Tiny receives conditional approval to list on TSX

Executive Summary

• Tiny Ltd. has received conditional approval from the Toronto Stock Exchange (TSX) to graduate its Class A common shares and warrants from the TSX Venture Exchange (TSX-V) to the TSX.
• The graduation is scheduled to occur concurrently with a 1-for-8 share consolidation and the implementation of a Normal Course Issuer Bid (NCIB), expected to take place on October 1, 2025.
• The share consolidation was previously approved by shareholders on June 5, 2025, and involves adjusting the number of outstanding shares, conversion prices for debentures and warrants, and option terms to reflect the new share structure.

Key Details

• Listing Graduation: Conditional approval received from the TSX to move Class A common shares and common share purchase warrants from the TSX-V to the TSX.
• Transaction Date: The graduation, share consolidation, and NCIB are expected to occur concurrently on October 1, 2025, subject to final TSX approval and TSX-V approval.
• Share Consolidation Ratio: 1 postconsolidation common share for every 8 preconsolidation common shares.
• Share Count Impact:
  • Preconsolidation shares issued and outstanding: 235,313,916.
  • Expected postconsolidation shares issued and outstanding: Approximately 29,414,217.
• Trading Symbols: TINY (common shares) and TINY.WT (warrants).
• New Identifiers:
  • New CUSIP: 88770A 30 8
  • New ISIN: CA 88770A 30 8 2
• Debenture Adjustments:
  • Holders of 11.00% secured convertible debentures due in 2030 have been notified.
  • Post-consolidation initial conversion price: $12 per postconsolidation share.
  • Post-consolidation conversion rate: Approximately 83 postconsolidation shares for each $1,000 principal amount of convertible debenture.
• Warrant Adjustments:
  • Post-consolidation adjusted exercise price: $11.60 per postconsolidation share.
  • Post-consolidation entitlement: Each warrantholder entitled to receive one postconsolidation share for every 8 whole warrants exercised.
• NCIB Terms:
  • Duration: 12-month period commencing on or about October 1, 2025, ending on or about September 30, 2026.
  • Maximum Shares: Up to 1,470,710 postconsolidation shares (approximately 5% of postconsolidation shares outstanding on Oct 1, 2025).
  • Pricing: Market price at the time of acquisition.
  • Disposition: Purchased shares will be returned to treasury for cancellation.
  • Agent: Ventum Financial Corp. engaged as agent; potential for an automatic share purchase plan.
• Administrative Procedures:
  • Fractional shares will be rounded down to the nearest whole number.
  • Registered shareholders holding certificates will receive a letter of transmittal to surrender preconsolidation certificates for replacement certificates or direct registration advice.