Facedrive Inc. Announces Closing of First Tranche of Non-Brokered Private Placement, Satisfaction of Consulting Fee with Shares and Provides Update Regarding Delay in Interim Financial Statements Due to COVID-19

June 29, 2020

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TORONTO–(BUSINESS WIRE)–#Facedrivegivesback—Facedrive Inc. (“Facedrive” or the “Company”) (TSXV: FD) today announces that the closing of the first tranche of its non-brokered private placement for 643,389 of common shares of the Company (the “Common Shares”) for aggregate gross proceeds of $5,790,501. Haywood Securities Inc. acted as a finder in respect of certain subscriptions and as compensation will receive a cash commission equal to $151,524.90. All Common Shares issued in the offering are subject to a hold period expiring on October 27, 2020 in accordance with applicable securities laws. The offering remains subject to final TSX Venture Exchange (“TSXV”) approval.

The first tranche closing is part of a larger non-brokered private placement transaction (the “Offering”) under which the Company proposed to raise up to approximately $10,000,000.00, pursuant to the issuance of Common Shares at a price of $9.00 per Common Share. Proceeds of the Offering will be used for corporate overhead expenses for the next 12 months.

The Company also today announces that further to the Company’s press release dated June 23, 2020 it has settled an outstanding consulting fee that was due on June 11, 2020 (the “Consulting Fee”) through the issuance of 800,000 Common Shares, representing an amount of $8,224,000.00 based on a deemed price of $10.28 per Common Share, being the five-day volume-weighted average price of the Common Shares as traded on the TSXV for the period ended June 11, 2020 (the “Fee Payment”). Completion of the Fee Payment was approved by the TSXV on June 23, 2020.

The Company announces that it wishes to provide an update with respect to its interim financial statements for the interim period ended March 31, 2020. The Company is relying upon the blanket relief program announced on March 18, 2020 (the “Blanket Order”) by the Canadian Securities Administrators (the “CSA”) extending deadlines to file financial statements and Management Discussion and Analysis (“MD&A”). The Company confirms that it is relying on the relief in the Blanket Order in respect of its interim financial statements and MD&A for the interim period ended March 31, 2020, which it intends to file on or before July 14, 2020. Until the Company has filed such financial statements and MD&A, insiders of the Company are subject to the Company’s share trading and black-out policy.

Other than as previously disclosed by the Company, there have been no material business developments since the date of the annual financial statements and MD&A that were filed by the Company on April 24, 2020.

About Facedrive

Facedrive is a multi-faceted “people-and-planet first” platform offering socially-responsible services to local communities with a strong commitment to doing business fairly, equitably and sustainably. Facedrive rideshare was the first to offer green transportation solutions in the TaaS space, planting thousands of trees and giving users a choice between EVs, hybrids and conventional vehicles. Facedrive Marketplace offers curated merchandise created from sustainably sourced materials. Facedrive Foods offers contactless deliveries of healthy foods right to consumers’ doorsteps. Facedrive Health develops innovative technological solutions to the most acute health challenges of the day. Facedrive is changing the ridesharing, food delivery, e-commerce and health tech narratives for the better, for everyone.

For more about Facedrive, visit www.facedrive.com.

Forward-Looking Statements

Certain information in this press release contains forward-looking information. 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. 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 the Corporation’s Filing Statement dated August 28, 2019 for a discussion of the uncertainties, risks and assumptions associated with these statements. 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 law.

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This press release is not for distribution to United States news services or for dissemination in the United States, and does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any State securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.