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or Name
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Bewhere Holdings Inc
Symbol BEW
Shares Issued 6,526,659
Recent Sedar Documents

ORIGINAL: Bewhere closes RTO, $2.03-million private placement

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

Received by email:

File: BEWHERE HOLDINGS INC.doc

BEWHERE HOLDINGS INC. (formerly, GREEENOCK RESOURCES INC.)
TRADING SYMBOL: BEW{{‐ ‐} ‐}H (TSX{{‐ ‐} ‐}V)
BeWhere Holdings Inc. ANNOUNCES CLOSING OF RTO AND NON-BROKERED PRIVATE PLACEMENT OFFERING
 
Toronto, Ontario - February 5, 2016, - BeWhere Holdings Inc. (formerly, Greenock Resources Inc.) ("BeWhere Holdings" o
--->r the "Company") is pleased to announce that it has completed its reversed takeover transaction (the "RTO") with BeWhe
--->re, Inc., and the concurrent non-brokered private placement (the "Offering") of the Company, previously announced purs
--->uant to a press release dated September 21, 2015. 
On closing of the RTO, the Company acquired all of the issued and outstanding shares of  BeWhere Inc. ("BeWhere"), an 
--->arms' length private Ontario corporation carrying on business as an Internet of Things provider specializing in invent
--->ory management and control. The RTO was conducted pursuant to a share exchange agreement effective November 6, 2015 an
--->d, as part of the RTO, the shareholders of BeWhere received 18,999,996 common shares in the capital of BeWhere Holding
--->s at a deemed price of $0.15 per share on a pro-rata and post-consolidation basis. The Company will Resume trading on 
--->the TSX Venture Exchange on February 9, 2016 under the symbol "BEW".
Additional information concerning the RTO and the Offering can be found in the Company's filing statement which is ava
--->ilable from the Company's profile on SEDAR, at www.sedar.com. 
The Offering
Pursuant to the Offering, the Company wishes to announce that it has oversubscribed its offering of $2,000,000 and rec
--->eived gross proceeds of $2,034,450.45 representing the issuance of Units (a "Unit"). Each Unit consists of one common 
--->share of the Company (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), 
--->with each Warrant entitling the holder thereof to purchase one Share at an exercise price of $0.25 per Share at any ti
--->me up to 36 months following the Escrow Release Date.
 
The Company intends to use the proceeds of the Offering to fund the costs of the Transaction and to fund the general w
--->orking 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, to 
--->end on June 5, 2016.

 Resignation of Officers and Directors
 The company wishes to announce the resignations officers Johnathan Dewdney, CEO, and Ryan Cheung, CFO, effective Febr
--->uary 4th 2016. The company also wishes to announce the resignations of Directors Ryan Cheung, Michael Blady, and Brend
--->an Purdy effective February 4th, 2016. The company wishes to thank them for their efforts and wishes them well in futu
--->re endeavours. 
Appointment of Officers and Directors
In conjunction with the completion of the RTO, Mr. Owen Moore has been appointed Chief Executive Officer, and Director
---> of BeWhere Holdings Inc. Mr. Christopher Panczuk has been appointed Chief Operating Officer and Director. Mr. Robert 
--->Allen has been appointed Chief Financial Officer of the Company. Mr. Paul Christie and Mr. Kieran O'Briain have each b
--->een appointed as Directors of the Company.
Owen Moore Bsc, Msc - Chief Executive Officer and Director
Mr. Owen Moore is the Chairman and CEO of BeWhere Inc. Mr. Moore was President and Co-Founder of Grey Island Systems I
--->nternational until successfully selling the company in October 2009. Shortly after earning his M.Sc. at York Universit
--->y, 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 P
--->resident, Mr. Moore drove an almost 50-fold increase in revenue to $24 million in less than ten years. In November 201
--->2, Mr. Moore joined BSM Wireless as the Executive Vice President of Sales.
Chris Panczuk - Chief Operating Officer and Director
Mr. Chris Panczuk is the President and Secretary of Bewhere Inc. Chris Panczuk started in the Telematics industry in 1
--->998 and was with BSM Wireless until 2014. Chris was the Vice President of Enterprise Sales at BSM Wireless Incorporate
--->d. He was responsible for building and designing specific solutions for key verticals, and advocating enterprise accou
--->nt relationships through advancement of business solutions.
Robert Allen - Chief Financial Officer and Corporate Secretary
Robert (Bob) Allen, CA, served as Chief Financial Officer and Vice President of Finance at TimberWest Forest Corp. fro
--->m 2010 to 2012. Mr. Allen joined TimberWest with a strong background in both the BC forestry industry and financial ma
--->nagement 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 Fi
--->nancial Officer of Ainsworth Lumber Co. Ltd. from November 2003 to November 2, 2009. Mr. Allen is a Chartered Accounta
--->nt and he also holds a BSc in Agriculture from the University of British Columbia.
Kieran O'Briain, - Director
Kieran (Kee) O'Briain is the founder/CEO of KEE Human Resources, a leading Human Resources company in the transportati
--->on & distribution industry. KEE Human Resources employs of over 300 employees working out of offices across Canada to 
--->best serve its clients, some of whom 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 Ontari
--->o Trucking Association and remains actively involved in a number of other trucking associations including the Canadian
---> Trucking Alliance and the Alberta Motor Transportation Association.
Paul Christie - Director
Mr. Christie, is a former director of Grey Island Systems International Inc. Mr. Christie also served as the Superviso
--->r of the Toronto District School Board for the 2002-2003 and 2003-2004 school years. Prior to that Mr. Christie was a 
--->Toronto and Metro Councillor for the Metroward of East Toronto from 1985-1997. From 1991, he served as a Toronto Trans
--->it Commissioner, becoming its chair in 1994. He has also served as a Board Member of Toronto East General Hospital, Th
--->e Riverdale Hospital, O'Keefe/Hummingbird now the Sony Centre for the Performing Arts, the Toronto Zoo, the City of To
--->ronto Non-Profit Housing Corporation (Cityhome) and a variety of community agencies.
 
About BeWhere: 
BeWhere Inc. ("BeWhere") is an Internet of Things provider of real-time information on equipment, tools and inventory 
--->in transit and at facilities. BeWhere designs and manufactures beacons and develops mobile applications, middle-ware a
--->nd cloud based solutions enabling a level of operational visibility that was previously unavailable and / or cost proh
--->ibitive. BeWhere, a patent-pending solution, serves the emergency service, construction, utility and transportation in
--->dustries. 
BeWhere sells and markets its products through a network of distribution and technology companies. To date, BeWhere ha
--->s secured distribution agreements with an impressive roster of resellers including a major telecommunications provider
--->, leading vehicle telematics providers and logistic and supply chain management solution providers.
 
ON BEHALF OF THE BOARD       
 
Owen Moore
CEO
BeWhere Holdings Inc.
 
For further information contact Owen Moore at info@bewhere.com
 
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX
---> Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
 
Completion of the Transaction is subject to a number of conditions, including satisfactory completion of confirmatory 
--->due diligence, regulatory approval including Exchange acceptance and disinterested shareholder approval. The Transacti
--->on cannot close until the required regulatory and shareholder approvals are obtained. There can be no assurance that t
--->he 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 Tra
--->nsaction, any information released or received with respect to the Transaction may not be accurate or complete and sho
--->uld not be relied upon. Trading in the securities of the Company should be considered highly speculative.
 
The TSX Venture Exchange has in no way verified the merits of the proposed Transaction and has neither approved nor di
--->sapproved the contents of this press release.




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