Greenock Resources Inc. Enters Into Agreement to Acquire Bewhere Inc.
VANCOUVER, B.C. / TheNewswire / September 21, 2015 – Greenock Resources Inc. (TSX-V: GKR.H) (“Greenock” or the “Company”) is pleased to announce that it has entered into a letter of intent effective September 18, 2015 to acquire (the “Acquisition”) all of the issued and outstanding securities of BeWhere Inc. (“BeWhere”), an arms’ length private Ontario corporation carrying on the business of inventory management and control.
BeWhere Inc 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.
The shareholders of BeWhere will receive 19,000,000 common shares in the capital of Greenock (the “Greenock Shares”) in exchange for the common shares of BeWhere (the “BeWhere Shares”) at a deemed price of $0.15 per share (the “Share Exchange”) on a pro-rata and post-consolidation basis. The Acquisition is an arm’s-length transaction and will constitute a reverse takeover pursuant to the policies of the TSX Venture Exchange (the “TSXV”).
In connection with the transaction, Greenock will undertake a concurrent financing (the “Concurrent Financing”) of units for gross proceeds of not less than $1,000,000 at a price of $0.15 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 TSXV
- The board of directors of the resulting issuer will reconstituted such that it will be comprised of 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 TSXV, 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 TSXV. 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 Mr. 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 Inc.
BeWhere is a corporation incorporated under the Ontario Business Corporations Act. It is a privately held corporation. The controlling shareholder of BeWhere are Mr. Owen Moore and Mr. Chris Panczak who each own over 20% of the issued outstanding shares of BeWhere. The assets of BeWhere are in Ontario.
Mr. Owen 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 M.Sc. 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 CFO then as President, Mr. Moore drove an almost 50-fold increase in revenue to $24 million in less than ten years. In November 2012, Mr. Moore joined BSM Wireless as the Executive Vice President of Sales. Mr. Chris Panczuk is the President and Secretary of Bewhere.
Mr. Chris Panczuk is the President and Secretary of Bewhere Inc. Chris Panczuk started in the Telematics industry in 1998 and was with BSM Wireless until 2014. Chris was the Vice President of Canadian Sales at BSM Wireless Incorporated. He was responsible for building and designing specific solutions for key verticals, and advocating enterprise account relationships through advancement of business solutions.
About Greenock Resources Inc.
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.
For further information please contact:
CEO Greenock Resources Inc.
T: 416 479 4406
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.
The TSX Venture has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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