Namaste could be halted by the TSXV
Let us start by explaining to readers that in our 17 years of publishing, Citron has exposed more corporate fraud than any non-government agency in the world.
Q3 hedge fund letters, conference, scoops etc
Rarely in its history has Citron seen a fraud so blatant: for context, we honestly view Sean Dollinger as a walking securities violation. If Namaste was a US traded company it would be halted and Dollinger would probably face criminal charges.
Citron hopes that in the best interest of protecting investors, the TSXV halts trading until questions can be answered relating to direct fraud that is illustrated in this report. This will most certainly reach the hands of Namaste’s new auditors (which have joined at an odd time).
To keep this simple and to the point, lets go right into indefensible FRAUD #1
Fake claim of a Nasdaq Listing to get investors to buy the stock.
Mr. Dollinger has promised investors a Nasdaq listing and the simple takeaway that comes with it, a higher share price on the back of an up-listing.
In our previous report, we explained that the NASDAQ would laugh Dollinger out of the room given his seedy background and the company’s opaque finances. So what did Mr. Dollinger turn around and do… nothing crazy, just committed an act of securities fraud. A video is worth 2k words.
For those who don’t want to watch the video, here is a highlight from the transcript.
This video has since been taken down from Namaste’s 420 Weekly Updates on YouTube, but we have another link that remains live (source). This was not a casual lie or a random tweet, this was a full-on premeditated manipulation of public markets by lying to investors.
More important than the words are that it shows Dollinger’s lack of maturity and respect for securities law. Sorry Sean, you can’t fake it until you make it in this case.
IT GETS WORSE
Fraud #2: Undisclosed Related Party Sale with Proof
With the hope of obtaining the NADAQ listing on Nov 28, 2017, Namaste announced that it divested of its US assets, Dollinger Enterprises US Inc.
Citron asks, “Who in the world would want to buy a money hemorrhaging online vape business from Namaste?”
In a direct response to that simple question, Sean Dollinger replied:
“[Question:] and the buyers are arm’s length, are they? [Sean]: absolutely! It’s a group out of Europe” Sean Dollinger, Nov 28, 2017 Call
Namaste allegedly sold these assets for US$400k to ESC Hughes Holding Limited. The terms were $100k down and $25k a month (which we do have any record of being paid).
SMOKING GUN FOR FRAUD
A simple corporate search will illustrate that the purchaser is out of Ireland is not a third party, but rather none other than Namaste executive David Hughes.
Here is the signed version of the same document
http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePat h=COR%5C2018%5C0419%5C11995491.Tif&documentNumber=P16000017747
Namaste Executive (David Hughes) Bought Dollinger Enterprises. And just in case, you believe his name is a coincidence, you will see that the other signatory on the document is none other than is Paul Burns, the HR Manager at Namaste (LinkedIN).
Just to be clear, Dollinger said he sold this asset to an arm’s length party… but it was really sold to David Hughes who has been with Namaste since Feb 2015 (and Paul Burn who has been with Namaste since 2016) – can investors trust anything Dollinger says going forward?
Namaste has lied to its shareholders, Canadian Regulators, US Regulators; and most of all has attempted to hide US assets from the Justice Department in an attempt to obtain a US listing.
Citron’s theory makes this a criminal offense.
Could it be possible that Namaste gave away revenues of owning Dollinger but not the costs? In other words, could they be stealing money from the company?
In explaining the stated transaction from a financial viewpoint, Dollinger stated:
Yet, despite claims that Namaste removed the majority of its losses, Namaste somehow managed to pile up larger losses than the prior year.
With $2.6 million in inexplicable consulting fees, Citron believes that Namaste is paying out large sums of cash to what might be undisclosed related parties.
And just in case you say…NOOOO this can’t be our CEO who would do this…just remember this is the same guy who just three years ago raised money based on the underlying promise of guaranteed returns…the SEC would have nailed him for this but he was living in the Bahamas.
This is Just the Tip of the Iceberg
To keep the story simple, we have only disclosed two of the fraudulent activities we have seen at Namaste. But we have more.
Stay tuned for our next report where we discuss fraud at the Cannmart level and more fraudulent claims by management.
Neither the regulators and nor the new auditors can look past what has been exposed in this report.
We will forward our research to the new auditing firm to protect investors from any more deception. We cannot imagine Namaste passing an audit.
WHAT IS NAMASTE REALLY WORTH????
Investors disregard that despite the low share price, the market cap of Namaste is
$700 mil USD- the same value as the Vancouver Canucks.
Just a few weeks ago, the largest acquisition in the Vape space occurred as Turning Point Brands bought Vapor Group for $24 million.
Vapor Group did $48 million in revenue and $5 million in EBITDA.
Let’s pretend for a moment that there was no fraud at Namaste (tough to do)
Let us also pretend that Namaste was a breakeven (even though they lost $9 million last quarter)
Then here is what Namaste is worth based on the Vapor Group Transaction.
$0.26 cents is the answer (most of it being cash)
Read the full article here by Citron Research
