Victoria, British Columbia--(Newsfile Corp. - September 15, 2025) - Tiny Ltd. (TSXV: TINY) ("Tiny" or the "Company"), a Canadian technology holding company that acquires wonderful businesses for the long term, is pleased to announce that it has received conditional approval from the Toronto Stock Exchange (the "TSX") to graduate the listing of its Class A common shares (the "Common Shares") and Common Share purchase warrants (the "Warrants") from the TSX Venture Exchange (the "TSXV") to the TSX (the "Graduation").
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 (1) post-consolidation common share (each, a "Post-Consolidation Share") for every eight (8) pre-consolidation Common Shares (each, a "Pre-Consolidation Share" and, collectively, the "Share Consolidation") and that the Company intends to implement a normal course issuer bid (a "NCIB").
The Graduation, the Share Consolidation, and the implementation of the NCIB are expected to occur concurrently on October 1, 2025, subject to approval from the TSXV and final approval by the TSX.
Subject to approval from the TSXV 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 October 1, 2025. Following completion of the Share Consolidation and the Graduation, the Post-Consolidation Shares are expected to begin trading on the TSX at the opening of the markets on or around October 1, 2025.
The Post-Consolidation Shares and the Warrants will continue to trade under the stock symbols "TINY" and "TINY.WT". The new CUSIP for the Post-Consolidation Shares will be 88770A308 and the new ISIN for the Post-Consolidation Shares will be CA88770A3082. The Company currently has 235,313,916 Pre-Consolidation Shares issued and outstanding and, upon completion of the Share Consolidation, the Company is expected to have approximately 29,414,217 Post-Consolidation Shares issued and outstanding.
Registered holders of the Company's 11.00% secured convertible debentures due in 2030 (the "Convertible Debentures") have been given notice of the Share Consolidation in accordance with the terms of the debenture indenture (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 Post-Consolidation Shares at an initial conversion price of $12.00 per Post-Consolidation Share, being a conversion rate of approximately 83 Post-Consolidation 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 Warrant holder will be entitled to receive one (1) Post-Consolidation Share for every eight (8) whole Warrants exercised following the payment of the applicable adjusted exercise price of $11.60 per Post-Consolidation Share.
The exercise or conversion price and/or the number of Post-Consolidation 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 Post-Consolidation 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 Post-Consolidation 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 Pre-Consolidation Shares for replacement certificates or a direct registration advice representing their Post-Consolidation Shares. Until surrendered for exchange, each share certificate formerly representing Pre-Consolidation Shares will be deemed to represent the number of whole Post-Consolidation 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 at www.sedarplus.com.
Pursuant to the NCIB, subject to the approval of the TSX, the Company may, during the 12-month period commencing on or about October 1, 2025 and ending on or about September 30, 2026 (the "End Date"), purchase up to 1,470,710 Post-Consolidation Shares, being approximately five percent (5%) of the Post-Consolidation Shares that will be outstanding on October 1, 2025. The NCIB shall terminate on the earlier of the End Date and the date on which the maximum number of Post-Consolidation Shares purchasable under the NCIB are acquired by the Company.
The actual number of Common Shares which 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 an ongoing 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. ("Ventum"), as agent, and may in the future, enter into an automatic share purchase plan pursuant to which, the Company would instruct Ventum to purchase Post-Consolidation Shares pursuant to instructions given when permitted by applicable laws, rules and regulations.
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 information 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.
Tiny Ltd. Contact:
Mike McKenna
Chief Financial Officer
Phone: 416-938-0574
Email: mike@tiny.com
Cautionary Note Regarding Forward-Looking Information
Certain statements in this press release may constitute forward-looking information or forward-looking statements (collectively, "forward-looking statements") that reflect management's current expectations, including statements regarding the Company's future plans, growth, financial performance and 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 concerning the Company's expectations regarding the Graduation (including de-listing the Common Shares and Warrants from the TSXV), the Share Consolidation, and the NCIB, including the timing in respect thereof, approval of the TSXV, final approval of the TSX with respect to the Graduation, the Share Consolidation, and the NCIB (including the Company's ability to satisfy all final conditions to listing on the TSX) and the Company's capital allocation strategy. 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 assumptions and are subject to a number of inherent risks and uncertainties, many of which are beyond the Company's control. There is a significant risk that 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 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 Company's ability to obtain approval of the TSXV or final approval of the TSX to complete the Graduation, the Share Consolidation and the NCIB and timing of the same. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release. For a more detailed discussion of certain of these 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.com under the Company's profile. Additional information about risks and uncertainties is contained in the other filings of the Company with securities regulators.
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.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266263
SOURCE: Tiny Ltd.
