Facedrive Inc. (“Facedrive” or the “Company”) (TSXV:FD), (OTCQX:FDVRF), a Canadian “people-and-planet-first” tech ecosystem, is aware of certain allegations circulated concerning the Company’s long-term plans and is choosing to provide a general corporate update. The Company’s management team has always considered, and will continue to consider, all strategic transactions and possibilities from the perspective of determining what is in the best interests of the Company and its shareholders. Management currently has numerous strategic paths available to it that are under consideration. However, management has made no determination in respect of any of the potential paths nor has it presented any such alternatives to the Board.
Statement of Claim – ISRR Holdings and Imran Khan
The Company confirms that it has filed a statement of claim (the “Claim”) in the Superior Court of Justice of Ontario against Imran Khan ("Khan") and ISRR Holdings Inc. (“ISRR”) in relation to the defendants allegedly trading with knowledge of undisclosed information contrary to the insider trading prohibitions of s.76(1) of the Securities Act (Ontario). The Company is also alleging violation of a share lock up agreement.
In particular, Facedrive alleges – though the allegations have not yet been proven in court – that in the period of July 29, 2021 to August 21, 2021, Khan sold a total of 491,300 common shares of Facedrive and benefited from the sale in excess of $3.5 million with knowledge of material facts communicated to him on a confidential basis in the necessary course of business. In accordance with s.134(4) the Securities Act (Ontario), Facedrive’s claim seeks Khan and ISRR to be accountable to Facedrive for any benefit or advantage received as a result of the applicable transactions.
Restricted Stock Unit Plan
At the Company’s Annual General and Special Meeting of Shareholders held on August 26, 2021, the Company received disinterested shareholder approval (“Shareholder Approval”) for the Company’s Performance and Restricted Share Unit Plan (“PRSU Plan”) and the ratification of all restricted share units that have been granted since the Company’s inception. This approval was among the conditions of the TSX Venture Exchange (the “Exchange”) for its final approval as to the PRSU Plan. Having obtained the Shareholder Approval, the Company anticipates receiving final approval from the Exchange as the next step in implementing the PRSU Plan and thereafter the Company will settle the previously issued restricted share units under the PRSU Plan. The PRSU Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Company restricted share units and/or performance share units. The purpose of the PRSU Plan is to attract, retain and motivate employees, directors, officers and consultants of the Corporation by granting to them restricted share units and/or performance share units and encourage an alignment of interests as between such persons and the Company’s shareholders. The number of common shares issuable pursuant to the PRSU Plan cannot exceed 3,728,584 common shares. As of the today’s date, 680,447 restricted share units are currently issued and outstanding, which can vest into 680,447 common shares of the Company pursuant to the terms of its PRSU Plan. Full details about the PRSU Plan, the restricted share units that have been granted to date and the eligibility of the disinterested shareholders who voted on the resolutions are available in the Company’s Management Information Circular dated July 23, 2021 (which is available at www.sedar.com).
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 fulfill 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 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.
100 Consilium Pl, Unit 104, Scarborough, ON, Canada M1H 3E3
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 (for example, those related to (i) the present pursuit of Facedrive’s current business plans; (ii) Facedrive’s pursuit of the Statement of Claim, the remedy being pursued and the ability to prove the allegations and any damages and/or accountable gains or losses avoided by the defendants; and (iii) the implementation of the PRSU Plan and the Exchange’s final approval thereof) 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 Facedrive’s Annual Management Discussion & Analysis (MD&A) for the year ended December 31, 2020 (filed on SEDAR on April 30, 2021) and its interim MD&A for the period ended June 30, 2021 (filed on SEDAR on August 30, 2021) 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.