/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, April 8,
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 has closed its previously-announced non-brokered private
placement (the "Private Placement") on a fully-subscribed
basis. Pursuant to the Private Placement, the Company issued
29,661,016 units (the "Units"), at a subscription price of
$0.59 per Unit, for aggregate gross
proceeds to the Company of $17.5
million. As previously announced, each Unit consists of one
common share of the Company (a "Share") and one common share
purchase warrant (a "Warrant"), with each Warrant entitling
the holder to acquire one additional Share (a "Warrant
Share") at a price of $0.73 per
Warrant Share for a period of 36 months. As announced on
March 28, 2022, the Company decided
to upsize the Private Placement from $15
million to $17.5 million as a
result of strong investor interest and expected oversubscription,
which ended up materializing.
The Company intends to use the net proceeds from the issuance of
the Units for general business development activities and general
working capital purposes. Specifically, the Company expects the
Private Placement to help fuel the next stages of its growth plan,
including further expansion of Steer EV (its electric vehicle
subscription platform) and general operations, as well as a
sustained build-out of its technology core as a unified ESG
platform based on on-demand and subscription-based offerings.
"We are very excited to announce the closing of this private
placement, as we enter a new chapter of sustainable growth. We see
continued investor interest, evidenced by the oversubscribed nature
of this financing, as a strong validator of the market's confidence
in our vision, mission and strategy. Having achieved many crucial
operational milestones and our level of maturity, we are now – more
than ever – laser-focused on accelerated year-over-year revenue and
market share growth," said Suman
Pushparajah, CEO of Facedrive.
The Private Placement includes a subscription from a certain
insider of the Company and therefore, is considered a related party
transaction within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). Full details of this
transaction will be available on the System for Electronic
Disclosure by Insiders (SEDI) at: www.sedi.ca. The Private
Placement is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of the subject matter of the Private Placement, nor
the consideration paid, exceed 25% of the Company's market
capitalization. No additional insiders or related parties of the
Company participated in the Private Placement and no new insiders
or control persons were created in connection with the closing of
the Private Placement.
In connection with the closing of the Private Placement, a
certain arm's-length finder received $47,495 as a cash finder's commission.
Pursuant to applicable Canadian securities laws, all securities
issued pursuant to the Private Placement are subject to a hold
period of four months and one day, expiring on August 8, 2022. The Private Placement remains
subject to the final approval of the TSX Venture Exchange (the
"TSXV").
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 400, 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 (including, without limitation,
in regards to future revenue and market share), and the use of
proceeds from the Private Placement. 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 final 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 interim MD&A for the period ended September 30, 2021 (filed on SEDAR on
November 29, 2021) 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.