BeWhere Holdings Inc.
TSX VENTURE : BEW

BeWhere Holdings Inc.

August 25, 2016 16:58 ET

BeWhere Holdings Inc. Announces a Non-Brokered Private Placement, Debt Settlement and New Director

TORONTO, ONTARIO--(Marketwired - Aug. 25, 2016) - BeWhere Holdings Inc. (TSX VENTURE:BEW) ("BeWhere" or the "Company") designs and manufactures Bluetooth beacons that in combination with mobile applications, middle-ware and cloud based solutions, provide users with real-time information on the condition and location of their items in transit or at facilities.

The Company is pleased to make the following announcements:

Non-brokered private placement.

A proposed non-brokered private placement of 1,333,333 units of the Company (the "Units") at $0.15 per Unit for net proceeds of $200,000 (the "Offering"). The offering will be fully subscribed and placed with Owen Moore and Chris Panczuk, directors of the Company.

The Each Unit will consist of one common share in the capital of the Company (a "Share") and one half share purchase warrant (a "Warrant"). Each full Warrant will entitle the holder to purchase one additional common share in the capital of the Company (a "Warrant Share") at a price of $0.25 per Warrant Share for a period of 36 months from the closing of the Offering. The net proceeds from the Units will be used for general corporate working capital.

"Chris and I continue to be committed shareholders and firm believers in the business. Our reinvesting into the Company shows the strength of that commitment," said Owen Moore, CEO of BeWhere Holdings Inc.

Debt Settlement.

Concurrent with the non-brokered private placement there will be a proposed $80,000 retirement of debt owed to senior management (the "Debt Settlement"). To retire the obligation, the Company will issue 533,333 common shares at $0.15 per share.

"Converting the debt to shares helps to strengthen our balance sheet as we continue to rollout our product offering," said Mr. Owen Moore, CEO of BeWhere Holdings Inc.

The closing of the proposed Offering and Debt Settlement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange. All securities issued in connection with the Offering and Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The directors who will be participating in the Offering and senior management who will be participating in the Debt Settlement are "related parties" and the participation in the Offering and Debt Settlement will each constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions ("MI-61-101"). The Offering and Debt Settlement will each be exempt from minority shareholder approval requirements of MI 61-101 as the fair market value of the securities being issued to the related parties will not exceed 25% of the Company's market capitalization.

New Director.

The Company is pleased to have Mr. Greg Cameron join the Company's Board of Directors effective immediately. "Greg is an accomplished capital markets leader and advisor, with a successful track record of helping small cap companies such as ourselves realize their potential. "We are excited to leverage his network and experience in order to further expand our business," said Mr. Owen Moore, CEO of BeWhere Holdings Inc.

To facilitate the addition of Mr. Cameron to the Board, Mr. Peter George has agreed to resign his Board appointment. "Peter's presence will be missed at the Board level but I am delighted that he has agreed to remain with the Company in an advisory role," said Mr. Owen Moore, CEO of BeWhere Holdings Inc.

ON BEHALF OF THE BOARD

Owen Moore, CEO & Director

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.

Cautionary Statements Regarding Forward-Looking Information

Certain statements in this press release constitute forward-looking statements, within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are "forward-looking statements".

We caution you that such "forward-looking statements" involve known and unknown risks and uncertainties that could cause actual and future events to differ materially from those anticipated in such statements.

Forward-looking statements include, but are not limited to, statements with respect to commercial operations, including technology development, anticipated revenues, projected size of market, and other information that is based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

BeWhere Holdings Inc. (the "Company") does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law. These forward-looking statements involve risks and uncertainties relating to, among other things, technology development and marketing activities, the Company's historical experience with technology development, uninsured risks. Actual results may differ materially from those expressed or implied by such forward-looking statements.

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