Tinkerine Studio

Apr 8, 2014

Also Announces Change of Directors and Officers, New Stock Option Plan, Option Grants, Adoption of New Articles and Change of Year End VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 8, 2014) - Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws. Tinkerine Studios Ltd. (formerly White Bear Resources Inc.) (TSX VENTURE:TTD) (the "Company") is pleased to announce that, effective April 4, 2014, it has completed its Reverse Takeover (as defined in the policies of the TSX Venture Exchange (the "TSXV")) transaction (the "RTO"), as previously announced in its press releases of January 4, 2014, January 14, 2014 and March 12, 2014, and as more particularly described in its management information circular dated February 27, 2014 (the "Information Circular"), which is available on SEDAR at www.sedar.com . Subject to receipt of the final approval of the TSXV, the Company expects to commence trading as a Tier 2 Technology Issuer on the TSXV at the opening of the market on Monday, April 14, 2014. The new trading symbol of the Company will be "TTD". The Company completed the RTO through the closing of a share exchange agreement, dated February 27, 2014 (the "Agreement"), with Tinkerine Studio Ltd. ("Tinkerine"), a private company incorporated under the laws of British Columbia, Canada, and all of the shareholders of Tinkerine (the "Tinkerine Shareholders"). Under the terms of the Agreement, the Company acquired all of the issued and outstanding shares of Tinkerine from the Tinkerine Shareholders in exchange for the issuance of an aggregate of 12,000,000 common shares in the capital of the Company (each, a "Share"). Upon closing of the RTO (the "Closing"), Tinkerine became a wholly-owned subsidiary of the Company. As a result of the Closing, the 900,000 outstanding Tinkerine stock options, in accordance with their terms, became exercisable into Shares at a price of $0.15 per Share until December 20, 2016. The RTO was approved at the Company's annual general and special meeting of shareholders held on April 4, 2014 (the "Meeting") by way of an ordinary resolution of a majority of the disinterested shareholders of the Company. The Concurrent Financing In connection with the Closing, the Company completed a non-brokered private placement financing (the "Financing"), pursuant to which it issued an aggregate of 12,351,000 units (each, a "Unit"), at a price of $0.25 per Unit, for total gross proceeds of $3,087,750. Each Unit was comprised of one Share and one half of one share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable into one Share at an exercise price of $0.40 per Share until October 4, 2015. In connection with the Financing, the Company paid aggregate cash finder's fees of $128,000 and issued an aggregate of 640,000 broker warrants, having the same terms and conditions as the Warrants, to certain finders. Directors and Officers In connection with the Closing, Byron Coulthard resigned as the President, Chief Executive Officer and a director of the Company, Cyrus Driver resigned as the Secretary, Chief Financial Officer and a director of the Company, and James Clucas resigned as a director of the Company. Eugene Suyu was appointed as Chief Executive Officer and a director of the Company, Martin Burian was appointed as Executive Vice President, Secretary, Chief Financial Officer and a director of the Company, Todd Blatt was appointed as a director of the Company, and Desmond Liew was appointed as a director of the Company. John Veltheer remains a director of the Company. For further biographical information about the foregoing persons, please refer to the Information Circular. Sponsorship Pursuant to the terms of an engagement letter dated January 9, 2014 between the Company and Mackie Research Capital Corporation ("Mackie"), Mackie acted as sponsor in connection with the RTO in consideration for a sponsorship fee of $25,000 (plus GST), the issuance of 40,000 Shares and the payment of Mackie's reasonable expenses. Current Capitalization As a result of the completion of the RTO and the Financing, the current capitalization of the Company, on both an undiluted and fully diluted basis, is as follows: Description of Securities Shares outstanding prior to completion of the RTO 17,182,233 Shares issued to Tinkerine Shareholders 12,000,000