High Mountain Capital Corporation Announces Conditional Approval for Qualifying Transaction with Facedrive Inc.

Calgary, Alberta–(Newsfile Corp. – September 3, 2019) – High Mountain Capital Corporation (TSXV: BUZD.P) (“High Mountain“) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “TSXV“) for its Qualifying Transaction (as such term is defined by the TSXV) with Facedrive Inc. (“Facedrive“), pursuant to which High Mountain and Facedrive will combine their respective businesses (the “Transaction“).

The Transaction remains subject to the final approval of the TSXV and satisfaction of closing conditions customary for transactions of this nature. High Mountain, upon and subject to completion of the Transaction, (the “Resulting Issuer“) will continue under the name “Facedrive Inc” and trade on the TSXV under the symbol “FD”. The Transaction is expected to close on or around September 11, 2019.

In addition, High Mountain is pleased to announce that Facedrive has completed its non-brokered private placement of 935,334 subscription receipts at a price of $7.50 per subscription receipt for gross proceeds of approximately $7 million (the “Private Placement“). The gross proceeds from the Private Placement were delivered, in escrow, to Odyssey Trust Company, as agent, and will be released immediately prior to the closing of the Transaction.

High Mountain has filed a filing statement dated August 28, 2019 (the “Filing Statement“) with the TSXV and on SEDAR. Additional information in respect of the Transaction, Facedrive and the Private Placement can be found in the Filing Statement.

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.

About High Mountain

The common shares of High Mountain are listed for trading on the TSXV under the trading symbol “BUZD.P” and High Mountain is classified as a “capital pool company” pursuant to Policy 2.4 of the TSXV. As a capital pool company, the current business of High Mountain is to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as specifically contemplated in the policies of the TSXV, until the completion of a Qualifying Transaction, High Mountain will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a Qualifying Transaction.

Further financial information on High Mountain is publicly available on SEDAR at www.sedar.com. High Mountain was incorporated under the Business Corporations Act (Alberta) on January 1, 2018, and is a “reporting issuer”, as defined in applicable Canadian securities legislation, in the provinces of Alberta, British Columbia, Ontario and Nova Scotia.

In this press release, all references to “$” are to Canadian dollars.

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

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT“) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

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.

Notice regarding forward-looking statements:

This press release includes forward-looking statements regarding High Mountain, Facedrive, the Resulting Issuer and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction is intended to be completed, the ability to obtain regulatory approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this press release, including completion of the Transaction may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although High Mountain and Facedrive have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and High Mountain and Facedrive undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, other than as required by law.

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: Newsfile Corp.

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