Facedrive Provides Details on Change of Auditor Process

Facedrive Inc. (” Facedrive ” or the ” Company “) (TSXV: FD) (OTCQX: FDVRF) today filed on SEDAR its change of auditor reporting package pursuant to section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations (” NI 51-102 “).  The reporting package provides information about the resignation of Deloitte LLP (” Deloitte “) as the auditor of the Company.

As described in the reporting package, the Company confirms that:

1. the Company received a letter from Deloitte resigning effective September 22 , 2021.
2. Deloitte resigned on its own initiative.  Deloitte did not resign at the Company’s request.
3. The resignation of Deloitte was not considered or approved by the Company’s audit committee (” Audit Committee “) or board of directors in advance of the resignation.  The Company is in the process of interviewing and selecting a successor auditor from a number of qualified firms.
4. Deloitte was appointed on July 16, 2021 , as detailed in the Company’s Notice of Change of Auditor dated July 16 , 2021.  Deloitte began reviewing the Company’s consolidated interim financial statements for the quarter ended June 30, 2021 (the ” Q2 2021 Interim Financial Statements “) in early August 2021 at the Company’s request pursuant to an interim review engagement (the ” Interim Review Engagement “) but were unable to complete their work prior to the filing deadline of August 30 , 2021.  Once it became apparent, based on communications with Deloitte, that the Interim Review Engagement would require additional time beyond the allowable time for the filing of the Q2 2021 Interim Financial Statements, the Company determined to forego an auditors’ review of the Q2 2021 Interim Financial Statements and terminated the Interim Review Engagement with Deloitte.  Deloitte’s resignation as the auditors appointed by the Company for its 2021 fiscal year preceded the Company and Deloitte entering into a formal engagement agreement for the audit engagement year. Although Deloitte had conducted work on the Interim Review Engagement prior to the termination of its appointment as the Company’s auditors, Deloitte did not commence any work on an audit engagement for the 2021 fiscal year, and has not rendered and will not render any advice or opinion with respect to the Company’s 2021 annual audited financial statements (which are due to be filed by April 30, 2022 ).
5. As a result of the work Deloitte commenced on the Interim Review Engagement (before the termination of such engagement), and the fact that Deloitte was unable to complete its review of the Q2 2021 Interim Financial Statements prior to Deloitte’s resignation as the Company’s auditors, there remained certain unresolved issues with respect to the Company’s Q2 2021 Interim Financial Statements. The Audit Committee discussed these issues with Deloitte prior to the termination of the Interim Review Engagement. The Company has authorized Deloitte to respond fully to inquiries by any successor auditor of the Company regarding these topics.

As Deloitte did not complete their interim review procedures in entirety, Deloitte was unable to conclude whether any material modifications were needed to be made to the Q2 2021 Interim Financial Statements.  In Deloitte’s opinion, the following were the two unresolved issues from an accounting perspective prior to termination of the Interim Review Engagement, which remained unresolved at the time of Deloitte’s resignation as the Company’s auditors.

1. Deferred Income Tax Liabilities – Whether the Company should reflect deferred income tax liabilities for the recently acquired Food Hwy and Steer entities that were acquired in 2020.
2. Whether the Company had any “Significant Influence” over Tally – On August 7, 2020 , the Company entered and completed a definitive agreement to invest in Tally Technology Group Inc. (” Tally “).  Deloitte inquired whether the Company has any significant influence over Tally and, if so, whether the transaction should have been accounted for using the equity method.

About Facedrive

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 fulfil 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 its HiQ and other 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 .

Facedrive Inc.
100 Consilium Pl, Unit 104, Scarborough, ON , Canada M1H 3E3
www.facedrive.com

Forward-Looking Information

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 (such as its process and transition as to a new successor auditor) 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 March 31, 2021 (filed on SEDAR on May 31, 2021 ) and 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.

SOURCE Facedrive Inc.

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