Tiny Announces Issuer Bid for Convertible Debentures

Executive Summary

• Tiny Ltd. launched an issuer bid to repurchase up to all of its outstanding secured convertible debentures due May 12, 2030, offering cash plus Class A common share purchase warrants.
• The offer is tied to a planned US$110 million senior secured bond private placement, the net proceeds of which are intended to refinance existing debt and fund the cash component of the debenture repurchase.
• Support agreements covering approximately 95% ($34.3 M) of the outstanding debentures have already been executed, indicating strong holder participation.

Key Details

• Offer Mechanics: For each $1,000 principal of debentures tendered, holders receive:
• 12.5 Class A common share purchase warrants (each exercisable at $12.00 per share for five years).
• $1,181.73 in cash plus accrued interest up to three days before the payment date.
• Offer Timeline: Commences 2026‑02‑05; expires 2026‑03‑12 5:00 p.m. Toronto time. Closing expected within 10 days after expiry, subject to conditions.
• Conditionality: Offer requires at least two‑thirds of outstanding debentures tendered and is contingent on the closing of a concurrent private placement (“Bond Offering”) of up to US$110 million senior secured bonds due 2031.
• Support Agreements: Debenture holders representing $34,308,000 (≈95% of total) have signed lock‑up/support agreements committing to tender all their debentures.
• Use of Proceeds: Net proceeds from the Bond Offering will be used to refinance existing debt, including funding the cash consideration for the debenture repurchase.
• Financial Advisor: Canaccord Genuity Corp. is acting as financial advisor on the offer.
• Valuation: BDO Canada LLP prepared a formal valuation of the debentures and warrants per MI 61‑101; the valuation is included in the Offer Documents but does not constitute a recommendation.
• Regulatory Filings: Offer documents have been filed with Canadian securities regulators and are available on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)