Imran Khan Files Early Warning Report in Respect of Facedrive Inc.

TORONTO, Sept. 13, 2021 /CNW/ - Mr. Imran Khan (the "Filer") announced today that on September 12, 2021, he has disposed of 8,405,875 common shares  ("Shares") in the capital of Facedrive Inc. (the "Issuer") registered in the name of ISRR Holdings Inc. ("ISRR") to a family trust (the "Family Trust") for estate planning purposes (the "Estate Planning Transfer"). The Estate Planning Transfer was completed by way of private transfer to the Family Trust in accordance with the terms and conditions of a Lock-Up Agreement between ISRR and the Issuer (the "Lock-Up Agreement"). The 8,405,875 Shares transferred to the Family Trust remain subject to the terms of the Lock-Up Agreement.  The trustee of the Family Trust has sole voting and dispositive power of the Shares and is not acting at the direction of, or acting jointly or in concert with, the Filer, ISRR or any of their affiliates. The Filer and his affiliates are not beneficiaries of the Family Trust.

Immediately prior to the completion of the Estate Planning Transfer, ISRR, a company controlled by the Filer, beneficially owned or exercised control or direction over 19,753,666 Shares, representing approximately 20.7% of the issued and outstanding Shares of the Issuer. Immediately following the completion of the Estate Planning Transfer, ISRR beneficially owns or exercises control or direction over 11,347,791 Shares, representing approximately 11.9% of the issued and outstanding Shares of the Issuer. Separately, as at the date of hereof, 2634107 Ontario Inc. ("263 Ontario") owned or exercised control or direction over 7,696,170    Shares, representing approximately 8.07% of the issued and outstanding Shares. The Filer holds a 33% interest in 263 Ontario and, pursuant to certain contractual arrangements, shares direction and control over the voting and disposition of the Shares held by 263 Ontario.

In aggregate, taking into account the Shares held by ISRR and 263 Ontario, the Filer has control or shared control over an aggregate of 19,043,961 Shares, representing approximately 19.98% of the issued and outstanding Shares. As a result, the Filer is no longer deemed to be a control person of the Issuer under applicable securities laws, is no longer required to file a Form 45-102F1 to sell additional Shares of the Issuer (including the Form 45-102F1 filed by the Filer on September 8, 2021 which is no longer required) and can immediately commence selling Shares held by the Filer and its affiliates that are not otherwise subject to a contractual lock-up agreement or escrow arrangement.

The Filer disposed of the Shares for estate planning purposes. The Filer intends to decrease his investment, directly or indirectly, in securities of the Issuer from time to time, depending on market conditions or any other relevant factors and subject to contractual lock-up periods and escrow arrangements.

This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with the securities regulatory authorities in each of the jurisdictions in which the Issuer is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report").

A copy of the Early Warning Report filed by the Filer in connection with this press release will be available under the Issuer's profile on the SEDAR website at www.sedar.com and can also be obtained by contacting the Filer at 416-204-1222.  The Issuer's head office is 44 East Beaver Creek Road, Unit 16, Richmond Hill, Ontario L4B 1G8. The Filer's address is 200 Consumers Road, Unit 212 North York, Ontario M2J 4R4.

SOURCE Imran Khan