/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, March 28,
2022 /CNW/ - Facedrive Inc. ("Facedrive" or
the "Company") (TSXV: FD) (OTCQX: FDVRF), a Canadian
"people-and-planet first" tech ecosystem, is pleased to announce
that it is expecting its non-brokered private placement (the
"Private Placement") of units (the "Units") first
announced on March 25, 2022 (the
"Initial Announcement") to be oversubscribed based on strong
investor demand. As a result, the Company has decided to increase
the maximum size of the Private Placement to $17.5 million in aggregate gross proceeds,
consisting of up to 29,661,017 Units.
As per the Initial Announcement, each Unit will be priced at
$0.59 and will consist of one common
share in the capital of the Company (a "Share") and one
Share purchase warrant (a "Warrant"), with each Warrant
entitling the holder thereof to acquire one additional Share (a
"Warrant Share") at a price of $0.73 per Warrant Share for a period of 36 months
from the date of issuance (subject to customary adjustment
provisions).
"Investor demand for this placement has gone well beyond our
expectations in the first 48 hours and, as a result, we have
decided to upsize the offering from $15 to $17.5
million as the round has become oversubscribed," said
Suman Pushparajah, CEO and Director
at Facedrive. "We see this as a strong vote of confidence in
Management's execution of our vision. Our focus will now centre on
year-over-year revenue growth and expanded market share as a
pioneer technology platform focused on mobility, transportation and
logistics solutions for environmentally, socially and governance
(ESG) conscious individuals and enterprises. We believe that this
upsized offering puts us in a strong position to do just that."
The Company intends to use the net proceeds from the
Private Placement for general business development activities and
general working capital purposes.
The Private Placement will include a subscription from a certain
insider of the Company, thereby making the Private Placement a
"related party transaction" pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). However, the Private
Placement will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 since neither the
fair market value of the subject matter of the Private Placement,
nor the consideration paid, will exceed 25% of the Company's market
capitalization. No new insiders or control persons will be created
in connection with the closing of the Private Placement.
The closing of the Private Placement remains subject to
the approval of the TSXV. All securities that are issued
pursuant to the Private Placement will be subject to, among other
things, a hold period of four months and one day in accordance with
applicable Canadian securities laws.
About Facedrive
Facedrive is a multi-faceted "people-and-planet first" tech
ecosystem offering socially responsible services to local
communities with a strong commitment to doing business fairly,
equitably and sustainably. As part of this commitment, Facedrive's
vision is to fulfil its mandate through a number of services that
either leverage existing technologies of the Company or project
synergies with existing lines of business. Facedrive's service
offerings include: its (i) eco-friendly rideshare business,
Facedrive Rideshare; (ii) food delivery service, Facedrive Foods;
(iii) electric and hybrid vehicle subscription business, Steer;
(iv) contact-tracing and connected health technology services,
Facedrive Health; (v) e-commerce platform, Facedrive Marketplace;
and (vi) e-social platform, Facedrive Social.
Facedrive Rideshare was among the first to offer a wide variety
of environmentally and socially responsible solutions in the
Transportation as a Service (TaaS) space, planting thousands of
trees based on user consumption and offering choices between
electric, hybrid and conventional vehicles (including, more
recently, electric and hybrid vehicles on a subscription basis
through Steer). Facedrive Marketplace offers curated merchandise
typically created from sustainably sourced materials and linked to
social causes. Facedrive Foods offers contactless delivery of a
wide variety of foods right to consumers' doorsteps, with a focus
on doing so in a socially and environmentally-conscious manner.
Facedrive Social strives to keep people connected in a
physically-distanced world through its HiQ and other
e-socialization platforms that invite users to interact based on
common interests and by offering gamification and mutual community
support features. Facedrive Health strives to develop and offer
innovative technological solutions to the most acute health
challenges including its proprietary TraceSCAN wearable technology
for contact tracing. Facedrive envisions changing the ridesharing,
food delivery, e-commerce, social and health tech narratives for
the better, for everyone, and is currently operational in
Canada and the United States.
For more about Facedrive, visit www.facedrive.com.
Facedrive Inc.
100 Consilium Pl, Unit 104, Scarborough,
ON , Canada M1H 3E3
www.facedrive.com
Forward-Looking
Information
Certain information in this press release contains
forward-looking information, including with respect to Facedrive's
business, operations and condition, management's objectives,
strategies, beliefs and intentions, the completion of the Private
Placement, the anticipated timing of closing of the Private
Placement and the use of proceeds therefrom. This information is
based on management's reasonable assumptions and beliefs in light
of the information currently available to us and are made as of the
date of this press release. Actual results and the timing of events
may differ materially from those anticipated in the forward-looking
information as a result of various factors, including as a
result of a change in the trading price of the Shares and the TSXV
not providing its approval for the Private Placement. Information
regarding our expectations of future results, performance,
achievements, prospects or opportunities or the markets in which we
operate is forward-looking information. Statements containing
forward-looking information are not facts but instead represent
management's expectations, estimates and projections regarding
future events or circumstances. Many factors could cause our actual
results, level of activity, performance or achievements or future
events or developments to differ materially from those expressed or
implied by the forward-looking statements.
See "Forward-Looking Information" and "Risk Factors" in
Facedrive's Annual Management Discussion & Analysis (MD&A)
for the year ended December 31, 2020
(filed on SEDAR on April 30, 2021)
and its restated interim MD&A for the period ended September 30, 2021 (filed on SEDAR on
February 28, 2022) for a discussion
of the uncertainties, risks and assumptions associated with these
statements and other risks. Readers are urged to consider the
uncertainties, risks and assumptions carefully in evaluating the
forward-looking information and are cautioned not to place undue
reliance on such information. We have no intention and undertake no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable securities legislation and
regulatory requirements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Facedrive Inc.