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Tinkerine Studios Ltd
Symbol TTD
Shares Issued 49,238,349
Close 2019-04-02 C$ 0.025
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Tinkerine Studios to acquire blockchain firm Coin Apps

2019-04-03 09:38 ET - News Release

Mr. Eugene Suyu reports


Tinkerine Studios Ltd. has signed a letter of intent to acquire Coin Apps Tech Inc. (CATI), an arm's-length blockchain technology developer, subject to the completion of due diligence and the signing of a definitive agreement, as well as required regulatory and shareholder approvals.

CATI, based in Vancouver, B.C., is the developer and 100-per-cent owner of the Flash technology, which includes, but is not limited to, the following: Android cryptocurrency wallet; iOS cryptocurrency wallet; website-based cryptocurrency wallet; white label (private) wallets; and proprietary server technology that supports wallets and cryptocurrency functionality.

Tinkerine and CATI will endeavour to embed the CATI technology in Tinkerine 3-D printers and implement pay-for-use payment systems for education institutions and related customers.

Eugene Suyu, Tinkerine's chief executive officer, commented: "Tinkerine is very excited to be developing, with the Coin Apps team, the integration of their wallet technology into our 3-D printing products and further penetrate the postsecondary education and technical training market. It is key for us to continuously expand our technical infrastructure for our customers. The potential integration of CATI technology with our current ecosystem could feature a fast pay-to-print service for students and a simplified administrative workflow for institutions."

Chris Kitze, president of CATI, commented: "The Coin Apps team is delighted to be working with Tinkerine to implement our groundbreaking community and utility cryptocoin wallet technology in Tinkerine's line of 3-D printers. The Flash wallet technology acquisition offers solutions to the many payment, customer retention and accounting issues found in on-demand 3-D printing, as well as in other industries."

Under the terms of the LOI, Tinkerine will acquire 100 per cent of CATI through the issuance of 52,111,355 common shares from treasury. No control position will be created through the issuance of common shares, in conjunction with the proposed acquisition.

On completion of the acquisition, it is expected that Tinkerine will also appoint Mr. Kitze to the board of directors. CATI was co-created and led by Mr. Kitze, a San Francisco-based entrepreneur who has previously held the following positions: chairman of Alphabit Digital Currency Fund; chairman of Wine.com; chief executive officer of NBC Internet (NBCi); chairman of Xoom.com; and vice-president of marketing at Lycos Inc. With a strong background in cryptocurrency and payment solutions, Mr. Kitze is a valuable part of transitioning Tinkerine in the development of a payment system for 3-D printing services and the creation of an ecosystem that allows for the development and sale of 3-D printed services and education-related materials.

Tinkerine also intends to complete a non-brokered private placement of units for up to $250,000 at a price of five cents per unit, with each unit consisting of one common share and one warrant. Each warrant is exercisable into one common share at an exercise price of 10 cents per share for a period of one year. The units and underlying securities issued under such private placement will be subject to a four-month hold period from the date of distribution. The proceeds from this private placement are expected to be primarily used to finance the costs of the CATI acquisition.

Additional details on this proposed acquisition will be available with the signing of a definitive agreement. The definitive agreement, financing, director appointment and issuance of common shares are subject to regulatory approval and may be subject to shareholder approval.

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX Venture Exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is 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 management information circular or filing statement 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 Tinkerine should be considered highly speculative.

About Tinkerine Studios Ltd.

The company's ecosystem of 3-D printing products and educational resources equips future generations with the innovative tools and products to stay ahead in a fast-paced, technology-driven world.

We seek Safe Harbor.

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