Mr. Eugene Suyu reports

TINKERINE STUDIOS LTD. ANNOUNCES LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER WITH FOTONARA INC., A PIONEER IN SOVEREIGN REAL ESTATE TECHNOLOGY

Tinkerine Studios Ltd. has entered into a non-binding letter of intent dated April 7, 2026, with Fotonara Inc., a visionary private Canadian technology manufacturing company.

The LOI outlines the proposed terms and conditions of a business combination that, if completed, will constitute a reverse takeover of Tinkerine by Fotonara under the policies of the TSX Venture Exchange. Upon successful completion of the proposed transaction, the resulting combined entity will continue the high-growth business of Fotonara under the proposed name Fotonara Inc.

About Fotonara Inc.

Fotonara is rewriting the unit economics of the built environment. Operating at the intersection of advanced Canadian manufacturing and highly scalable software protocols, Fotonara targets the $44-billion LED market and the $1-trillion wellness real estate sector.

Its proprietary sovereign architecture provides commercial, industrial and residential developers with an unassailable technological moat, featuring:

• Deflationary efficiency: industry-leading lighting technology delivering a 20-per-cent lumen-per-watt efficiency lead over legacy incumbents;
• Power over Ethernet: safe, conduit-free power deployment (including the FluidAra utility wall) that slashes electrical rough-in labour by 40 per cent and eliminates the rectifier tax of traditional AC power;
• The protocol moat: a fully local, zero-cloud hardware ecosystem operating natively on matter 1.5.1 over thread, ensuring submillisecond execution and complete data privacy with zero big tech biometric data harvesting.

The proposed transaction and staged regulatory pathway

The LOI sets out a collaborative, staged approach to completing the proposed transaction, designed in strict adherence to the policies of the TSX Venture Exchange and the B.C. Securities Commission:

1. Regulatory remediation and the bridge loan: Tinkerine is currently subject to a cease trade order issued by the BCSC for historical continuous disclosure defaults, and its shares are suspended from trading. To facilitate the revival of the company in a compliant manner, Fotonara intends to advance a heavily restricted, secured bridge loan to Tinkerine. To explicitly avoid any premature change of control, the proceeds of this loan will be strictly ring-fenced in trust and utilized exclusively for the payment of an independent auditor, legal counsel and regulatory fees required to apply for a full revocation of the CTO.
2. Debt settlement: Prior to the closing of the proposed transaction, Tinkerine intends to negotiate the settlement of its outstanding historical debts.
3. Concurrent financing: In connection with the proposed transaction, Fotonara intends to complete a concurrent brokered or non-brokered private placement to aggressively finance its business-to-business and business-to-consumer go-to-market strategy and comfortably satisfy the initial listing working capital requirements of the TSX-V.
4. Definitive agreement: The parties intend to negotiate and execute a binding definitive agreement following the completion of mutual due diligence, which will outline the final valuation, exchange ratios and mechanics of the share consolidation and acquisition.

Conditions precedent and trading halt

Completion of the proposed transaction is subject to a number of rigorous conditions, including, but not limited to:

• The full revocation of the CTO by the BCSC;
• The successful negotiation and execution of the definitive agreement;
• Satisfactory completion of mutual comprehensive due diligence;
• The successful settlement of Tinkerine's legacy debt;
• Completion of the concurrent financing; and
• Receipt of all requisite shareholder, creditor and regulatory approvals, including the conditional approval of the TSX-V.

Trading in the common shares of Tinkerine is currently suspended. Trading will remain suspended until such time as the CTO is revoked, the TSX-V has reviewed the Proposed transaction and the company has met the requirements of the TSX-V for resumption of trading. It is anticipated that trading will remain suspended until the closing of the proposed transaction.

Further details regarding the proposed transaction, the concurrent financing, and the proposed board of directors and management of the resulting issuer will be provided in a comprehensive press release upon the execution of the definitive agreement.

About Tinkerine Studios Ltd.

Tinkerine is a Canadian company that transforms innovative ideas into tangible realities through advanced 3-D printing technology, artificial intelligence solutions and user-friendly platforms. With a focus on educational technology and STEAM learning, Tinkerine empowers users to seamlessly prototype and produce complex objects, all while fostering collaboration and knowledge sharing within a community of creators.

We seek Safe Harbor.