Tiny Announces Issuer Bid for Convertible Debentures

Victoria, British Columbia--(Newsfile Corp. - February 5, 2026) - Tiny Ltd. (TSX: TINY) ("Tiny" or the "Company"), a Canadian technology holding company that acquires wonderful businesses for the long term, announces the launch, as of the date hereof, of its previously announced issuer bid (the "Offer"), pursuant to which Tiny will purchase for cancellation up to all of its issued and outstanding secured convertible debentures due May 12, 2030 (the "Debentures") from the holders thereof (each, a "Debentureholder").

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 up to the day that is three days prior to the payment date (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. All amounts are denominated in Canadian dollars.

The Offer will provide Debentureholders with the opportunity to realize immediate liquidity for their Debentures through the receipt of the Cash Consideration, while also allowing them to participate in the potential future value creation of the Company through their ownership of the Warrants.

The Offer commences today and expires on March 12, 2026 at 5:00 p.m. (Toronto time) (the "Expiry Time"), unless terminated, extended or varied by the Company. Assuming that (i) the Offer is not withdrawn by the Company, (ii) the Expiry Time is not terminated, extended or varied by the Company, and (iii) all the conditions to the Offer are complied with (or waived), it is expected that the Debentures tendered under Offer will be taken-up and paid for by the Company as soon as practicable after the Expiry Time, and, in any event, within 10 days after the Expiry Time (the "Closing Date"). The Offer is conditional upon certain conditions, including the closing of a concurrent private placement by the Company (the "Bond Offering") of up to US$110,000,000 of fixed rate senior secured bonds due in 2031. The Company intends to use the net proceeds from the Bond Offering to re-finance its existing debt, including the Cash Consideration for the repurchase of the Debentures under the Offer. 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 Offer is also subject to Debentureholders validly tendering (and not withdrawing) at least two-thirds of the outstanding Debentures to the Offer. As of the date hereof, The Company has entered into 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 they 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 $34,308,000, representing approximately 95% of the aggregate amount of the issued and outstanding Debentures, have entered into Support Agreements in respect of the Offer.

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 is included in the Offer Documents (as defined below). 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.

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, are included in the formal offer to purchase and issuer bid circular (the "Circular") and other related documents relating to the Offer (together with the Circular, the "Offer Documents"), which are being mailed to the registered Debentureholders, filed with applicable Canadian Securities Administrators and are available free of charge on SEDAR+ at www.sedarplus.com. 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.

Canaccord Genuity Corp. is acting as financial advisor to the Company in connection with the Offer.

Any questions or requests for information may be directed to TSX Trust Company, as the depositary (the "Depositary") for the Offer, at 1-800-387-0825 (Toll Free) or by email at: shareholderinquiries@tmx.com.

If you hold Debentures through a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to tender Debentures pursuant to the Offer. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for tendering Debentures on your behalf. You should also confirm with the broker, dealer, bank, trust company or other nominee any deadlines by which you must provide your tender or deposit instructions, because the relevant deadline set by such nominee may be earlier than the deadlines set forth herein.

None of the Company, its directors, BDO Canada LLP, Canaccord Genuity Corp., the Depositary 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.com.

Company Contact:
Mike McKenna
Chief Financial Officer
Phone: 416-938-0574
Email: mike@tiny.com

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 Company's intentions and expectations with respect to the Offer and the Bond Offering, the terms of the Offer, the expected Expiry Time and Closing Date of the Offer, certain strategic and financial benefits that may result from the completion of the Offer and the completion of the Bond Offering. 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 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 and in the Circular which are available on SEDAR+ at www.sedarplus.com 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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282868