Not for distribution to United States newswire services or for dissemination in the United
States
TORONTO, ON / ACCESSWIRE / February 15, 2019 / BeWhere Holdings Inc. (TSXV: BEW) (the
"Corporation") is pleased to announce that it has closed its private placement (the "Private
Placement") of units of the Corporation ("Units") for gross proceeds of $4,025,000 at a price of $0.19
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 $0.35 for a period of five years following the closing of
the Private Placement.
The Private Placement was conducted on an agency basis by PI Financial Corp. (the "Agent").
The Agent has been paid a cash commission. The Agent and members of its selling group also received 1,022,368 broker warrants.
Each broker warrant entitles the holder to purchase a Common Share at $0.19 per Common Share for a period of five years following
the closing of the Private Placement.
The net proceeds of the Private Placement will be used for purchase of inventory, for working capital and for expansion of
operations in Europe.
The Common Shares and Warrants are subject to a statutory four month hold period, which expires June 16, 2019.
The Corporation also announces that it has entered into an Investor Rights Agreement with a strategic investor pursuant to which
such investor, subject to certain restrictions, is entitled to nominate a director to the board of directors of the Corporation and
appoint an observer to attend directors meetings.
As a result of insiders of the Company participating in the Private Placement, the Private Placement is 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 distributed to all related parties, in the aggregate, was less than 25% of the Company's market capitalization.
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 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 that, in respect of the use of proceeds, historical costs and expenses will
be representative of future costs and expenses. 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
SOURCE: BeWhere Holdings Inc.
