Chairman of OneMove Files Early Warning Report

TORONTO, Dec. 11, 2012 /CNW/ - Matthew Proud ("Proud"), Chairman of the Board of Directors of OneMove Technologies Inc. ("OneMove" or the "Company") together with his investment company Plantro Ltd. ("Plantro", together with Proud, the "Offeror") today will file an early warning report in connection with purchases of OneMove common shares made on a private placement basis in April 2012, (the "Private Purchase") and also in respect of certain open market purchases made in September and October, 2012, through the facilities of the TSX Venture Exchange (the "Public Purchases").

All share numbers contained herein are provided on a post-consolidation basis.

Private Placement

As disclosed in the Company's press release dated April 2, 2012, Plantro acquired 2,000,000 units at a price of $0.50 per unit.  Each unit is comprised of one common share and one common share purchase warrant. Each warrant is exercisable at a price of $1.00 in the first year, $1.20 in the second year and $1.50 in the third year.

Combined with the common shares already held by Proud, after giving effect to the Private Purchase, the Offeror owned or had control or direction over 2,110,500 common shares representing approximately 19.36% of the issued and outstanding shares at such time.  Assuming the exercise of the warrants, the Offeror would have held 4,110,500 common shares representing approximately 31.86% of the Company's issued and outstanding shares at such time.

Public Purchases

On September 28, 2012, the Offeror purchased an additional 4,000 common shares at $0.35 per share through the facilities of the TSX-Venture Exchange.  When combined with common shares already held, the Offeror owned or had control or direction over 2,114,500 common shares representing approximately 19.39% of the Company's issued and outstanding common shares at such time. Assuming the exercise of the warrants, the Offeror would have held 4,114,500 common shares representing approximately 31.89% of the Company's issued and outstanding shares at such time.

On October 2, 2012, the Offeror purchased an additional 45,500 common shares at an average price of $0.4126 per share through the facilities of the TSX-Venture Exchange.  When combined with common shares already held, the Offeror owned or had control or direction over 2,160,000 common shares representing approximately 19.81% of the Company's issued and outstanding common shares at such time.  Assuming the exercise of the warrants, the Offeror would have held 4,160,000 common shares representing approximately 32.24% of the Company's issued and outstanding shares at such time.

On October 9, 2012, the Offeror purchased an additional 25,500 common shares at an average price of $0.4039 per share through the facilities of the TSX-Venture Exchange.  When combined with common shares already held, the Offeror owned or had control or direction over 2,185,500 common shares representing approximately 20.04% of the Company's issued and outstanding common shares at such time.  Assuming the exercise of the warrants, the Offeror would have held 4,185,500 common shares representing approximately 32.44% of the Company's issued and outstanding shares at such time.

Regulatory Matters

The issuance of the common shares under the Private Purchase was exempt under Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.

The Public Purchases were inadvertently made in contravention of applicable take-over bid requirements and without the availability of an exemption from such requirements.  Proud has informed the Ontario Securities Commission ("OSC") that he will dispose of a maximum of 1,000 common shares per day until such time as the Offeror's holdings of common shares represent less than 20% of the Company's issued and outstanding shares (as measured prior to the Company's most recent private placement).  The dispositions are expected to take approximately 5 to 7 trading days to complete.

The Offeror has further informed the OSC that it will take immediate steps to correct certain SEDI filings made on behalf of the Offeror.

Recent Private Placement

Since these events, the Company has completed a private placement of 1,600,000 units, each comprised of one common share and one warrant as disclosed in its press releases dated December 6 and December 10.  As a result the Offeror's 2,185,500 common shares represent 17.5% of the Company's issued and outstanding common shares as of the date hereof.  Assuming exercise of the warrants, the Offeror would hold 4,185,500 common shares representing 28.9% of the Company's current issued and outstanding shares.

The purchasers of units in the most recent private placement of the Company are beneficially owned by relatives of Matthew Proud and were introduced to the Company by Mr. Proud.

Investment Purposes

Plantro and Proud acquired all of the common shares disclosed herein for investment purposes.  Subject to the planned sale of common shares discussed above, the Offeror may, directly or indirectly, depending on market and other conditions, acquire beneficial ownership of, control or direction over, additional common shares of OneMove, through market transactions, private agreements or otherwise, in accordance with applicable securities legislation.  The Offeror may, depending on market and other conditions, sell any or all of their respective common shares.  The Offeror may also engage in discussions with the Company individually or together with other shareholders in respect of a go private transaction or takeover bid.  However, currently, no such discussions are under way and the Offeror is not a party to any agreement, commitment or understanding to do so.

SOURCE: Matthew Proud

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Matthew Proud

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