NAMASTE TECHNOLOGIES INC. SECURITIES
CANADIAN CLASS ACTION SETTLEMENT

Claims Bar Deadline is July 17, 2020 at 11:59 PM
The Administrator will not accept any Claim Forms after July 17, 2020 without authorization of the Court.

The purpose of these instructions is to summarize the requirements to file a successful Claim and to be deemed an “Authorized Claimant” under the terms and definitions pursuant to the Plan of Allocation and the Settlement Agreement. Both documents, and other important Court documents, are available under the Documents section of this claims administration portal. It is advisable to read these documents if you are considering filing a Claim Form.

If a Claimant fails to provide the Administrator the required calculations for their Maximum Entitlement and Supporting Documentation in an organized manner and clear format to allow the Administrator to readily determine the amount of the Claim and the adjudication of the Claim Form, the Administrator may exercise the right to reject the Claim Form in its entirety.

Namaste Technologies Securities:
Toronto (TSXV: N),
Frankfurt (FRANKFURT: M5BQ),
CUSIP (TSX/OTC etc.) 62987D108.
ISIN number for Frankfurt and other exchanges: CA62987D1087

All of the subject securities were issued on the TSX and then traded on other exchanges in Canada.

Please note that there is a similar Class Action based in the United States. This designated website and the enclosed claims administration pertains to the Canadian-based class action settlement.

Failure to fully comply with these instructions may result in the Rejection of your Claim Form.

Your Claim Form must be completed in the portal to qualify for compensation from the Net Settlement Fund and to be able to review the status of your Claim.

If your Claim has been designated as “Deficiency” in the portal, a Deficiency Notice will be sent within five business days of the date of Claim Determination.

CLAIM FORM INSTRUCTIONS

INDEX


HOW TO REGISTER FOR THE PORTAL

  1. Visit https://www.namastesecuritiesclassaction.ca/portal
  2. Click on REGISTER HERE (see below for image);
  3. Complete the Required Fields;
    PLEASE NOTE: If you DO NOT currently work as an Institutional Investor, Broker, Law firm, Mutual Funds, or Third-Party Claims Filing Firm, please only choose RETAIL INVESTOR.
  4. Once all required fields are complete, click REGISTER at the bottom of the page;
  5. Once you register, you will be sent an email containing a temporary individual password. Please check your junk/spam folder if you do not receive the email containing a temporary individual password in your inbox. If you do not receive this email, please click on the FORGOT YOUR PASSWORD button on the login screen. (see below for image)

UPDATE YOUR PASSWORD

We recommend you update your password immediately after logging into the portal for the first time. To do this:

  1. Click on CHANGE PASSWORD found under the black bar at the top of the page;
  2. Complete the form and press UPDATE.


HOW TO CREATE A NEW CLAIM FORM

  1. To complete a Claim Form, press on the “ADD CLAIM” icon at the top of the page. (see image below)
  2. Enter a name into Claimant - Beneficial Owner of Shares;
    (This is the name that will be printed on the cheque if you are deemed an Authorized Claimant to participate in the Distribution of the Net Settlement Fund.)
  3. Press save to continue or cancel to go back to the previous page.


HOW TO COMPLETE A CLAIM FORM

Once a Claim Form is created, the following screen will appear on the View Claims tab.

Click on Claim Form (above highlighted in yellow)
The Claim Form will load automatically.

You must complete the Claim Form in the portal to qualify for compensation from the Net Settlement Fund and to be able to review the status of your Claim.

Please note that there are three (3) sections of the Claim Form – Sections “A”, “B” and “C”;

You may be required to complete Section(s) “A”, “B” and/or “C” depending on when you disposed of your Qualified Shares to calculate your Maximum Entitlement;

Only complete the section(s) that apply based on when you disposed of your Qualified Shares that were acquired during the Class Period between November 29, 2017 to and including February 3, 2019 (using LIFO);

The electronic Claim Form in the claims administration portal will calculate the Maximum Entitlement automatically if you input the information correctly and have the correct information.

Please note "the ten-day volume-weighted average trading price" ($1.0918) for Namaste shares following the last public correction on February 4, 2019 – which is February 4, 2019 to and including February 15, 2019 has already been calculated and inserted for Claimants and embedded into the formulas in the Claim Form.

Please have your supporting documentation – trade confirmations, investment statements or portfolio summary before starting the completion of the Claim Form.

The key information that is required to complete the Claim Form:

  1. Trade confirmation that you acquired your Qualified Shares during the Class Period (using LIFO);
  2. Trade confirmation when you disposed of your Qualified Shares (and ten days after the end of the Class Period) (using LIFO);
  3. The number of Qualified Shares you acquired during the Class Period (using LIFO);
  4. The Number of Qualified Shares you disposed of during the respective period (and ten days after the end of the Class Period) (using LIFO);
  5. Trade confirmation of the average price paid per share for those Qualified Shares (including any commissions paid);
  6. Trade confirmation of the average price received per share upon disposition of those Qualified Shares (including any commissions paid)
  7. Monthly investment statements or portfolio summary for Qualified Shares not disposed of when the Claim Form is submitted. For example, February to July 2020;

“Class Period” means the period from November 29, 2017 to and including February 3, 2019;

“LIFO” means the principle of last-in first-out, wherein securities are deemed to be sold in the opposite order that they were purchased (i.e. the last securities purchased are deemed to be the first sold);

“Maximum Entitlement” means an Authorized Claimant’s actual loss on Qualified Shares, as calculated pursuant to the formula set forth in the Claim Form;

“Qualified Shares” means Shares purchased or acquired during the Class Period and held until after the close of trading on any of October 3, 2018, October 15, 2018 or February 3, 2019, calculated using LIFO;

“Shares” means securities of Namaste that are or were listed for trading on the TSX (Toronto) or the FSE (Frankfurt);

“Supporting Documentation” means true copies of (i) all trade confirmation slips in respect of transactions in the Qualified Shares during the Class Period (and ten days after the end of the Class Period), or (ii) all monthly statements with information concerning transactions in the Qualified Shares during the Class Period (and ten days after the end of the Class Period);


SECTION A

For Qualified Shares disposed of on or before the 10th trading day after the last public correction (February 15, 2019). Therefore, Section “A” is only for shares disposed of (sold) between February 4, 2019 and February 15, 2019. Trade date applies (not settlement date);

  1. Insert the number of Qualified Shares disposed of (sold) between February 4, 2019 and February 15, 2019. Trade date applies (not settlement date);
  2. Insert the average price paid PER SHARE (including commissions) for the Qualified Shares in “A”;
  3. Insert the average price received PER SHARE (including commissions) for the Qualified Shares in “A”;
  4. The electronic Claim Form will calculate the difference between the average price paid for those Qualified Shares in “A” and the average price received upon disposition of those Qualified Shares in “A”;
  5. The electronic Claim Form will calculate the Net Loss automatically in box “E” if you input the information correctly and have the correct information;

If you made a Capital Gain on your shares, the Claim Form will show $0.00 in box “E”. Thus, these shares will not be computed into the Maximum Entitlement as there is no actual loss on Qualified Shares;


SECTION B

For Qualified Shares disposed of after the 10th trading day after the last public correction (February 15, 2019). Therefore, Section “B” is only for shares disposed of (sold) after February 15, 2019. Trade date applies (not settlement date);

Only one of the two calculations in Section “B” will be computed towards your Maximum Entitlement. Either Section “B” a. or Section “B” b;

The electronic Claim Form will calculate the Maximum Entitlement automatically if you input the information correctly and have the correct information;

You will be compensated from the Net Settlement Fund the lesser (lower payout amount) of your actual loss based upon the difference between the average price paid per share for those Qualified Shares (including any commissions paid in respect thereof) and the price received per share upon the disposition of those Qualified Shares (without deducting any commissions paid in respect of the disposition); and

An amount equal to the number of Qualified Shares disposed of (sold) multiplied by the difference between the average price paid per share for those Qualified Shares (including any commissions paid) and the ten-day volume-weighted average trading price ($1.0918) for those Qualified Shares following the last public correction on February 4, 2019;

Please note "the ten-day volume-weighted average trading price" ($1.0918) for Namaste shares following the last public correction on February 4, 2019 – which is February 4, 2019 to and including February 15, 2019 - has already been calculated and inserted for Claimants and embedded into the formulas in the Claim Form.

  1. Insert the number of Qualified Shares disposed of (sold) after February 15, 2019. Trade date applies (not settlement date);
  2. Insert the average price paid PER SHARE (including commissions) for the Qualified Shares in “F”;
  3. Insert the average price received PER SHARE (including commissions) for the Qualified Shares in “F”;
  4. The electronic Claim Form will calculate the difference between the average price paid for those Qualified shares in “F” and the average price received upon disposition of those Qualified Shares in “F”;
  5. The electronic Claim Form will calculate the Net Loss in box “J” automatically if you input the information correctly and have the correct information;


SECTION B – (b) b

This section will automatically calculate, once box “F”, “G” and “H” are completed in SECTION B – (b) a.

If you made a Capital Gain on your shares in Section B (b) a, the Claim Form will show $0.00 in box “J”. Thus, these shares will not be computed into the Maximum Entitlement as there is no actual loss on Qualified Shares;


SECTION C

For Qualified Shares not disposed (sold) of when the Claim Form is submitted. For example, February to July 2020. Therefore, Section “C” is only for shares NOT disposed of (sold) on the date you submit your Claim Form. Trade date applies (not settlement date);

  1. Insert the number of Qualified Shares not disposed (sold) of when the Claim Form is submitted. Trade date applies (not settlement date);
  2. Insert the average price paid PER SHARE (including commissions) for the Qualified Shares in “O”;
  3. The electronic Claim Form will calculate the Net Loss OR Net Gain in box “R” automatically if you input the information correctly and have the correct information;
  4. If you made a Capital Gain on your shares, the Claim Form will show $0.00 in box “R”. Thus, these shares will not be computed into the Maximum Entitlement as there is no actual loss on Qualified Shares;
  5. The electronic Claim Form will calculate the Maximum Entitlement in box “S” automatically if you input the information correctly and have the correct information;


HOW TO UPLOAD SUPPORTING DOCUMENTATION

Before you can save your Claim Form, your supporting documentation needs to be uploaded. The documentation should clearly show the dates the shares were purchased/acquired, as well as the dates the shares were disposed of. If the shares were not disposed of, upload the most recent statement showing the shares are still held.

  • Scroll to the section “Claim Documentation”, located near the bottom of the Claim Form page.
  • Click on “Select Files”
  • A browsing window will open, allowing you to select the files you wish to upload, and press “Open”.
  • Once the files have been successfully uploaded, the bar will turn green.
  • If the file type is not an acceptable file type, or the file is too large, the red bar will appear, indicating that the file did not successfully upload.


HOW TO SAVE YOUR CLAIM FORM

Once the Claim Form calculations are complete and supporting documentation is uploaded, read and acknowledge the declaration found just above the “Save” and “Cancel” buttons at the bottom of the Claim Form. Then press “Save”.

If your Claim Form has been successfully uploaded, the following message will display.


HOW TO EDIT A CLAIM FORM THAT’S ALREADY BEEN SAVED

There may be instances you will need to edit a Claim Form that’s already been entered and saved into the portal.

  • Click on ‘View Claims’ button at the top of the portal.
  • Click on the “Claim Form” button to the right side of the “Files” column. Please note: if you have more than one Claim Form entered, click on the “Claim Form” button in the same row of the Claim Form you’re wishing to edit.
  • Once the page loads, scroll to the bottom of the Claim Form page and click the orange box to allow for edits on the Claim Form.
  • Enter all updated information, and save. If you do not wish to change any information, click on “Cancel”


Pursuant to the Court approved Plan of Allocation

The Maximum Entitlement shall be calculated as follows:

  1. For Qualified Shares disposed of on or before the 10th trading day after the last public correction (February 15, 2019), the difference between the average price paid for those Qualified Shares (including any commissions paid in respect thereof) and the price received upon the disposition of those Qualified Shares (without deducting any commissions paid in respect of the disposition);
  2. For Qualified Shares disposed of after the 10th trading day after the last public correction (February 15, 2019), the lesser of:
    1. An amount equal to the difference between the average price paid for those Qualified Shares (including any commissions paid in respect thereof) and the price received upon the disposition of those Qualified Shares (without deducting any commissions paid in respect of the disposition); and
    2. An amount equal to the number of Qualified Shares disposed of by an Authorized Claimant, multiplied by the difference between the average price paid for those Qualified Shares (including any commissions paid in respect thereof determined on a per security basis) and the ten-day volume-weighted average trading price for those Qualified Shares following the last public correction on February 4, 2019.
  3. For Qualified Shares not disposed of when the Claim Form is submitted, an amount equal to the difference between the average price paid for those Qualified Shares (including any commissions paid in respect thereof) and the ten-day volume-weighted average trading price for those Qualified Shares following the last public correction on February 4, 2019.

THE ADMINISTRATOR

The Administrator shall have such powers and rights reasonably necessary to discharge its duties and obligations to implement and administer the Settlement Agreement and the Plan of Allocation in accordance with their terms, subject to the direction of the Court, including:

  1. the power to contact Claimants or their representatives to obtain more information about a claim and/or to audit claims;
  2. if the Administrator reasonably believes that a Claim contains intentional errors the effect of which if not corrected would increase the Distribution to be awarded to a Claimant, the Administrator may disallow the Claim in its entirety;
  3. if a Claimant fails to provide the Administrator the required calculations for their Maximum Entitlement and Supporting Documentation in an organized manner and clear format to allow the Administrator to readily determine the amount of the Claim and the adjudication of the Claim Form, the Administrator may exercise the right to reject the Claim Form in its entirety; and
  4. where a Claim Form contains minor omissions or errors, the Administrator may correct such omissions or errors if the information necessary to correct the omission or error is readily available to the Administrator.

The Administrator shall, wherever practical, develop, implement and operate an administration system utilizing web-based technology and other electronic systems for the following:

  1. Claim filing and document collection. Claimants must submit their Claims Forms electronically using the online claims administration portal.
  2. Class notification, as required. Once the Administrator determines that a Claimant is an Authorized Claimant, the respective number of his, her or its Qualified Shares and his, her or its Maximum Entitlement and Pro Rata Distribution from the Compensation Fund, the Administrator shall advise the Claimant of the Administrator’s decision by posting it on the Claimant’s online claim file.

DEFICIENCIES IN CLAIM FORM, CALCULATION OF MAXIMUM ENTITLEMENT AND SUPPORTING DOCUMENTATION

ENTITLEMENT AND SUPPORTING DOCUMENTATION

If practicable, providing any Claimant whose Claim Form is not properly completed or does not include some of the required Supporting Documentation, an opportunity to remedy the deficiency as stipulated in the Agreement;

In order to remedy any deficiency in the completion of a Claim Form, the Administrator may require and request that additional information be submitted by a Claimant who submits a Claim Form. Such Claimant shall have until the later of thirty (30) days from the date of the request from the Administrator or the Claims Bar Deadline to rectify the deficiency. Any person who does not respond to such a request for information within the thirty (30) day period shall be forever barred from receiving any payments pursuant to the Settlement, subject to any order of the Court, but will in all other respects be subject to, and bound by, the provisions of the Agreement and the releases contained therein;

The Administrator will not accept nor process any Claim Form that does not have the calculation of Maximum Entitlement completed and accompanied with the required Supporting Documentation;