Tiny Ltd. — Capital/Financing Update 2024

Jun 12, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company:

Tiny Ltd. (the “ Company ”) 2900 – 550 Burrard Street Vancouver, B.C., V6C 0A3

ITEM 2 Date of Material Change:

June 4 and June 6, 2024.

ITEM 3 News Release:

News releases dated June 4 and June 6, 2024 were distributed via Newsfile and subsequently filed on SEDAR+ at www.sedarplus.ca.

ITEM 4 Summary of Material Change:

On June 4, 2024, the Company announced it had closed its private placement (the “ Private Placement ”) with Hosking Partners LLP. Pursuant to the Private Placement, the Company issued a total 7,667,914 Common shares at a price of C$2.68 per share for gross proceeds of up to approximately US$15 million (CDN$20.55 million using the Bank of Canada Exchange rate of 1.37 from June 3, 2024). The proceeds of the Private Placement are expected to be used for acquisitions, working capital and general corporate purposes. No finder’s fees or commissions were paid in connection with the Private Placement. The Common shares issued pursuant to the Private Placement are subject to a statutory hold period expiring October 4, 2024 in accordance with applicable securities laws.

On June 6, 2024, the Company announced the appointment of Jordan Taub as Chief Executive Officer, effective immediately. Mr. Taub most recently served as CEO of WeCommerce, Tiny’s e-commerce software platform, and brings extensive operating experience from his time at Constellation Software.

ITEM 5 Full Description of Material Change:

5.1 – Full Description of Material Change:

On June 4, 2024, the Company announced it had closed the Private Placement with Hosking Partners LLP. Pursuant to the Private Placement, the Company issued a total 7,667,914 Common shares at a price of C$2.68 per share for gross proceeds of up to approximately US$15 million (CDN$20.55 million using the Bank of Canada Exchange rate of 1.37 from June 3, 2024). The proceeds of the Private Placement are expected to be used for acquisitions, working capital and general corporate purposes. No finder’s fees or commissions were paid in connection with the Private Placement. The Common shares issued pursuant to the Private Placement are subject to a statutory hold period expiring October 4, 2024 in accordance with applicable securities laws.

On June 6, 2024, the Company announced the appointment of Jordan Taub as Chief Executive Officer, effective immediately. Mr. Taub most recently served as CEO of WeCommerce, Tiny’s e-commerce software platform, and brings extensive operating experience from his time at Constellation Software. The Company’s founders, Andrew Wilkinson and Chris Sparling, will remain actively engaged with the company as Chairs of the Board. They will continue driving the Company’s investment strategy and vision while working closely with Mr. Taub on capital allocation and operational execution.

5.2 – Disclosure for Restructuring Transactions:

Not applicable.

ITEM 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:

Not Applicable.

ITEM 7 Omitted Information:

Not Applicable.

ITEM 8 Executive Officer:

Further information relating to this Material Change Report may be obtained from:

David Charron, Chief Financial Officer Telephone: (416) 418-3881

ITEM 9 Date of Report:

DATED as of June 11, 2024.

Forward-Looking Statements

This material change report contains statements which constitute “forward-looking statements” and “forwardlooking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and forward-looking statements. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company.