Sean Dollinger Discusses Namaste Technologies Inc (CVE:N) Termination

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Midas Letter is provided as a source of information only, and is in no way to be construed as investment advice. James West, the author and publisher of the Midas Letter, is not authorized to provide investor advice, and provides this information only to readers who are interested in knowing what he is investing in and how he reaches such decisions.

Investing in emerging public companies involves a high degree of risk and investors in such companies could lose all their money. Always consult a duly accredited investment professional in your jurisdiction prior to making any investment decision.

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Sean Dollinger, Co-Founder and Former CEO of Namaste Technologies Inc (CVE:N) (OTCMKTS:NXTTF) (FRA:M5BQ) discusses the circumstances of his termination by the company’s Board of Directors. Dollinger explains that his termination was the result of a special committee led by Brandon Spikes and Laurens Feenstra. The committee was convened to investigate allegations made as part of a Citron Research short seller report released when Namaste was in the midst of a bought deal in the fall. Dollinger reveals the allegations were investigated by bodies such as the CSE, and no improprieties were found. Dollinger indicates the case is already being reviewed by the Ontario Superior Court.

Transcript:

James West:   We’re joined now by Sean Dollinger, founder of Namaste, Inc. Sean, welcome back.

Sean Dollinger:    Hey, thanks for having me on, James.

James West:   Sean, bit of a surprise, I’m going to say it – [laughter] – just a surprise, palace coup, I don’t know what you call it. The Board of Directors at Namaste has tried to terminate your contract. You’re initiating a legal response. I don’t want to jeopardize your legal response by asking the wrong thing, but first, let me just ask you: does the representations put out in the press release by the Board of Namaste as it currently stands, ex of you, is any of that accurate?

Sean Dollinger:    Well, let’s start off by going back to that it’s a special committee that went ahead and did this. Just for the record, obviously, as you said, I started this company from scratch with Kory Zelickson, who we co-founded this basically from my garage just five years ago, right? And you know, we’ve worked extremely hard, and over those years, we’ve put everything into it. And then this special committee obviously that was put together to make this decision, were two individuals, right? It’s basically Laurens Feenstra and Brandon Spikes, who joined the Board just last March.

But they haven’t really been involved with the day-to-day or understanding what this company is really all about. You know, like, for example, Branden Spikes, I’ve never even met him face to face. He was supposed to come in last Friday for the whole meeting and the interview to review all the findings, and he lost his passport while he was at the airport, and he doesn’t even come in for the meeting to meet face to face. And even our Board calls, the whole time on Board meetings, he would be busy, you know, doing other things.

And then Laurence, who works for Google, he was very busy over there. He’s working on their whole self-driving unit. So all of a sudden, they were brought into a situation that they’re not used to. They’ve only sat on one Board, ever, and that’s Namaste Technologies’ Board. So this is all new to them.

James West:   Okay. And how much of their money have they invested? How much shares in the company do they own?

Sean Dollinger:    They’ve never went ahead and invested in the company the whole time they’ve been Directors on the company. As well, their options are way out of the money. So essentially, they’ve been working for pretty much free.

James West:   I see. And how many shares, how much of the company do you have?

Sean Dollinger:    I have over 20 million shares in the company. I believe that works out to roughly 6 percent of the company, and yeah, you know, I’ve got everything invested in there.

James West:   Okay, so then, what is the – what about the allegations in the actual press release, the results of the special committee? I mean, if the special committee was appointed by just two individuals, and managed by two individuals who were absent from the business, I’m curious as to, you know, how is the flow of information to the auditor and the legal firm that was retained in that case, is decided?

Sean Dollinger:    Well, it’s very interesting that you ask that. So this is all based off a report that, I don’t know if you remember, we did a bought deal late in the fall for roughly $55 million. That was done by the investment bank, and these allegations by Andrew Left and Citron came out, and he’s known as a short seller, and he does a really good job at looking at things and then, obviously, putting a different spin on them, right? That then triggered this investigation.

James West:   This is the same guy who was suggesting Cronos at $13 before it shot up to $30.

Sean Dollinger:    Exactly. So basically, those allegations were then looked at, because we were in the middle of a bought deal, and I’m sure you could comment on how much goes into these bought deals, like how much work goes into them. So it didn’t happen after the bought deal or before the bought deal; during the bought deal, these allegations come out.

Not only did Gowlings, not only Castles & Brock, not only the Ontario Securities Commission, the BC Securities Commission, as well as the TSX Venture, they all dug really deep. They asked questions, questions went back and forth, and they found no problem, as we closed that finance.

So it’s basically, they’re looking at the facts the wrong way. There’s absolutely nothing that’s ever been done wrong.

James West:   Okay, so your legal challenge, without going into detail: are you interested in regaining control of the company and continuing to develop the company? I mean, I’m looking at the press release issued by the remaining Board that they’re seeking strategic alternatives, which is essentially equivalent of saying, We don’t have any idea what to do with this so we’re going to sell it. And if two people are not involved in the day-to-day, obviously have no understanding of what you’ve built with Kory, I just don’t understand how – I mean, don’t you have the biggest single block of shares, and you have a huge retail support. Is it your intention to sort of pursue a proxy fight for regaining the CEO?

Sean Dollinger:    I won’t comment on that, but we do have close friends and family, like, you see the way the company is, and I consider our shareholders our friends, right? That’s the relationship. So we know where over 100 million shares are. So you know, that’s definitely an opportunity there, an option.

You know, just to make sure everybody’s clear on this, it wasn’t a Board decision; it was two individuals who made up a special committee here, that decided for our thousands upon thousands of shareholders. We’ve got to remember, at the end of the day, this company was started two and a half years ago with a market cap of just $6 million.

James West:   On the public context.

Sean Dollinger:    On the public context. And you know, we’ve went higher than a billion, and we’re still sitting at $450 million with, you know, $60 million, $70 million cash in the bank and having a fantastic plan. So you know, this doesn’t really make sense, at the end of the day, and if they, you know, for your viewers and listeners, anybody who wants to go down to the Ontario Superior Court and again, they heard us in 48 hours from – 24 hours, because the release came out Monday; by Tuesday morning they were in front of the judge and he was actually reviewing this case. And that’s not only against Namaste Technologies; Laurens Feenstra and Brandon Spikes are both named in that, as well.

James West:   Okay. Well that’s really intriguing, and I wish you luck in your pursuit, and we’re going to have to leave it there for now.

Sean Dollinger:    We want the best for our shareholders and investors at the end of the day, and I will not stop till I’ve helped them out.

James West:   You bet. All right, Sean, thank you so much for joining us today.

Sean Dollinger:    Thank you.

Midas Letter is provided as a source of information only, and is in no way to be construed as investment advice. James West, the author and publisher of the Midas Letter, is not authorized to provide investor advice, and provides this information only to readers who are interested in knowing what he is investing in and how he reaches such decisions.

Investing in emerging public companies involves a high degree of risk and investors in such companies could lose all their money. Always consult a duly accredited investment professional in your jurisdiction prior to making any investment decision.

Midas Letter occasionally accepts fees for advertising and sponsorship from public companies featured on this site. James West and/or Midas Letter may also receive compensation from companies affiliated with companies featured on this site. James West and/or Midas Letter also invests in companies on this site and so readers should view all information on this site as biased.

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