Update to Early Warning Report In Respect of Facedrive Inc.
TORONTO, Oct. 12, 2021 /CNW/ - Mr. Sayan Navaratnam (the "Acquiror" or "Mr. Navaratnam") announced the sale (the "Sale") of a total of 1,642,200 common shares ("Shares") in the capital of Facedrive Inc. (the "Issuer") that were directly owned by and registered in the names of Malar Group Inc. and 2731568 Ontario Inc., which are both corporations that are owned and controlled by Mr. Navaratnam. The Sale was done through the facilities of the TSX Venture Exchange and/or alternative Canadian trading systems or marketplaces. Mr. Navaratnam's investment dealer was responsible for the specific execution and order processing of the transactions in accordance with the applicable marketplace rules. The Sale was completed over the period of two days; specifically:
- on October 7, 2021, Malar Group Inc. sold 1,042,200 Shares at an average price of $1.261;
- on October 8, 2021, Malar Group Inc. sold 450,000 Shares at an average price of $1.2189; and
- on October 8, 2021, 2731568 Ontario Inc. sold 150,000 Shares at an average price of $1.3118.
The total proceeds from the Sale were $2,059,489.20.
On September 8, 2021, Mr. Navaratnam filed on SEDAR a Form 45-102F1 - Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 - Resale of Securities (the "Sales Notice"). On October 7, 2021, being the date when Mr. Navaratnam issued and filed on SEDAR his latest prior press release and early warning report regarding the Issuer, Mr. Navaratnam (through Malar Group Inc. and 2731568 Ontario Inc.) beneficially owned and exercised control and direction over 22,946,790 Shares, representing approximately 24.09% of the issued and outstanding Shares of the Issuer. In addition, as of October 7, 2021, 2634107 Ontario Inc. owned or exercised control or direction over 7,696,170 Shares, representing approximately 8.08% of the issued and outstanding Shares. Mr. Navaratnam holds a 33% interest in 2634107 Ontario Inc. and, pursuant to certain contractual arrangements, shares direction and control over the voting and disposition of the Shares held by 2634107 Ontario Inc.
As a result of the Sale, Mr. Navaratnam (through Malar Group Inc. and 2731568 Ontario Inc.) now beneficially owns and exercises control and direction over 21,304,590 Shares, representing approximately 22.37% of the issued and outstanding Shares of the Issuer. In addition, as of today's date, 2634107 Ontario Inc. still owns and exercises control and direction over 7,696,170 Shares, representing approximately 8.08% of the issued and outstanding Shares. Mr. Navaratnam continues to holds a 33% interest in 2634107 Ontario Inc. and, pursuant to certain contractual arrangements, shares direction and control over the voting and disposition of the Shares held by 2634107 Ontario Inc.
This press release and Mr. Navaratnam's corresponding early warning report which is expected to be filed on SEDAR on October 12, 2021 were triggered as a result of a material change to the information provided in Mr. Navaratnam's early warning report dated and filed on SEDAR on October 7, 2021. The Sales Notice referred to in the early warning report dated October 7, 2021 expired at 11:59 PM on October 8, 2021 (being thirty days after the date the Sales Notice was filed). On October 12, 2021, Mr. Navaratnam filed a new Form 45-102F1 indicating that he intends to sell up to 4,898,205 Shares.
Accordingly, Mr. Navaratnam proposes to sell up to an additional 4,898,205 Shares. However, Mr. Navaratnam may also still increase or decrease his investment, directly or indirectly, in the securities of the Issuer from time to time, depending on market conditions or any other relevant factors. Mr. Navaratnam will file insider reports on SEDI and any required early warning reports and related press releases on SEDAR as may be required from time to time under applicable securities laws.
This press release is being issued pursuant to section 5.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids, which also requires a report (the "Early Warning Report") to be filed by the Acquiror 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 and the information required by section 3.1 of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which includes the information required by Form 62-103F1 - Required Disclosure under the Early Warning Requirements.
A copy of the Early Warning Report filed by the Acquiror in connection with this disposition will be available under the Issuer's profile on the SEDAR website at www.sedar.com.
Facedrive Inc.'s head office is located at 44 East Beaver Creek Road, Unit 16, Richmond Hill, Ontario, L4B 1G8 and the Shares are listed for trading on the TSX Venture Exchange under the symbol "FD".
Mr. Sayan Navaratnam
SOURCE Sayan Navaratnam

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