Facedrive’s Services and Offerings (Facedrive Foods)

Facedrive Foods is a food delivery platform that connects residents, restaurants (local, and ethnic restaurants in particular) and driver partners. Facedrive Foods was established following the acquisition of certain assets of Foodora Canada (see below). Facedrive Foods adheres to Facedrive’s overarching principles of putting people and planet first by offering 100{8c54160eed80eb00ac4f5d74c8785e95142d89daf570f201b81dc7fdc31059f3} contactless food delivery options. These services enable individuals and businesses to more easily comply with pandemic-related safety protocols, benefitting both consumers and businesses. Following the acquisition of Food Highway (see below), a Canada-based food delivery service with particularly strong ties within the Chinese-Canadian community, Facedrive increased its operational capabilities and market presence, and benefited from onboarding Food Highway’s highly skilled team with over 6 years of expertise in the field.

Facedrive Foods has been able to capitalize on the dramatic shift in consumer and business behavior in click the wake of the pandemic, currently fulfilling over 4,500 orders per day in 19 cities across Canada. Facedrive Foods serves local communities by supporting local restaurants during lockdowns and enabling drivers to generate revenue when demand for rideshare is low. Facedrive Foods prides itself on its thorough driver onboarding and training processes, safety features such as daily driver temperature checks and integration of contact-tracing technology, extended delivery radius to cater to remote and underserved communities, as well as recently introduced grocery delivery and subscription services.

Acquisition of Certain Foodora Canada Assets and Restaurant Partners

On July 9, 2020, the Company completed the acquisition of certain Foodora Canada assets including its customers list (and the customers, subject to their consent), along with 5,500 restaurant partners (together the “Foodora Lists”) previously served by Foodora Canada, in exchange for cash consideration of $500,000 (the “Foodora Transaction”). The Company’s primary object with the Foodora Transaction was not to purchase an operating business (which it was not) but rather, to gain entry into the food delivery market.

The Foodora Transaction was determined to be an asset acquisition as no substantive processes were transferred to the Company. In connection with the Foodora Transaction, the Company incurred legal fees of $61,660 which have been capitalized as Transaction Costs.

The status of the project:

With the onset of theglobal COVID-19 pandemic, the Company began looking for an entryinto the food deliverymarket and, subsequently,entered into a bindingTerm Sheet to purchasethe customer and vendorlist of Foodora Canada Ltd.

The Company purchasedcertain of FoodoraCanada’s assets includingits customer list; however,he Company still hadlimited operations anddelivery infrastructure andcapabilities at this timesince select Foodoraassets were purchasedand not the Foodorabusiness itself.

The Company completedthe purchase of Food HwyInc. and, with it, acquireda fully functional fooddelivery platformcomplete with technology,drivers, customers andmerchants, therebyresulting in the Company’sentry into the fooddelivery space.

Restaurant Partners and Registered Users

The total number of registered Facedrive Foods’ restaurant partners and registered users (customers) also grew considerably during the second half of 2020.

The total number of restaurant partners whose data and information (including contact information, menus, information pertaining to sales and top-selling items) the Company gained access to as a result of the Foodora Transaction was 5,500. Under Foodora’s standard vendor contract, no opt-in consent was required to transfer such data and information to Facedrive. However, not all of the restaurants became restaurant partners of the Company since some of them were located in locations off of the Company’s transportation service grid. In addition, there was also a decline in the number of restaurant partners shortly after the Foodora Transaction was completed due to many restaurant partners experiencing financial hardship during the period of the COVID-19 pandemic. The Company also acquired restaurant partners as a result of the Food Hwy Acquisition. Many of the restaurant partners that were acquired pursuant to the Food Hwy Acquisition were already restaurant partners of the Company as a result of the Foodora Transaction. As a result of these circumstances, the number of restaurant partners grew from zero as at June 30, 2020 to 4,258 as at December 31, 2020. As at March 31, 2021, Facedrive Foods had 4,905 restaurant partners.

Regarding registered users, as a result of the Foodora Transaction the Company was able to obtain the consent of approximately 44,000 customers from the Foodora List to open and activate accounts with Facedrive Foods. Unlike with the restaurant partners from the Foodora List, due to privacy law requirements the express consent of each individual customer was required in order to effectively transfer their account information from Foodora to Facedrive Foods. The number of registered users grew again upon the completion of the Food Hwy Acquisition on October 1, 2020. By December 31, 2020, Facedrive Foods had 238,621 registered users (with approximately 44,000 of those users attributable to the Foodora Transaction). As at March 31, 2021, Facedrive Foods had 273,625 registered users.

As mentioned above, the Company is actively working to introduce its customers/users to the Company’s other products and services.