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Greenock Resources Inc (2)
Symbol GKR
Shares Issued 11,421,654
Close 2015-09-18 C$ 0.095
Market Cap C$ 1,085,057
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Greenock to acquire BeWhere, become tech company

2015-09-21 19:53 ET - News Release

Mr. John Dewdney reports

GREENOCK RESOURCES INC. ENTERS INTO AGREEMENT TO ACQUIRE BEWHERE INC.

Greenock Resources Inc. has entered into a letter of intent effective Sept. 18, 2015, to acquire all of the issued and outstanding securities of BeWhere Inc., an arm's-length private Ontario corporation carrying on the business of inventory management and control.

BeWhere is an Internet provider of real-time information on equipment, tools and inventory in transit and at facilities. BeWhere designs and manufactures beacons, and develops mobile applications, middleware and cloud-based solutions enabling a level of operational visibility that was previously unavailable and/or cost prohibitive. BeWhere, a patent-pending solution, serves the emergency service, construction, utility and transportation industries.

The shareholders of BeWhere will receive 19 million common shares in the capital of Greenock in exchange for the common shares of BeWhere at a deemed price of 15 cents per share on a pro rata and postconsolidation basis. The acquisition is an arm's-length transaction and will constitute a reverse takeover pursuant to the policies of the TSX Venture Exchange.

In connection with the transaction, Greenock will undertake a concurrent financing of units for gross proceeds of not less than $1-million at a price of 15 cents per unit. Greenock intends to use the proceeds of the concurrent financing to finance the general working capital expenses of the resulting issuer. Any securities issued in connection with the concurrent financing will be subject to a four-month-and-one-day statutory hold period pursuant to applicable securities laws. Prior to the share exchange, Greenock will complete a share consolidation on a 1.75-old-for-one-new basis of Greenock shares, which will result in there being approximately 6,514,285 Greenock shares issued and outstanding.

On closing of the acquisition, it is anticipated that, among other changes:

  • Greenock will change its name to BeWhere Inc., and will carry on the business of inventory management and control, with the resulting issuer proposing to list as a Tier 2 issuer on the TSX Venture Exchange.
  • The board of directors of the resulting issuer will be reconstituted, such that it will comprise five members, four of whom will be nominated by BeWhere and one of whom will be nominated by Greenock.
  • The current management will resign, and the board of directors of the resulting issuer will make appropriate appointments.

The completion of the acqusition is subject to a number of conditions, including, but not limited to, the execution of a definitive agreement; completion of satisfactory due diligence, including the delivery and satisfactory review of the audited financial statements of BeWhere; completion of the concurrent financing; and the approval of the transaction by the TSX-V, and the boards of directors and shareholders of each of Greenock and BeWhere.

In connection with the successful completion of the acquistion, a finder's fee will be paid to an arm's-length party subject to the approval of the TSX-V. There can be no assurance that the acquisition will be completed as proposed, or at all.

Greenock intends to retain a sponsor in connection with the acquisition.

Change of director and officer

In conjunction with this announcement, Johnathan Dewdney has consented to replace Michael Blady as chief executive officer of Greenock Resources. Mr. Dewdney brings a wealth of capital markets experience to Greenock Resources through his former roles at Macquarie Private Wealth and as an independent financial consultant. Mr. Dewdney holds a bachelor of commerce degree from McGill University. The board wishes to thank Mr. Blady for his contributions to the company.

About BeWhere

BeWhere is a corporation incorporated under the Ontario Business Corporations Act. It is a privately held corporation. The controlling shareholder of BeWhere are Owen Moore and Chris Panczak, who each own over 20 per cent of the issued outstanding shares of BeWhere. The assets of BeWhere are in Ontario.

Mr. Moore is the chairman and CEO of BeWhere. Mr. Moore was president and co-founder of Grey Island Systems International until successfully 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 chief financial officer then as president, Mr. Moore drove an almost 50-fold increase in revenue to $24-million in less than 10 years. In November, 2012, Mr. Moore joined BSM Wireless as the executive vice-president of sales.

Mr. Panczuk is the president and secretary of Bewhere. Mr. Panczuk started in the telematics industry in 1998 and was with BSM Wireless until 2014. Mr. Panczuk was the vice-president of Canadian 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.

Currently, Greenock is a Canadian-based international mineral exploration and development company that is focused on developing a portfolio of natural resource properties. It is anticipated that following the closing of the acquisition, it will cease resource-related activities. Trading of Greenock shares will remain halted until completion of the acquisition or until satisfactory documentation is filed with the exchange. Additional information about the transaction will be provided by way of a subsequent news release.

Completion of the transaction is subject to a number of conditions, including due diligence; execution of definitive documentation, including a definitive agreement; regulatory approval, including exchange acceptance; and disinterested shareholder approval. The transaction cannot close until the required regulatory and shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

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