Not for Distribution to United States Newswire Services or for Dissemination in the United States

TORONTO, ON -November 13, 2018 / BeWhere Holdings Inc. (TSXV: BEW) (the “Corporation“) is pleased to announce that it has filed, and obtained a receipt for, a preliminary short form prospectus relating to its proposed offering of units of the Corporation (“Units“) for minimum gross proceeds of $2,500,000 (the “Minimum Offering“) and maximum gross proceeds of $3,500,000 (the “Maximum Offering” and collectively with the Minimum Offering, the “Offering“) at a price of $0.27 per Unit.

Each Unit consists of one common share in the capital of the Corporation (a “Common Share“) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant“). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.50 for a period of 24 months following the closing of the Offering.

The Offering will be conducted on a best efforts agency marketed basis by Paradigm Capital Inc. (the “Lead Agent“) together with Clarus Securities Inc. and Mackie Research Capital Corporation (together with the Lead Agent, the “Agents“)

The Agents will be paid a cash commission equal to 6% of the gross proceeds of the Offering and will receive broker warrants entitling the Agents to purchase a number of Common Shares equal to 6% of the number of the Units sold pursuant to the Offering.

In addition, the Corporation has granted the Agents an over-allotment option to sell up to an additional 15% of the Units of the Offering, exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.

The net proceeds of the Offering will be used for purchase of inventory, for working capital and, if the Maximum Offering is achieved, for expansion of operations in Europe.

The Offering is subject to regulatory approval, including the acceptance of the TSX Venture Exchange.

This news release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements.

About BeWhere

BeWhere Holdings Inc. (TSXV:BEW) is an Industrial Internet of Things (“IIOT”) solutions company that designs and sells hardware with sensors and software application to track real-time information on non-powered fixed and movable assets, as well as to monitor environmental conditions. The Corporation develops mobile applications, middle-ware and cloud-based solutions that stand-alone or that can be readily integrated with existing software. The Corporation’s solutions use available cellular technologies (LTE-M and NB-loT) and offer customers low-cost technology to implement a new level of visibility to their businesses.

The Corporation sells its products through a worldwide network of distribution and technology companies. It secured distribution agreements and technology partnerships with a large roster of companies including major telecommunications providers, leading vehicle telematics providers and logistic and supply chain management solution providers.

Forward-Looking Statements

The information and statements in this news release contain certain forward-looking information. This forward-looking information relates to future events or the Corporation’s future performance. In particular, this document contains forward-looking information and statements regarding: (i) the completion of the Offering and the issuance of the Units; and (ii) the use of proceeds of the Offering. All statements other than statements of historical fact may be forward-looking information. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. These assumptions include market acceptance of the terms of the Offering and that, in respect of the use of proceeds, historical costs and expenses will be representative of future costs and expenses. The outcome and timing of the proposed Offering, as well as the Corporation’s actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking information, and accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits that the Corporation will derive from them. The Corporation’s forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, the Corporation undertakes no obligation to publicly update or revise any forward-looking information.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION 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.

For further information, please contact:
Margaux Berry
VP Strategy and Growth
Tel: 1-(844) 229-4373 ext. 107
mberry@bewhere.com