Tiny Ltd. — Capital/Financing Update 2025

Apr 1, 2025

Marketing Materials Term Sheet

TINY LTD.

BOUGHT DEAL OF SUBSCRIPTION RECEIPTS
$20,010,000
MARCH 31, 2025

The Offered Securities (as hereinafter defined) will be offered by way of a prospectus supplement to a final base shelf prospectus in each of the provinces of Canada. A prospectus supplement containing important information relating to the Offered Securities has not yet been filed with the applicable Canadian securities regulatory authorities. A final base shelf prospectus dated September 29, 2023 containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. The final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement are accessible through SEDAR+.

Copies of the final base shelf prospectus and prospectus supplement may be obtained from Canaccord Genuity Corp. at ecm@cgf.com.

The prospectus supplement constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The Offered Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and are being offered and sold in the United States exclusively to qualified institutional buyers, as defined in Rule 144A under the U.S. Securities Act. Each offeree in the United States is hereby notified that the offer and sale of Offered Securities to it is being made in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder.

This document does not provide full disclosure of all material facts relating to the Offered Securities. Investors should read the final base shelf prospectus, any amendment thereto and any applicable prospectus supplement for disclosure of those facts, especially risk factors relating to the Offered Securities, before making an investment decision.

Issuer: Tiny Ltd. (the "Company").

Offered Securities: Treasury offering of 17,400,000 subscription receipts of the Company (the "Subscription Receipts") (20,010,000 if the Over-Allotment Option (as defined herein) is exercised in full), with each Subscription Receipt automatically exchangeable upon the Acquisition Closing Date (as defined herein) for, without any action on the part of the holder thereof and without payment of additional consideration, one unit of the Company (each, a "Unit"). Each Unit shall be comprised of one Class A common share of the Company (each, a "Common Share") and one half of one Class A common share purchase warrant of the Company (each whole warrant, a "Warrant").

Issue Price: $1.15 per Subscription Receipt.

Offering Size: $20,010,000 ($23,011,500 if the Over-Allotment Option is exercised in full) (the "Offering").

Warrants: Each Warrant shall entitle the holder thereof to acquire until the date that is 24 months after the Closing Date, upon payment of the exercise price of $1.45, one Common Share. The Company may accelerate the expiry date of the Warrants if, at any time four months after the Closing Date, the volume weighted average trading price of the Common Shares is equal to or greater than $2.90 for any 20 consecutive trading days.

CQ
ROTH Canada

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Over-Allotment Option:
The Company has granted to the underwriters an over-allotment option (the “Over-Allotment Option”), exercisable, in whole or in part, at any time and from time to time until the earlier of: (i) 5:00 p.m. (Toronto time) on the day that is thirty (30) days following the Closing Date (as defined herein); and (ii) the Termination Date (as defined herein), to purchase up to an additional 2,610,000 Subscription Receipts on the same terms and conditions as the Offering, to cover over-allotments, if any, and for market stabilization purposes. The underwriters may elect to exercise the Over-Allotment Option for Subscription Receipts.

Use of Proceeds:
The net proceeds from the Offering will be used to partially fund the acquisition (the “Acquisition”) of 66% of Serato Audio Research Limited, a global leader in DJ software. The Acquisition is expected to close in the second quarter of 2025 (the “Acquisition Closing Date”).

Terms:
Bought deal offering by way of a prospectus supplement to the Company’s existing short form base shelf prospectus dated September 29, 2023 and subject to a mutually acceptable underwriting agreement containing “disaster out”, “regulatory out” and “material adverse change out” clauses running to the Closing Date (as defined herein).

Form of Offering:
Public offering of Subscription Receipts in all provinces of Canada and in the United States by way of private placement pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A and, subject to the approval of the Company, outside of Canada and the United States on a private placement or equivalent basis.

Exchange Listings:
An application will be made to list the Subscription Receipts (including the Subscription Receipts issuable pursuant to the Over-Allotment Option), the Common Shares into which the Subscription Receipts are exchangeable and the Common Shares for which the Warrants are exercisable on the TSX Venture Exchange (the “Exchange”). The existing Common Shares are listed on the TSXV under the symbol “TINY”.

Eligibility:
The Subscription Receipts shall be eligible for RRSPs, RRIFs, RESPs, RDSPs, TFSAs, DPSPs and FHSAs.

Concurrent Private Placement of Convertible Debentures:
Concurrently with the closing of the Offering, the Company expects to enter into subscription agreements with certain investors pursuant to which the Company will agree to sell up to $34.6 million aggregate principal amount of convertible debentures of the Company (the “Convertible Debentures”) on a “private placement” basis, with an original issue discount of 7.5%, for aggregate gross proceeds of up to $32 million (the “Concurrent Private Placement”). The principal amount of the Convertible Debentures will be convertible into Common Shares at a conversion price equal to a 30% premium to the Offering Price, subject to adjustment in certain circumstances.

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Escrowed Proceeds:

The gross proceeds from the sale of Subscription Receipts less the fees and expenses of the Underwriters and 50% of the Underwriting Commission (as defined herein) (the "Escrowed Offering Proceeds") will be deposited into escrow with a trustee, as escrow agent (the "Subscription Receipt Agent"), appointed in respect of the Subscription Receipts under an agreement between the Company, the Co-Lead Underwriters (as defined herein), on behalf of the underwriters, and the Subscription Receipt Agent (the "Subscription Receipt Agreement") and will be invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments), until the earlier of the Release Event and the Termination Event.

The Escrowed Offering Proceeds and any interest thereon (the "Escrowed Proceeds") will be released from escrow upon the Release Event. Upon the occurrence of the Release Event, the Subscription Receipt Agent will deliver an amount: (i) representing 50% of the Underwriting Commission, and interest earned thereon, to Canaccord Genuity Corp. on behalf of the underwriters; and (ii) the balance of the Escrowed Proceeds to the Company.

"Release Event" means the satisfaction of the Escrow Release Conditions prior to the Termination Event.

"Termination Event" means the earliest to occur of any of: (i) the failure to satisfy (or to be deemed to have satisfied) the Escrow Release Conditions on or before 5:00 p.m. (Eastern time) on the 90th day following the Closing Date that if such date is not a business day, it shall mean the next business day immediately following such date, as such date may be extended upon written agreement by the Company and the Co-Lead Underwriters in connection with the Offering and upon written notice of such extension being provided to the Subscription Receipt Agent under the Subscription Receipt Agreement or (ii) the Company delivering to the Co-Lead Underwriters, on behalf of the underwriters, a notice, executed by the Company, declaring that the Acquisition has been terminated or that the Company will not be proceeding with the Acquisition. The date on which such Termination Event occurs, the "Termination Date".

The "Escrow Release Conditions" are as follows:

1. Satisfaction of the conditions precedent to the closing of the Acquisition, other than (i) payment of the purchase price for the Acquisition, contained in the definitive agreement dated March 31, 2025 entered into with respect to the Acquisition; and (ii) those conditions precedent that by their nature are to be satisfied at the time of the closing of the Acquisition;
2. Satisfaction of the conditions precedent to Concurrent Private Placement, other than such conditions that by their nature are to be satisfied at the time of closing of the Acquisition;
3. Delivery of a certificate of the Company to the Co-Lead Underwriters certifying that the Escrow Release Conditions, other than (i) the delivery of the Escrow Release Notice and Direction (as defined herein) and (ii) that all conditions precedent, other than those conditions precedent that by their nature are to be satisfied at the time of the closing of the Acquisition, have been satisfied; and
4. Delivery of a certificate (the "Escrow Release Notice and Direction") by the Company and the Co-Lead Underwriters to the Subscription Receipt Agent

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certifying that the Escrow Release Conditions have been satisfied and that the Subscription Receipt Agent may release the Escrowed Proceeds.

In the event the Escrowed Proceeds are released pursuant to a Escrow Release Notice and Direction and the closing of the Acquisition does not occur within seven (7) business days of such release, the Company will cause such Escrowed Proceeds to be returned to the Subscription Receipt Agent and the Escrowed Proceeds will either continue to be held by the Subscription Receipt Agent or returned to the holders of the Subscription Receipts, as applicable.

In the event that the Release Event does not occur on or before the Termination Event, the Company shall deliver a notice to each of the Subscription Receipt holders and the Subscription Receipt Agent, and the Subscription Receipt Agent shall return, within three business days, to each such holder of Subscription Receipts, such holder's funds plus a pro rata share of interest actually earned thereon, less applicable withholding taxes, if any. The Company shall be responsible for any short fall in the Escrowed Proceeds payable to the holders of Subscription Receipts.

Co-Lead Underwriters:

Canaccord Genuity Corp. and ROTH Canada, Inc. (together, the "Co-Lead Underwriters")

Commission:

A cash fee equal to 5.5% of the gross proceeds raised in respect of the Offering (the "Underwriting Commission"). 50% of the Underwriting Commission will be payable by the Company at the time of the closing of the Offering (from the Offering proceeds) and the balance will be paid from the escrowed proceeds upon satisfaction of the Escrow Release Conditions.

Closing Date:

The Offering will close on or about April 7, 2025 (the "Closing Date").