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BeWhere Holdings Inc. Announces Proposed Private Placement

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

TORONTO, ON / ACCESSWIRE / January 10, 2019 / BeWhere Holdings Inc. (TSXV: BEW, OTCQB: BEWFF) (“BeWhere” or the “Company”) is pleased to announce its intention to complete a private placement equity financing of units of the Company (“Units“) for minimum gross proceeds of $2,500,000 (the “Minimum Offering“) and maximum gross proceeds of $3,500,000 (the “MaximumOffering” and collectively with the Minimum Offering, the “Private Placement“) at a price of $0.19 per Unit.

Each Unit will consist of one common share in the capital of the Company (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 $0.35 for a period of 5 years following the closing of the Private Placement.

The Company has entered into an engagement letter with PI Financial Corp. to act as lead agent (the “Agent“) in connection with the Private Placement on a “best-efforts” basis.

The Agent will be paid a cash commission equal to 7% of the gross proceeds of the Private Placement (3.5% in respect of President’s List purchasers up to $2,500,000) and will receive broker warrants entitling the Agent to purchase a number of Common Shares equal to 7% of the number of the Units sold pursuant to the Private Placement (3.5% in respect of President’s List purchasers up to $2,500,000).

In addition, the Company has granted the Agent an over-allotment option to sell up to an additional 15% of the Units to be issued pursuant to the Private Placement, exercisable, in whole or in part, at any time up to 24 hours before the closing of the Private Placement.

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

The Company also announces that a strategic investor and current partner is expected to be subscribing for Units in the Private Placement in the amount of $1,000,000. Owen Moore, CEO of BeWhere Inc. said “We are pleased to expand our existing relationship with a strategic partner/investor. We have worked closely with this company during the engineering, proof of concept and commercialization of our Mobile Internet of Things (M-IOT) solutions and we are pleased to expand our relationship with the offering.”

In that directors and senior officers of the Company will be participating in part of the Private Placement, that part of the Private Placement will be a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101“), which requires the Company to obtain “minority approval” of the Company’s shareholders of the related party transaction unless there is an exemption from such requirement. The Company is relying on the exemption in Section 5.7(a) of MI 61-101 on the basis that the fair market value of the securities to be distributed to the related parties will be less than 25% of the Company’s market capitalization.

The Private Placement is subject to TSX Venture Exchange acceptance. The Common Shares and Warrants issued as part of the Units pursuant to the Private Placement will be subject to a four-month and a day hold period.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 Company develops mobile applications, middle-ware and cloud-based solutions that stand-alone or that can be readily integrated with existing software. The Company’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 Company 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 Company’s future performance. In particular, this document contains forward-looking information and statements regarding: (i) the completion of the Private Placement and the issuance of the Units; and (ii) the use of proceeds of the private placement. 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 Private Placement 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 Private Placement, as well as the Company’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 Company will derive from them. The Company’s forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking information.


For further information, please contact:

Margaux Berry

VP Strategy and Growth

Tel: 1-(844) 229-4373 ext. 107

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