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) ("White Bear") today announces that
it has entered into a binding letter of intent, accepted January 4, 2014 (the
"LOI"), with Tinkerine Studio Ltd. ("Tinkerine"), pursuant to which it has
agreed to acquire all of the 200 issued and outstanding shares of Tinkerine
(each, a "Tinkerine Share") in exchange for the issuance of an aggregate of
12,000,000 common shares of White Bear (each, a "White Bear Share"), subject to
the completion of initial due diligence by White Bear and Tinkerine. Upon
successful closing of the Acquisition, Tinkerine will be a wholly-owned
subsidiary of White Bear. In connection with the Acquisition, White Bear will
issue an aggregate of 900,000 options to current Tinkerine option holders in
exchange for their aggregate 15 existing Tinkerine options, each of which will
be exercisable into one White Bear Share at a price of $0.15 per share until
December 20, 2016.
Tinkerine, established in May 2012, is a British Columbia-based 3D printing
company that specializes in 3D printing technologies and creative solutions.
Tinkerine developed and launched its initial 3D printer product, the Ditto, in
the fall of 2012. Product development was continuous in 2013 and two additional
models have been launched, with a third model presently under development.
Tinkerine's Ditto+ model was reviewed very favourably by industry journal Make
Magazine in its November 2013 edition, being recognized as runner up in the Best
Value and Best Documentation categories and being awarded the title of a
"Surprise Hit". Building on its solid hardware foundation, Tinkerine intends to
increasingly add software and shape manipulation capabilities while always
focussing on the user experience and ease of use. For more information on
Tinkerine, go to: http://www.tinkerines.com/.
Concurrent Financing
In connection with the closing of the Acquisition (the "Closing"), White Bear
intends to complete a private placement financing of a minimum of 8,000,000
units (each, a "Unit") at a price of $0.25 per Unit for minimum gross proceeds
of $2,000,000 (the "Financing"). Each Unit will be comprised of one White Bear
Share and one half warrant (each whole warrant being, a "Warrant"), with each
Warrant being exercisable into one White Bear Share at a price of $0.40 per
share for a period of 18 months following the Closing.
Proposed Directors and Officers
Upon the Closing, Byron Coulthard, James Clucas and Cyrus Driver are expected to
resign as officers and directors of White Bear, with certain principals of
Tinkerine to be appointed in their place. John Veltheer will continue as a
director of the Company. Biographical information for each of the proposed
directors and officers of White Bear upon the Closing is set forth below:
Desmond Liew, Taipei, Taiwan - Chairman and Director
Since 1999, Desmond has been the International Director of Operations and
Development at Bing Han International ("Bing Han"), headquartered in Taiwan,
with global offices in Canada, USA, Russia, Hong Kong, Japan, Indonesia,
Malaysia, Singapore and Macau. Bing Han commenced operations in Taiwan in 1991
and Desmond spearheaded its global expansion when he joined the firm in 1999.
His strong leadership and vision have helped build Bing Han into the world's
biggest buyer and supplier of ginseng, and one of the most specialized and
integrated ginseng distribution companies. In 2011, Desmond founded, and became
CEO of, Taiwan Rare Earth Ltd., an emerging player in the procurement of rare
earth elements for industry outside of China in other parts of Asia, North
America and Europe, that focuses on the procurement and sale of rare earth
oxides, concentrate and finished rare earths, and non-ferrous metals, especially
in heavy rare earths.
Eugene Suyu, Langley, BC - Chief Executive Officer and Director
Eugene graduated from the School of Interactive Arts and Technology (SIAT) at
Simon Fraser University in 2012. He is a user experience designer heavily
focused on the integration of industrial design and user experience, and
utilized such expertise in founding Tinkerine in 2012. In early 2010, Eugene
co-founded 3D604, a BC-based collective dedicated to the education and exposure
of 3D printing to the general public.
Martin Burian, Vancouver, BC - Executive Vice-President, Chief Financial Officer
and Director
Martin has over eighteen years of investment banking experience. He brings a
wealth of knowledge and expertise in finance, management, administration and
business planning for growth companies. Martin was most recently Managing
Director of Investment Banking at Haywood Securities Inc. from 2010 until
mid-2013, prior to which he served as President of Bolder Investment Partners
from 2009 until its merger with Haywood Securities in 2010. Mr. Burian obtained
his Chartered Accountant and Chartered Business Valuator designation while at
KPMG and obtained his Bachelor of Commerce from the University of British
Columbia in 1986. He is currently an officer or director of Atlas Cloud
Enterprises Inc., a co-locations services company, Cap-Ex Iron Ore Ltd. and
Alberta Star Development Corp., resource issuers listed on the TSX Venture
Exchange (the "TSXV"), and Canarc Resource Corp., a resource issuer listed on
the Toronto Stock Exchange. He has served on several not for profit associations
in the education sector and is currently a director and the Treasurer of the
Crofton House School Foundation.
John Veltheer, West Vancouver, BC - Director
John has been a director and officer of various private and public companies
since 1998. He is a director and/or executive officer of Atlas Cloud Enterprises
Inc., a co-location services company, Orange Minerals Corp., a company seeking
to developing a kimberlite property, Critical Minerals Inc., a holding company
for unexplored mineral assets, and Innovation Metals Corp., a start-up supply
chain company focused on the rare earth element sector, all of which are
privately held. He is also a director of Echelon Petroleum Corp., a resource
issuer listed on the TSXV. Dr. Veltheer obtained his Bachelor of Science in
Chemistry (Honours) from Queen's University in 1988 and his Ph.D. (Inorganic
Chemistry) from the University of British Columbia in 1993.
Todd Blatt, Baltimore, MD, USA - Director
Todd is a well-known 3D designer and digital fabrication specialist, who has
been 3D modeling since 1997. In May 2007, he graduated with a Bachelors of
Science in Mechanical Engineering from the University of Maryland, Baltimore
County. From February 2008 to May 2011, Todd worked as a Mechanical Engineer at
the Poole and Kent Corporation, designing piping systems in 3D. In November
2009, Todd founded Custom 3D Stuff, LLC, an object creation firm that offers
consulting, 3D modeling, design services and sales of custom 3D printed
products. He was recruited by MakerBot Industries, LLC ("MakerBot") to join
their marketing team in New York, where he assisted with the successful launch
of their first physical store. From March through December of 2012, he worked as
a 3D designer and was the principal liaison with the MakerBot marketing
department. Since October 2013, he has been contracted to reverse engineer an
airplane from 3D scan data at Direct Dimensions, a 3D scanning company in Owings
Mills, Maryland. In November 2013, he founded Bmore3D, a 3D scanning and
printing store in Baltimore, Maryland, which, among other things, offers 3D
design, scanning and printing services and the Tinkerine Ditto+ and Litto
machines for sale. Bmore3D is a collaboration by Direct Dimensions, Custom 3D
Stuff and Tinkerine.
Other Terms of Acquisition
The LOI is expected to be superseded by a formal definitive agreement which will
include terms and conditions customary for a transaction such as the
Acquisition, including that the Acquisition be approved by the board of
directors and the shareholders (as applicable) of each of White Bear and
Tinkerine, and by the TSXV, and that satisfactory employment or consulting
agreements be entered into with key principals of Tinkerine. A copy of the
definitive agreement will be filed on SEDAR once executed. White Bear and
Tinkerine have until 5:00 p.m. (Vancouver time) on January 10, 2014 to notify
the other whether their respective initial due diligence is satisfactory and
they intend to proceed with the Acquisition. In the event that either party does
not provide the other with such notification by such date, the LOI will
terminate.
White Bear expects to either appoint a sponsor in connection with the
Acquisition, as required by the policies of the TSXV, or to rely on the
exemption from sponsorship provided in the policies of the TSXV by virtue of
conducting a portion of the Financing on a brokered basis. White Bear will
provide an update on this determination in a future press release.
In accordance with the policies of the TSXV, trading in common shares of White
Bear has been halted in connection with the announcement of the Acquisition.
Trading will remain halted until completion of the Acquisition or until
satisfactory documentation with respect to the Acquisition has been filed with
the TSXV to allow a resumption of trading.
About Tinkerine
Tinkerine is a British Columbia corporation that is 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 currently shareholders of Tinkerine. Mr. Suyu holds 10.5%, members
of his immediate family sharing the same residence hold 15%, Mr. Burian holds
12.5% and Mr. Liew holds 12.5% of the outstanding Tinkerine Shares. All are
expected to be insiders of White Bear upon completion of the Acquisition.
In addition, Mr. Liew and Mr. Burian are also holders of White Bear Shares, with
Mr. Liew holding, indirectly, approximately 18.7%, and Mr. Burian holding
approximately 4.2%, of the White Bear Shares on an undiluted basis. It is
expected that, upon completion of the Acquisition, Mr. Liew will hold 12.3% of
the outstanding White Bear Shares on an undiluted basis, which number may
increase if Mr. Liew acquires any Units in connection with the Financing.
Financial information with respect to the business of Tinkerine will be
disclosed, when available, in a future filing.
About White Bear
White Bear is currently a natural resource company but is expected to change the
focus of its business in connection with the Acquisition.
None of the White Bear Shares issued in connection with the Acquisition or the
Financing may be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the United States
Securities Act of 1933, as amended. This press release shall not constitute an
offer to sell or a solicitation of an offer to buy, nor shall there be any sale
of, any securities issued in connection with the Acquisition or the Financing in
any state where such offer, solicitation, or sale would be unlawful.
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
White Bear. The Acquisition cannot close until the required shareholder approval
is 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 or filing statement to be prepared by White Bear 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 White Bear 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 press 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. 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 White Bear 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 failure of White Bear or
Tinkerine to obtain the necessary approvals for the Acquisition and any 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, White Bear
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 White Bear 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
White Bear Resources Inc.
Byron Coulthard
(604) 657-7004
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