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Bewhere closes RTO, $2.03-million private placement

2016-02-05 23:16 ET - News Release

Mr. Owen Moore reports

BEWHERE HOLDINGS INC. ANNOUNCES CLOSING OF RTO AND NON-BROKERED PRIVATE PLACEMENT OFFERING

Bewhere Holdings Inc. (formerly Greenock Resources Inc.) has completed its reversed takeover transaction with Bewhere Inc., and the concurrent non-brokered private placement of the company, previously announced pursuant to a Greenock press release dated Sept. 21, 2015.

On closing of the RTO, the company acquired all of the issued and outstanding shares of Bewhere Inc., an arm's-length private Ontario corporation carrying on business as an Internet of things provider, specializing in inventory management and control. The RTO was conducted pursuant to a share exchange agreement, effective Nov. 6, 2015, and as part of the RTO, the shareholders of Bewhere received 18,999,996 common shares in the capital of Bewhere Holdings at a deemed price of 15 cents per share on a pro rata and postconsolidation basis. The company will resume trading on the TSX Venture Exchange on Feb. 9, 2016, under the symbol BEW.

Additional information concerning the RTO and the offering can be found in the filing statement, which is available from the company's profile on SEDAR.

The offering

Pursuant to the offering, the company wishes to announce that it has oversubscribed its offering of $2-million and received gross proceeds of $2,034,450.45, representing the issuance of units. Each unit consists of one common share of the company and one-half of one common share purchase warrant, with each warrant entitling the holder thereof to purchase one share at an exercise price of 25 cents per share at any time up to 36 months following the escrow release date.

The company intends to use the proceeds of the offering to finance the costs of the transaction and to finance the general working capital expenses of the resulting issuer. All securities issued in connection with the offering are subject to a four-month hold period. All securities issued pursuant to the offering are subject to a four-month hold period that will end on June 5, 2016.

Resignation of officers and directors

The company wishes to announce the resignations of officers Johnathan Dewdney, chief executive officer, and Ryan Cheung, chief financial officer, effective Feb. 4, 2016. The company also wishes to announce the resignations of directors Mr. Cheung, Michael Blady and Brendan Purdy, effective Feb. 4, 2016. The company wishes to thank them for their efforts and wishes them well in future endeavours.

Appointment of officers and directors

In conjunction with the completion of the RTO, Owen Moore has been appointed chief executive officer and director of Bewhere Holdings Inc. Christopher Panczuk has been appointed chief operating officer and director. Robert Allen has been appointed chief financial officer of the company. Paul Christie and Kieran O'Briain have each been appointed as directors of the company.

Mr. Moore, BSc, MSc, chief executive officer and director

Mr. Moore is the chairman and CEO of Bewhere Inc. Mr. Moore was president and co-founder of Grey Island Systems International until selling the company in October, 2009. Shortly after earning his MSc at York University, Mr. Moore co-founded Grey Island Systems International, a publicly traded Canadian/U.S. manufacturer and seller of real-time Internet-based vehicle monitoring and predictive arrival systems. In his roles there, first as CFO then as president, Mr. Moore drove an almost 50-fold increase in revenue to $24-million in fewer than 10 years. In November, 2012, Mr. Moore joined BSM Wireless as the executive vice-president of sales.

Mr. Panczuk, chief operating officer and director

Mr. Panczuk is the president and secretary of Bewhere Inc. Mr. Panczuk started in the telematics industry in 1998 and was with BSM Wireless until 2014. He was the vice-president of enterprise sales at BSM Wireless. He was responsible for building and designing specific solutions for key verticals, and advocating enterprise account relationships through advancement of business solutions.

Mr. Allen, chief financial officer and corporate secretary

Mr. Allen, CA, served as chief financial officer and vice-president of finance at TimberWest Forest Corp. from 2010 to 2012. Mr. Allen joined TimberWest with a strong background in both the B.C. forestry industry and financial management with 20-plus years of experience building, leading and advising corporations through complex restructurings, acquisitions/divestitures and capital market transactions. Prior to joining TimberWest, Mr. Allen served as chief financial officer of Ainsworth Lumber Co. Ltd. from November, 2003, to Nov. 2, 2009. Mr. Allen is a chartered accountant, and he also holds a BSc in agriculture from the University of British Columbia.

Mr. O'Briain, director

Mr. O'Briain is the founder/CEO of KEE Human Resources, a leading human resources company in the transportation and distribution industry. KEE Human Resources employs over 300 employees working out of offices across Canada to best serve its clients, some of which are the largest trucking companies in Canada, operating over 10,700 vehicles and employing over 5,000 people. Mr. O'Briain serves on the board of directors of the allied trades division of the Ontario Trucking Association and remains actively involved in a number of other trucking associations, including the Canadian Trucking Alliance and the Alberta Motor Transportation Association.

Mr. Christie, director

Mr. Christie is a former director of Grey Island Systems International Inc. Mr. Christie also served as the supervisor of the Toronto District School Board for the 2002 to 2003 and 2003 to 2004 school years. Prior to that, Mr. Christie was a Toronto and Metro councillor for the Metroward of east Toronto from 1985 to 1997. From 1991, he served as a Toronto transit commissioner, becoming its chair in 1994. He has also served as a board member of Toronto East General Hospital, the Riverdale Hospital, O'Keefe/Hummingbird now the Sony Centre for the Performing Arts, the Toronto Zoo, the City of Toronto Non-Profit Housing Corp. (Cityhome) and a variety of community agencies.

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