of directors who have been able to develop, over a period
of time, significant insight into the Company and its operations and an institutional
memory that benefits the Board as well as management. As an alternative to term and
age limits, the Nominating and Governance Committee will review each director’s
continuation on the Board annually. This will allow each director the opportunity to
confirm his or her desire to continue as a member of the Board and allow the Company
to replace directors where, upon recommendation of the Nominating and Governance
Committee, the Board makes a determination in that regard.
(e) Separation of the Offices of Chairman and CEO. The Board will select a Chairman of the
Board in a manner and upon the criteria that the Board deems appropriate at the time of
selection. The Board believes the offices of Chairman of the Board and CEO should not
be held by the same persons.
(f) Lead Director. At any time when the Chairman of the Board is not independent, the
independent directors will select an independent director to carry out the functions of a
lead director. This person will Chair regular meetings of the independent directors and
assume other responsibilities which the independent directors and the Board as a whole
have designated.
(g) Selection of New Director Candidates. Except where the Company is legally required by
contract, law or otherwise to provide third parties with the right to nominate directors, the
Nominating and Governance Committee will be responsible for (i) identifying individuals
qualified to become Board members, consistent with criteria approved by the Board, (ii)
recommending to the Board the persons to be nominated for election as directors at any
meeting of shareholders and (iii) recommending to the Board persons to be elected by
the Board to fill any vacancies on the Board. The Nominating and Governance
Committee’s recommendations will be considered by the plenary board but the
recommendations are not binding upon it.
(h) Extending the Invitation to a New Director Candidate to Join the Board. An invitation to
join the Board will be extended by the Chairman of the Board when authorized by the
Board.
(i) Majority Vote Policy. If the votes "for" the election of a director nominee at a meeting of
shareholders are fewer than the number voted "withhold", the nominee will submit his or
her resignation promptly after the meeting for the consideration of the Nominating and
Governance Committee. The Committee will make a recommendation to the Board of
Directors after reviewing the matter, and the Board will then decide within 90 days after
the date of the meeting of shareholders whether to accept or reject the resignation. The
Board will accept the resignation absent exceptional circumstances. The Board's
decision to accept or reject the resignation will be disclosed by way of a press release, a
copy of which will be sent to the Toronto Stock Exchange. If the Board does not accept
the resignation, the press release will fully state the reasons for the decision. The
nominee will not participate in any Committee or Board deliberations whether to accept
or reject the resignation. This policy does not apply in circumstances involving contested
director elections.
Corporate Governance Overview and Guidelines Page 5
IV. Board Meetings
(a) Selection of Agenda Items. The Chairman of the Board shall propose an agenda for each
Board meeting. Each Board member is free to request the inclusion of other agenda
items and is generally free to request at any Board meeting the consideration of subjects
that are not on the agenda for that meeting, although voting on matters so raised may be
deferred to another meeting to permit proper preparation for a vote on an unscheduled
matter (emergencies excepted).
(b) Frequency and Length of Meetings. The Chairman of the Board, in consultation with the
members of the Board, will normally determine the frequency and length of Board
meetings; however, the ultimate power in this regard rests with the plenary Board.
Special meetings may be called from time to time as required to address the needs of
the Company’s business.
(c) Advance Distribution of Materials. Information that is important to the Board’s
understanding of the business to be conducted at a Board or committee meeting will
normally be distributed in writing to the directors reasonably before the meeting (with a
goal of 3 calendar days) and directors should review these materials in advance of the
meeting. Certain items to be discussed at a Board or committee meeting may be of a
time-sensitive nature and the distribution of materials on these matters before the
meeting may not be practicable.
(d) Executive Session of Independent Directors. An executive session of independent
directors will be held following each meeting of the Board of Directors.
V. Board Committees
(a) Key Committees. The Board will at all times have an Audit Committee, a Compensation
Committee and a Nominating and Corporate Governance Committee. The Board may,
from time to time, establish or maintain additional committees or subcommittees as it
deems necessary. The Board may delegate any of its powers to committees of the Board,
except that it may not delegate the powers to fill Board vacancies, remove a director,
change the membership or fill vacancies in a Board Committee, or remove or appoint
officers who are appointed by the Board.
(b) Committee Charters. Each committee will have a charter that has been approved by the
Board. The committee charters will set forth the purposes, goals and responsibilities of
the committees. The Board will, from time to time as it deems appropriate, but at least
annually, review and reassess the adequacy of each charter and make appropriate
changes. Each charter must address those matters required by applicable laws and stock
exchange rules. The respective Committee charters are included in the appendices to
this Manual.
(c) Assignment of Committee Members. The Nominating and Governance Committee will
be responsible for recommending to the Board the persons to be appointed to each
committee of the Board. The Audit and Risk, Compensation and Nominating and
Governance Committees will have a minimum of three directors. Other committees shall
have at least one member or the minimum number of members required by applicable
law and the Company’s charter documents.
(d) Selection of Agenda Items. Each committee chairman, in consultation with the other
committee members, will develop the committee’s agenda.
Corporate Governance Overview and Guidelines Page 6
(e) Frequency of Committee Meetings. The chairman of each committee, in consultation with
the other committee members, will determine the frequency of the committee meetings
consistent with any requirements set forth in the committee’s charter. Special meetings
may be called by any member from time to time as required to address the needs of the
Company’s business and fulfill the responsibilities of the committees.
VI. Director’s Access to Management and Independent Advisors
(a) Access to Officers and Employees. All directors have, at all reasonable times and on
reasonable notice, full and free access to officers and employees of the Company. Any
meetings or contacts that a director wishes to initiate should normally be arranged
through the CEO or the CLO. The directors will use their judgment to ensure that any
such contact is not disruptive to the business operations of the Company. The directors
are normally expected to provide a copy or otherwise inform the CEO or CLO of any
communication between a director and an officer or employee of the Company.
(b) Access to Independent Advisors. The Board and each committee shall have the power
to hire and consult with independent legal, financial or other advisors for the benefit of
the Board or such committee, as they may deem necessary, without consulting or
obtaining the approval of any officer of the Company. Such independent advisors may
be the regular advisors to the Company. The Board or any such committee is
empowered, without further action by the Company, to cause the Company to pay the
appropriate compensation of such advisors as established by the Board or any such
committee.
VII. Director Compensation, Stock Ownership and Stock Trading
(a) Role of Board and Compensation Committee. The form and amount of director
compensation will be recommended by the Compensation Committee and approved by
the Board in accordance with the general principles set forth herein and in the
Compensation Committee Charter. The Compensation Committee will also conduct an
annual review of the compensation of the Company’s directors and make
recommendations to the Board.
(b) Form of Compensation. The Board believes that directors should be provided with
incentives to focus on long-term shareholder value. The Board believes that including
equity options as part of director compensation helps align the interests of directors with
those of the Company’s shareholders.
(c) Amount of Compensation. The Company seeks to attract exceptional talent to its Board.
Therefore, the Company’s policy is to compensate directors competitively relative to
comparable companies. The Company’s management will, from time to time, present a
report to the Compensation Committee comparing the Company’s director compensation
with that of comparable companies. The Board believes that it is appropriate for the
Chairman of the Board and the chairmen of the committees, if not members of
management, to receive additional compensation for their additional duties in these
positions. Directors who are also employees of the Company may receive additional
compensation for Board or committee service if they are not already compensated at full
industry rates in their capacities as employees.
(d) Compensation for Director Service by Company Employee While Serving on Other
Boards of Directors. When any employee of the Company serves as a director of another
company at the request of the Company or as the representative of the Company, that
Corporate Governance Overview and Guidelines Page 7
employee may not accept compensation from that other company for such service. If any
such compensation is nonetheless received, it shall be received on behalf of and paid
over to the Company.
(e) Director Stock Ownership. The Board believes that each director should acquire and hold
shares of Company stock in an amount that is meaningful to shareholders and
appropriate to each such director. Therefore, the Board, in consultation with each
director, will establish a target for stock ownership, including deferred share units, by
each director and a time period during which this target is to be met. In general, stock
and deferred share units having a value (measured by purchase price or basis of stock
and value of deferred share units at the time credited or market value, whichever is
greater) equal to three times annual base cash compensation is an appropriate level of
ownership, to be acquired over a period of not more than five years. The Board will
periodically review the targets to take into account market circumstances.
(f) Stock Trading. Prior to purchasing or selling shares of Company stock, directors must
advise the CEO, CFO or CLO so as to avoid trading at a time when there may be
undisclosed material information and so that Company Spokespersons will be aware of
such transactions and be able to respond to questions regarding changes in share
ownership from shareholders and others.
VIII. Director Orientation and Continuing Education
(a) Director Orientation. The Board and the Company’s senior management will conduct
orientation programs for new directors as soon as possible after their appointment as
directors. The orientation programs will include presentations by management to
familiarize new directors with the Company’s projects and strategic plans, its significant
financial, accounting and risk management issues, its compliance programs, its code of
business conduct and ethics, its principal officers, its internal and independent auditors
and its outside legal advisors. In addition, the orientation programs will include a review
of the Company’s expectations of its directors in terms of time and effort, a review of the
directors’ fiduciary duties and visits to Company headquarters and, to the extent practical,
the Company’s principal operating facilities.
(b) Continuing Education. To enable each director to better perform his or her duties and to
recognize and deal appropriately with issues that arise, the Company will provide the
directors with suggestions to undertake continuing director education, the cost of which
will be borne by the Company. The Company will periodically schedule site visits by
directors to the Company’s principal operating facilities.
(c) Board Reference Binder. The Nominating and Governance Committee shall oversee the
preparation of a Board Reference Binder which will include materials relevant to the
Company and its operations to enable each existing director to better perform his or her
duties, and to assist with the orientation of newly appointed directors.
IX. Management Evaluation and Succession and Executive Compensation
(a) Selection of CEO. The Board selects the Company’s CEO in the manner that it
determines to be in the best interests of the Company. The Board, together with the CEO,
Corporate Governance Overview and Guidelines Page 8
will develop a clear position description for the CEO. The board will also develop the
corporate goals and objectives that the CEO is responsible for meeting.
(b) Evaluation of Senior Management. The Compensation Committee will be responsible for
overseeing the evaluation of the performance of the CEO and other members of senior
management. The Compensation Committee will determine the nature and frequency of
the evaluation, supervise the conduct of the evaluation and prepare an assessment of
the performance of the CEO, to be discussed with the Board. The Board will review the
assessment to ensure that the CEO is providing the best leadership for the Company
over the long- and short-term. The Compensation Committee will also discuss with the
Board the recommendations of the CEO with regards to the compensation of the other
members of senior management.
(c) Succession of Senior Management. The Compensation Committee will be responsible
for overseeing an annual evaluation of senior management succession planning.
(d) Expectations of Senior Management. The Board will establish, and review on an annual
basis, its expectations for senior management generally.
(e) Executive Compensation. Compensation of the CEO must be determined, or
recommended to the Board for determination, by the Compensation Committee. The
CEO must not be present during voting or deliberations. Compensation for all other
members of senior management must be determined, or recommended to the Board for
determination, by the Compensation Committee.
X. Code of Ethics
The Board of Directors, on the recommendation of the Nominating and Governance Committee, will
adopt and maintain a Code of Ethics that will apply to the employees, officers and directors of the
Company. The Code of Ethics will meet the definition and coverage of a “code of ethics” as understood
under National Policy 58-201 and other applicable laws and regulations.
XI. Annual Performance Evaluation of the Board
The Nominating and Governance Committee will oversee an annual self-evaluation of the Board to
determine whether it and its committees are functioning effectively. The Nominating and Governance
Committee will determine the nature of the evaluation, supervise the conduct of the evaluation and
prepare an assessment of the Board’s performance. This evaluation will be discussed by the Board.
XII. Board Interaction with Shareholders, Institutional Investors, the Press, Customers,
etc.
The Board believes that the CEO and his or her designees should normally speak for the Company.
Individual Board members may, from time to time, meet or otherwise communicate with various
constituencies that are involved with the Company. However, it is expected that Board members would
do so with the knowledge of and, absent unusual circumstances, only at the request of the CEO.
The Board will give appropriate attention to written communications that are submitted by shareholders
and other interested parties, and will respond if and as appropriate. Absent unusual circumstances, the
Chairman of the Board monitors communications from shareholders and ot her interested parties, and
will provide copies or summaries of such communications to the other directors as he or she considers
appropriate.
XIII. Periodic Review of the Corporate Governance Guidelines
Corporate Governance Overview and Guidelines Page 9
The Board will, from time to time, with or without recommendations of the Nominating and Governance
Committee, review and reassess the adequacy of these Guidelines and consider any proposed
changes.
General: The Company will ensure that a current version of the Governance Manual, inclusive of the
Index, is posted on the Company’s Internal Internet sit
COMPENSATION COMMITTEE CHARTER
NAMASTE TECHNOLOGIES INC.
January 1, 2019
- 1 -
NAMASTE TECHNOLOGIES INC.
COMPENSATION COMMITTEE CHARTER
I. GENERAL
1. Purpose of the Committee
The purpose of the Compensation Committee (the “Committee”) is to assist the board of directors (the
“Board”) of Namaste Technologies Inc. (the “Company”) in overseeing compensation and succession
planning matters, including the Board’s responsibilities of:
(a) appointing, compensating and evaluating and planning for the succession of officers and
other senior management personnel of the Company;
(b) reviewing and determining executive compensation; and
(c) approving the Company’s annual compensation budget.
2. Authority of the Committee
(a) The Committee has the authority to delegate to individual members or subcommittees of
the Committee.
(b) The Committee has the authority to engage and compensate any outside advisor that it
determines to be necessary or advisable to permit it to carry out its duties. In engaging
an outside advisor, the Committee shall take into consideration annually the
independence factors specified by section 1.4 of National Instrument 52-110.
(c) The Committee shall be directly responsible for the appointment, compensation and
oversight of the work of any outside advisor retained by the Committee. The Company
must provide for appropriate funding, as determined by the Committee, for payment of
reasonable compensation to outside advisors retained by the Committee.
II. PROCEDURAL MATTERS
1. Composition
The Committee will be composed of a minimum of three members.
2. Member Qualifications
(a) Every Committee member must be a director of the Company.
(b) Every Committee member must be “independent” as defined under National Instrument
58-101 – Disclosure of Corporate Governance Practices.
3. Member Appointment and Removal
Members of the Committee will be appointed by the Board for such terms as the Board deems
appropriate and will hold office for such time or until they are removed by the Board or cease to be
directors of the Company.
- 2 -
If a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board on
the recommendation of the Corporate Governance and Nominating Committee, and will be filled by the
Board if the membership of the Committee falls below three directors.
4. Committee Structure and Operations
(a) Chair
The Board will appoint one member of the Committee to be the Chair of the Committee.
The Chair of the Committee may be removed at any time at the discretion of the Board.
If, in any year, the Board does not appoint a Chair, the incumbent Chair will continue in
office until a successor is appointed. Each successor to the Chair of the Committee will
be designated by the Board, having considered the recommendations of the Corporate
Governance and Nominating Committee, at least three months before the anticipated
date of retirement of the Chair of the Committee.
If the Chair of the Committee is absent from any meeting, the Committee will select one
of the other members of the Committee to preside at that meeting.
(b) Meetings
The Chair of the Committee will be responsible for developing and setting, in consultation
with other members of the Committee, the Board and senior management, the agenda
for Committee meetings, and determining the time, place and frequency of Committee
meetings.
(c) Notice
Notice of the time and place of every meeting will be given in writing to each member of
the Committee, the Chair of the Board and the Chief Executive Officer at least 72 hours
before the time fixed for that meeting.
(d) Quorum
A majority of the Committee will constitute a quorum. No business may be transacted by
the Committee except at a meeting of its members at which a quorum of the Committee
is present in person or by means of a telephonic, electronic or other communication
facility that permits all participants to communicate adequately with each other during the
meeting.
(e) Attendees
The Committee may invite any of the directors, officers and employees of the Company
and any advisors as it sees fit to attend meetings of the Committee and assist in the
discussion and consideration of matters relating to the Committee.
(f) Secretary
The Committee Chair will appoint a Secretary to the Committee who need not be a
director or officer of the Company.
- 3 -
(g) Records
Minutes of meetings of the Committee will be recorded and maintained by the Secretary
to the Committee and will be subsequently presented to the Committee for review and
approval.
(h) Liaison
The Chief Financial Officer will act as management liaison with the Committee.
5. Committee and Charter Review
The Committee will conduct an annual review and assessment of its performance, effectiveness and
contribution, including a review of its compliance with this Charter, in accordance with the process
developed by the Board. The Committee will conduct that review and assessment in such manner as it
deems appropriate and report the results to the Board.
The Committee will also review and assess the adequacy of this Charter on an annual basis, taking into
account all legislative and regulatory requirements applicable to the Committee, as well as any best
practice guidelines recommended by regulators, or any stock exchange on which the Company is listed
and will recommend any required or desirable changes to the Board.
6. Reporting to the Board
The Committee will regularly report to the Board on all significant matters it has considered and
addressed and with respect to such other matters that are within its responsibilities, including any
matters approved by the Committee or recommended by the Committee for approval by the Board. The
Committee will circulate to the Board copies of the minutes of each meeting held.
III. RESPONSIBILITIES
1. General
The Committee is responsible for:
(a) reviewing the Company’s overall compensation philosophy;
(b) addressing matters related to compensation of the Chief Executive Officer (the “CEO”);
(c) reviewing and making recommendations to the Board with respect to non-CEO officer
and director compensation, incentive-compensation plans and equity-based plans; and
(d) reviewing executive compensation disclosure before the Company publicly discloses this
information.
2. CEO Compensation
With respect to compensation of the CEO, the Committee is responsible for:
(a) reviewing and approving annually the corporate goals and objectives relevant to CEO
compensation;
- 4 -
(b) evaluating at least annually the CEO’s performance in light of those corporate goals and
objectives; and
(c) determining (or making recommendations to the Board with respect to) the CEO’s
compensation level based on this evaluation.
In setting corporate goals and objectives relevant to CEO compensation, the Committee will consider
both short-term and long-term compensation goals, including analysis of the short- and long-term tax,
accounting, cash flow and dilution implications of the compensation package. The Committee is also
responsible for reviewing and making recommendations to the Board regarding the position description
for the CEO.
The CEO cannot be present during any voting or deliberations by the Committee on his or her
compensation.
3. Annual Review of CEO Compensation
The Committee will annually review and assess the competitiveness and appropriateness of the
compensation package of the CEO. In conducting that review, the Committee will consider:
(a) the compensation package of the CEO for the prior year;
(b) the Committee’s evaluation of the performance of the CEO;
(c) the Company’s performance and relative shareholder return, as well as other key
measures of performance;
(d) whether the compensation package reflects an appropriate balance between salary and
incentive compensation, as well as the mix between short- and longer-term incentives to
improve performance of the Company;
(e) the competitiveness of the compensation package, including the value of similar
incentive awards and benefits such as pensions and supplementary executive retirement
plans, paid to equivalent officers at comparable companies;
(f) the impact of the level and form of awards on the Company and its shareholders from a
tax, accounting, cash flow and dilution perspective; and
(g) the awards given to the CEO.
4. Compensation of Senior Officers
With respect to compensation of senior officers, the Committee is responsible for:
(a) recommending the process and criteria to be used to evaluate the performance of senior
officers;
(b) reviewing and approving the performance evaluations of the Company’s senior officers;
and
(c) in consultation with the CEO, approving the individual compensation packages provided
to senior officers.
- 5 -
The Committee will consider all forms of remuneration when determining the level of compensation paid
to senior officers, including long-term incentives and benefits. The Committee will also consider
information regarding other companies, the nature of the Company’s business, the need to obtain
qualified individuals, short-term and long-term performance goals and actual performance and
shareholder returns and evaluations and compensation in previous years.
5. Compensation of Directors
The Committee will, on an annual basis:
(a) review the adequacy, amount and form of the compensation to be paid to each director;
(b) consider whether that compensation realistically reflects the time commitment,
responsibilities and risks of the directors; and
(c) make recommendations to the Board based on this review and analysis.
In making its recommendations, the Committee will also consider comparative data derived from a
survey of board compensation at other companies conducted annually and analyzed by an independent
consultant.
6. Incentive-Compensation Plans
With respect to incentive-compensation plans, the Committee is responsible for:
(a) making recommendations to the Board with respect to the adoption and amendment of
executive incentive-compensation plans; and
(b) approving all senior officer incentive bonus plans and all awards under those plans.
7. Equity-Based Plans
With respect to equity-based plans, the Committee is responsible for periodically reviewing and making
recommendations to the Board regarding equity-based compensation plans that the Company
establishes for, or makes available to, its employees and/or consultants, including the designation of
those who may participate in those plans, share and option availability under those plans and the
administration of share purchases under those plans.
In addition, the Committee will review periodically the extent to which these forms of compensation are
meeting their intended objectives, and will make recommendations to the Board regarding modifications
to more accurately relate that compensation to employee performance.
The Committee will conduct periodic reviews of the status of any equity-based plans, and submit
recommendations for Board consideration and approval with respect to any proposed material
amendments to, and any proposed grants (or changes to previous grants) under, those plans.
The Committee will make recommendations to the Board on share ownership guidelines for the CEO,
other executive officers and directors, and monitor compliance with such guidelines.
- 6 -
8. Risk Oversight and Mitigation
In fulfilling its responsibilities, the Committee will consider periodically, and at least annually, the
implications of the risks associated with the Company’s compensation policies and practices and will
adopt (or recommend the adoption of) practices to mitigate compensation policies and practices that
could encourage excessive risk-taking.
9. Disclosure
With respect to disclosure, the Committee is responsible for:
(a) obtaining advice on and tracking disclosure requirements related to executive
compensation disclosure;
(b) reviewing and discussing with management the executive compensation disclosure
information before the Company publicly discloses this information;
(c) in particular, reviewing the “Executive Compensation” and “Indebtedness” sections and
preparing the “Report on Executive Compensation” section of the management
information circular (or similarly captioned disclosure), and the “Compensation
Discussion and Analysis” section of the annual report (as applicable); and
(d) produce the compensation committee report on executive officer compensation to be
included in the Company’s proxy statement or annual report, if applicable.
10. Succession Planning
The Committee will develop and recommend to the Board for approval a CEO or officer succession
plan. Such succession plan shall be reviewed periodically by the Committee. The Committee shall
develop and evaluate potential candidates for CEO or executive positions and recommend to the Board
any changes to, and any candidates for succession under, such succession plan.
CODE OF BUSINESS CONDUCT AND ETHICS
NAMASTE TECHNOLOGIES INC.
January 1, 2019
- 1 -
NAMASTE TECHNOLOGIES INC.
CODE OF BUSINESS CONDUCT AND ETHICS
I. GENERAL
1. Purpose of the Code
The board of directors (the “Board”) of Namaste Technologies Inc. (the “Company”) has adopted this
Code of Business Conduct and Ethics (the “Code”), which is designed to provide guidance on the
conduct of the Company’s business in accordance with high ethical standards. As a public company,
the Company must not only conduct, but must also be seen to conduct, its business in accordance with
such high ethical standards. The Code constitutes written standards that are reasonably designed to
promote integrity, to deter wrongdoing and to address, at a minimum, the fundamental principles set out
below.
2. Application of the Code
The Code applies to all directors, officers and employees of the Company and its subsidiaries (who are
referred to collectively as “Company Personnel”) and operates in all countries in which the Company
and its subsidiaries conduct business. Company Personnel are required to be familiar with and adhere
to the Code. Suppliers and partners are also expected to adhere to the Code when dealing with the
Company.
3. Monitoring Compliance
The Board is ultimately responsible for monitoring compliance with the Code. The Board has delegated
this responsibility to the Corporate Governance and Nominating Committee.
4. Waivers from the Code
A waiver of the Code will be granted only in exceptional circumstances. Any waivers from the Code that
are granted for the benefit of the Company’s directors or executive officers will be granted by the Board
only. Any waiver of the Code for executive officers or directors must be disclosed pursuant to applicable
securities laws, which disclosure may require the filing of a current report or the inclusion of such
information in the Company’s next annual report.
II. FUNDAMENTAL PRINCIPLES
1. Conflicts of Interest
Company Personnel must act honestly and in good faith, with a view to the best interests of the
Company. Company Personnel must avoid situations involving a conflict or the potential for a conflict or
the appearance of a conflict between their personal interests and the interests of the Company.
The following are specific conflicts that may arise in the course of carrying out the Company’s business:
(a) Outside Business Interests
Company Personnel are free to take on employment and other activities outside of their
work responsibilities with the Company. However, in doing so, Company Personnel must
- 2 -
ensure that any “outside” activities do not present a real or perceived conflict with the
interests of the Company or with their duties as Company Personnel.
(b) Public Statements
Before publicly expressing views on matters that relate to the Company, Company
Personnel should discuss the information with the Chief Executive Officer. Company
Personnel must not claim to speak on behalf of the Company without prior authorization.
Reference should be made to the Corporate Disclosure Policy.
(c) Outside Directorships
Company Personnel are free to take on directorships; however, Company Personnel
must be aware of any potential for conflicts with the interests of the Company.
(d) Financial Interests in Suppliers, Contractors or Competitors
Any proposed affiliation between Company Personnel and any entity that has a
relationship with the Company is subject to review by the Board.
(e) Obtaining a Personal Loan or Guarantee from the Company
Company Personnel who are directors or officers may not accept, whether directly or
indirectly, any loan or guarantee of obligations from the Company for personal benefit.
Company Personnel who are not directors or officers may receive loans from the
Company in certain circumstances, provided that those loans do not, or do not appear
to, create conflicts of interest or otherwise constitute improper benefits.
(f) Hiring Relatives of Current Company Personnel
The hiring of relatives of any Company Personnel is prohibited without the prior consent
of management.
(g) Giving and Receiving Gifts
Company Personnel are prohibited from soliciting or receiving any gift, loan, reward or
benefit from a supplier or customer in exchange for any decision, act or omission by any
Company Personnel in the course of carrying out their functions, with the exception that
directors and executive officers may occasionally give or receive small gifts as tokens of
appreciation, provided:
(i) it is not a cash gift;
(ii) it is consistent with customary business practices;
(iii) it is not excessive in value;
(iv) it does not violate any laws; and
(v) it does not violate any internal Company policy.
- 3 -
Similarly, Company Personnel should not try to influence the decisions of a supplier or
customer by giving gifts.
(h) Director and Officer Conflicts of Interest
Each director or officer of the Company who has an interest in a material contract or
material transaction, whether made or proposed, with the Company will disclose the
nature and extent of that interest in the manner, at the time and in the circumstances
required by the Business Corporations Act (British Columbia) and any other applicable
laws. A director making that disclosure will, among other things:
(i) abstain from voting on any resolution to approve the contract or transaction if
prohibited from voting under the Business Corporations Act (British Columbia);
and
(ii) if abstaining from voting on the contract or transaction, excuse himself or herself
from all Board or Board committee deliberations in respect of the contract or
transaction.
2. Protection and Proper Use of Corporate Assets and Opportunities
(a) Use of Company Assets
All Company Personnel must handle the physical and intellectual assets of the Company
with integrity and with due regard to the interests of all of the Company’s stakeholders.
Such assets should be used only for legitimate business purposes. Any suspected
incident of fraud or theft should be reported for investigation immediately. Unauthorized
use or distribution of the intellectual assets of the Company is prohibited and could also
be illegal and result in civil or criminal penalties.
(b) Corporate Property and Opportunities
Company Personnel cannot appropriate a corporate opportunity or corporate property,
arising out of their relationship with the Company, for their own personal benefit.
(c) Corporate Transactions
Company Personnel must have authorization to enter into business transactions on
behalf of the Company.
(d) Accounting
All corporate transactions must be accounted for in the Company’s books. Records must
not be manipulated or destroyed for the purpose of impeding or obstructing any
investigation undertaken by the Company or a governmental body.
(e) Audits
No action will be taken to fraudulently influence or mislead anyone engaged in the
performance of an audit of the Company’s financial statements.
- 4 -
(f) Corporate Disclosure Policy
All Company Personnel are required to comply with the Corporate Disclosure Policy.
(g) Use of Email and Internet
Email and Internet systems are provided primarily for business use. Personal use of
these resources should be kept to a minimum. As email may not be entirely secure,
Company Personnel must exercise caution and etiquette when sending email
correspondence.
3. Confidentiality of Corporate Information
(a) Meaning of Confidential Information
Confidential information is any information relating to the Company that is not known to
the general public and includes, without limitation, business research, market plans,
strategic objectives, unpublished financial information, customer, supplier and personnel
lists and all intellectual property, including trade secrets, software, trademarks,
copyrights and patents.
(b) Release of Confidential Information
Confidential information may not be given or released without proper authority and
appropriate protection to anyone not employed by the Company. Company Personnel
are prohibited from discussing, disclosing or using any confidential information for their
own personal purposes without prior consent of an executive officer. In addition,
confidential information should only be disclosed to other Company Personnel on a
“need to know” basis.
Notwithstanding the foregoing, nothing contained in the Code shall limit the ability of
Company Personnel, including any consultants, to file a charge or complaint with a
governmental agency in the United States and communicate with any such agency or
otherwise participate in any investigation or proceeding that may be conducted by any
such agency, including by providing documents or other information in connection
therewith, without notice to the Company.
(c) Insider Trading
Company Personnel are prohibited from trading or encouraging others to trade in the
securities of the Company when in possession of material non-public information.
Company Personnel are prohibited by Canadian and United States securities laws from
insider trading and tipping.
(d) Personal Information
Personal information, as it relates to Company Personnel, including medical and benefits
information, is only to be released to non-Company individuals after receiving prior
permission from the affected Company Personnel, except if the information will be used
to verify employment or to satisfy legitimate legal requirements.
- 5 -
4. Fair Dealing
(a) Competitor’s Information
Company Personnel will not undertake any activities that could reasonably be expected
to result in an unreasonable restraint of trade, unfair trade practice or any other
anticompetitive behaviour in violation of any law. However, in the normal course of
business, it is not unusual for Company Personnel to acquire information about other
organizations. In doing so, Company Personnel must not use illegal means to acquire a
competitor’s trade secrets or other confidential information.
(b) Competition Laws
Company Personnel are expected to be sensitive to situations in which competition law
issues may exist and to comply with all competition laws that apply in all countries in
which the Company and its subsidiaries carry on business. When participating in joint
ventures and industry associations involving competitors, Company Personnel must limit
communication to that reasonably required for the legitimate business purposes of the
arrangement.
(c) Harassment
The Company undertakes to deal fairly with all Company Personnel, customers and
suppliers. There is a “no tolerance” policy in place for any form of discrimination or
harassment against any individual, including Company Personnel, customers and
suppliers, with respect to race, religion, age, gender, marital and family status, sexual
orientation, ethnic or national origin or disability or any other grounds enumerated in
applicable human rights legislation.
5. Policy to Prevent the Corruption of Public Officials
Both Canada and the United States have laws making it illegal to corrupt officials of foreign governments
or to engage in certain related acts. In Canada, the law is entitled Corruption of Foreign Public Officials
Act and in the United States the law is entitled Foreign Corrupt Practices Act
- 6 -
Company. For this reason, you should assume that any action of any company and joint
venture in which the Company has a significant interest, including the actions of the
employees and agents of such other company and joint venture, will be attributable to
the Company.
(b) Prohibition.
The laws and this policy prohibit offering or providing money or anything of value for the
personal benefit of any “Public Official.” For purposes of this policy, Public Official means
(i) any government official or any official of a public international organization (such as
the International Monetary Fund, regional development banks or other multilateral
organizations) or (ii) any political party or its officials or any political candidate for the
purpose of: influencing that official in the exercise of his or her duties (or non-exercise of
those duties); having any such person influence government activity; or otherwise
securing an improper advantage for the purpose of aiding the Company in obtaining,
retaining or directing business. The laws and this policy may be violated if the Company
knows, or if it should have been obvious to the Company, that the payments were made
for an illegal purpose.
The laws and this policy also apply to indirect payments, i.e., where the Company offers
or provides money or anything of value to any person with the knowledge that the person
will make a payment to a Public Official for such a prohibited purpose.
The laws and this policy also prohibit the possession of property or proceeds from
property known to have been obtained as a result of the bribery of a Public Official or to
“launder” (i.e., deal with intent to conceal) property or proceeds from property obtained
as a result of the bribery of a Public Official.
Government-owned corporations and other instrumentalities are generally treated as if
they are governments, and their employees, officers and directors are treated as
government officials.
(c) Facilitating Payments.
“Facilitating payments” are payments made to expedite routine governmental action that
does not involve obtaining, retaining or directing business. Example include payments to
(i) secure processing of papers such as visas, work orders and permits, (ii) induce
customs officials to process legally transmitted goods, (iii) obtain police protection, (iv)
obtain installation and maintenance of utility connections, and (v) induce minor
government functionaries (government employees without discretionary authority over a
project or transaction) to complete their jobs in the manner required and where the
situation does not involve the securing of business. Effective in 2013, the law of Canada
prohibits facilitating payments to foreign Public Officials. For this reason, the policy of the
Company is that no facilitating payments may be made to any Public Official, foreign or
domestic.
(d) Exceptions to Prohibitions.
There are three exceptions to the laws and this policy:
? It is an affirmative defence if it can be shown that the payment was legal under
the written laws and regulations of the country. As an example, in some foreign
- 7 -
countries, the Company may be required by law to hire as an agent a national of
that country who also is connected to the government of that country in some way
or other.
? It also is an affirmative defence if it can be shown that the payment was a
reimbursement of travel, lodging and other reasonable and bona fide expenses
directly related to the business promotion, demonstration or explanation of the
Company’s business, or the execution or performance of a contract with the
government. As an example, payment of the travel expenses of a government
official to visit one of our distribution centres, as a part of an effort to promote the
Company in that country, would fit into this category.
? Unconditional gifts having nominal value, when made openly and as a social
amenity, or as a token of esteem, regard or gratitude in accordance with local
custom, generally will not be regarded as a bribe.
(e) Company Policy.
The Company’s policy is firm and unconditional. Under no circumstances will the
Company ever pay a bribe to a Public Official. If you are ever solicited for such a bribe,
or if you become aware of any instance where any Company employee, officer, director,
agent or representative of the Company or its subsidiaries or its joint ventures proposes
to offer such a bribe or is otherwise involved in such illegal activity, you are to report the
matter to your immediate superior, or directly to the CEO or CFO of the Company. Any
employee, officer, director, agent or representative who participates in any scheme to
pay such an illegal bribe will be terminated immediately.
With respect to payments that fall within the exceptions noted above:
? No payment that would otherwise be an illegal bribe may be made on the basis
that it is legal under the written laws and regulations of the foreign country without
the prior written approval of the CEO.
? No payment that would otherwise be an illegal bribe may be made on the basis
that it is a reimbursement of travel, lodging or other reasonable and bona fide
expenses directly related to the business promotion, demonstration or
explanation of the Company’s business or the execution or performance of a
contract with the government without the prior written approval of the CEO.
? With respect to unconditional gifts of nominal value made openly and as a social
amenity, or as a token of esteem, regard or gratitude in accordance with local
custom, the CEO will establish a monetary limit on the value of any such gift. Any
gifts with a value in excess of that limit must be approved in advance by the CEO.
(f) Accounting Requirements.
The Company and its affiliated companies and joint ventures must:
? Keep financial records which, in reasonable detail, accurately and fairly reflect
transactions; and
- 8 -
? Maintain a system of internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management
authorization, (ii) transactions are properly recorded as needed to permit
preparation of financial statements and to maintain accountability for assets, (iii)
all assets are recorded on the books of the Company and access to assets is only
permitted in accordance with management authorization, and (iv) periodic
auditing is done at reasonable intervals and action is taken to resolve
discrepancies.
As an example, the accounting provisions require that the Company properly record all
payments and prohibit their characterization in some other form. The accounting
provisions also prohibit the Company from maintaining off-record cash “slush” funds or
cash that may be accessed without senior management authorization.
6. Compliance with Laws, Rules and Regulations
(a) Company Policies
All Company Personnel must comply with all Company policies.
(b) Compliance with Laws
All Company Personnel, in discharging their duties, must comply with all the laws and
regulations of the countries in which the Company and its subsidiaries carry on business.
(c) Knowledge of Laws
All Company Personnel are charged with the responsibility for acquiring sufficient
knowledge of the laws involved in each area relating to their particular duties.
(d) Dealings with Public Officials
Company Personnel are prohibited from making payments or giving gifts to a public
official in any country in which the Company and its subsidiaries operate, in order to
obtain a business advantage.
7. Reporting of Any Illegal or Unethical Behaviour
(a) Compliance and Reporting
Company Personnel are each responsible for being aware of, understanding and
complying with the Code when making business decisions. Company Personnel must
promptly report any problems or concerns and any actual or potential violation of the
Code. To do otherwise will be viewed as condoning a violation of the Code.
(b) No Reprisal
There will be no reprisal or other action taken against any Company Personnel who, in
good faith, bring forward concerns about actual or potential violations of laws or the Code.
Anyone engaging in any form of retaliatory conduct will be subject to disciplinary action,
which may include termination.
- 9 -
(c) Process
Company Personnel should first raise a complaint or concern with his or her supervisor.
If that is not possible for some reason or if this does not resolve the matter, Company
Personnel must take the matter up the chain of management within the Company.
Ultimately, unresolved complaints and concerns should be referred to the Chief
Executive Officer who will treat all disclosures in confidence and will involve only those
individuals who need to be involved in order to conduct an investigation. If a complaint
regarding accounting, internal accounting controls or auditing matters or a concern
regarding questionable accounting or auditing matters is not effectively addressed after
being raised internally, then that complaint or concern should be referred to the Chair of
the Audit Committee. Company Personnel are expected to cooperate in any internal
investigation of misconduct.
(d) Public Complaints
Company Personnel who receive complaints from a member of the public, including
complaints regarding accounting, internal accounting controls or auditing matters, should
advise the complainant to raise those complaints with the Chief Executive Officer.
(e) Accounting Complaints
Company Personnel or members of the public wishing to refer a complaint regarding
accounting, internal accounting controls or auditing matters or a concern regarding
questionable accounting or auditing matters to the Chair of the Audit Committee on a
confidential and anonymous basis may do so in writing. The complaint or concern should
be specified in detail in a letter, which should be delivered to the chairman of the Board
in a sealed envelope marked “Confidential—For the Chair of the Audit Committee”. The
Chairman of the Board will forward the sealed envelope to the Chair of the Audit
Committee.
8. Consequences of Violating the Code
Failure to comply with the Code will be considered by the Company to be a very serious matter.
Depending on the nature and severity of the violation, disciplinary action may be taken by the Company,
up to and including termination. In addition, the Company may make claims for reimbursement of losses
or damages and/or the Company may refer the matter to the authorities. Anyone who fails to report a
violation upon discovery or otherwise condones the violation of the Code may also be subject to
disciplinary action.
- 1 -
APPENDIX 1
BOARD DELEGATON POLICY
MATTERS REQUIRING BOARD APPROVAL (NON-DELEGATION POLICY)
This Policy identifies items that must be approved by the Board or a committee of the Board and are not
delegated to management without Board approval. A general overriding consideration is that the
directors are required under law to manage, or supervise the management of, the business and affairs
of the Company. Accordingly, even if an action might fall outside these guidelines, management should
consider whether the matter, nevertheless, should be referred to the Board for consideration.
The following is a list of items that officers must refer to the Board, or an appropriate committee thereof,
for consideration. Under these guidelines, the “Threshold Amount” is equal to $2,000,000 and an “Out
of Budget Transaction” is a transaction that exceeds the Threshold Amount and that is not otherwise
already part of the Company’s approved operating budget.
1. The approval of annual corporate budgets.
2. The approval of all financial information and other disclosure documents that are required by
law to be approved by the Board before they are released to the public.
3. Allotment of any securities. This includes shares, options, warrants or other convertible or debt
securities, and the payment of a commission to any person as consideration for purchasing
securities of the Company or providing purchasers for any such securities. Securities may be
issued by executive officers where previously allotted by the Board (e.g. exercise of previously
allotted options and warrants).
4. Entering into transactions of a fundamental nature such as amalgamations, mergers and
material acquisitions or dispositions.
5. Agreeing to redeem, purchase or otherwise acquire any of the Company’s shares.
6. Entering into any agreement or commitment to acquire or dispose of assets that are material to
the Company including, but not limited to, those that are an Out of Budget Transaction.
7. Entering into, or making a material modification of, any agreement or commitment to become
liable for any indebtedness, including the granting of a guarantee or similar standby obligation,
if (a) the amount of such indebtedness is an Out of Budget Transaction or (b) any assets of the
Company are made subject to a security interest in an Out of Budget Transaction.
8. Committing to making any capital expenditure which is an Out of Budget Transaction.
9. Entering into any contract, agreement or commitment out of the ordinary course of business if
such agreement involves a commitment of financial resources which exceeds the Threshold
Amount.
- 2 -
10. Adoption of hedging policies.
11. Approval of insurance policy limits.
12. Entering into any agreement with an officer, director or 10% shareholder of the Company or
any parent or subsidiary of the Company outside of the ordinary course of business.
13. Terminating, suspending or significantly modifying any material business activity or business
strategy of the Company.
14. Undertaking a new business activity that requires an allocation of resources that exceed the
Threshold Amount.
15. Making any material change to a business or strategic plan that has been approved by the
Board.
16. Initiating or settling any legal proceeding involving a payment that may exceed the Threshold
Amount.
17. Employing or terminating the Company’s independent auditor.
18. Hiring or terminating the employment, or determining the compensation, of any person who is
an executive officer of the Company.
19. Offering any material employment or consulting terms to any individual or entity which are not
customary for the Company. This determination is to be made by reference to terms of
employment or consultancy that have generally been offered to other employees or
consultants in similar positions or with similar status.
20. The approval of a request by the CEO or the CFO of the Company to serve on the board of
another entity, other than not-for-profit entities or family businesses that in no material way
compete with the Company or do any material business with the Company.
21. Any other matter specified by the Board as requiring its prior approval.
- 1 -
APPENDIX 2
RELATED PARTY INVESTMENT PROTOCOL
I. PURPOSE
The purpose of this Protocol is to establish a procedure to manage investments by the Company in
circumstances involving a Related Party.
II. PROCESS AND ADMINISTRATION
(a) If management identifies a potential investment in a Related Party, the matter will be
presented to the Lead Director.
(b) The Lead Director will consult with members of management who are independent of the
transaction (“Independent Management Personnel”) and the independent directors and
will establish a Special Committee of independent directors to review the potential
investment. The Special Committee will appoint a chairman of the Special Committee.
(c) The Special Committee may perform due diligence with respect to the potential
investment, and may use the services of Independent Management Personnel and/or
outside advisors. The Special Committee is empowered, without further action by the
Board, to cause the Company to pay appropriate compensation to outside advisors
engaged by the Committee.
(d) If the Special Committee determines that it is appropriate to proceed to negotiate the
terms of an investment, the Special Committee will establish parameters for Independent
Management Personnel and outside advisors in negotiating arms’ length terms of any
transaction. A good indicator of arms’ length terms is whether the proposed terms are
comparable to those applicable to an unrelated party transaction.
(e) Any negotiated investment terms will be presented to the directors who do not have an
interest in the transaction for their approval or disapproval.
(f) The Lead Director and the members of the Special Committee will be compensated for
their services in connection with the investment in amounts determined by the directors
who do not have an interest in the transaction. They also will be reimbursed for expenses
reasonably incurred in connection with their services. The Special Committee is
empowered, without further action by the Board, to cause the Company to pay such
compensation and expense reimbursement.
Agra up on a very messy sector day.
Some sort of idea where Namaste wants to go with the business would be enlightening =)
USD. So far right on track. Just needs to drop 20 - 25% which is viable over a Summer. Before it was unthinkable and nuts. Now it's in the ballpark.
Why wouldn't they release some sort of PR about what they are going to do moving forward as a business? They had around 20 different avenues they supposedly were developing last year but I don't see any of it coming to fruition. Anyways, I really don't care.
I don't get this company. It had all year to have one solid PR ready for the financials weekend which took them all year! And nothing...........What are they doing? It could of been anything. It didn't even have to be an agreementor anything stellar. Just anything, like ehhh, what the company's plan is for the remainder of the year with their supposed 68'ish mil in cash.
Fear and manipulation.
Gap down incoming
All we need now is one decent PR
I'm shocked it says they have 69 million left. On various occasions Sean said yes or nodded his head when the interviewer said 30 - 50 mil. He himself quoted figures in the 50's last year. I guess he really didn't know how much money they had. He even mentioned that board members had no idea about what was going on with different aspects of the business so it makes sense I guess.
Anyways, 69 mil is great news, ehh? Now they need sales. I guess a bump up is coming and then a bull trap going back to .55 or a straight shot to 1.80??? Lol, can never tell with this company. It reacts so violently when it decides to move.
2.10 - 2.35
It's out!!!! Check Sedar!!
78 mil in cash
117 mil in assets
23.75 mil revenue past 15 months
I guess 7.7 mil for the quarter they are reporting in gross revenue. They have done this before where they wait and post the PR Friday night so you have the whole weekend itching to buy. No reason to release them during a terrible market day. So far new management have been flawless. We should know in a couple of hours.
Lol, fibonacci is subjective. How is math subjective? Please........I want to hear you explain how basic math is "subjective" Does that mean that sometimes 2 + 2 = 4? Or ya know, just sometimes because ya know, it's subjective. What?? Do you read the nonsense you write?
But they're not. Only very few use "only" technical analysis for buying and selling. Ehhh, that's why it works "for the most part." Must you contradict me on every board I post?
See how they closed at 3.98? That is so tactful and manipulated. They do that on purpose to break psychological number barriers like 1 dollar, 2 dollar., 3 dollar, etc. I see the games these market makers play penny flipping and stacking the ASK with fake orders. I watch them all day try to end days on stocks at .9 .09 .99 so the day can start under an even large appearing number.
No doubt. Must of my money will funnel into this stock. I will be aiming for 15k shares at first which I believe one day could potentially be a 1.5 million dollar payday within 10 years with some good ole fashion luck.
Most of my stock holdings will be going to MEDIF and one or two other extraction plays when the time is right. I see a company you can actually go long with Medipharm. Only a few of these rag tag companies in the entire sector that I feel that way about. The shorts get their bounty. I stopped trying to fight it. If I see a massive short position on a stock I take notice. The short also "ALWAYS" happens during a flurry of fantastic news. That's why it's the short! It's meant to deceive you.
Of course. 2.75 - 2.80 range is 50% off the highs which is an extremely normal haircut for companies that have been doing finance deals. It also happens to be the old highs with massive support, which will form the new lows. New lows are the old highs. It is extremely basic stuff and looks very possible and/or probable. Throw in the time of the year(Summer) and the fact it has ran 550% within 6 months and there is another massive signal.
Now lets do a little fibonnaci. It ran from 1 dollar(make ya hollar) to 5.50. That's 4.50 in gains. Now let's half that(50%). That's 2.25. Now take that 2.25 off of 5.50 and we have a 3.25 share price on a 50% fibonacci retracement. So a .618% retracement would bring it right around 3 bucks. So............I see a 2.75 - 3.00 possible entry point within 2 months. I only buy stock on sale. Thank, thank you. I'll be here all week.
Wait for 2.75. The short has just started. Still have all Summer. This is just the start.
Guess I am out of my mind.
Lol, it's going to show a record quarter(7.5mil+), a record December(4mil) and all without mj sales. I'm not sure what you're talking about. Stop spreading nonsense.
They sure do wait till the last minute. Pretty suspenseful. I'm wondering what PR bomb they drop unrelated to the financials. They haven't released nothing concrete in quite some time. I'm sure they have a big one up their sleeve. So far new management as been cool as a cucumber. I wonder if they will be very vocal, very soon now.
I'm talking 1 - 2 months from now, not day to day. Somewhere this Summer I believe I will get 2.75. If I don't, oh well.
It will show 7.5 mil or more. It won't show much mj sales but it will show a stellar quarter on vapes. We all know the numbers from the 420 videos. Should move the sp somewhat.
A halfway decent earnings and 1 mediocre piece of news and this will skyrocket. It won't take much.
Yup I'm in at .67. Something is going on. This stock has sneakily went from like .39 to .70 and my Inspector gadget watch went off. Also I pulled up a chart and it looks like we are right at the end off the cup from a cup and handle pattern. This sucker is hitting 1.00 it looks like soon. Volume spike will confirm this if so.
Yea, you can't look at negative stuff like that. When my account is down in any shape or form I NEVER ever look at it, the totals, the main page, the portfolio, nada, nothing, zilch. That is absolute torture on your soul and will ruin your whole weekends. I did it for years. No mas.
I only look at my junk when it's looking real good. I'm thinking of buying again if or when it hits .23usd. Trying to free up 20k shares worth. The last run from .29 to .39 was a poor mans annual paycheck couple weeks ago for me. I always average down bro. I would consider you from not looking at your current position and opening up a completely different position.
Heck I have multiple Etrade accounts just for that purpose. Put the stinker in the closet and let it stew and open up a new account with a new position. Doesn't a .27 average share price position sound good? Even if it is for a small amount, profit is profit. Like I have 100k shares now at an average of .342. That's 34k invested. I am scrabbling like mad to try to eek out 20k more shares at an average of say .23.Whatever you can get in at primo prices I say go for it. If you're dead broke that's fine. It is awesome on the job experience of how to handle this exact situation that will happen every 3 months for the rest of your life.
You also have to disregard a lot of talk of how much pot costs. Like "I can get my weed that is so great for this much per gram babble" It's all nonsense and irrelevant. Why? Because of the medical market. Ya know how it costs 3000 to ride in an ambulance and 100 dollars for an aspirin? Medical weed is where the money is and always has been. It will shift to extraction soon too which will then overtake flower imo, but that's a completely different topic. Export laws also have loosened up and will continue to. They will sell the weed to where they can make the most money. Remember, treat these stocks like the pigs they are. Wine em and dine them, but don't marry them.
This to me is the icing on the cake news. All we hear is about ICC this, ICC that. Almost sounded like a fake company meant to launder money somehow. The fact that a company like Wayland is involved in this whole scenario really gives a huge lift to legitimacy of Agraflora. For a while there I thought just about everyone of those ICC news releases were bs. Now they seem legitimate. I feel much more comfortable about my investment. Thoughts?