Namaste Technologies Inc. (TSXV: N, FRA: M5BQ, OTC: NXTTF)
Ontario Superior Court of Justice, Court File No.: CV-18-00078184-00CP
This securities class action relates to the Defendants releasing core documents and making public statements containing misrepresentations by omitting material facts regarding Namaste’s divesture of Dollinger Enterprises US Inc. (Namaste’s U.S. division). The Plaintiff, personally and on behalf of the Class he seeks to represent, alleges that Namaste’s share price and value were artificially inflated after market-close on November 28, 2017, when Defendant Sean Dollinger on behalf of the Company, released a statement on SEDAR with a follow-up conference call pertaining to the supposed arm’s-length divestiture of Dollinger Enterprises US, Inc. to ESC Hughes Holding Limited (“ESC”) (now known as BKN Calla Investments), an alleged European based group of investors.
On October 4, 2018, the Plaintiff alleges that the first corrective disclosure was released revealing that ESC is, in fact, owned by Namaste’s Human Resources Manager, and highlighting the alleged accounting irregularities. The release of this first corrective disclosure caused the price for Namaste’s shares to drop 10% on the TSXV and Frankfurt stock Exchanges.
On October 16, 2018, investing website SeekingAlpha released the second corrective disclosure which identified that ESC had immediately transferred the assets of Dollinger Enterprises US Inc., which it had purchased for a mere $400,000, to Lifted Innovations Inc. (or Lifted Technology, Inc.) for 35 million shares, which within weeks increased in price by two thousand percent. The release of this second corrective disclosure caused the price for Namaste’s shares to drop 8% on the TSXV.
On November 20, 2019, the Canadian and US investors reached a settlement whereby they agreed to accept 100% of remaining directors and officers’ insurance.
Under Canadian provincial laws, the amount of damages recoverable from corporations is limited to 5% of its market capitalization. Morganti & Co. measured the 5% limit to be CAD $5.6 million. Albert Pelletier, the lawyer representing the shareholders, stated that, “A recovery of CAD $2.8 million represents a 50% recovery; and the best possible outcome for the class of shareholders. We believe that many shareholder class members are still investors in Namaste and, as such, they have a vested interest to see Namaste succeed.”
On November 29, 2019 the Honourable Justice Robert Smith of the Ontario Superior Court of justice approved the content and method of distribution of the Notice of Certification (the “First Notice”) and Opt-Out Form, and set the date after which Class Members are no longer permitted to opt-out of this action or object. A copy of the Order can be found here and a copy of the most recent version of the Statement of Claim can be found here.
A copy of the Notice of Certification can be found here:
To remove yourself from the Class, you must complete the Opt-Out Form available here. Your Opt-Out Form must be postmarked if sent by mail, or received if sent by e-mail or courier on or before February 21, 2020 at 5:00pm E.S.T. Otherwise you will be a part of the Class. Please note that after February 21, 2020, no further right to opt-out of this action will be provided.
To object to the proposed Settlement, you must submit an objection in writing in either English or French within the form described by the First Notice seen above. As with the process of Opting-Out, your objection must be postmarked if sent by mail, or received if sent by e-mail or courier on or before February 21, 2020 at 5:00pm E.S.T..
Settlement Approval Details
On March 2, 2020, the Honourable Justice Smith approved the Settlement Agreement and documents relating to it. These include the Notice of Settlement (the “Second Notice”), Plan of Allocation, and the Claim Form.
A copy of the Second Notice can be found here:
The Plan of Allocation approved by the Court establishes how investor losses are to be calculated for the purpose of distributing the settlement funds. A copy of the Plan of Allocation can be found here.
To receive compensation from the Settlement, you must complete a Claim Form using the online claims portal located here If you do not have access to the Internet, Claim Forms can also be submitted in hard copy in English, French or German. Please note that the Claims Bar Deadline is July 17, 2020. You must submit a completed Claim Form on or before July 17, 2020 in order to participate in the Settlement.
Claim or Motion for Authorization issued: October 19, 2018
Class Period: November 29, 2017 to and including October 3, 2018 or October 15, 2018
Motion Record in Support for Statutory Claim Due: November 29, 2020
Shareholders’ Canadian Counsel: Andrew Morganti and Albert Pelletier, Morganti & Co.
Corporate Defendants’ Canadian Counsel: Linda Fuerst, Norton Rose Fulbright, and Susan Kushneryk, Hansell McLaughlin Advisory Group