Facedrive Announces Upsize of Previously Announced Private Placement Due to Strong Demand and Support

/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.

Company Contact: Suman Pushparajah, [email protected]; Media Contact: Sana Srithas, [email protected], Tel: [phone]