Electrum Charging Solutions Inc. entered into a definitive agreement to acquire Tinkerine Studios Ltd. (TSXV:TTD) in a reverse merger transaction for CAD 40.8 million on March 15, 2022. The definitive agreement contemplates that all of the common shares in the capital of Electrum will be exchanged for common shares of Tinkerine at a ratio resulting in the shareholders of Electrum, owning approximately 95% of the Resulting Issuer and the shareholders of Tinkerine owning approximately 5% of the Resulting Issuer on an undiluted basis, not including any shares to be issued pursuant to the private placement financing. The Tinkerine common shares will be consolidated on a 60:1 basis. The 17 million Electrum common shares, after giving effect to a 4:1 stock split, will be exchanged for 17 million Resulting Issuer common shares upon the closing of the transaction. Electrum will continue its private placement financing for gross proceeds of up to an additional CAD 7,500,000. The reverse take-over is expected to be completed by way of triangular amalgamation, result in Electrum Charging Solutions becoming a wholly-owned subsidiary of Tinkerine Studios. Upon completion, the Resulting Issuer will carry on the business previously executed by Electrum. Following the acquisition, various employees of Tinkerine will continue to be employed by Electrum. The Board of Directors of the Resulting Issuer is expected to be comprised of five members, with one member nominated by Tinkerine and four members nominated by Electrum. Eugene Suyu, current Chief Executive Officer and Director of Tinkerine is expected to continue as a Director of the Resulting Issuer.

The definitive agreement is subject to the receipt of all necessary third-party approvals and the standard terms and conditions concerning the due diligence review of Electrum, including financial statements, potential liabilities and material contracts, Electrum shareholder approval, regulatory approval by the TSX Venture Exchange and the representations and warranties contained in the definitive agreement continuing to be accurate with no material change to either Tinkerine or Electrum. Tinkerine shall also convene and hold a meeting of its shareholders to, as applicable, (i) pass a special resolution approving the consolidation; (ii) pass a special resolution approving any change of Tinkerine; (iii) elect directors of the Resulting Issuer; (iv) approving the transaction, and; (v) approve such other matters as Tinkerine may deem necessary or advisable. As of October 12, 2022. Tinkerine and Electrum have agreed to extend the Definitive Agreement outside date from a date of September 30, 2022, to March 31, 2023 and subsequently from March 31, 2023 to September 30, 2023.

Electrum Charging Solutions Inc. cancelled the acquisition of Tinkerine Studios Ltd. (TSXV:TTD) in a reverse merger transaction on September 30, 2023. The Definitive Agreement expired on September 30, 2023 after the inability to reach an extension.