White Bear Resources Inc.
TSX VENTURE : WBR

White Bear Resources Inc.

March 12, 2014 12:36 ET

White Bear Resources Announces Entry Into Share Exchange Agreement for Acquisition of Tinkerine Studio Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 12, 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.

WHITE BEAR RESOURCES INC. (TSX VENTURE:WBR) (the "Company") today announces that, further to its news releases of January 8, 2014 and January 14, 2014, it has entered into a definitive share exchange agreement dated effective as of February 27, 2014 (the "Agreement") with Tinkerine Studio Ltd. ("Tinkerine") and the shareholders of Tinkerine (the "Tinkerine Shareholders"). Tinkerine is engaged in the development, production, distribution and sales of 3D printers for the consumer market. Its current products include the Ditto+ and the Litto 3D printers, and it expects to release its initial "prosumer" model printer, the DittoPro, within the next two months.

Pursuant to the terms of the Agreement, the Company has agreed to acquire all of the issued and outstanding shares of Tinkerine (the "Tinkerine Shares") in exchange for the issuance of 12,000,000 common shares (the "Shares") in the capital of the Company on a one for one basis (the "Acquisition"). Upon closing of the Acquisition (the "Closing"), Tinkerine will be a wholly-owned subsidiary of the Company. As a result of the Acquisition, the 900,000 outstanding Tinkerine stock options will also become convertible into Shares at a price of $0.15 per Share and will be exercisable until December 20, 2016.

The Company has filed the Agreement and a Notice and Information Circular in connection with the annual and general special meeting of the Company's shareholders to be held on April 4, 2014 on SEDAR at www.sedar.com.

Conditions of Closing

Completion of the Acquisition will be subject to the satisfaction or waiver of certain conditions, including:

  1. all of the current directors and officers of the Company, other than John Veltheer, will resign and the board of directors of the Company (the "Board") will adopt resolutions appointing Desmond Liew, Eugene Suyu, Martin Burian and Todd Blatt to the Board, and Eugene Suyu, Martin Burian and Todd Blatt as officers of the Company, with such resignations and appointments to be effective on the Closing;
  2. the Company will have entered into employment or consulting agreements with certain key Tinkerine personnel on terms satisfactory to the Company;
  3. the Company, Tinkerine and the Tinkerine Shareholders will have performed and complied with all of their respective obligations, covenants and agreements under the Agreement;
  4. the concurrent financing (as previously announced in the Company's news release of January 8, 2014) will be completed to the satisfaction of the TSX Venture Exchange (the "TSXV");
  5. all necessary consents, renunciations, authorizations or approvals of third parties, if any, will have been obtained, including TSXV approval; and
  6. Tinkerine will have provided to the Company an escrow agreement signed by each of the Tinkerine Shareholders.

Name Change

In connection with the Closing, the Company intends to change its name to "Tinkerine Studios Ltd.".

Officers and Directors

In connection with the Closing, the officers and directors of the Company are expected to change such that the directors and officers will be as follows:

Desmond Liew - Chairman and Director
Eugene Suyu - CEO and Director
Martin Burian - Executive Vice-President, CFO, Secretary and Director
John Veltheer - Director
Todd Blatt - Director and Vice-President of Market Direction

Change in Fiscal Year End and Change of Auditor

In connection with the Closing, it is expected that the Company's fiscal year end will change from its current year end of October 31 to Tinkerine's year end of December 31 and that the auditor of the resulting issuer will change from Crowe MacKay LLP to Dale Matheson Carr-Hilton LaBonte LLP, the auditor of Tinkerine.

About Tinkerine

Tinkerine is a British Columbia corporation that is currently based in Langley, BC. Its board of directors currently consists of Eugene Suyu, Ying Ta Wu (Dan), Chun-Ning Yang (Andy) and Justin Adam Sy. All of the current directors and officers are also shareholders of Tinkerine.

Completion of the Acquisition is subject to a number of conditions, including the acceptance of the TSXV and the approval of the disinterested shareholders of the Company. Further, the TSXV has not yet provided conditional approval for the Acquisition and such conditional approval may not be obtained. The Acquisition cannot close until the required shareholder and TSXV approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared by the Company in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this news release.

ON BEHALF OF THE BOARD OF DIRECTORS OF

WHITE BEAR RESOURCES INC.

Byron Coulthard, Chief Executive Officer, President and Director

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

Disclaimer for Forward-Looking Statements

Statements contained in this news release that are not historical facts constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of this release. Forward-looking statements include, without limitation, possible events and statements with respect to the Acquisition and the proposed timing of release of Tinkerine's DittoPro model. The words "is expected" or "estimates" or variations of such words and phrases or statements that certain actions, events or results "may" or "could" occur and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include the failure of the Company or Tinkerine to obtain the necessary approvals for the Acquisition, the failure of Tinkerine to meet the milestones necessary to release the DittoPro in the expected timelines, and other factors that may cause the Acquisition not to be completed. Many of these factors could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company in this release. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. All of the forward-looking statements made in this release are qualified by these cautionary statements. Although the Company believes that the expectations in the forward-looking statements are reasonable, actual results may vary, and future results, levels of activity, performance or achievements cannot be guaranteed.

Contact Information

  • White Bear Resources Inc.
    Byron Coulthard
    Chief Executive Officer, President and Director
    (604) 657-7004