Subject: TNM
Update to Early Warning Report In Respect of Facedrive Inc.
TORONTO, Oct. 7, 2021 /CNW/ - Mr. Sayan Navaratnam (the "Acquiror" or "Mr. Navaratnam") announced the sale (the "Sale") of a total of 2,475,400 common shares ("Shares") in the capital of Facedrive Inc. (the "Issuer") that were directly owned by and registered in the name of Malar Group Inc., a company 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 five days; specifically:
(i) | on September 30, 2021, Malar Group Inc. sold 415,000 shares at an average price of $1.33231; |
(ii) | on October 1, 2021, Malar Group Inc. sold 300,000 shares at an average price of $1.30458; |
(iii) | on October 4, 2021, Malar Group Inc. sold 525,000 shares at an average price of $1.2143; |
(iv) | on October 5, 2021, Malar Group Inc. sold 627,700 shares at an average price of $1.21111; and |
(v) | on October 6, 2021, Malar Group Inc. sold 607,700 shares at an average price of $1.15633. |
The total proceeds from the Sale were $3,044,705.64.
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 September 30, 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 25,422,190 Shares, representing approximately 26.69% of the issued and outstanding Shares of the Issuer. In addition, as of September 30, 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 22,946,790 Shares, representing approximately 24.09% 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 7, 2021 were triggered as a result of Mr. Navaratnam's cumulative disposition of an amount of Shares equal to 2% or more of the Issuer's outstanding Shares as compared to the information provided in Mr. Navaratnam's prior early warning report that was filed on SEDAR on September 30, 2021.
As disclosed in the Sales Notice filed on September 8, 2021, Mr. Navaratnam proposed to sell up to 8,940,000 Shares. The Sales Notice expires on the earlier of:
(a) | thirty days after the date the Sales Notice was filed, and |
(b) | the date Mr. Navaratnam files the last of the insider reports reflecting the sale of all securities referred to in the Sales Notice. |
Mr. Navaratnam still proposes to sell up to an additional 2,057,000 Shares, which is the number of Shares that still remain available to be sold pursuant to the Sales Notice. 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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