Mr. Mike McKenna reports

TINY ANNOUNCES COMPLETION OF REFINANCING, CLOSING OF PRIVATE PLACEMENT OF $36.1 MILLION PRINCIPAL AMOUNT OF CONVERTIBLE DEBENTURES AND CONVERSION OF SUBSCRIPTION RECEIPTS

Tiny Ltd. has completed a refinancing with Roynat Capital Technology and Innovation Banking, and has closed its previously announced private placement offering of $36.1-million aggregate principal amount of 11 per cent secured convertible debentures due 2030, which includes $1.5-million aggregate principal amount of convertible debentures comprising a partial exercise of overallotment option.

In connection with the refinancing, the company has entered into a commitment letter with the Bank of Nova Scotia, pursuant to which the company will have access to an operating credit facility up to a maximum of $5-million and a revolving facility up to a maximum of $25-million, although the available borrowing under the credit facilities is currently limited to $20-million in aggregate under the convertible debenture covenants. The credit facilities will be secured by substantially all of the assets of the company and certain subsidiaries of the company, as further described below.

In connection with the completion of the private placement, the convertible debentures were issued with an original issue discount of 7.5 per cent for aggregate gross proceeds to the company of $33,392,500. Each convertible debenture has a face value of $1,000 and was offered and sold at a price of $925 per convertible debenture. The convertible debentures will bear interest at a rate of 11.00 per cent per annum from May 12, 2025, and will mature on May 12, 2030. On the maturity date, any outstanding principal amount of the convertible debentures plus any accrued and unpaid interest will be repaid by the company in cash.

In connection with the closing of the private placement and the refinancing, the escrow release conditions in respect of the subscription receipts issued in connection with the to the company's bought deal public offering that closed on April 9, 2025, were satisfied. Upon satisfaction of the escrow release conditions, the net proceeds of the offering were released to the company and each subscription receipt was automatically converted into one Class A common share of the company and one-half of one common share purchase warrant. In aggregate, 17.4 million common shares and 8.7 ,million warrants were issued upon conversion of the subscription receipts. Each warrant entitles the holder thereof to purchase one additional common share at an exercise price of $1.45 per common share until 1:30 p.m. Vancouver time on April 9, 2027. In connection with the conversion of the subscription receipts, the subscription receipts have been halted and will be delisted from the TSX Venture Exchange. The overallotment option granted by the company to the underwriters in connection with the offering has expired unexercised.

The company has applied to list the warrants underlying the subscription receipts on the TSX-V under the ticker symbol TINY.WT and, upon receipt of approval for the listing of the warrants, the company will provide further details. The company may accelerate the expiry of the warrants if, at any time after the date that is four months after the closing of the offering, the volume weighted average trading price of the common shares is equal to or greater than $2.90 for any 20 consecutive trading days. The warrants will be governed by an amended and restated warrant indenture dated May 9, 2025, between the company and Computershare Trust Company of Canada, as warrant agent.

The net proceeds from the private placement, a portion of the amounts available under the credit facilities and the net proceeds from the offering will be used to finance the cash portion of the purchase price for the company's proposed acquisition of 66 per cent of the issued and outstanding shares of Serato Audio Research Ltd., a global DJ Software Company, based in Auckland, New Zealand. The acquisition is expected to be completed imminently.

The convertible debentures were sold pursuant to an agency agreement entered into among the company, and Canaccord Genuity Corp. and Roth Canada Inc. dated May 12, 2025, and will be issued pursuant to a debenture indenture entered into between the company and Computershare Trust Company of Canada, dated as of the closing date.

The convertible debentures will be convertible into common shares at the option of the holder at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding the maturity date; and (ii) the last business day immediately preceding the date specified by the company for redemption of the convertible debentures, in each case, at a conversion price of $1.50 per common share, subject to adjustment in certain circumstances. Assuming a conversion price of $1.50, the maximum number of common shares issuable on conversion of the convertible debentures is 24,066,667 common shares.

At any time following the closing date, the company will have the right to require the conversion of all of the principal amount of the then outstanding convertible debentures into common shares at the conversion price upon not more than 60 days and not less than 30 days of notice in the event that the daily volume weighted average trading price of the common shares on the TSX-V is greater than $3, subject to adjustment in accordance with the terms of the debenture indenture for any 20 consecutive trading days.

On or after the second anniversary of the closing date, the company will have the right to redeem the convertible debentures, in whole or in part. In the event that the company exercises the redemption right, holders of convertible debentures will be entitled to receive the principal amount of the convertible debentures, plus accrued and unpaid interest to the date of redemption, plus an additional make-whole payment that is equal to the amount of interest that would be payable from the date of redemption to the maturity date multiplied by a make-whole factor of: (i) 75 per cent on or following the second anniversary of the closing date and before the third anniversary of the closing date; (ii) 50 per cent on or following the third anniversary of the closing date and before the fourth anniversary of the closing date; and (iii) 25 per cent on or following the fourth anniversary of the closing date and before the maturity date.

Subject to regulatory approval, if prior to the second anniversary of the closing date, 10 per cent or less of the aggregate principal amount of the convertible debentures remain outstanding, the company shall have the right, but not the obligation, to redeem all of the outstanding convertible debentures at an aggregate redemption price equal to the principal amount of such convertible debentures, plus accrued and unpaid interest thereon to, but excluding, the date of redemption plus an amount equal to the aggregate amount of all interest that would become payable prior to the maturity date.

If, prior to the 18-month anniversary of the closing date, the company acquires limited partnership interests of Tiny Fund 1 (Canada) LP having a value of at least $75-million, subject to a leverage test, the terms of the convertible debentures may be adjusted to provide that: (i) the rate of interest payable on the convertible debentures shall be reduced from 11.00 per cent per annum to 10.00 per cent per annum; and (ii) the initial conversion price shall be increased to $1.61. In addition, should the company issue common shares in connection with the acquisition of limited partnership interests in Tiny Fund 1 (Canada) LP at an effective price that is less than $1.15 per common share, the conversion price shall be reduced to reflect the weighted average dilution of the common shares provided that in no event can the conversion price be less than $1.15 per common share. For further details of such mechanisms, please see the debenture indenture, which will be filed on SEDAR+.

In connection with the private placement, the company paid an agency fee of $1,444,000 to Canaccord Genuity and Roth Canada, representing 4.0 per cent of the aggregate principal amount of the convertible debentures sold pursuant to the private placement. In addition, the company paid arrangement fee of approximately $420,000 to an arm's-length investor.

The obligations of the company under the credit facilities and the convertible debentures will be guaranteed by certain of the company's subsidiaries, being Spin Acquisition Ltd., Dribbble Holdings Ltd., Dribbble Holdings (U.S.) Ltd., Meteor Software Holdings Ltd., Meteor Software LP, Meteor Software (U.S.) Ltd., MediaNet Solutions, Inc., Tiny Boards LP and Tiny Capital General Partner Ltd., and security granted by the company and the guarantors, including: (i) a pledge of all of the issued and outstanding shares of each of the guarantors held by the company or other guarantors; (ii) upon completion of the company's proposed acquisition of Serato, a pledge of the shares of Serato owned by Spin Acquisition Ltd.; and (iii) a security interest in substantially all of the assets of the company and the guarantors, but excluding the company's interest in approximately 75 per cent of the company's shares in Beam Digital Ltd. and all its interest in WeCommerce Holdings LP.

The debenture trustee, on behalf of the holders of convertible debentures, has entered into an intercreditor and subordination agreement with Scotiabank. The security granted in favour of the debenture trustee, on behalf of the holders of the convertible debentures, will rank subordinate to the security securing the credit facilities. Each convertible debenture shall rank pari passu in right of payment of principal and interest with all other convertible debentures issued under the private placement.

The securities issued pursuant to the private placement will be subject to a statutory four-month hold period in accordance with applicable Canadian securities laws.

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 operates across three principal reporting segments: digital services, delivering design and development solutions that help global companies build exceptional products; software and apps, offering industry-leading applications and themes that empower merchants in the Shopify ecosystem; and creative platform, featuring Dribbble, the premier social network for designers, alongside Creative Market, a marketplace for high-quality digital assets, including fonts, graphics and templates.

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