(via Thenewswire.ca)
VANCOUVER, B.C. / TheNewswire / November 9, 2015 - Greenock Resources Inc. (TSX-V: GKR.H) ("Greenock" or the "Company") is pleased to announce that it has entered into a definitive share exchange agreement (the "Share Exchange Agreement") effective November 6, 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.
The terms of the Acquisition were previously announced by the Company in a news release dated September 21, 2015 following execution of an interim agreement between the Company and BeWhere effective September 18, 2015. The shareholders of BeWhere will receive 18,999,996 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"). Subject to the fulfillment of conditions precedent of the Share Exchange Agreement, and approval of the TSX-V, the Acquisition is expected to close on or before December 30 2015.
In connection with the transaction, Greenock will undertake a concurrent financing (the "Concurrent Financing") of units for gross proceeds of not less than $1,100,000 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 6,526,659 Greenock Shares issued and outstanding.
A copy of the Share Exchange Agreement will be filed and available from the Company's profile on SEDAR, available at www.sedar.com.
About BeWhere Inc.
BeWhere is a corporation incorporated under the Ontario Business Corporations Act. It is a privately held corporation. The controlling shareholders of BeWhere are Mr. Owen Moore and Mr. Chris Panczuk 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 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:
John Dewdney
CEO Greenock Resources Inc.
Email: johnathan.dewdney@gmail.com
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.
Copyright (c) 2015 TheNewswire - All rights reserved.