Junaid Razvi Announces Indirect Acquisition of Units of Facedrive Inc.

MARKHAM, ON, March 2, 2022 /CNW/ - Junaid Razvi (the "Acquiror") announces that CAN Telecomm Solutions Inc. ("CAN Telecomm") acquired 4,531,250 common shares ("Common Shares") and 4,531,250 share purchase warrants ("Warrants") of Facedrive Inc. (the "Company") as a result of his subscription for 4,531,250 units of the Company ("Units") at a price of $0.64 per Unit, pursuant to a non-brokered private placement of the Company (the "Private Placement"). Each Unit consists of one Common Share and one Warrant, with each Warrant entitling the holder thereof to acquire one additional Common Share (a "Warrant Share") at a price of $0.80 per Warrant Share for a period of 36 months from the date of issuance, subject to customary adjustment provisions.

Following the Private Placement, on a non-diluted basis, the Acquiror owns 8,012,290 Common Shares, representing approximately 7.78% of the 103,007,319 issued and outstanding Common Shares of the Company and, on a partially-diluted basis (assuming exercise of the 4,531,250 Warrants acquired by the Acquiror pursuant to the Private Placement), the Acquiror owns 12,543,540 Common Shares, representing approximately 11.66% of the 107,538,569 issued and outstanding Common Shares of the Company. Separately, as at the date hereof (following the closing of the Private Placement), 2634107 Ontario Inc. ("263 Ontario") owns or exercises control or direction over 7,696,170 Common Shares, representing approximately 7.47% of the issued and outstanding Common Shares of the Company. The Acquiror holds a 33% interest in 263 Ontario and, pursuant to certain contractual arrangements, shares direction and control over the voting and disposition of the Common Shares held by 263 Ontario. For the purpose of insider reporting, the Acquiror has reported holding a beneficial interest in 2,565,390 Common Shares (2.68% pre-closing of the Private Placement and 2.49% post-closing of the Private Placement) representing 33% of the Common Shares held by 263 Ontario.

CAN Telecomm, a company controlled by the Acquiror, acquired the 4,531,250 Units from treasury pursuant to the Private Placement and the Acquiror acquired the Units for investment purposes. Depending on market conditions and other factors, the Acquiror may, from time to time, acquire additional securities of the Company, or continue to hold or dispose of some or all of the securities of the Company in the open market, by private agreement or otherwise.  

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") of the Canadian Securities Administrators in connection with the acquisition of the Common Shares and Warrants by the Acquiror, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report of the Acquiror will be available on the Company's issuer profile on SEDAR at www.sedar.com. A copy of the early warning report can also be obtained by contacting Mujir Muneeruddin (Exec. VP - M&A and Strategy, Chief Legal Officer and Director of the Company) at [phone]. 

For the purposes of NI 62-103, the address of the Acquiror is 10 Ramsgate Ct., Markham, ON, 13S 4R3 and the head office address of the Company is 44 East Beaver Creek, Unit 16, Richmond Hill, ON, L4B 1G8.

SOURCE Junaid Razvi