TORONTO, Sept. 24, 2019 /CNW/ - Sayan Navaratnam (the "Acquiror") announces that Malar Group Inc. ("Malar"), Connex Telecommunication Inc. ("Connex") and 2634107 Ontario Inc. ("263 Ontario") have acquired an aggregate of 3,752,596 common shares ("Acquired Shares") in the capital of Facedrive Inc. (the "Issuer") (formerly, High Mountain Capital Corporation), pursuant to the Issuer's Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange) whereby the Issuer and a private company (the "Private Company") (previously known as Facedrive Inc.) combined their respective businesses (the "Transaction"). In connection with the Transaction, the Private Company amalgamated with 2696170 Ontario Inc., a wholly-owned subsidiary of the Issuer, to form 5021780 Ontario Inc. and the Issuer changed its name from "High Mountain Capital Corporation" to "Facedrive Inc.".
The Acquired Shares represent approximately 41.6% of the outstanding common shares ("Common Shares") in the capital of the Issuer, and were acquired by Malar, Connex and 263 Ontario in exchange for their previously held class A and class B common shares (each a "Private Company Share") in the capital of the Private Company on the basis of 0.473538 Common Shares for every one Private Company Share held. Each Common Share was issued at a deemed price of $15.84 per Common Share.
Malar, a company controlled by the Acquirer, acquired 2,243,076 Common Shares pursuant to the Transaction (representing approximately 24.9% of the outstanding Common Shares). Connex, a company controlled by the Acquirer, acquired 739,903 Common Shares pursuant to the Transaction (representing approximately 8.2% of the outstanding Common Shares). 263 Ontario acquired 769,617 Common Shares (representing approximately 8.5% of the outstanding Common Shares). 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.
The Acquired Shares were acquired for investment purposes and the Acquiror does not have any current intention to increase or decrease their beneficial ownership or control or direction over any additional securities of the Issuer. The Acquired Shares are subject to certain escrow and lock-up arrangements as more particularly detailed in the Early Warning Report (as defined below).
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed 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 (the "Early Warning Report").
A copy of the Early Warning Report filed by the Acquiror in connection with this acquisition is available under the Issuer's profile on the SEDAR website at www.sedar.com and can also be obtained by contacting the Acquiror at (905) 944-6535.
SOURCE Sayan Navaratnam
For further information: Sayan Navaratnam, Acquiror at (905) 944-6535.