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High Mountain Capital Corporation Announces Completion of Qualifying Transaction and Proposed Share Split

Newsfile Corp.

Calgary, Alberta--(Newsfile Corp. - September 16, 2019) - High Mountain Capital Corporation (TSXV: BUZD.P) (the "Corporation") is pleased to announce that it has completed its Qualifying Transaction (as such term is defined by the TSX Venture Exchange (the "TSXV")) with Facedrive Inc. ("Facedrive") pursuant to which the Corporation and Facedrive combined their respective businesses (the "Transaction"). In connection with the Transaction:

  • the Corporation consolidated its common shares ("Common Shares") on a 50 for one basis;

  • all subscription receipts of Facedrive issued pursuant to its $7 million non-brokered private placement were converted into shares of Facedrive ("Facedrive Shares") on the basis of one Facedrive Share for every one subscription receipt and the proceeds therefrom were released from escrow;

  • all Facedrive Shares were exchanged for Common Shares on the basis of 0.473538 Common Shares for every one Facedrive Share; and

  • the Corporation changed its name from "High Mountain Capital Corporation" to "Facedrive Inc."

Subject to receiving final TSXV acceptance, the Common Shares are expected to resume trading under the symbol "FD" on or about September 19, 2019. The Transaction resulted in the issuance of 8,886,578 Common Shares.

The board of directors of the Corporation now consists of Sayan Navaratnam, Junaid Razvi, William Kanters, Jay Wilgar, Paul Zed and Hamilton Jeyaraj. Jay Wilgar, most recently served as the founder, Chairman and CEO of Newstrike Brands Ltd. and replaced Dominic Burns as a proposed director of the Corporation. The management team of the Corporation now consists of Sayan Navaratnam (Chief Executive Officer), Heung Hung Lee (Chief Financial Officer), Junaid Razvi (Executive Vice-President and Corporate Secretary) and Cheryl Lewis (Chief Operating Officer).

Shareholders are encouraged to review the Corporation's filing statement dated August 28, 2019 filed in connection with the Transaction which can be found on the Corporation's SEDAR profile at www.sedar.com.

In addition, the Corporation is pleased to announce that it proposes to split the Common Shares on a one for 10 basis. Although the proposed share split is not subject to shareholder approval, the share split will be subject to TSXV approval. The Corporation proposes the share split to increase the liquidity of the Common Shares and, in turn, make financing terms more attractive. The Corporation intends to set a record date for the proposed share split as the second business day following issuance of the exchange bulletin by the TSXV. The Corporation intends to issue a subsequent new release with the exact record date once such date is determined following TSXV approval. Shareholders will not need to take any action with respect to the stock split.

The Corporation will continue from a company incorporated under the Business Corporations Act (Alberta) to a company continued under the Business Corporations Act (Ontario) after completing the share split.

About Facedrive

Facedrive is a Toronto-based ridesharing company that operates in the technology sector. Incorporated in Ontario in 2016, Facedrive was created to offer a transportation network that was first and foremost socially responsible and CO2 emissions neutral. Facedrive is a unique people and planet first ride-sharing platform committed to doing business fairly and equitably with both our riders and drivers.

As a community platform, drivers are real partners in Facedrive, benefitting from uniquely customized incentives and rewards that reflect Facedrive's dedication to shared success and amongst the highest in the ridesharing industry. Facedrive's commitment to the planet is demonstrated by green-incentives for both drivers and customers because Facedrive believes that we all benefit when empowered individuals make positive choices.

Facedrive customers can request rides in electric, hybrid and gas-powered vehicles through the Facedrive App. Trips on the system offset the CO2 emitted by contributing a portion of the fare to carbon offset, tree planting and other measured, sustainable programs. Facedrive is a first of its kind ridesharing platform that is designed to incentivize and empower the green and socially responsible consumer that is looking to make a meaningful and measurable impact.

In this new release, all references to "$" are to Canadian dollars.

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This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements as defined under applicable securities laws. All statements in this news release, other than statements of historical facts, that address events or developments that management of the Corporation expect, are forward-looking statements. Specifically, the reference in this news release to completion of the proposed share split and continuance constitutes a forward-looking statement. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.

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 news release.

For further information concerning the Corporation, please contact:

Sayan Navaratnam, Chief Executive Officer and Director

Tel: (905) 944-6535

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/47832