Media and News

Greenock receives conditional TSX-V OK for BeWhere RTO

Mr. John Dewdney reports


The TSX Venture Exchange has confirmed its conditional acceptance of Greenock Resources Inc.’s acquisition of BeWhere Inc. and Greenock’s concurrent financing that were announced Sept. 21, 2015. The company expects to close the transaction on or about Jan. 29, 2016.

The conditional approval was granted based on the draft filing statement that the company has submitted to the TSX-V. Further details regarding the transaction will be outlined in the filing statement. The final filing statement remains subject to final review and approval of the TSX-V. Investors are cautioned that, except as disclosed in the final filing statement, any information released or received with respect to the transaction is in draft form and should not be relied upon.

Along with the announcement of conditional approval, the company is pleased to announce further information relating to its non-brokered private placement offering of units of the company. Further to the company’s news release dated Sept. 21, 2015, the company has increased both the minimum and maximum financing requirements the offering, and engaged PI Financial Corp. (PI) to act as its sponsor. Blake Corbet, managing director of investment banking at PI, said: “We are pleased to have acted as the sponsor for the transaction between Greenock Resources and BeWhere. BeWhere management has a proven track record of building strong businesses through their expertise in the telematics space. We believe BeWhere has created a new and innovative product that has the ability to materially expand the addressable market for a simple, inexpensive device to track and manage valuable assets.”

The offering is priced at 15 cents per unit for minimum gross proceeds of $1.5-million and maximum gross proceeds of $2-million, representing 10 million and 13,333,333 units, respectively. Each unit will consist of one common share of the company and one-half of one transferable common share purchase warrant. Each full warrant will entitle the holder to purchase one postconsolidation common share of the company at a price of 25 cents for a period of three years from the closing date of the offering.

All securities issued pursuant to the offering will be subject to a four-month hold period under Canadian securities laws. Subject to TSX-V approval, and in consideration of the introduction of subscribers to the offering, the company will pay a finder’s fee to eligible finders in cash equal to 8 per cent of the proceeds raised in the offering, and issue common share purchase warrants to purchase such number of postconsolidation common shares as equal to 8 per cent of the number of units sold in the offering.

“I am very pleased with the interest in our financing from the investment community and look forward to bringing a revenue-generating, technology issuer to the TSX Venture Exchange,” stated Johnathan Dewdney, chief executive officer of Greenock Resources.

Greenock Resources announces effective date consolidation of shares

Further to the company’s Nov. 9, 2015, news release, the consolidation of common shares of the company at a ratio of one postconsolidated common share for every 1.75 preconsolidation common shares held will be completed on Jan. 25, 2016.

The consolidation was approved by director consent. At the current date, the company has 11,421,654 common shares issued and outstanding, and following the consolidation, the company will have approximately 6,526,659 common shares issued and outstanding common shares.

Any fractional common share remaining after conversion that is less than one-half of a common share will be cancelled, and each fractional common share that is at least one-half of a common share will be changed to one whole common share.

BeWhere company update

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, middle-ware 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.

BeWhere sells and markets its products through a network of distribution and technology companies. To date, BeWhere has 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.

To that end, BeWhere and Icesoft Technologies Canada Corp. (Icesoft) are pleased to announce that the companies have signed an agreement to sell and market a combined solution to the insurance and courier industries, among others, on a worldwide basis. Icesoft is a leading global provider of rich Internet application solutions for desktop and mobile enterprise. Icesoft products are used by 20,000 enterprises worldwide, with a developer community now exceeding 150,000 developers.

“BeWheres’s Bluetooth low-energy beacon and data services provide a complementary offering for Icesoft’s strategic initiatives in providing next-generation applications for the insurance and courier industries,” stated Brian McKinney, president and chief executive officer, Icesoft Technologies Canada.

“We look forward to working with Brian and his team to integrate our respective technogies and bring to market an innovative, cost-effective solution for monitoring goods in transit and at facilities through Icesoft’s next-generation Java-based alerting platform,” stated Owen Moore, chief executive officer, BeWhere.

Continuation/new articles include advance notice provisions

At the company’s Jan. 14, 2015, annual general and special meeting, shareholders approved a continuance of the company into British Columbia from the jurisdiction of Ontario and the adoption of new articles of the company. The company continued into the governing jurisdiction of British Columbia, effective May 22, 2015, pursuant to the Business Corporations Act (British Columbia), and adopted new BCBCA articles that include, among other things, advance notice provisions that set a deadline by which holders of record of common shares in the share capital of the company must submit director nominations to the company prior to any annual general meeting or special meeting of shareholders, set forth the information that a shareholder must include in the notice to the company, and establish the form in which the shareholder must submit the notice for that notice to be in proper written form.

In the case of an annual general meeting of shareholders, notice to the company must be made not fewer than 30 days and not more than 65 days prior to the date of the annual meeting of shareholders, provided, however, that, in the event that the annual general meeting is to be held on a date that is fewer than 40 days after the date on which the first public announcement of the date of the annual general meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders called for the purposes of electing directors (which is not also an annual meeting), notice to the company must be made not later than the close of business on the 15th day following the date on which the first public announcement of the date of the special meeting was made.

The full text of the advance notice provisions to the company’s BCBCA articles is available under the company’s profile on SEDAR.

We seek Safe Harbor.

Leave a Reply

Scroll to top