Victoria, British Columbia--(Newsfile Corp. - February 2, 2026) - Tiny Ltd. (TSX: TINY) ("Tiny" or the "Company"), a Canadian technology holding company that acquires wonderful businesses for the long term, announces that: (i) it has mandated Pareto Securities AS to arrange a series of fixed income investor meetings commencing on February 2, 2026 in connection with a potential issuance of fixed rate senior secured callable bonds; and (ii) it intends to commence an issuer bid for the Company's issued and outstanding secured convertible debentures due May 12, 2030 (the "Debentures").

The Company has mandated Pareto Securities AS, as Global Lead Manager and Bookrunner to arrange a series of fixed income investor meetings commencing on February 2, 2026. In addition, ATB Cormark Capital Markets will serve as Joint Manager of the Bond Offering (as defined below) along with a syndicate of investment banks, including Canaccord Genuity Corp. and Roth Canada, Inc.

Subject to market conditions, the Company intends to proceed with a private placement (the "Bond Offering") of up to US$110,000,000 of fixed rate senior secured bonds due 2031 (the "Bonds"). The terms of the Bonds would permit the Company to issue up to US$40,000,000 of additional bonds by way of tap issue, subject to compliance with an incurrence test. Closing of the Bond Offering would be expected to occur in Q1 2026, subject to the satisfaction of customary conditions precedent, including the repurchase of the Debentures.

Upon completion of the Bond Offering, the net proceeds from the Bond Offering will be used to refinance the Company's existing debt, including the Debentures, and for general working capital purposes. The refinancing of the Company's existing debt through the Bond Offering is intended to simplify Tiny's balance sheet, lower Tiny's cost of capital, extend the Company's debt maturity profile and provide significant additional liquidity.

In connection with the Bond Offering, the board of directors of the Company has authorized the Company to commence an issuer bid (the "Offer") to purchase for cancellation up to all of the Debentures from the holders thereof (each, a "Debentureholder"). Canaccord Genuity Corp. acted as financial advisor in connection with the Offer.

Debentureholders who validly tender and do not withdraw their Debentures under the Offer will receive aggregate consideration comprising, for each $1,000 of principal amount of Debentures taken up by the Company: (i) subject to compliance with applicable securities laws, an aggregate of 12.5 Class A common share purchase warrants (each whole warrant, a "Warrant"); and $1,181.73 in cash plus interest accrued on the Debentures (the "Cash Consideration"). Each Warrant will entitle the holder thereof to acquire one Class A common share in the capital of the Company (each, a "Warrant Share") at a price of $12.00 per Warrant Share for a period of five (5) years following the date of issuance.

The Offer is conditional upon Debentureholders validly tendering (and not withdrawing) at least two-thirds of the outstanding Debentures to the Offer and is also subject to certain conditions, including the closing of the Bond Offering. The Company reserves the right, subject to applicable laws, to withdraw or amend the Offer, at any time prior to the closing of the Offer. The Company expects to pay the Cash Consideration from a portion of the proceeds of the Bond Offering.

The full terms and conditions and other details regarding the Offer, including instructions for tendering Debentures to the Offer and the factors considered by the board of directors of the Company in making its decision to approve the Offer, will be included in the formal offer to purchase and issuer bid circular and other related documents relating to the Offer (the "Offer Documents"), which are expected to be mailed to the Debentureholders, filed with applicable Canadian Securities Administrators and made available free of charge on or about February 4, 2026 on SEDAR+ at www.sedarplus.ca.

Debentureholders should carefully read the Offer Documents relating to the Offer prior to making a decision with respect to the Offer. The Offer will be subject to certain conditions that are typical for a transaction of this nature.

BDO Canada LLP was engaged by the board of directors of the Company to prepare and deliver a formal valuation on the fair market value of the Debentures and the Warrants in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (the "Valuation"). A copy of the Valuation will be included in the Offer Documents. The Valuation will not be, and should not be construed to be, a recommendation to a Debentureholder, or to anyone else, to take any course of action.

In connection with the Offer, the Company has entered into a support and lock-up agreements (the "Support Agreements") with certain Debentureholders pursuant to which, among other things, and subject to the terms and conditions set out therein, the Debentureholders have agreed to tender all of the Debentures such Debentureholders hold to the Offer and to take all actions required to allow the Company to give effect to the Offer. As of the date hereof, Debentureholders holding $16,216,000 principal amount of Debentures, representing approximately 45% of the aggregate amount of the issued and outstanding Debentures, have entered into Support Agreements in respect of the Offer.

None of the Company, its directors, BDO Canada LLP, Canaccord Genuity Corp., ATB Cormark Capital Markets or any of their respective affiliates makes any recommendation to Debentureholders as to whether to tender or refrain from tendering any or all of their Debentures to the Offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Debentures. The solicitation and the offer to purchase Debentures by the Company is being made only pursuant to the Offer Documents. Debentureholders are strongly urged to review and evaluate carefully all information in the applicable Offer Documents once mailed, to consult their own financial, tax and legal advisers and to make their own decision as to whether to deposit their Debentures under the Offer.

The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States. The securities mentioned herein have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of securities in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.

About Tiny

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, which is 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 online marketplace for digital assets such as fonts, graphics and templates.

For more about Tiny, please visit www.tiny.com or refer to the public disclosure documents available under Tiny's profile on SEDAR+ at www.sedarplus.ca.

Important notice

The announcement does not constitute an offer to sell or the solicitation of an offer to buy bonds or other securities in any jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Cautionary Note Regarding Forward-Looking Information

Certain statements in this press release may constitute forward-looking information or forward-looking statements (together, "forward-looking statements") that reflect management's current expectations regarding the Company's future growth, financial performance, business prospects and opportunities. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "estimate", "predict", "intend", "would", "could", "if", "may" and similar expressions. This press release includes, among others, forward-looking statements regarding the timing of the proposed investor meetings; the timing and completion of the Bond Offering; the use of proceeds of the Bond Offering; the effect of the Bond Offering on the Company; the timing of mailing the Offer Documents; the timing and terms of the Offer; and the completion of the Offer. These statements reflect current expectations of management regarding future events and speak only as of the date of this press release. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

By their nature, forward-looking statements require management to make various assumptions and are subject to inherent risks and uncertainties. There is a significant risk that such predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors, many of which are beyond the Company's control, could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. These factors include, but are not limited to: the risk that the Company does not complete the investor meetings on the timing previously proposed or at all; the risk that the Company does not complete the Bond Offering on the terms previously proposed or at all; the risk that the Company uses the proceeds of the Bond Offering in a manner that is different than previously proposed; and the risk that the Company does not complete the Offer or completes the Offer on different terms than previously proposed. For a more detailed discussion of the Company's risk factors, see the list of risk factors in the Company's Annual Information Form dated April 29, 2025 which is available on SEDAR+ at www.sedarplus.ca under the Company's profile.

The Company cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results. When relying on our forward-looking statements to make decisions with respect to the Company and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Unless otherwise indicated, the information in this press release is current as of the date of this press release and the Company does not intend, and disclaims any obligation, to update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.

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