Facedrive Provides Corporate Update
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).