Facedrive Inc. Announces Allocation of Non-Brokered Private Placement and Intention to Satisfy Consulting Fee With Shares

June 23, 2020

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

TORONTO–(BUSINESS WIRE)–#Facedrivegivesback–Facedrive Inc. (“Facedrive” or the “Company”) (TSXV: FD) today announces that further to its press release dated June 15, 2020, it has fully allocated its non-brokered private placement of common shares of the Company (the “Common Shares”), which is expected to result in aggregate gross proceeds of approximately $10,000,000 (the “Offering”). Each Common Share will be offered at a price of $9.00 per Common Share.

There will be no warrants issued pursuant to the Offering. Shares acquired by placee under the Offering will be subject to a four-month hold period from the date of the completion of the Offering.

Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the final approval of the TSX Venture Exchange (“TSXV”) and is expected to occur on or about June 29, 2020. The Offering received conditional approval from the TSXV on June 22, 2020. Proceeds of the Offering will be used for corporate overhead expenses for the next 12 months.

In connection with the Offering, the Company may pay a finder’s fee in respect of those certain persons wishing to participate in the Offering introduced to the Company by certain arm’s length parties. Company insiders have been allocated in aggregate a total of 55,556, shares as part of the Offering.

The Company also today announces that it has agreed to settle 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 is subject to the approval of the TSXV.

The Company entered into a “shares for services” consulting agreement (the “Consulting Agreement”) with Medtronics Online Solution Ltd. (“Medtronics”), pursuant to the provisions of the TSXV’s Policy 4.3. Pursuant to the Consulting Agreement, Medtronics has provided and performed marketing and strategic consulting services for and on behalf of Facedrive, including the design and implementation of marketing and promotional activities and assistance with the development of branding and marketing materials and sales materials.

The Common Shares issued pursuant to the Fee Payment will be subject to a lock-up arrangement for a period of twenty-seven (27) months commencing upon the date of issuance, with an initial 15% of the Common Shares being released 9 months after the issuance thereof and an additional 15% of the Common Shares being released every 3 months thereafter and all remaining Common Shares being released at the expiry of such 27 month period, subject to customary exceptions. Under the terms of the Consulting Agreement, Medtronics will receive a monthly consulting fee of 105,000 Common Shares. During the 7 months remaining on the term of the Consulting Agreement, Facedrive will disseminate a press release reflecting the number of Common Shares issued for each month to Medtronics. The Common Shares issuable in accordance with the Consulting Agreement are subject to TSXV acceptance.

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.

READER ADVISORY

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

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.