Mr. Mike McKenna reports
TINY ANNOUNCES CONDITIONAL APPROVAL TO GRADUATE TO THE TORONTO STOCK EXCHANGE, PROPOSED SHARE CONSOLIDATION AND INTENTION TO IMPLEMENT A NORMAL COURSE ISSUER BID
Tiny Ltd. has received conditional approval from the Toronto Stock Exchange to graduate the listing of its Class A common shares and common share purchase warrants from the TSX Venture Exchange to the TSX.
In addition, the company is also pleased to announce that, immediately prior to the graduation, the company intends on consolidating its common shares on the basis of one postconsolidation common share for every eight preconsolidation common shares and that the company intends to implement a normal course issuer bid (NCIB).
The graduation, the share consolidation and the implementation of the NCIB are expected to occur concurrently on Oct. 1, 2025, subject to approval from the TSX-V and final approval by the TSX.
Subject to approval from the TSX-V and final approval from the TSX, the share consolidation, which was approved by the shareholders of the company at its annual general and special meeting held on June 5, 2025, is expected to be completed immediately prior to the graduation on Oct. 1, 2025. Following completion of the share consolidation and the graduation, the postconsolidation shares are expected to begin trading on the TSX at the opening of the markets on or around Oct. 1, 2025.
The postconsolidation shares and the warrants will continue to trade under the stock symbols TINY and TINY.WT. The new Cusip for the postconsolidation shares will be 88770A 30 8 and the new ISIN for the postconsolidation shares will be CA 88770A 30 8 2. The company currently has 235,313,916 preconsolidation shares issued and outstanding, and, upon completion of the share consolidation, the company is expected to have approximately 29,414,217 postconsolidation shares issued and outstanding.
Registered holders of the company's 11.00 per cent secured convertible debentures due in 2030 have been given notice of the share consolidation in accordance with the terms of the debenture indenture dated May 12, 2025, entered into between, among others, the company and Computershare Trust Company of Canada, as debenture trustee.
Following completion of the share consolidation, the convertible debentures will be convertible into postconsolidation shares at an initial conversion price of $12 per postconsolidation share, being a conversion rate of approximately 83 postconsolidation shares for each $1,000 principal amount of convertible debenture, subject to adjustment in accordance with the terms of the debenture indenture.
Registered holders of the warrants have been given notice of the effect of the share consolidation in accordance with the provisions of the amended and restated warrant indenture dated May 9, 2025, entered into between the company and Computershare Trust Company of Canada, as warrant agent. Following completion of the share consolidation, each warrantholder will be entitled to receive one postconsolidation share for every eight whole warrants exercised following the payment of the applicable adjusted exercise price of $11.60 per postconsolidation share.
The exercise or conversion price and/or the number of postconsolidation shares issuable upon the exercise or deemed exercise of the company's currently outstanding stock options, performance share units and restricted share units issued pursuant to the company's omnibus incentive plan, and any other securities exercisable for or convertible into common shares of the company will be proportionately adjusted to reflect the share consolidation in accordance with the respective terms thereof.
No fractional postconsolidation shares will be issued as a result of the share consolidation and, in the event that a securityholder would otherwise be entitled to receive a fractional postconsolidation share upon the share consolidation, such fraction will be rounded down to the nearest whole number.
Prior to completion of the share consolidation, registered shareholders holding share certificates will be mailed a letter of transmittal advising of the share consolidation and instructing them to surrender the share certificates representing preconsolidation shares for replacement certificates or a direct registration advice representing their postconsolidation shares. Until surrendered for exchange, each share certificate formerly representing preconsolidation shares will be deemed to represent the number of whole postconsolidation shares to which the holder is entitled as a result of the share consolidation. Shareholders may also obtain a copy of the letter of transmittal by accessing the company's SEDAR+ profile.
Pursuant to the NCIB, subject to the approval of the TSX, the company may, during the 12-month period commencing on or about Oct. 1, 2025, and ending on or about Sept. 30, 2026, purchase up to 1,470,710 postconsolidation shares, being approximately 5 per cent of the postconsolidation shares that will be outstanding on Oct. 1, 2025. The NCIB shall terminate on the earlier of the end date and the date on which the maximum number of postconsolidation shares purchasable under the NCIB are acquired by the company.
The actual number of common shares that may be purchased pursuant to the NCIB and the timing of any purchases will be determined by management and the board of directors of Tiny. Following the graduation, the NCIB will be conducted through the TSX or alternative Canadian trading systems and made in accordance with the policies of the TSX.
The price which the company will pay for any such common shares will be the market price at the time of the acquisition. All common shares purchased pursuant to the NCIB will be returned to treasury for cancellation, and all such purchases will be made on the open market through the facilities of the TSX or by such other means as may be permitted under applicable securities laws during the term of the NCIB.
The company reviews all elements of its capital allocation strategy on a continuing basis. The company believes that the market price of the common shares may not, from time to time, fully reflect their value and accordingly the purchase of the common shares would be in the best interest of the company and an attractive and appropriate use of available funds. As such, the company continues to make efforts to enhance shareholder value and improve liquidity for the shareholders in the market.
As a component of the NCIB, the company has engaged Ventum Financial Corp., as agent and may in the future enter into an automatic share purchase plan pursuant to which the company would instruct Ventum to purchase postconsolidation shares pursuant to instructions given when permitted by applicable laws, rules and regulations.
About Tiny Ltd.
Tiny is a Canadian holding company that acquires wonderful businesses using a founder-friendly approach. It focuses on companies with unique competitive advantages, recurring or predictable revenue streams, and strong free cash flow generation. Tiny typically holds businesses for the long term, with a parent-level focus on capital allocation, collaborative management and operations, and incentive structures within the operating companies to drive results for Tiny and its shareholders. Tiny currently has three principle reporting segments: digital services, which help some of the world's top companies design, build and ship amazing products and services; software and apps, home to Serato, the world's leading DJ software, and WeCommerce, a collection of leading application and theme businesses powering global e-commerce merchants; and creative platform, which is composed primarily of Dribbble, the social network for designers and digital creatives, as well as creative market, a premier on-line marketplace for digital assets such as fonts, graphics and templates.
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