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Tinkerine Studios Ltd
Symbol TTD
Shares Issued 49,238,349
Close 2019-04-02 C$ 0.025
Recent Sedar Documents

ORIGINAL: Tinkerine Studios to acquire blockchain firm Coin Apps

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

Received by email:

File: ttd 04032019 clean final.docx

Tinkerine(TM) announces Letter of Intent to Acquire Coin Apps Tech

NOT FOR DISSEMINATION IN THE UNITED STATES

April 3, 2019 - Tinkerine Studios Ltd. (TSXV: TTD, FSE: WKN WB6B and OTC: TKSTF) ("Tinkerine" or the "Company") announce
--->s it has signed a Letter of Intent ("LOI") to acquire Coin Apps Tech Inc. ("CATI"), an arm's length blockchain technolog
--->y developer subject to the completion of due diligence and the signing of a definitive agreement as well as required reg
--->ulatory and shareholder approvals.

CATI, based in Vancouver, BC, is the developer of and 100% owner of the FLASH technology, which includes and is not limi
--->ted to the following: Android cryptocurrency wallet; iOS cryptocurrency wallet, website-based cryptocurrency wallet, whi
--->te label (private) wallets and proprietary server technology that supports wallets and cryptocurrency functionality. 

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

Tinkerine Chief Executive Officer Eugene Suyu states, "Tinkerine is very excited to be developing with the Coin Apps tea
--->m the integration of their wallet technology into our 3D printing products and further penetrate the post-secondary educ
--->ation and technical training market.  It is key for us to continuously expand our technical infrastructure for our custo
--->mers. 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 added, "The Coin Apps team is delighted to be working with Tinkerine to implement our gro
--->und-breaking community and utility cryptocoin wallet technology in Tinkerine's line of 3D printers.  The FLASH wallet te
--->chnology 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% of CATI through the issuance of 52,111,355 common shares from tr
--->easury. No control position will be created through the issuance of common shares in conjunction with the proposed acqui
--->sition.

On completion of the acquisition, it is expected that Tinkerine will also appoint Mr. Chris Kitze to the Board of Direct
--->ors. CATI was co-created and led by Mr. Chris Kitze, a San Francisco based entrepreneur who has previously held position
--->s including but not limited to the following: Chairman of Alphabit Digital Currency Fund, Chairman of Wine.com, CEO of N
--->BC Internet (NBCi), Chairman of Xoom.com and VP Marketing for 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 3D
---> printing services and the creation of an ecosystem allowing for the development and sale of 3D printed services and edu
--->cation related materials. 

Tinkerine also intends to complete a non-brokered private placement of units for up to Cdn $250,000 at a price of $0.05 
--->per unit, each unit consisting of one common share and one warrant with each warrant exercisable into one common share a
--->t an exercise price of $0.10 per share for a period of one year.  The units and underlying securities issued under such 
--->a private placement will be subject to a four-month hold period from the date of distribution.  The proceeds from this p
--->rivate placement is expected to be primarily used to fund the costs of the CATI acquisition. 

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

About Tinkerine

Our mission is to provide a foundational understanding about Applied Creativity driven by 3D printing.
Our ecosystem of 3D printing products and educational resources equips future generations with the
innovative tools and products to stay ahead in a fast-paced, tech-driven world. Tinkerine enables the
curious to convert creative ideas into the tangible and the unimaginable.

For further information please contact:

Dean Stuart
T: 403 617 7609
E: dean@boardmarker.net

Eugene Suyu
T: 604 288 8778


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TS
--->X Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THI
--->S RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange a
--->cceptance and if applicable, disinterested shareholder approval.  Where applicable, the transaction cannot close until t
--->he required shareholder approval is obtained.  There can be no assurance that the transaction will be completed as propo
--->sed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepa
--->red 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved 
--->nor disapproved the contents of this news release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Ve
--->nture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains forward-looking statements and information that are based on the beliefs of management and re
--->flect Tinkerine's current expectations.  When used in this news release, the words "estimate", "project", "belief", "ant
--->icipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations th
--->ereon or comparable terminology are intended to identify forward-looking statements and information.  The forward-lookin
--->g statements and information in this news release includes information relating to the acquisition of CATI, the completi
--->on of due diligence and the signing of a definitive agreement, endeavoring to embed the CATI technology in Tinkerine 3D 
--->printers and implement pay for use payment systems for education institutions and related customers, penetrating the pos
--->t-secondary education and technical training market, the integration of CATI technology with Tinkerine's current ecosyst
--->em, the issuance of common shares from treasury, no control position or person will be created, the appointment of Mr. K
--->itze, and the completion of a non-brokered private placement.  The forward-looking information is based on certain assum
--->ptions, which could change materially in the future.  Such statements and information reflect the current view of Tinker
--->ine with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated i
--->n those forward-looking statements and information.  By their nature, forward-looking statements involve known and unkno
--->wn risks, uncertainties and other factors which may cause Tinkerine's actual results, performance or achievements, or ot
--->her future events, to be materially different from any future results, performance or achievements expressed or implied 
--->by such forward-looking statements.  Such factors include, among others, the risk that the acquisition of CATI may not c
--->omplete or not complete as expected, the due diligence and signing of a definitive agreement may not proceed, embedding 
--->CATI technology in Tinkerine 3D printers may not be successful, penetrating the post-secondary education and technical t
--->raining markets may not be successful, the issuance of common shares from treasury and no control positions being create
--->d may not be as expected or the appointment of Mr. Kitze may not occur, and the non-brokered private placement may not c
--->ompleted.  When relying on Tinkerine's forward-looking statements and information to make decisions, investors and other
--->s should carefully consider the foregoing factors and other uncertainties and potential events.  Tinkerine has assumed a
---> certain progression, which may not be realized.  It has also assumed that the material factors referred to above will n
--->ot cause such forward-looking statements and information to differ materially from actual results or events.  However, t
--->he list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions 
--->will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF TINKERINE AS OF THE DATE O
--->F THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE O
--->N FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE.  WHILE TINKERINE MAY ELECT
---> TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLI
--->CABLE LAWS.



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