FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company
Tiny Ltd. ("Tiny" or the "Company")
Suite 1800 – 510 West Georgia Street
Vancouver, British Columbia
V6B 0M3

Item 2 Date of Material Changes
March 31, 2025

Item 3 News Release
On March 31, 2025, the Company issued a news release through Cision Newswire and filed the news release on SEDAR+. A copy of the news release is attached hereto as Schedule "A".

Item 4 Summary of the Material Changes
On March 31, 2025, the Company announced that it had entered into a definitive agreement (as may be amended or supplemented from time to time, the "Acquisition Agreement") to acquire a 66% interest in Serato Audio Research Limited ("Serato"), a global DJ software company based in Auckland, New Zealand (the "Acquisition"). Tiny has agreed to acquire its interest in Serato for US$66 million, payable through a combination of cash and Class A common shares in the capital of the Company ("Common Shares") at closing. The Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals.

In conjunction with the Acquisition, the Company expects to enter into an underwriting agreement with Canaccord Genuity Corp. and Roth Canada, Inc., (the "Co-Lead Underwriters"), as lead underwriters, and a syndicate of underwriters (collectively with the Co-Lead Underwriters, the "Underwriters") to issue and sell, on a bought deal basis, 17,400,000 subscription receipts of the Company (the "Subscription Receipts"), at a price of $1.15 per Subscription Receipt (the "Offering Price"), for gross proceeds of approximately $20 million (the "Offering"). The net proceeds of the Offering are expected to be used to finance a portion of the cash component of the Purchase Price (as defined below). Closing of the Offering will be subject to a number of customary conditions precedent.

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 (the "Concurrent Private Placement"), with an original issue discount of 7.5%, for aggregate gross proceeds of up to $32 million. The net proceeds of the Concurrent Private Placement will be used to finance a portion of the cash component of the Purchase Price.

Item 5 Full Description of Material Changes:

The Acquisition
Pursuant to the Acquisition Agreement, the Company has agreed to acquire 66% of the shares of Serato from the current shareholders of Serato (the "Sellers") for an aggregate base purchase price of US$66,000,000 (the "Purchase Price"), payable on closing, subject to customary adjustments, plus contingent consideration based on Serato's performance in the

two years following closing of the Acquisition. The Purchase Price will be paid through: (i) the issuance of 29,360,452 Common Shares to the Sellers having an aggregate value of US$23,600,000 (the "Completion Shares"), and (ii) the payment of up to US$42,400,000 in cash.

Each Completion Share will be issued at a price of US$0.8038 (CAD$1.15) per share and will be subject to a statutory four month hold period in accordance with applicable Canadian securities laws. In addition, the Sellers have agreed to contractual restrictions on the sale of their Completion Shares whereby the transfer of such shares will be restricted for a period of 24 months following closing, with 50% of such Completion Shares becoming freely trading upon the first anniversary of the closing date and 12.5% being released quarterly thereafter.

In addition to the Purchase Price, the Acquisition Agreement provides that the Sellers are eligible to receive additional contingent consideration upon satisfaction of certain total revenue growth and Adjusted EBITDA performance targets within the two years following closing of the Acquisition (the "Contingent Consideration"). The Company will satisfy the first US$15,000,000 of Contingent Consideration in cash with any additional Contingent Consideration above US$15,000,000 payable through a combination of cash and up to 5,000,000 Common Shares, at the Company's discretion, at a price per share that is equal to the greater of the: (i) maximum allowable discount under the policies of the applicable stock exchange; and (ii) volume weighted average trading price of the Common Shares during the 30 trading days immediately preceding the issuance of such shares. If the Contingent Consideration targets are met, the Contingent Consideration will be paid after 90 days following the second anniversary of the closing of the Acquisition or on such other date as agreed by the parties.

The completion of the Acquisition is subject to customary mutual conditions for transactions of this nature, including: the accuracy of representations and warranties; the fulfilment of certain covenants; the receipt of certain regulatory approvals, including the approval of the New Zealand Overseas Investment Office and the approval of the TSX Venture Exchange (the "TSXV"). In addition, the obligation of Tiny to complete the Acquisition is subject to customary conditions in favour of Tiny, including: there having been no material adverse effect in the operations of Serato prior to closing; the Company arranging sufficient financing to enable the payment of the Purchase Price; the signing and delivery of a new individual employment agreement with a key employee; and compliance with securities laws, among other conditions.

Concurrently with the closing of the Acquisition, the Company will enter into a shareholders agreement with those Sellers who will retain an interest in Serato post-closing setting out the terms upon which the parties will conduct the business and operations of Serato. The shareholders agreement will also include put rights in favour of the Sellers and call rights in favour of the Company, exercisable upon the satisfaction of certain conditions, and providing for the acquisition by Tiny and certain other shareholders of Serato, of up to 9% of the remaining shares in the capital of Serato. The exercise of the put rights and call rights will be subject to certain conditions, including minimum financial performance obligations. The purchase price payable for the additional shares of Serato will be payable in cash and, subject to the approval of the TSXV, the issuance of Common Shares, at a price per share that is equal to the greater of the: (i) maximum allowable discount under the policies of the TSXV; and (ii) volume weighted average trading price of the Common Shares during the 30 trading days immediately preceding the exercise date of such rights.

A break fee of US$660,000 plus GST is payable in cash by the Company to Serato if the Acquisition Agreement is terminated in certain circumstances.

The Offering

The gross proceeds of the Offering, less 50% of the Underwriters' cash commission (as

described below) and certain expenses of the Underwriters, will be deposited in escrow on closing of the Offering.

In connection with the Offering, the Company expects to grant the Underwriters an option to purchase up to an additional 15% of the number of Subscription Receipts sold in the offering on the same terms and conditions as the Offering, exercisable by the Co-Lead Underwriters at any time, in whole or in part, up to the earlier of: (i) thirty days following the closing of the Offering and (ii) the termination of the Acquisition Agreement (the "Over-Allotment Option"). If the closing of the Acquisition occurs on or prior to the closing of the Offering or the closing of the Over-Allotment Option (the "Over-Allotment Closing"), the Company will deliver Common Shares and Warrants (as defined herein), instead of Subscription Receipts, to investors on the Over-Allotment Closing.

The net proceeds from the sale of the Subscription Receipts will be held by an escrow agent pending the fulfillment or waiver of all outstanding conditions precedent to the closing of the Acquisition (other than the payment of the consideration for the Acquisition and such other conditions precedent that, by their nature, are to be satisfied at the time of closing of the Acquisition). There can be no assurance that the applicable closing conditions will be met or that the Acquisition will be consummated.

Upon the satisfaction or waiver of each of the conditions precedent to the closing of the Acquisition as set out in the Acquisition Agreement and the conditions precedent to the Concurrent Private Placement (other than the payment of the consideration for the Acquisition and such other conditions precedent that, by their nature, are to be satisfied at the time of closing of the Acquisition or the Concurrent Private Placement): (a) one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant") will be automatically issued in exchange for each Subscription Receipt, without payment of additional consideration or further action by the holder thereof; (b) the remaining 50% of the Underwriters' cash commission (as described below) and certain expenses of the Underwriters, will be released from escrow to the Underwriters; and (c) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the Company. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.45 for a period of 24 months following the issuance thereof. The Company may accelerate the expiry date of the Warrants if, at any time within the four months after the closing of the Offering, the volume weighted average trading price of the Common Shares is equal to or greater than $2.90 for any 20 consecutive trading days.

If (i) the closing of the Acquisition does not occur within 90 days from the closing of the Offering or such other date as agreed to in writing by the parties to the Acquisition; (ii) the Acquisition Agreement is terminated at any earlier time in accordance with its terms; or (iii) the Company delivers a notice to the Co-Lead Underwriters that it does not intend to proceed with the Acquisition (each a "Termination Event"), holders of Subscription Receipts will, commencing on the second business day following the date on which the Termination Event occurs, be entitled to receive from the Subscription Receipt Agent an amount equal to the offering price per Subscription Receipt multiplied by the number of Subscription Receipts held by such holder plus their pro rata share of an amount equal to the interest earned on the escrowed funds and their pro rata share of the interest that would have been earned on 50% of the underwriters' fee if such fee were included in the escrowed funds, less any applicable withholding taxes. If a Termination Event occurs, all outstanding Subscription Receipts will be cancelled and will cease to represent the right to receive Common Shares and Warrants.

The Subscription Receipts will be offered pursuant to a prospectus supplement to the Company's short-form base shelf prospectus dated September 29, 2023. The Offering is expected to close on or about April 7, 2025 and is subject to certain conditions including, but not limited to, the approval of the TSXV and the satisfaction or waiver of any condition precedent to the completion of the Concurrent Private Placement, other than the completion of

the Offering and such other conditions thereunder that by their nature are to be satisfied at or following the closing of the Concurrent Private Placement.

Concurrent Private Placement

The Company intends, concurrently with the closing of the Offering, to undertake the Concurrent Private Placement, pursuant to which the Company intends to offer an aggregate of up to $34.6 million aggregate principal amount of Convertible Debentures for aggregate gross proceeds to the Company of up to approximately $32 million. The Convertible Debentures will be governed by the terms of a secured convertible debenture indenture to be entered into at the closing of the Concurrent Private Placement among the Company and the trustee for the Convertible Debentures.

In addition, the Company has also granted the Co-Lead Underwriters, as agents for the Concurrent Private Placement (the "Agents"), an option to purchase additional Convertible Debentures of up to 15% of the aggregate principal amount of Convertible Debentures sold on closing on the Concurrent Private Placement, on the same terms and conditions as the Concurrent Private Placement, exercisable for a period of 60 days following the closing of the Concurrent Private Placement.

Each Convertible Debenture will have a face value (i.e. principal amount) of $1,000 and will be offered and sold at a price of $925 per Convertible Debenture. 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 (the "Conversion Price"). The Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures into Common Shares at the then current Conversion Price if the daily volume weighted average trading price of the Common Shares is greater than a 100% premium to the original Conversion Price for any 20 consecutive trading days.

The Convertible Debentures will bear interest at the rate of 11% per annum, payable semi-annually in arrears on the last business day of October and April of each year, beginning in October, 2025. The Convertible Debentures will mature on the fifth anniversary of the closing of the Concurrent Private Placement, unless earlier repurchased, redeemed, or converted in accordance with their terms.

The Convertible Debentures will not be redeemable at the Company's option prior to the second anniversary of the closing of the Concurrent Private Placement. On or after the second anniversary of the closing of the Concurrent Private Placement, the Convertible Debentures will be redeemable at the Company's option, in whole or in part, at a price equal to the principal amount of the Convertible Debentures to be redeemed including any accrued and unpaid interest thereon, plus a portion of the interest that would become payable between the redemption date and the maturity date of the Convertible Debentures.

The Convertible Debentures will be secured and include customary covenants and events of default for a transaction of this nature.

Completion of the Concurrent Private Placement is subject to customary conditions for transaction of this nature, including the closing of the Offering and the approval of the TSXV and the satisfaction or waiver of any condition precedent to the completion of the Acquisition, other than the completion of the Concurrent Private Placement and such other conditions as by their nature are to be satisfied at or following the Closing of the Concurrent Private Placement.

For additional information about the Acquisition, the Offering and the Concurrent Private Placement, see the news release dated March 31, 2025, attached hereto as Schedule "A".

Schedule "B" attached hereto sets out certain pro forma financial information of the Company

after giving effect to the Acquisition.

Certain marketing materials being used in connection with the Offering are attached hereto as Schedule "C".

Schedule "D" attached hereto sets out certain risk factors related to the Acquisition.

Item 6 Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Mike McKenna
Chief Financial Officer
Tiny Ltd.
Phone: 416-938-0574
Email: [email protected]

Item 9 Date of Report

March 31, 2025

Forward-Looking Statements

Certain statements in this material change report and in the Company's oral and written public communications may constitute forward-looking statements that reflect management's expectations regarding the Company's future growth, financial performance and business prospects and opportunities, including in respect of the proposed Acquisition, as of the date of this material change report. 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 material change report includes, among others, forward-looking statements regarding the Company's expectations regarding: the anticipated benefits of and strategic rationale for the Acquisition; the impact of the Acquisition on the Company and its business; the anticipated timing and receipt of required regulatory approvals; the anticipated timing for closing the Acquisition; the nature, size and sources of financing available to the Company; the timing, details and pricing of the Offering and Concurrent Private Placement; satisfaction of conditions to the lead investor's investment in the Concurrent Private Placement; timing for the satisfaction of closing conditions under the Acquisition Agreement; and the expected date of the closing of the Acquisition. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this material change report. 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.

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 material change report 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: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; and diversion of management time on the Acquisition. There are also risks that are inherent in the nature of the Acquisition, including failure to satisfy the conditions to the closing of the Acquisition and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for closing of the Acquisition may change for a number of reasons, including the inability to secure necessary regulatory or other approvals in the time assumed or the need for additional time to satisfy the conditions to the closing of the Acquisition. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the Acquisition. 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 30, 2024 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. 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.

SCHEDULE A

News Release

(See attached)

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Tiny Announces Majority Acquisition of Serato, A Global Leader in DJ Software, and Reports Strong Q4 Preliminary Results

Serato Acquisition

Serato is a global leader in DJ software with a 25-year track record, serving over 2 million users worldwide
35% compounded annual growth rate on number of paid subscribers over the last five years, with attractive margins
Acquisition increases Tiny's ARR by 68% to a range of $64.0 million to $66.0 million and boosts Adjusted EBITDA by ~45% to an estimated range of $42.5 million to $46.5 million¹
Strategic addition enhances Tiny's software portfolio, accelerating revenue growth and strengthening long-term cash flow
The Acquisition is expected to be financed in part through a combination of net proceeds from Tiny's public offering of Subscription Receipts, concurrent private placement of Convertible Debentures, and the issuance of Tiny equity to the Sellers

Tiny Ltd. FY2024 / Q4 Preliminary Results

FY2024 total revenue of $194.2 million with Adjusted EBITDA of $28.5 to $32.5 million. Q4 total revenue of $47.6 million with Adjusted EBITDA of $8.5 to $12.5 million, versus $7.3 million in Q3, reflecting improved operational efficiency (a 16% - 71% increase quarter-on-quarter)
Reduced net debt by $10.2² million to $94.1 million (approximately 2.9x to 3.3x estimated 2024 Adjusted EBITDA) during FY2024
Q4 2024 debt repayment of $8.2 million, including voluntary repayment of $6.4 million of principal
Maintains current leverage levels at ~3.1x Adj. EBITDA, with a continued focus on reducing to a target of below 2.5x

VICTORIA, British Columbia – March 31, 2025 – Tiny Ltd. (“Tiny” or the “Company”) (TSXV: TINY), a Canadian technology holding company that acquires wonderful businesses for the long term, announces that it has entered into an arms-length definitive agreement (as may be amended or supplemented from time to time, the “Acquisition Agreement”) to acquire a 66% interest in Serato Audio Research Limited (“Serato”), a global DJ software company based in Auckland, New Zealand (the “Acquisition”). Tiny has agreed to acquire its interest in Serato for US$66 million, payable through a combination of cash and Class A common shares in the capital of the Company (“Common Shares”) at closing. The Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals.

¹ Estimated Adjusted EBITDA range is for the twelve-month period ended September 30, 2024, on an annualized basis in the case of Serato as described below. Information regarding Tiny following the Acquisition reflects the unaudited pro forma financial results of Tiny and Serato on a fully consolidated basis. Pursuant to the terms of the Acquisition, Tiny will acquire 66% of the issued and outstanding shares of Serato. Adjusted to reflect Tiny's acquisition of 66% of Serato, Tiny's ARR would increase by approximately ~45% to a range of $55 million to $57 million, Adjusted EBITDA would increase by ~30% to a range of $38 million to $40 million, and net leverage ratio would be approximately 3.5x. ARR for Tiny is calculated by taking the recurring revenue for the three-month period ended September 30, 2024 and multiplying it by four. ARR for Serato is calculated by taking the recurring revenue for the nine-month period ended September 30, 2024 and dividing it by 0.75. All other Serato figures represent Serato's results for the nine-month period ending September 30, 2024 divided by 0.75 (9 of 12 months) to present the figure on an annualized basis.

² Presented net of drawings and foreign exchange fluctuations.

The Acquisition represents a significant milestone in Tiny's strategy to build a diversified portfolio of category-leading technology businesses with strong recurring revenue, organic growth and profitability.

Category Leader: Serato is a globally recognized leader in DJ software, with a loyal user base and significant market share built over the last 25 years
Portfolio Expansion: The Acquisition bolsters Tiny's portfolio with a growing and profitable software business with opportunities for further expansion
Growth Acceleration: In close collaboration with Serato's management team, Tiny has developed a strategic plan to drive accelerated growth. This includes a focus on advancing the product roadmap, strengthening digital marketing efforts, and applying other operational best practices
Aligned Leadership Team: Serato's experienced management team remains in place with long-term incentive plans focused on growing intrinsic value, ensuring continuity and alignment for the next stage of growth
Combined Financial Strength: Tiny management anticipates that the acquisition will significantly boost annual recurring revenue, earnings and cash flow, while maintaining the current net leverage ratio and allowing the Company to continue to reduce its net leverage

"We are thrilled to announce our acquisition of Serato, one of the most iconic brands in DJ software. Through our extensive meetings with Serato's founders and team, it is clear we have a unified vision for Serato's future and how to strategically and thoughtfully expand upon its strong legacy. Serato represents the ideal acquisition for Tiny with its market leadership, long history of growth and profitability and unparalleled track record of innovation. This acquisition perfectly demonstrates our investment thesis: partnering with exceptional businesses, supporting their continued growth, and generating long-term value for our shareholders," said Jordan Taub, Tiny CEO.

AJ Wilderland, Co-founder of Serato, said "We've always believed that Serato's strength lies in our ability to innovate and stay true to our community of artists. After 25 years of building and guiding this business with my co-founder Steve, we couldn't ask for a better partner than Tiny. Their long-term vision and strategic approach align with the future we've always envisioned for Serato. This partnership not only accelerates our growth but also provides the ideal long-term home for the next chapter of the business we've nurtured from the ground up."

Young Ly, CEO of Serato, added "Serato's long history of success is driven by a single-minded focus of serving artists. We are incredibly proud of the strength of our business today, and the loyal users that surround us. We are excited by the many ways Tiny's unique long-term approach and track record with companies like Letterboxd, AeroPress and Metalab accelerate how we create value for our users, while retaining our headquarters in New Zealand. This is strengthened by their respect for our legacy and growth mindset for the future of our business."

Overview of Serato

For over 25 years, Serato's innovative software has redefined how DJs, producers, and artists worldwide create and perform, with a portfolio of industry-leading software including Scratch Live, Serato DJ, Serato Sample, Studio, and the recently introduced Hex FX. Among these, Serato DJ stands out as one of the most widely adopted and globally recognized DJ software platforms. Serato's software is often directly integrated into leading hardware providers, consistently introducing new users into the ecosystem.

Serato is a growing and profitable business that is expected to be immediately accretive to Tiny's consolidated financial results. Financial highlights of Serato's business include³:

³ Except as otherwise noted, Serato figures are unaudited and unreviewed and were prepared by the management of Serato in accordance with Generally Accepted Accounting Principles in New Zealand, which is the New Zealand equivalent to International Financial Reporting Standards – Reduced Disclosure Regime ("NZ IFRS (RDR)"). There can be no assurance that if this financial information were audited or reviewed by a third party, no modifications would be required to cause such financial information to be presented in accordance with NZ IFRS (RDR) or that such modifications would not be material. As a result, investors should not put undue reliance on the unaudited and unreviewed selected financial information of Serato.

$42.4M annualized revenue;
62% recurring revenue;⁴
35% CAGR on number of paid subscribers over the last five years; and
Adjusted EBITDA margin of 34% for the nine-month period ended September 30, 2024.

Acquisition Terms

Pursuant to the Acquisition Agreement, the Company has agreed to acquire 66% of the shares of Serato from the current shareholders of Serato (the “Sellers”) for an aggregate base purchase price of US$66,000,000 (the “Purchase Price”), payable on closing, subject to customary adjustments, plus contingent consideration based on Serato’s performance in the two years following closing of the Acquisition. The Purchase Price will be paid through: (i) the issuance of 29,360,452 Common Shares to the Sellers having an aggregate value of US$23,600,000 (the “Completion Shares”), and (ii) the payment of up to US$42,400,000 in cash.

The total consideration payable on closing of the Acquisition represents a valuation of Serato at 3.2x annualized revenue based on the nine-month period ended September 30, 2024 and 9.6x Adjusted EBITDA.

In addition to the Purchase Price, the Acquisition Agreement provides that the Sellers are eligible to receive additional contingent consideration upon satisfaction of certain total revenue growth and Adjusted EBITDA performance targets within the two years following closing of the Acquisition (the “Contingent Consideration”). The Company will satisfy the first US$15,000,000 of Contingent Consideration in cash with any additional Contingent Consideration above US$15,000,000 payable through a combination of cash and up to 5,000,000 Common Shares, at the Company’s discretion, at a price per share that is equal to the greater of the: (i) maximum allowable discount under the policies of the applicable stock exchange; and (ii) volume weighted average trading price of the Common Shares during the 30 trading days immediately preceding the issuance of such shares. If the Contingent Consideration targets are met, the Contingent Consideration will be paid after 90 days following the second anniversary of the closing of the Acquisition or on such other date as agreed by the parties.

The completion of the Acquisition is subject to customary mutual conditions for transactions of this nature, including: the accuracy of representations and warranties; the fulfilment of certain covenants; the receipt of certain regulatory approvals, including the approval of the New Zealand Overseas Investment Office and the approval of the TSX Venture Exchange (the “TSXV”). In addition, the obligation of Tiny to complete the Acquisition is subject to customary conditions in favour of Tiny, including: there having been no material adverse effect in the operations of Serato prior to closing; the Company arranging sufficient financing to enable the payment of the Purchase Price; the signing and delivery of a new individual employment agreement with a key employee; and compliance with securities laws, among other conditions.

⁴ Recurring revenue is based on the amount of subscription revenue generated for the nine-month period ended September 30, 2024 divided by the total amount of revenue generated in the nine month period ended of September 30, 2024.

the TSXV, the issuance of Common Shares, at a price per share that is equal to the greater of the: (i) maximum allowable discount under the policies of the TSXV; and (ii) volume weighted average trading price of the Common Shares during the 30 trading days immediately preceding the exercise date of such rights.

A break fee of US$660,000 plus GST is payable in cash by the Company to Serato if the Acquisition Agreement is terminated in certain circumstances.

It is currently expected that, subject to the receipt of all regulatory and other approvals, and the satisfaction or waiver of all conditions, the Acquisition will be completed during the second quarter of 2025. Further details regarding the terms of the Acquisition will be set out in the Acquisition Agreement, a copy of which will be publicly filed by Tiny under its profile on SEDAR+ at www.sedarplus.com.

Bought Deal Financing

In conjunction with the Acquisition, the Company expects to enter into an underwriting agreement with Canaccord Genuity Corp. and Roth Canada, Inc., (the "Co-Lead Underwriters"), as lead underwriters, and a syndicate of underwriters (collectively with the Co-Lead Underwriters, the "Underwriters") to issue and sell, on a bought deal basis, 17,400,000 subscription receipts of the Company (the "Subscription Receipts"), at a price of $1.15 per Subscription Receipt (the "Offering Price"), for gross proceeds of $20 million (the "Offering"). The net proceeds of the Offering are expected to be used to finance a portion of the cash component of the Purchase Price. Closing of the Offering will be subject to a number of customary conditions precedent.

Additional information about the Subscription Receipts and the Offering is set out below under "Additional Information on the Offering."

Concurrent Private Placement

A lead investor has committed to subscribe for not less than $15 million principal amount of Convertible Debentures, subject to the satisfaction of certain conditions.

Closing of the Concurrent Private Placement will be subject to a number of conditions, including the satisfaction or waiver of any conditions precedent to the completion of the Offering and to the completion of the Acquisition (other than the payment of the consideration for the Acquisition and such other conditions that, by their nature, are to be satisfied at or following the time of closing of the Offering or the Acquisition).

Additional information about the Convertible Debentures and the Concurrent Private Placement is set out below under "Additional Information on the Concurrent Private Placement."

Select Preliminary Unaudited Financial Results

The Company has also announced select preliminary unaudited financial results for the year and fourth quarter ended December 31, 2024 based on information currently available to management. The Company is making this announcement because the same information is being provided concurrently to potential investors in connection with the Offering and the Concurrent Private Placement.

The Company anticipates that the financial results for the year and fourth quarter ended December 31, 2024 to include the following highlights:

Total revenue of $194.2 million, a 5% increase from 2023, primarily driven by the full-year inclusion of the Software and Apps division

Adjusted EBITDA of $28.5 million to $32.5 million, an increase of $1.1 million to $5.1 million from 2023, driven primarily by cost rationalization measures implemented in late 2024
Total debt of $116.9 million, a decrease of $14.3 million or 11% from December 31, 2023 driven by repayments, net of drawings, of $24.3 million offset by foreign exchange fluctuation of $10.0 million
Q4 2024 debt repayment of $8.2 million, including voluntary repayment of $6.4 million of principal

All figures reported above are unaudited and preliminary and are subject to change and adjustment as the Company's financial results for the fourth quarter and year ended December 31, 2024 are finalized. Accordingly, investors are cautioned not to place undue reliance on the foregoing guidance. The Company does not intend to provide unaudited preliminary results in the future. The preliminary unaudited results provided in this news release constitute future-oriented financial information within the meaning of applicable securities laws, are based on several assumptions and are subject to a number of risks and uncertainties. Actual results may differ materially. For a more detailed discussion of certain of these risk factors refer well as the list of risk factors in the Company's Annual Information Form dated April 30, 2024 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.

Investor Call

The Company will subsequently hold a conference call to discuss the Acquisition on March 31, 2025, at 5:00 p.m. ET. The call will be hosted by Jordan Taub, CEO and Mike McKenna, CFO. A question and answer session will follow the discussion of the Acquisition.

Conference Call Details

Date: March 31, 2025

Time: 5:00 pm ET

Dial-in Numbers: (US) +1 404 975 4839 or +1 833 470 1428 (Canada) +1 226 828 7575 or +1 833 950 0062

Access Code: 211265

This live call is also being webcast and can be accessed by going to: https://events.q4inc.com/attendee/681785534

An archived telephone replay of the call will be available for one week following the call by dialing (US) +1 929 458 6194 or (Canada) +1 226 828 7578 and entering access code 940657.

Additional Information on the Offering

The gross proceeds of the Offering, less 50% of the Underwriters' cash commission (as described below) and certain expenses of the Underwriters, will be deposited in escrow on closing of the Offering.

than the payment of the consideration for the Acquisition and such other conditions precedent that, by their nature, are to be satisfied at the time of closing of the Acquisition or the Concurrent Private Placement): (a) one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant") will be automatically issued in exchange for each Subscription Receipt, without payment of additional consideration or further action by the holder thereof; (b) the remaining 50% of the Underwriters' cash commission (as described below) and certain expenses of the Underwriters, will be released from escrow to the Underwriters; and (c) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the Company. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.45 for a period of 24 months following the issuance thereof. The Company may accelerate the expiry date of the Warrants if, at any time within the four months after the closing of the Offering, the volume weighted average trading price of the Common Shares is equal to or greater than $2.90 for any 20 consecutive trading days.

The Subscription Receipts will be offered pursuant to a prospectus supplement (the "Prospectus Supplement") to the Company's short-form base shelf prospectus dated September 29, 2023. The Prospectus Supplement is expected to be filed in each of the provinces of Canada on or about April 2, 2025. Further information regarding the Offering and the Acquisition, including related risk factors, will be set out in the Prospectus Supplement. The Offering is expected to close on or about April 9, 2025 and is subject to certain conditions including, but not limited to, the approval of the TSXV and the satisfaction or waiver of any condition precedent to the completion of the Concurrent Private Placement, other than the completion of the Offering and such other conditions thereunder that by their nature are to be satisfied at or following the closing of the Concurrent Private Placement.

In connection with the Offering, the Company will pay the Underwriters a cash commission equal to 5.5% of the gross proceeds from the Offering.

The Subscription Receipts and the underlying Warrants and Common Shares (including such Common Shares underlying the Warrants) have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "1933 Act") and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Subscription Receipts or the underlying Warrants and Common Shares (including such Common Shares underlying the Warrants) in the United States or to, or for the account or benefit of, U.S. persons.

Additional Information on the Concurrent Private Placement

Placement, on the same terms and conditions as the Concurrent Private Placement, exercisable for a period of 60 days following the closing of the Concurrent Private Placement.

The Convertible Debentures will be secured and include customary covenants and events of default for a transaction of this nature.

In connection with the Concurrent Private Placement, the Company will pay the Agents a cash commission equal to 4.0% of the gross proceeds from the Concurrent Private Placement and shall pay an arrangement fee of $216,210 plus reimbursement of certain expenses to the lead investor.

Advisors and Counsel

Canaccord Genuity Corp. and Roth Canada, Inc. are financial advisors to Tiny. Norton Rose Fulbright Canada LLP and Chapman Tripp are legal counsel to Tiny in connection with the Acquisition, the Offering, and the Concurrent Private Placement. The Raine Group is financial advisor to Serato. Avid.Legal is legal counsel to the shareholders of Serato in connection with the Acquisition. Blake, Cassels & Graydon LLP is legal counsel to the Underwriters in connection with the Offering and to the Co-Lead Underwriters in connection with the Concurrent Private Placement.

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 operates across three principal reporting segments: Digital Services, delivering design and development solutions that help global companies build exceptional products; Software and Apps, offering industry-leading applications and themes that empower merchants in the Shopify ecosystem; and Creative Platform, featuring Dribbble, the premier social network for designers, alongside Creative Market, a marketplace for high-quality digital assets including fonts, graphics, and templates.

For more about Tiny, please visit www.tiny.com or refer to the public disclosure documents available under Tiny's profile on SEDAR+ at www.sedarplus.ca.

Tiny Ltd. Contact:
Mike McKenna
Chief Financial Officer
Phone: 416-938-0574
Email: [email protected]

Cautionary Note Regarding Forward-Looking Information

Certain statements in this press release and in the Company's oral and written public communications may constitute forward-looking statements that reflect management's expectations regarding the Company's future growth, financial performance and business prospects and opportunities, including in respect of the proposed Acquisition, as of the date of this press release. 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 regarding the Company's expectations regarding: the anticipated benefits of and strategic rationale for the Acquisition; the impact of the Acquisition on the Company and its business; the anticipated timing and receipt of required regulatory approvals; the anticipated timing for closing the Acquisition; the nature, size and sources of financing available to the Company; the timing, details and pricing of the Offering and Concurrent Private Placement; satisfaction of conditions to the lead investor's investment in the Concurrent Private Placement; timing for the satisfaction of closing conditions under the Acquisition Agreement; and the expected date of the closing of the Acquisition. These statements reflect current expectations of management regarding future events and operating performance, 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 inherent risks and uncertainties. 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.

with respect to the Company and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. 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.

Non-IFRS Measures

Certain information presented in this press release contain non- IFRS accounting standards as issued by the International Accounting Standards Board ("IFRS") measures that are used by us as indicators of financial performance. These financial measures do not have standardized meanings prescribed under IFRS and our computation may differ from similarly-named computations as reported by other entities and, accordingly, may not be comparable. These financial measures should not be considered as an alternative to, or more meaningful than, measures of financial performance as determined in accordance with IFRS as an indicator of performance. The Company believes these measures may be useful supplemental information to assist investors in assessing our operational performance and our ability to generate cash through operations. The non-IFRS measures also provide investors with insight into our decision making as we use these non-IFRS measures to make financial, strategic and operating decisions.

Because non-IFRS measures do not have a standardized meaning and may differ from similarly-named computations as reported by other entities, securities regulations require that non-IFRS measures be clearly defined and qualified, reconciled with their nearest IFRS measure and given no more prominence than the closest IFRS measure.

If non-IFRS measures are included in documents incorporated by reference herein, information regarding these non-IFRS measures are presented in the sections dealing with these financial measures in such documents.

Non-IFRS measures are not audited. Unless otherwise indicated, the financial information presented in this release is prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. These non-IFRS measures have important limitations as analytical tools and investors are cautioned not to consider them in isolation or place undue reliance on ratios or percentages calculated using these non-IFRS measures.

NON-IFRS MEASURES RECONCILIATIONS

All figures reported in the non-IFRS reconciliation below (including, in particular, those relating to FY2024 and Q4 2024 for Tiny) are unaudited and preliminary and subject to change and adjustment as the Company's financial results for the fourth quarter and year ended December 31, 2024 are finalized. Accordingly, investors are cautioned not to place undue reliance on such figures. The preliminary unaudited results provided in this news release constitute forward-looking statements within the meaning of applicable securities laws, are based on several assumptions and are subject to a number of risks and uncertainties. Actual results may differ materially.

EBITDA and Adjusted EBITDA (Tiny)

	For the three-month period ended December 31, 2024	For the year ended December 31, 2024
Earnings/(losses) before taxes	$(23.4) – (27.4)M	$(47.2) – (51.2)M
Depreciation and amortization	$8.9 – 8.9M	$35.3 – 35.3M
Interest expense	$2.4 – 2.4M	$10.9 – 10.9M
EBITDA	$(12.1) – (16.1)M	$(0.9) – (4.9)M
EBITDA Adjustments
Share-based payments	$0.8 – 0.8M	$2.1 – 2.1M
Business acquisition costs	$0.2 – 0.2M	$0.9 – 0.9M
Impairment of non-financial assets	$18.7 – 19.7M	$18.7 – 19.7M
Other expenses^{1}	$3.4 – 4.4M	$2.5 – 3.5M
Non-recurring expenses^{2}	$0.5 – 0.5M	$8.2 – 8.2M
Adjusted EBITDA	$8.5 – 12.5M	$28.5 – 32.5M

(1) Other expenses include the loss on sale of subsidiaries, fair value gain/(loss) to financial instruments, fair value adjustment to contingent consideration, gain on disposal of intangible assets, share of earnings/(losses) from unlisted equity investments and other expenses/(income) from the gain/loss on foreign exchange.
(2) Non-recurring expenses include severance, one-time professional fees, and project-related costs

Net debt to adjusted EBITDA ratio (Tiny)

	For the year ended December 31, 2024
Adjusted EBITDA	$28.5 – 32.5M
Net debt	$94.1 – $94.1M
	2.9x – 3.3x

Adjusted EBITDA Margin (Serato) for the nine-month period ended September 30, 2024

	For the nine-month period ended September 30, 2024
Net Income	C$5.5M
Income tax expense	C$2.5M
Depreciation and amortization	C$0.8M
Interest expense	C$0.3M
EBITDA	C$9.1M
Adjustments(1)	C$1.6M
Adjusted EBITDA	C$10.7M
Revenue	C$31.8M
Adj. EBITDA Margin	34%

(1) Adjustments include unusual, non-recurring, non-cash or non-operating items such as unrealized foreign exchange gains/losses and research and development tax credits

Run Rate Revenue (Serato)

For the nine-month period ended September 30, 2024	C$31.8M
Annualized for the entire year	0.75
Run Rate	C$42.4M
Average foreign exchange rate, nine-months ended September 30, 2024	1.36
Run Rate	US$31.2M

Recurring Revenue (Serato)

Recurring Revenue	C$19.9M
Non-recurring revenue	C$11.9M
Total revenue for the nine-month period ended September 30, 2024	C$31.8M
% recurring	62%

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.

SCHEDULE B

Pro Forma Financial Information

(See attached)

SUMMARY PRO FORMA FINANCIAL INFORMATION

On March 31, 2025, Tiny Ltd. (“Tiny” or the “Company”) entered into a Share Purchase Agreement as may be amended or supplemented from time-to-time (the “Agreement”), whereby Spin Acquisition Corp (a wholly owned subsidiary of Tiny) will acquire (the “Acquisition”) 66% of the issued and outstanding common shares of Serato Audio Research Limited (“Serato”). The aggregate base purchase price for the Acquisition will be US$66,000,000 (C$100.7 million), payable on closing (the “Base Purchase Price”). The Base Purchase Price will be payable through a combination of cash and common shares. In addition to the Base Purchase Price, the sellers of Serato are entitled to received additional contingent consideration upon the satisfaction of certain financial performance targets within the two years following the closing of the Acquisition (the “Contingent Consideration”) with the first US$15 million of any such Contingent Consideration payable in cash and any additional amount payable in cash or common shares. The Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary conditions precedent, including Canadian and New Zealand regulatory approvals.

The Acquisition does not constitute a “significant acquisition” as contemplated under National Instrument 52-102 – Continuous Disclosure Obligations and, accordingly, the Company is not required to file a business acquisition report in respect of the Acquisition. However, the Company has opted to present the following summary financial information on a voluntary basis, to assist its shareholders in understanding the impact of the Acquisition on the Company’s business.

Pro Forma Financial Information of the Company and Serato Giving Effect to the Pro Forma Impact of the Acquisition

The unaudited pro forma condensed consolidated statement of financial position as of September 30, 2024 and unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2024 (the “Pro Forma Financial Information”) have been prepared to illustrate the pro forma impact of the Acquisition. In particular, the unaudited pro forma condensed consolidated statement of financial position gives the effect to the Acquisition as if it was completed on September 30, 2024. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2024 gives effect of the Acquisition as if it had closed on January 1, 2024.

In the opinion of management, the accounting policies used in the unaudited pro forma condensed consolidated financial statements include all adjustments necessary for the fair presentation of the transaction in accordance with the recognition and measurement principles of IFRS Accounting Standards as issued by the International Accounting Standards Board and incorporate the significant accounting policies expected to be used to prepare the Company’s consolidated financial statements.

The Pro Forma Financial Information has been prepared by the management of Tiny for illustrative purposes only and is not necessarily indicative of the financial position or operating results that would have been achieved if the Acquisition had been completed on September 30, 2024 or January 1, 2024, as the case may be, nor does it purport to project the financial position as of any future date or results of operations for any future period. The Pro Forma Financial Information may not be useful in predicting the future financial position or results of operations of the combined company. The actual financial position or results of operations may differ materially from the Pro Forma Financial Information presented herein. For more information, see “Risk Factors” elsewhere in this material change report.

The Pro Forma Financial Information is derived from the following:

the unaudited interim condensed consolidated financial statements of Tiny Ltd. for the three and nine months ended September 30, 2024;
the unaudited and unreviewed selected financial information of Serato, prepared by Serato management, as at and for the nine months ended September 30, 2024; and
the adjustments and assumptions outlined below.

Management of Serato has represented to Tiny that the unaudited and unreviewed selected financial information of Serato as at and for the nine months ended September 30, 2024 included in the Pro Forma Financial Information has been prepared by the management of Serato in accordance with Generally Accepted Accounting Principles in New Zealand, which is the New Zealand equivalent to International Financial Reporting Standards – Reduced Disclosure Regime (“NZ IFRS (RDR)”). There can be no assurance that if this financial information were audited or reviewed by a third party, no modifications would be required to cause such financial information to be presented in accordance with NZ IFRS (RDR) or that such modifications would not be material. As a result, investors should not put undue reliance on the unaudited and unreviewed selected financial information of Serato as at and for the nine months ended September 30, 2024 included in the Pro Forma Financial Information.

The historical financial information included in the Pro Forma Financial Information has been adjusted to give effect to pro forma events that are (1) directly attributable to the Acquisition, (2) factually supportable and (3) expected to have a material continuing impact on the results of Tiny. The Pro Forma Financial Information does not reflect the exchange impact resulting from the translation of foreign operations of Serato, cost savings from operating efficiencies or synergies that could result from the Acquisition, or liabilities that may result from integration planning. Furthermore, potential future tax planning strategies have not been reflected in the Pro Forma Financial Information and are not expected to be implemented at the time of the Acquisition. Therefore, the actual effective tax rate will likely vary from the estimated tax rates that have been used for purposes of computing tax expense in these unaudited pro forma condensed consolidated financial statements. The actual adjustments to the statement of financial position and the statement of (loss)/income and comprehensive (loss)/income of Tiny will depend on a number of factors including among others, additional information available and finalization of the purchase price allocation. The Pro Forma Financial Information does not include adjustments for differences in accounting policies between Tiny and Serato. Such differences are not expected to be material.

Serato’s historical financial information, originally presented in New Zealand dollars (“NZD”) has been translated to Canadian dollars for presentation in the Pro Forma Financial Information using the following exchange rates sourced from the Bank of Canada:

	NZD to Canadian dollar
Unaudited pro forma condensed consolidated statement of financial position as at September 30, 2024	0.8569
Unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2024	0.8290

Unless otherwise indicated, all amounts are expressed in Canadian dollars and rounded to the nearest dollar.

Tiny Ltd.
Pro Forma Condensed Consolidated Statement of Financial Position
Unaudited - Prepared by Management
Expressed in Canadian Dollars
September 30, 2024

	Tiny Ltd.	Serato Audio Research Ltd.	Pro forma adjustments	Notes	Pro Forma Consolidated
Assets
Current Assets
Cash and cash equivalents	$ 18,617,296	$ 5,087,360	$ (1,631,950)	[a][b][c]	$ 22,072,706
Restricted cash	75,000	-	-		75,000
Trade and other receivables	20,232,330	4,237,900	-		24,470,230
Income taxes receivable	2,233,528	2,065,432	-		4,298,960
Current portion of due from related parties	260,874	-	-		260,874
Current portion of lease receivables	111,750	-	-		111,750
Inventory		163,456	-		163,456
Prepaid expenses	1,807,254	851,897	-		2,659,151
Other current assets	4,907	7,371	-		12,278
	$ 43,342,939	$ 12,413,416	$ (1,631,950)		$ 54,124,405
Capital assets	5,587,725	1,757,015	-		7,344,740
Intangible assets	112,660,617	19,272	64,403,460	[b]	177,083,349
Right-of-use assets	33,560	3,513,543	-		3,547,103
Goodwill	162,220,817	-	94,358,277	[b]	256,579,094
Investments	43,474,372	50,158	-		43,524,530
Derivatives	-	-	-		-
Due from related parties	2,774,074	-	-		2,774,074
Lease receivable	44,107	-	-		44,107
Other assets	492,892	-	-		492,892
Deferred tax asset	3,839,937	484,979	(484,979)	[b]	3,839,937
Total Assets	$374,471,040	$18,238,383	$156,644,808		$ 549,354,231
Liabilities and Shareholders' Equity
Current liabilities:
Trade and other payables	27,391,818	2,976,057	-		30,367,875
Current portion of debt	14,916,711	-	-		14,916,711
Income taxes payable	4,739,984	-	-		4,739,984
Due to related parties	55,221	-	-		55,221
Current portion of lease liabilities	216,366	535,884	-		752,250
Contingent consideration payable	1,519,247	-	-		1,519,247
Derivatives	554,343	-	-		554,343
Deferred revenue	11,055,891	-	-		11,055,891
	$ 60,449,581	$ 3,511,941	$ -		$ 63,961,522
Deferred income tax liabilities	6,628,475	-	17,066,917	[b]	23,695,392
Lease liabilities	104,734	3,813,262	-		3,917,996
Contingent consideration payable	61,120	-	6,295,080	[b]	6,356,200
Line of Credit	-	-	12,000,000	[c]	12,000,000
Convertible debt	100,124,418	-	30,129,730	[c]	130,254,148
Total Liabilities	$ 167,368,328	$ 7,325,203	$ 65,491,727		$ 240,185,258
Equity:
Share Capital	183,682,238	485,076	52,179,444	[b][c]	236,346,758
Contributed Surplus	40,020,159	317,898	(317,898)	[b]	40,020,159
Reserves	6,782,622	(22,996,143)	22,996,143	[b]	6,782,622
Accumulated other comprehensive loss	632,019	-	-		632,019
Deficit	(32,452,341)	33,106,349	(35,591,328)	[a][b]	(34,937,320)
Non-controlling interest	8,438,015	-	51,886,720	[b]	60,324,735
Total Shareholder Equity	$ 207,102,712	$ 10,913,180	$ 91,153,081		$ 309,168,973
Total Liabilities and Shareholders' Equity	$ 374,471,040	$ 18,238,383	$ 156,644,808		$ 549,354,231

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

Tiny Ltd.

Pro Forma Condensed Consolidated Statement of Operations

Unaudited - Prepared by Management

Expressed in Canadian Dollars

For the nine months ended September 30, 2024

	Tiny Ltd.	Serato Audio Research Ltd.	Pro forma adjustments	Notes	Pro Forma Consolidated
Revenue	$	$	$		$
Revenue	146,636,288	31,804,331	-		178,440,619
Expenses:
Compensation	80,801,218	15,189,131	-		95,990,349
Marketplace content costs	20,332,972	1,760,819	-		22,093,791
Hosting fees	7,665,185	590,557	-		8,255,742
Travel, meals and entertainment	1,838,780	123,408	-		1,962,188
Share-based compensation	1,314,985	34,733	-		1,349,718
Professional fees	8,118,217	999,304	-		9,117,521
Subscription and other	7,110,512	1,561,111	-		8,671,623
Depreciation and amortization	26,428,085	783,597	6,900,371	[b]	34,112,053
Business acquisition costs	756,363	-	-		756,363
Advertising and promotion	6,047,607	2,823,808	-		8,871,415
Bad debts	1,193,188	(10,448)	-		1,182,740
Bank charges	267,720	21,339	-		289,059
(Loss) gain from operations	(15,238,544)	7,926,972	(6,900,371)		(14,211,943)
Interest expense	(8,518,320)	(264,161)	(3,614,554)	[c]	(12,397,035)
Fair value gain on financial instruments	519,492	-	-		519,492
Fair value adjustment to contingent consideration	(867,392)	-	-		(867,392)
Gain on disposal of intangible assets	1,481,060	-	-		1,481,060
Share of earnings from unlisted equity investments	2,490,936	-	-		2,490,936
Other (expenses) income	(2,699,337)	372,664	-		(2,326,673)
(Loss) profit before income taxes	(22,832,105)	8,035,475	(10,514,925)		(25,311,555)
Current income tax expense	(4,913,920)	(2,249,933)	-		(7,163,853)
Deferred tax recovery	7,577,795	-	1,828,598	[d]	9,406,393
Net (loss) income for the period	(20,168,230)	5,785,542	(8,686,327)		(23,069,015)
Attributable to:
Parent’s interest	(21,257,556)	5,785,542	(10,653,411)	[e]	(26,125,425)
Non-controlling interests	1,089,326	-	1,967,084	[e]	3,056,410
	(20,168,230)	5,785,542	(8,686,327)		(23,069,015)
Other comprehensive (loss) income:
Exchange gain on translating foreign operations	3,614,808				3,614,808
Total comprehensive (loss) income	(16,553,422)	5,785,542	(8,686,327)		(19,454,207)
Attributable to:
Parent’s interest	(17,841,270)	5,785,542	(10,653,411)		(22,709,139)
Non-controlling interest	1,287,848	-	1,967,084		3,254,932
	(16,553,422)	$5,785,542	(8,686,327)		(19,454,207)
Pro forma net income (loss) per share – basic and diluted	$ (0.12)				$ (0.11)
Weighted average number of common shares outstanding - basic	182,747,520		46,751,757		229,499,277
Weighted average number of common shares outstanding - diluted	184,284,978		46,751,757		231,036,735

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

TINY LTD.
NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (expressed in Canadian dollars, except as indicated)

PRO FORMA ADJUSTMENTS

The following assumptions and adjustments have been made to give effect to the Acquisition:

[a] The adjustment reflects a net reduction in cash in connection with the Acquisition of $1,631,950, as follows.

The Company expects to raise gross cash proceeds of $64,000,000 in connection with the equity, convertible notes and debt financings described in note [c] herein. Such gross proceeds will be paid as part of the $60,661,680 cash consideration to the Serato selling shareholders at closing. The Company also expects to incur cash transaction costs in connection with these equity and convertible notes financings totaling $2,970,270.

Cash transaction costs which are expected to be incurred for the Acquisition (in addition to the cash transaction costs in connection with the equity and convertible notes financings referred to above) amount to $2,000,000.

A reconciliation of the change in net cash is as follows:

Gross cash receipts from equity, convertible notes and debt financings [c]	$64,000,000
Cash consideration to be paid to Serato selling shareholders [b]	($60,661,680)
Cash transaction costs for the Acquisition	($2,000,000)
Cash transaction costs of 5.5% on share issuance [c]	($1,100,000)
Cash transaction costs of 4% on convertible notes issuance [c]	($1,870,270)
Net cash spent	($1,631,950)

[b] These adjustments reflect the Company's preliminary estimate of the purchase price allocation ("PPA") in connection with the Acquisition, assuming total purchase consideration (Base Purchase Price plus Contingent Consideration) of $100.7 million, consisting of $60.7 million of cash and share consideration of $33.7 million forming the Base Purchase Price and $6.3 million of Contingent Consideration. The total purchase consideration set out herein is on a preliminary basis and subject to adjustments.

The Acquisition has been accounted for using the acquisition method. The allocation of the purchase consideration was based on a provisional assessment of the fair value of identifiable assets acquired and liabilities assumed at the effective date of the Acquisition, with the excess of the purchase consideration allocated to goodwill. The current allocation used in these unaudited pro forma condensed consolidated financial statements is based on the Company's best estimate, which is considered preliminary and is subject to change once the final valuation of the identifiable assets acquired and liabilities assumed is complete, based on the assets and liabilities acquired as of the actual acquisition date for accounting purposes.

If the Acquisition had occurred on September 30, 2024, the adjustments to the unaudited pro forma condensed consolidated statement of financial position to reflect the preliminary estimated fair values of the identifiable assets and liabilities of Serato, assuming total purchase consideration (Base Purchase Price plus Contingent Consideration) of $100,721,280, would be as follows:

Book value of acquired assets	18,238,383
Adjustment to reflect fair value of separately identifiable intangible assets	64,403,460
Adjustment to reflect goodwill from acquisition [x]	94,358,277
Fair value of assumed liabilities [y]	(24,392,120)
Non-controlling interest [e]	(51,886,720)
Purchase consideration	$100,721,280

[x] equal to the purchase consideration, plus the fair value of assumed liabilities, plus non-controlling interest, minus the fair value of acquired assets.

[y] equal to the book value of assumed liabilities (\$7,325,203) plus an adjustment of (\$17,066,917) to reflect the estimated deferred income tax liability associated with the preliminary purchase price. The deferred income tax liability was calculated assuming an effective tax rate of $26.5\%$ .

The book value of acquired assets represents the total book value of Serato assets acquired before adjusting to reflect the fair value of the separately identifiable intangible assets and goodwill. Separably identifiable intangible assets include brand and domain names, software and technology, intellectual property, and customer relationships.

The adjustment to the unaudited pro forma condensed consolidated statement of operations reflects additional amortization expense of $6,900,371 for the nine months ended September 30, 2024, related to the acquired intangible assets, assuming the acquisition was completed on January 1, 2024. The intangible assets are estimated to have a useful life of approximately 7 years.

[c] The Company expects to raise aggregate gross proceeds of approximately $64.0 million to finance the acquisition.

Of these aggregate gross proceeds, approximately $32.0 million is expected to come from the issuance of convertible debt, which is reflected as a pro forma increase in liabilities on the unaudited pro forma condensed consolidated statement of financial position of$ 30,129,730. Issuance costs are expected to be $1.87 million, as discussed above in note [a]. The convertible debt is expected to be issued at a discount of 7.5% and bear a cash interest rate of 11% per annum. The adjustment to the unaudited pro forma condensed consolidated statement of operations reflects cash interest expense of $2,854,054 for the nine months ended September 30, 2024.

Of the aggregate gross proceeds, approximately $20.0 million is expected to be raised from the issuance of subscription receipts. One common share and one-half of one common share purchase warrant will be automatically issued in exchange for each subscription receipt upon satisfaction of the escrow release conditions for the equity financing. Equity issuance costs are expected to be approximately$ 1.10 million, as discussed above in note [a]. The $52,179,444 pro forma adjustment to share capital is equal to (i) these $20.0 million gross proceeds, net of such equity issuance costs, plus (ii) the share consideration of $33.7 million forming part of the Base Purchase Price, minus (iii) Serato's share capital of $485,076 as of September 30, 2024.

The remaining gross proceeds will be funded by drawing on Tiny's line of credit for approximately $12.0 million. The loan bears interest at the Canadian variable rate plus 3.50% per annum. The adjustment to the unaudited pro forma condensed consolidated statement of operations reflects cash interest expense of $760,500 for the nine months ended September 30, 2024.

[d] Adjustment is to recognize the tax impact of the accounting adjustments discussed above.

[e] The Company will purchase $66\%$ of the issued and outstanding common shares of Serato for the purchase price consideration (Base Purchase Price plus Contingent Consideration) of $\$100,721,280$ , which implies an approximate fair value of $\$152,608,000$ for $100\%$ of Serato. The $\$51,886,720$ pro

form adjustment to the statement of financial position for non-controlling interest is equal to 34% of this fair value.

The $1,967,084 pro forma adjustment to the unaudited pro forma condensed consolidated statement of operations for non-controlling interest is 34% of Serato’s net income of $5,785,542.

SCHEDULE C

Investor Presentation

(See attached)

tiny

Acquisition of a Majority Interest in Serato

March 31, 2025

Cautionary Language

A prospectus supplement 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 and is accessible through SEDAR+. Copies of the prospectus supplement and any amendments may be obtained from Canaccord Genuity Corp. at [email protected]. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final prospectus, and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Legal disclaimer

This presentation (the "Presentation") has been prepared solely for informational purposes from information supplied by Tiny Ltd. (the "Company") and is being furnished through ROTH Canada, Inc. ("Roth") and Canaccord Genuity Corp. ("Canaccord") solely for your information and does not constitute an offer to sell, or the solicitation of any offer to sell, or the solicitation of any offer to purchase securities in any jurisdiction.

Confidential Information

This Presentation is intended for authorized recipients only and includes proprietary and trade information regarding the Company and Serato Audio Research Limited ("Serato"). By accepting this Presentation, each recipient agrees that: (i) no portion of this Presentation may be reproduced or distributed in any format without the prior express written consent of the Company; (ii) it will keep confidential all information contained herein that is not already public without the express written consent of the Company; and (iii) it will not make use of the information in this Presentation in purchasing or selling securities of the Company until such time as the Company has publicly disclosed the Proposed Transaction (as defined herein). If you were provided with a copy of this Presentation by any person other than a representative of the Company, Roth or Canaccord, then it is not intended to be read by you and the copy should be destroyed.

The information presented herein: (i) has been prepared by the Company for illustrative purposes only; (ii) is provided as of the date hereof (unless otherwise specifically noted in the Presentation) and is subject to change without notice; and (iii) is not to be considered as a recommendation or invitation to make an investment in the Company. The Company, Roth and Canaccord, and their respective associates or any of their respective directors, officers, employees, partners, members, agents, professional advisers, representatives or consultants (the "Company Parties") do not: (i) make any representation, warranty or guarantee, express or implied, as to the fairness, accuracy, completeness, reliability, reasonableness or currency of the information contained in this Presentation; or (ii) undertake to provide any additional information or updates, or to correct any information or statements (including, but not limited to, forward-looking information (as described below)) in this Presentation which such Company Party becomes aware was incorrect or incomplete as of the date of this Presentation, or which subsequently becomes incorrect or incomplete due to any subsequent event or as a result of new information, future developments or otherwise. To the maximum extent permitted by law, no Company Parties will be responsible or liable whatsoever with respect to any use or reliance by any person upon any of the information contained in this Presentation.

No Investment Advice

This Presentation does not constitute and should not be construed as, an advertisement, public offering, prospectus, offering memorandum or an offer or invitation to sell or any solicitation of any offer to purchase or subscribe for any securities of the Company in Canada, the United States or any other jurisdiction. No securities commission or similar authority of Canada, the United States or any other jurisdiction has reviewed or in any way passed upon this Presentation, and any representation to the contrary is an offence. This Presentation, accordingly, should not be treated as giving investment advice and is not intended to form the basis of any investment decision. It does not, and is not intended to, constitute or form part of, and should not be construed as, any recommendation or commitment by the Company, Roth or Canaccord or any of their respective directors, officers, employees, direct or indirect shareholders, agents, subsidiaries, affiliates, advisors or any other person, or as an offer or invitation for the sale or purchase of, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities, businesses and/or assets of any entity, nor shall it or any part of it be relied upon in connection with or act as any inducement to enter into any contract or commitment or investment decision whatsoever. No person has been authorized to give any information or to make any representations not contained in this Presentation. Any such information or representation that is given or received must not be relied upon. Readers should not construe any portion of this Presentation as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisors in relation to such matters.

To the extent they deem necessary, recipients of this Presentation should carry out independent investigations in order to determine their interest in participating in transactions involving the Company and its affiliates. In furnishing this Presentation to the recipient, the Company, Roth and Canaccord, and their respective advisors reserve the right to provide the same or similar information to other persons.

No Reliance

This Presentation does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate the matters or entities described herein. Recipients are responsible for conducting their own investigations and analyses of the Company and the information contained or referred to herein and should not act solely on the basis of any information contained or referred to in this Presentation. No representation or warranty, express or implied, is given and no responsibility or liability is accepted by any person, with respect to the accuracy, fairness or completeness of this Presentation or its contents or any oral or written communication in connection with any matter described herein. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed for any purpose whatsoever on any projections, targets, estimates or forecasts or any other information contained in this Presentation. In addition, statements contained in this Presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In particular, historical results should not be taken as a representation that such trends or results will be replicated in the future.

Certain information concerning Serato has been provided by it for inclusion in this Presentation. Although neither the Company nor Roth or Canaccord have knowledge that would indicate that any such information is untrue or incomplete, the Company, Roth and Canaccord have not independently verified any of this information and do not assume any responsibility for the accuracy or completeness of this information or for any failure by Serato to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.

Legal disclaimer

Third-Party Sources

This Presentation may contain quotes, information, data (including references to market, industry or peer group data) which has been obtained from or is based upon third party sources, including industry publications, reports and websites. Third party sources may state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance or guarantee as to the accuracy or completeness of included data. Although the data is believed to be reliable, neither the Company nor Roth or Canaccord have independently verified the accuracy, currency, reliability or completeness of any of the information from third party sources referred to in this Presentation or ascertained from the underlying economic assumptions relied upon by such sources. The Company, Roth, and Canaccord disclaim any responsibility or liability whatsoever in respect of any information derived from third party sources.

Forward-Looking Information

Certain information included in this Presentation may constitute "forward-looking information" within the meaning of Canadian securities law. Any statements about possible events, conditions or financial performance that are based on predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes", "intends" or "proposes" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might", "target" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

In particular, but without limiting the foregoing, this Presentation contains forward-looking information pertaining to the following: the proposed terms and anticipated closing (and timing for closing) of the proposed acquisition of 66% of the issued and outstanding shares of Serato (the "Proposed Transaction"); the anticipated benefits and synergies of the Proposed Transaction; the anticipated financial results of the Company and Serato on a pro forma basis; the anticipated effect of the Proposed Transaction on the Company's revenue, revenue diversification, growth and deleveraging; the future uses of the Company and Serato's creative platforms; the Company's capital allocation and investment strategies; the anticipated position of Serato in relation to technological innovation in the music industry; and the future plans of Serato, the Company and its subsidiaries.

Forward-looking information is based on the beliefs of the Company's management, as well as on assumptions and other factors, which management believes to be reasonable based on information available at the time such information was given, including but not limited to assumptions relating to the ability of the Company to complete the Proposed Transaction in accordance with the terms and timing described herein, the ability of the Company to obtain the requisite regulatory approvals (including TSX Venture Exchange approval), and the ability of the Company to realize the anticipated benefits and synergies of the Proposed Transaction.

By its nature, forward-looking information is subject to numerous known and unknown risks and uncertainties, including but not limited to the Risk Factors (defined below). You are cautioned that the assumptions used in the preparation of forward-looking information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking information. Actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking information. No assurance can be given that any of the events anticipated will transpire or occur, or if any of them do so, what benefits the Company will derive from them. Unless otherwise indicated, the information in this Presentation is current as of the date of this Presentation and the Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

This Presentation should be read in conjunction with the risk factors (the "Risk Factors") described in the Company's annual information form for the year ended December 31, 2023 and the Company's management's discussion and analyses for the three and nine months ended September 30, 2024 which are available under the Company's profile on SEDAR+ at www.sedarplus.com.

Further, certain statements included in this Presentation may be considered "financial outlook" for the purposes of applicable securities laws.

Any financial outlook made in this Presentation is made solely based on information available to the Company and represents the subjective views of the Company's management and management's current estimates of future performance as of the date of this Presentation and is subject to the same assumptions, risk factors and other qualifications as forward-looking information, as set out above, and is presented solely for the purpose of conveying the current anticipated expectations of the Company and may not be appropriate for any other purposes. Accordingly, actual results may differ materially from the results contemplated by the projections contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by the Company, Roth, Canaccord, the Company Parties or any other person that the results reflected in such projections will be achieved.

Figures are presented in Canadian dollars, unless otherwise noted.

Legal disclaimer

Non-IFRS Financial Measures and Serato Financial Information

This Presentation refers to certain financial performance measures that are not defined by and do not have a standardized meaning under International Financial Reporting Standards (termed "Non-IFRS measures") such as "EBITDA", "EBITDA Margin", "Adjusted EBITDA", "Adjusted EBITDA Margin", "Net Debt / Adjusted EBITDA", "Recurring Revenue" (or "ARR")", "Run-Rate Revenue", and "Run-Rate Adjusted EBITDA". Non-IFRS measures are used by management to assess the financial and operational performance of the Company. The Company believes that these Non-IFRS measures, in addition to conventional measures prepared in accordance with International Financial Reporting Standards, enable investors to evaluate the Company's operating results, underlying performance and prospects in a similar manner to the Company's management. As there are no standardized methods of calculating these Non-IFRS measures, the Company's approach may differ from those used by others, and accordingly, the use of these measures may not be directly comparable. The Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with International Financial Reporting Standards. See Appendix "A" for disclosures pertaining to Non-IFRS measures. Additional detail on the Company's Non-IFRS measures can be found in the Company's management's discussion and analyses for the three and nine months ended September 30, 2024 which is available under the Company's profile on SEDAR+ at www.sedarplus.com.

Recipients of this Presentation should be aware that all financial information with respect to Serato is provided for illustrative purposes only and is based on unaudited figures prepared by management of Serato for the 9-month period ended September 30, 2024. There can be no assurance that such financial information is correct or may not be subject to substantial revision.

Tiny Co-Founders & Leadership

Andrew Wilkinson

CO-FOUNDER & CHAIR OF THE BOARD OF DIRECTORS

Public face of Tiny, driving deal flow via network, writing, podcast, and social media presence.

Chris Sparling

CO-FOUNDER & VICE CHAIR OF THE BOARD OF DIRECTORS

Oversees the portfolio of companies on a board level and has extensive experience both as an operating executive and investor.

Focused on strategy and identifying future areas of growth both within the existing portfolio and future acquisitions.

Jordan Taub

CHIEF EXECUTIVE OFFICER

Appointed CEO of Tiny in June 2024, coming from the role of WeCommerce CEO, and has been with Tiny/WeCommerce for three years.

Previously at Constellation Software; worked directly with the Founder and was then responsible for leading investments, strategic finance and managing a portfolio of VMS businesses.

Mike McKenna

CHIEF FINANCIAL OFFICER

Joined Tiny in July 2024; previously the CFO of Lifespeak Inc., who he successfully led through their IPO in 2021.

Led development and sale of Mobile Klinik to Telus. Brings over a decade of experience in investment banking and led the technology, media, and telecom group at Scotiabank.

Austin Singhera

VP, INVESTMENTS

Joined Tiny in September 2020 and is responsible for Tiny's M&A and other corporate development activity.

Previously worked in investment banking at Greenhill & Co. and holds a Bachelor of Commerce from the University of Victoria.

tiny

Tiny

A Leading Technology Holding Company

TINY KEY BUSINESS UNITS

Software & Apps - WeCommerce

Recurring revenue software and digital theme businesses supporting e-commerce merchants primarily on the Shopify platform.

Q3 2024 Revenue → C$13.5M

Digital Services - Beam

A group of leading design (UX, UI), engineering, brand positioning, and marketing agencies.

Q3 2024 Revenue → C$20.3M

Tiny Fund I

Investment fund established August 2020. Tiny Ltd. is a 20% LP and 50% GP.

Founded: 2016

LTM Q3'24 Revenue: C$198M

Q3'24 Adj. EBITDA Margin(1): ~16%

Tiny Fund 1 Capital Raised: US$148M

Q3'24 ARR(1): C$39M

Tiny Ltd.

HAPPYFUNCORP

Creative

MARKET

Stamped

FOURSIXTY

dribbble

KNO

Crbit

Pixel Union

ARCHETYPE

CLEAN CANVAS

METEOR

MSI

OUT OF THE SANDBOX

WWR®

Tiny Fund

AEROPRESS®

befunky

girlboss

wholesalepet.com

tiny

Note:

(1) "Adjusted EBITDA Margin" and "Annualized Recurring Revenue (ARR)" are Non-IFRS Financial measures. See "Legal disclaimer" and "Non-IFRS Measures" for additional information.

Transaction Highlights

Tiny plans to acquire a 66% stake in Serato Audio Research Limited ("Serato"), a global leader in DJ Software

Leader in DJ Software with Majority Recurring Revenue Business Model
Founded in 1998, Long Track Record of Consistent Growth and Profitability
Strong Moat with Hardware Integrations Across Largest Manufacturers
Expected to be a Transformational Acquisition for Tiny Driving Growth and Free Cash Flow
Tiny's ARR is expected to increase by ~68% with the Acquisition of Serato
Strong strategic alignment between Tiny and Serato at both the asset and public company levels

tiny

Serato At A Glance

tiny

2M+
Users Globally

US$31M
Run-Rate Revenue(1,2)

~34%
Adj. EBITDA Margin(1,2)

165+
Employees

~62%
Recurring Revenue(2,3)

#1

in DJ Software Market Share(4)

Well Aligned Management Team
Continuing to Operate Post-Transaction

Notes:
(1) Serato financial information is provided solely for illustrative purposes and is based on unaudited and unreviewed figures prepared by management of Serato for the nine months ended September 30, 2024. Run-rate revenue is derived by dividing the nine-month figure by a factor of 0.75 (nine of twelve months) to arrive at an annualized amount. The actual 12-month numbers are different, and the annualized figures are to help facilitate comparability for certain metrics, but should not be relied on as showing actual Serato numbers for the LTM period. All figures are subject to adjustment in accordance with audit and other customary procedures.
(2) "Run-Rate Revenue", "Adjusted EBITDA Margin" and "Recurring Revenue" are Non-IFRS Financial measures. See "Legal disclaimer" and "Non-IFRS Measures" for additional information.
(3) Recurring Revenue is equal to Subscription Revenue.
(4) Competition & Markets Authority's estimate based on 2023 revenue.
(5) Annualized figures provided solely for illustrative purposes and to help facilitate comparability for certain metrics. Readers are cautioned that these numbers may differ materially from Serato's year-end financial statements.

serato – Proven Record of Revenue Growth

tiny

Notes:
(1) Serato FY ending March 31th
(2) "Run-Rate Revenue" is a Non-IFRS Financial measures. See "Legal disclaimer" and "Non-IFRS Measures" for additional information.
(3) Based on total revenue for the periods indicated.

Industry Leading Product Offering

serato

AUDIO RESEARCH

Serato DJ

~87% (1,2)
of software revenue

Approach

Industry leading brand for DJs:

Popular software suite for DJs: perform, mix, sample, etc.
Tiering of offerings for all DJ types from beginners to pro (Lite > Pro > Suite)
Integrated with 90+ pieces of different hardware

Offerings

serato DJ Lite

serato DJ Pro

SERATO DJ SUITE

~13% (1,2)

of software revenue

Music Production

Approach

Software built for modern music making:

Digital audio work station and production tools for music creation in the studio
Bundling decades of studio product innovation into a single subscription offering
Cross-pollination with DJ user base

Offerings

serato Studio

serato Sample

Serato F'nT Pro

serato HBX™

Note:
(1) Serato financial information is provided solely for illustrative purposes and is based on unaudited and unreviewed figures prepared by management of Serato for the nine months ended September 30, 2024. All figures are subject to adjustment in accordance with audit and other customary procedures.
(2) Serato's revenue primarily consists of recurring monthly subscriptions, one-time perpetual license fees, and affiliate fees. Software revenue includes both subscription and perpetual license fees from the sales of Serato's DJ and Music Production software.

Why Serato?

A proven market leader powering the global entertainment industry for the last 25 years

Adopted by Millions

Leading DJ Software by market share with 2M+ users

Used by many top producers & DJs including Timbaland, Disclosure, Khalil, Melo-x, DJ Jazzy Jeff, A-Trak, Diplo, Lil Jon and many more
100+ songs lyrics mention Serato including songs from Styles P, Mariah Carey, T-Pain and Eminem
30-40% estimated global market share(1)
Deep relationships with Pioneer, Reloop, Beatport, SoundCloud, Roland, Numark, Ableton, and others

Constant Product Innovation

Further solidify market leadership in DJ Software and drive growth in Music Production

Attractive Financial Profile

High degree of visibility on revenue and stable historical margin profile

Subscription

Monthly DJ Software and Music Production software subscriptions
~62% of total revenue(2)
~35% CAGR on number of paid subscribers since Jan 2020 to Jan 2025

Perpetual License

Lifetime DJ Software and Music Production Subscription

Affiliate & Other

Affiliate income generated through longstanding partnerships with hardware providers

tiny

Notes:

(1) Competition & Markets Authority's estimate based on 2023 revenue.

(2) "Recurring Revenue" is considered a Non-IFRS Financial measures. See "Legal disclaimer" and "Non-IFRS Measures" for additional information.

Transaction Details & Strategic Alignment(1)

Acquisition of 66% of Serato’s outstanding shares for US$66 million (US$100 million on 100% basis)
~9.6x run-rate Adj. EBITDA
Upfront consideration settled ~64% in cash and ~36% in shares of Tiny
Potential performance based earnout payment in 2027 to further align growth objectives
Calculated as 7.0x 2026 Adj. EBITDA in excess of US$10 million (multiplied by 66% – Tiny’s ownership in Serato)
Conditional on Serato achieving a two year revenue CAGR of 8%
First US$15 million of the earnout is settled in cash, with any additional earnout payable in cash or shares of Tiny, at Tiny’s discretion

Strong ongoing alignment with Serato at both the public company and asset levels, and through the earnout

Maintains Tiny’s net leverage levels at ~3.1x Adj. EBITDA(2)

Earnings per share accretive in near-term and boosts quality of revenue

Note:
(1) Serato financial information is provided solely for illustrative purposes and is based on unaudited and unreviewed figures prepared by management of Serato for the nine months ended September 30, 2024. All figures are subject to adjustment in accordance with audit and other customary procedures.
(2) Information regarding Tiny following the Acquisition reflects the unaudited pro forma financial results of Tiny and Serato on a fully consolidated basis. Pursuant to the terms of the Acquisition, Tiny will acquire 66% of the issued and outstanding shares of Serato. Adjusted to reflect Tiny’s acquisition of 66% of Serato, Tiny’s net leverage ratio would be approximately 3.5x.

tiny

Expected to be a Transformational Acquisition for Tiny

tiny

Expected Pro Forma Impact(1,2,3,4)

~21% increase in revenue

~68% increase in ARR

Expands Adj. EBITDA Margin

Leverage levels maintained at ~3.1x

Greatly Enhanced Financial Profile Post-Transaction(1,2,3,4,5)

	tiny	tiny + serato
Revenue	C$198M	~C$240M
ARR	C$39M	~C$66M
Software Revenue % of Total	~27%	~35%
Recurring Revenue % of Total	~20%	~27%
Adj. EBITDA	C$31M	~C$45M
Adj. EBITDA Margin	~15%	~19%
Net Debt / Adj. EBITDA	~3.2x	~3.1x

Additional ~C$2M – C$4M in cash flow from fund distributions

Notes:
All figures converted to C$ at relevant historical FX rates.
(1) Serato financial information is provided solely for illustrative purposes and is based on unaudited and unreviewed figures prepared by management of Serato for the nine months ended September 30, 2024. All figures are subject to adjustment in accordance with audit and other customary procedures.
(2) All Tiny figures (except for ARR) are for the LTM period ending September 30, 2024. All Serato figures are for the 9-month period ending September 30, 2024 divided by 0.75 (9 of 12 months) to present the figure on an annualized basis. The actual 12-month numbers are different, and the annualized figures are to help facilitate comparability for certain metrics but should not be relied on as showing actual Serato numbers for the LTM period. ARR for Tiny is calculated by taking the recurring revenue for the three-month period ending September 30, 2024 and multiplying it by 4. All pro forma information is presented solely for illustrative purposes only and includes various estimates that are subject to material change. Please refer to the Disclaimer for risk factors that could cause actual results to differ materially. Past performance is not indicative of future results.
(3) "Annual Recurring Revenue (ARR)", "Adjusted EBITDA" and "Adjusted EBITDA Margin" are Non-IFRS Financial measures. See "Legal disclaimer" and "Non-IFRS Measures" for additional information.
(4) Information reflects the unaudited pro forma financial results of Tiny and Serato on a fully consolidated basis. Pursuant to the terms of the Acquisition, Tiny will acquire 66% of the issued and outstanding shares of Serato. Adjusted to reflect Tiny's acquisition of 66% of Serato, the "Tiny + Serato" column would read as follows: Revenue: ~C$226M, ARR: ~C$57M, Software Revenue % of Total: ~33%, Recurring Revenue % of Total: ~25%, Adj. EBITDA: ~C$40M, Adj. EBITDA Margin: ~18%, and Net Debt / Adj. EBITDA: ~3.0x and the "Expected Pro Forma Impact" would read as follows: ~14% increase in revenue, ~45% increase in ARR and leverage levels increased to ~3.5x
(5) Software Revenue % of Total is calculated by applying Tiny and Serato's pro-rated individual software as a percentage of revenue rates (27% and 74%, respectively) to the pro-forma revenue total.

Compelling Transaction Rationale

Tiny can achieve operational efficiencies around pricing, payment, digital marketing attribution, and cost consolidation

Various avenues for organic growth including mobile release (increasing top of funnel), USB export (professionals need), cloud functionality, digital marketing (minimal spend today) and other operational best practices
Significant research & development investment in recent years
Clear visibility in the near- and long-term on new products and features
Longstanding contracts with hardware providers to have Serato software pre-installed on devices
Partnerships with some of the biggest names in DJ'ing and music production
Industry leading global market share of 30-40%(1)
One of the most recognizable brands in DJ'ing and music production

tiny

Note:

(1) Competition & Markets Authority's estimate based on 2023 revenue.

Serato Directly Aligns with Tiny's Strategic Priorities

Making sure that Tiny continues to be a great home for wonderful businesses

Focus on recurring revenue platforms

Continue to evaluate attractive opportunities and strategic tuck-ins

Increasing cash flow through disciplined investment in organic growth and cost rationalization

$4M Annual Cost Rationalization Initiative (full impact into 2025) and strategic organic growth initiatives

Managing and reducing debt levels across the Company

11% reduction in net debt from December 31, 2023 to December 31, 2024 from scheduled and unscheduled repayments

Incentive plans aligned to organic growth and long-term Free Cash Flow

Long term incentive plan designed to align management compensation with operating company performance expected to roll out in 2025

Notes:

11) Serato financial information is provided solely for illustrative purposes and is based on unaudited and unreviewed figures prepared by management of Serato for the nine months ended September 30, 2024. All figures are subject to adjustment in accordance with audit and other customary procedures.

12) Tiny figures are for the LTM period ending September 30, 2024. All Serato figures are for the 9-month period ending September 30, 2024 divided by 0.75 (9 of 12 months) to present the figure on an annualized basis. All pro forma information is presented solely for illustrative purposes only and includes various estimates that are subject to material change. Please refer to the Disclaimer for risk factors that could cause actual results to differ materially. Past performance is not indicative of future results.

13) "Annual Recurring Revenue (ARR)", "Adjusted EBITDA" and "Adjusted EBITDA Margin" are Non-IFRS Financial measures. See "Legal disclaimer" and "Non-IFRS Measures" for additional information.

14) Information regarding Tiny following the Acquisition reflects the unaudited pro forma financial results of Tiny and Serato on a fully consolidated basis. Pursuant to the terms of the Acquisition, Tiny will acquire 66% of the issued and outstanding shares of Serato. Adjusted to reflect Tiny's acquisition of 66% of Serato, Tiny's net leverage ratio would be approximately 1.5x.

Information regarding Tiny following the Acquisition reflects the unaudited pro forma financial results of Tiny and Serato on a fully consolidated basis. Pursuant to the terms of the Acquisition, Tiny will acquire 66% of the issued and outstanding shares of Serato. Adjusted to reflect Tiny's acquisition of 66% of Serato,

Additional Transaction Details

| Transaction Summary | • US$66.0 million base consideration for a minimum of 66% of the fully diluted issued and outstanding securities of Serato
— Base consideration consists of US$42.4 million cash and US$23.6 million in Tiny shares
• Potential earnout payment in 2027 payable in cash and shares with the first US$15 million payable in cash |
| --- | --- |
| Earnout Conditions | • The earnout is conditional on Serato achieving a minimum 2-year revenue CAGR of 8%
• The earnout is determined by multiplying the amount of EBITDA generated in 2026 that is in excess of US$10 million by 7x and then again by 66% (the acquired ownership level by Tiny)
• The first US$15 million of the earnout is paid in cash, with any additional earnout payable in cash or shares of Tiny, at Tiny’s discretion |
| Acquisition Multiple | • Base consideration represents an acquisition multiple of ~9.6x on run-rate Adj. EBITDA(1)
• Earnout consideration represents an acquisition multiple of 7x EBITDA growth above US$10 million through 2026 |
| Approvals | • Subject to customary closing conditions, as well as the approval of the TSX Venture Exchange and New Zealand regulatory approvals |
| Closing | • Closing expected in Q2 2025 |

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Note:

(1) Serato financial information is provided solely for illustrative purposes and is based on unaudited and unreviewed figures prepared by management of Serato for the nine months ended September 30, 2024. All figures are subject to adjustment in accordance with audit and other customary procedures. "Run-rate adjusted EBITDA" is a Non-IFRS Financial measure. See "Legal disclaimer" and "Non-IFRS Measures" for additional information.

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Appendix A

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Tiny Fund I

GENERAL PARTNER

Tiny Ltd.
Tiny Ltd. holds 20.34% LP interest

CAPITAL RAISED

US$148M

TERM

10 year, with one 1-year extension
Established in August 2020

FEES AND CARRY

50% owner of the general partner of Tiny Fund
Tiny is entitled to a 50% interest in the general partner's earnings, which includes 30% carried interest after an 8% hurdle

	INITIAL ACQUISITION DATE	FUND OWNERSHIP	ACQUISITION COST
AeroPress	August 2021	93.8%	US$64.7M
Letterboxd	September 2023	60.0%	US$36.0M
befunky	March 2022	85.0%	US$14.8M
wholesalepet@com	January 2024	100.0%	US$9.4M
girlboss	September 2020	75.0%	US$1.5M
HATERRA	July 2023	50.4%	US$1.3M
y	September 2023	96.0%	US$0.9M
Abstract	January 2022	70.0%	nil

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Focus on Debt Repayment

	SEPTEMBER 30, 2024	DECEMBER 31, 2023
Cash Position	$18.6M	$26.9M
Debt Outstanding	$115.0M	$131.2M
Net Debt	$96.4M	$104.3M

Total debt outstanding on September 30, 2024 was $115.0 million compared to $131.2 million on December 31, 2023.

The decrease of $16.2 million is due to debt repayments, net of drawings, of $19.1 million offset with foreign exchange fluctuations to debt of $2.8 million.

NET DEBT TO ADJUSTED EBITDA⁽¹⁾ RATIO

During Q4 2024, Tiny further reduced its leverage by paying down US$4.5 million, net of drawings, through a combination of scheduled and voluntary repayments.

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Note:

⁽¹⁾ "Net debt to Adjusted EBITDA" is a Non-IFRS Financial measure. See "Legal disclaimer" and "Non-IFRS Measures" for additional information.

Serato is Uniquely Positioned Amongst Its Peers

serato

Globally recognized brand for over two decades with a loyal user base
Used by many top DJs and producers: Timbaland, Disclosure, Khalil, Melo-x, DJ Jazzy Jeff, A-Trak, Diplo, Lil Jon and many more

Integrated with Hardware Partners

Partnerships with some of the most popular brands in DJ'ing, who carry the Lite and Pro licenses to a vast customer base
Serato benefits from partners' investment in promotion
Able to maximize compatibility across numerous hardware products

Constant Product Innovation

Multi-year product roadmap can help Serato software stay ahead of its competition
Releasing new features
Significant ongoing research & development investment

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Non-IFRS Measures

NON-IFRS MEASURES

Investors are cautioned that the non-IFRS measures used below should not replace net income or loss (as determined in accordance with IFRS) as an indicator of the Company's performance. These are supplemental measures management uses in managing the business and making decisions. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. These measures are not intended as a substitute for IFRS measures.

EBITDA and EBITDA Margin

EBITDA is defined as earnings (net income or loss) before finance costs, income taxes, depreciation and amortization. EBITDA is reconciled to net income (loss) from the financial statements.

EBITDA Margin is determined by dividing EBITDA by total revenue for the period.

EBITDA and EBITDA Margin is frequently used to assess profitability before the impact of finance costs, income taxes, depreciation and amortization. Management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period and to prepare annual operating budgets. EBITDA and EBITDA Margin are measures commonly reported and widely used as a valuation metric.

Recurring Revenue and Annualized Recurring Revenue

Recurring Revenue consists of revenues generated through subscriptions that grant access to products and services with recurring billing cycles. The subscriptions are recognized over a time period in accordance with IFRS 15. Recurring Revenue is a part of total revenue disclosed in the financial statements, as determined in accordance with IFRS 15.

Annualized recurring revenue consists of the three month period ended September 30, 2024 recurring revenue and multiplying it by four to obtain the annualized amount.

Recurring Revenue represents revenues that are stable, and the Company expects to earn continuously. Recurring Revenue % is determined by dividing Recurring Revenue by total revenue for the year.

Recurring Revenue is frequently used to determine any indicators of future revenue growth and revenue trends. Recurring Revenue and Recurring Revenue % are measures commonly reported and widely used as a valuation metric.

Free Cash Flow, and Adjusted Free Cash Flow Post Debt Servicing

Free Cash Flow ("FCF") refers to net cash flows from operating activities before interest paid on debt facilities, and business acquisition costs. Free cash flow is also reconciled from EBITDA where it is the net of EBITDA after income taxes paid, interest paid on debt facilities and before non-cash expenses, business acquisition costs, and changes in non-cash working capital.

Adjusted Free Cash Flow Post Debt Servicing ("Adjusted FCF") refers to free cash flow net of acquisition-related compensation, non-recurring project costs, non-recurring professional fees, severance, non-recurring bad debt expense and the scheduled payments on debt facilities.

Free Cash Flow and Adjusted Free Cash Flow Post Debt Servicing are frequently used by securities analysts and investors when valuing a business and its underlying assets. It provides a basis to evaluate how much cash is available to repay debt and to reinvest in the Company, which is an important indicator of financial strength and performance.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA removes unusual, non-recurring, non-cash or non-operating items from EBITDA such as gains, losses or costs associated with the acquisition or disposal of businesses, share of loss from associates, fair value changes in investments, stock-based payments. The Company believes Adjusted EBITDA provides improved continuity with respect to the comparison of its operating performance over a period of time. Adjusted EBITDA is reconciled to net income/(loss) from the financial statements.

Adjusted EBITDA Margin is determined by dividing Adjusted EBITDA by total revenue for the year.

Adjusted EBITDA and Adjusted EBITDA Margin is frequently used by securities analysts and investors when evaluating a company's ability to generate liquidity from its core operations. It provides a basis to evaluate profitability and performance trends by excluding items that the Company does not consider to be controllable or reoccurring activities for this purpose, along with non-cash items which is an industry standard. Adjusted EBITDA and Adjusted EBITDA Margin are measures commonly reported and widely used as a valuation metric.

Non-IFRS Measures (Cont'd)

NON-IFRS MEASURES

Net Debt and Net Debt to Adjusted EBITDA

Net Debt is determined by subtracting cash from debt outstanding.

Net Debt to Adjusted EBITDA is a ratio determined by dividing Net Debt by Adjusted EBITDA.

Run-Rate Revenue and Run-Rate Adjusted EBITDA

Run-rate revenue is derived by dividing the nine months ended September 30, 2024 revenue by a factor of 0.75 (nine of twelve months) to arrive at an annualized amount.

Run-rate adjusted EBITDA is derived by dividing the nine months ended September 30, 2024 adjusted EBITDA figure by a factor of 0.75 (nine of twelve months) to arrive at an annualized amount

Non-IFRS Measures (Cont'd)

Q3'24 ARR (Tiny)
Recurring revenue	C$9.8M	21%
Non-recurring revenue	C$36.9M	79%
Total Q3 2024 revenue	C$46.7M	100%
Q3'24 recurring revenue	C$9.8M
Annualized	4x
Q3'24 ARR	C$39.2M
Run Rate Revenue (Serato)
---	---
For the nine months ended September 30, 2024	C$31.8M
Annualized for the entire year	0.75
Run rate	C$42.4M
Average foreign exchange rate, nine-months ended September 30, 2024	1.36
Run rate	US$31.2M
Adjusted EBITDA Margin (Serato) for the nine months ended September 30, 2024
---	---
Net income	C$5.5M
Income tax expense	C$2.5M
Depreciation and amortization	C$0.8M
Interest expense	C$0.3M
EBITDA	C$9.1M
Adjustments(1)	C$1.6M
Adjusted EBITDA	C$10.7M
Revenue	C$31.8M
Adj. EBITDA Margin	34%

Note:
(1) Adjustments include unusual, non-recurring, non-cash or non-operating items such as unrealized foreign exchange gains/losses and research & development tax credits.

Recurring Revenue (Serato)
Recurring revenue	C$19.9M
Non-recurring revenue	C$11.9M
Total revenue for the nine-months ended September 30, 2024	C$31.8M
% recurring	62%

Non-IFRS Measures (Cont'd)

LTM Adjusted Revenue and EBITDA (Tiny)

	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Trailing Total
Adjusted EBITDA	C$7M	C$7M	C$7M	C$10M	C$31M
Revenue	C$47M	C$51M	C$49M	C$51M	C$198M
% Margin					16%

Net Debt to Adjusted EBITDA (Tiny)

	Q3 2024	Q2 2024	Q1 2024	Q4 2023
Total debt	C$115.0M	C$121.1M	C$135.8M	C$131.2M
Cash	C$18.7M	C$22.5M	C$25.9M	C$27.2M
Net debt	C$96.4M	C$98.7M	C$110.2M	C$104.3M
Trailing Adjusted EBITDA	C$30.5M	C$31.8M	C$31.5M	C$27.4M
Net debt to Adjusted EBITDA Ratio	3.2x	3.1x	3.5x	3.8x

SCHEDULE D

Risk Factors related to the Acquisition

Possible Failure to Complete the Acquisition

Completion of the Acquisition is subject to the satisfaction of certain closing conditions, including approval of the TSXV and all required consents under the New Zealand Overseas Investment Act 2005 and Overseas Investment Regulations 2005 and there can be no assurance that all such approvals will be obtained or that such conditions will be satisfied or waived. As such, there is no assurance that the Acquisition will be completed or, if completed, will be, subject to the terms of the subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into by, inter alia the Company and the Subscription Receipt Agent, on terms that are substantially the same as those disclosed in this material change report. In the event that the completion of the Acquisition does not occur prior to a Termination Event (as contemplated in the Subscription Receipt Agreement), the Subscription Receipts will be cancelled and the holders of Subscription Receipts will be entitled to the Subscription Receipt Refund Amount (as contemplated in the Subscription Receipt Agreement). Accordingly, holders of Subscription Receipts would not participate in any growth in the trading price of the Common Shares and would be restricted from using the funds devoted to the acquisition of the Subscription Receipts for any other investment opportunities until such funds are returned to the holder.

Potential Undisclosed Liabilities Associated with the Acquisition

The Company is continuing to conduct its due diligence review of Serato. Although the Company has conducted what it believes to be a prudent and thorough level of due diligence investigation in connection with the Acquisition and has negotiated indemnities with the Sellers, there may be liabilities that the Company fails to discover or is unable to quantify in the due diligence review prior to the completion of the Acquisition. The Company may not be indemnified (or not fully indemnified) for some or all of these liabilities under the Acquisition Agreement. An unavoidable level of risk remains regarding any undisclosed or unknown liabilities of Serato. The subsequent discovery or quantification of any material liabilities for which the Company is not indemnified could have a material adverse impact on the Company's business, financial condition, results of operations or future prospects.

Risks Related to the Integration of Serato

In order to achieve the anticipated benefits of the Acquisition, the Company will rely upon its ability to consolidate functions and integrate operations, procedures and personnel in a timely and efficient manner and to realize the anticipated growth opportunities of Serato and the efficiencies and other benefits from combining Serato and related operations with the existing operating subsidiaries of the Company. The integration of Serato and related operations requires the dedication of management effort, time and resources, which may divert management's focus and resources away from other strategic opportunities and from operational matters during the integration process. The integration process may result in the disruption of ongoing business and customer relationships that may materially adversely affect the Company's ability to achieve the anticipated benefits of the Acquisition.

Possible Failure to Realize Expected Returns on the Acquisition

There can be no assurance that the Company will be able to realize the expected benefits of the Acquisition. The ability to realize these anticipated benefits will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on the ability to realize growth opportunities of Serato and the potential synergies from integration with the Company's existing businesses following the completion of the Acquisition. There is a risk that some or all of the expected benefits will fail to materialize or may not occur within the time periods anticipated by management. The realization of some or all of such benefits may be affected by a number of factors, many of which are beyond the control of the Company.

The Company may not be successful in retaining the services of key personnel following the Acquisition

The Company currently intends to retain certain key personnel who operate Serato following the completion of the Acquisition to continue to manage and operate Serato. The Company will compete with other potential employers for employees, and it may not be successful in keeping the services of the employees that it needs to realize the anticipated benefits of the Acquisition. The Company's failure to retain key personnel to remain as part of the operation of Serato in the period following the Acquisition could have a material adverse effect on the business and operations of the Company, particularly with respect to Serato.

Indemnities in the Acquisition Agreement

The representations and warranties provided by the Sellers pursuant to the Acquisition Agreement are customary for a transaction of this nature. There can be no assurance, however, of adequate recovery by the Company from the Sellers for any breach of the representations, warranties and covenants of the Sellers under the Acquisition Agreement, that the length and amounts of the indemnities provided will be sufficient to satisfy such obligations or that the Sellers will have the financial ability to satisfy such obligations. Upon the satisfaction of the Escrow Release Conditions (as contemplated in the Subscription Receipt Agreement), the Subscription Receipt Agent will release the net proceeds to the Company, essentially all of which, in turn, will be paid to the Sellers on the completion of the Acquisition in partial satisfaction of the Purchase Price.

The Sellers have limited obligations in respect of claims under the Acquisition Agreement

The liability of the Sellers in respect of certain claims under the Acquisition Agreement in relation to a breach by the Sellers of a representation or warranty are capped at a maximum aggregate amount equal to 50% of the Purchase Price, other than in respect of claims for indemnification in respect of claims in relation to a breach of certain fundamental representations and warranties, in which case the aggregate liability of the Sellers will be capped at the Purchase Price. The Sellers are not, individually or in the aggregate, required to provide credit support, to retain in escrow any portion of the Purchase Price that is paid to the Sellers following the completion of the Acquisition, or to take any other measure, in order to facilitate payment of any indemnity claims made by the Company. The Company's recourse for any such claims is limited to its ability to recover under: (i) any portion of the total Purchase Price that is held in escrow following the closing of the Acquisition, prior to the payment of such amounts; (ii) upon payment of such amounts, the warranty and insurance policy obtained for the benefit of the Sellers; and (iii) in the case of a breach of a fundamental representation and warranty, by direct recovery against the Sellers or a Seller, as applicable. Accordingly, there can be no assurance that the Company will be able to fully recover against the Sellers for the total amount to which they may become liable in connection with their indemnity obligations under the Acquisition Agreement, after the completion of the Acquisition.

Pro Forma Financial Information

The unaudited pro forma consolidated financial information concerning the Acquisition, the Offering and the Concurrent Private Placement attached as Schedule "B" to this material change report is presented for illustrative purposes only and may not be indicative of the financial position that would have prevailed and operating results that would have been obtained if the transactions had taken place on the dates indicated or of the financial position or operating results which may be obtained in the future. In addition, the unaudited pro forma consolidated financial information includes adjustments relating to Serato's selected financial information which were prepared in accordance with New Zealand's International Financial Reporting Standards – Reduced Disclosure Regime as adjusted into IFRS to conform with the principles that are consistent with the accounting principles used by the Company. The unaudited pro forma consolidated financial information is not a forecast or projection of future results. The actual financial position and results of operations of the Company for any periods following the completion of the Acquisition will vary from the amounts set forth in the unaudited pro forma consolidated financial information and such variation may be material. The actual Purchase Price allocation will reflect the fair value, at the purchase date, of the assets acquired and liabilities assumed based on the Company's

evaluation of such assets and liabilities following the completion of the Acquisition and, accordingly, the final Purchase Price allocation may differ materially from the results included in this material change report.

In preparing the pro forma financial information in this material change report, the Company has given effect to, among other items, the Offering, the Concurrent Private Placement and the completion of the Acquisition. The assumptions and estimates underlying the pro forma financial information may be materially different from the Company's actual experience going forward. See "Forward Looking Statements".

Information Provided by the Sellers and Serato

The description of, and information about, Serato contained in this material change report is based solely upon information provided by Serato and the Sellers to the Company in connection with the Acquisition. Accordingly, a level of risk remains regarding the accuracy and completeness of the information provided to the Company for the purposes of the Acquisition, by Serato and the Sellers, including with respect to facts or circumstances that would affect the completeness or accuracy of such information and which are unknown to the Company. Prospective investors are cautioned that neither Serato nor the Sellers (i) have reviewed the disclosure contained in this material range report relating to itself or its business, (ii) have represented that such disclosure represents full, true and plain disclosure of all material facts relating to itself and/or its business and does not contain a misrepresentation relating to itself and/or its business, and (iii) have any liability to investors participating in the Offering in the event that the disclosure contained in this material change report relating to Serato and/or its business contains a misrepresentation. While the Company has no reason to believe the information provided by Serato and the Sellers is misleading, untrue or incomplete in any material respect, neither the Company nor the Underwriters have independently verified the accuracy or completeness of such information, and there may be events (unknown to the Company and the Underwriters) which may have occurred with respect to Serato and which may affect the completeness or accuracy of such information.

No assurance of future performance

Although the Acquisition Agreement contains covenants on the part of the Sellers regarding the operation of Serato prior to the completion of the Acquisition, the Company does not control the Sellers and Serato may be adversely affected by events that are outside of the Company's control during the intervening period. The historic and current performance of Serato may not be indicative of success in future periods. The future performance of Serato may be influenced by, among other factors, economic downturns, reductions in government and private industry spending and other factors beyond the control of the Company. As a result of any one or more of these factors, the operations and financial performance of Serato may be negatively affected, which could adversely affect the business, results of operations and financial condition of the Company.

Historic and current performance of the business of the Company may not be indicative of success in future periods. The future performance of the business of the Company after the Acquisition may be influenced by, among other factors, economic downturns and other factors beyond the control of the Company. As a result of any one or more of these factors, the operations and financial performance of the Company, including following integration of Serato, may be negatively affected, which may adversely affect the Company's financial results.

Litigation and Public Attitude towards the Acquisition

The Company may be exposed to increased litigation from third parties in connection with the Acquisition. Such litigation may have an adverse impact on the Company's business and results of operations or may cause disruptions to the Company's operations. Even if any such claims are without merit, defending against these claims can result in substantial costs and divert the time and resources of management.

Furthermore, public attitudes towards the Acquisition could result in negative press coverage and other adverse public statements affecting the Company. Adverse press coverage and other adverse statements could negatively impact the ability of the Company to achieve the benefits of the Acquisition or take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

The Company will incur significant transaction and related costs in connection with the Acquisition

The Company expects to incur a number of costs associated with completing the Acquisition and integrating the operations of Serato. The substantial majority of these costs will be non-recurring expenses resulting from the Acquisition and will consist of transaction costs related to the Acquisition, facilities and systems consolidation costs and employment-related costs. Additional unanticipated costs may be incurred in the integration of Serato. Although the Company expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term or at all.

AI assistant

Tiny Ltd. — Capital/Financing Update 2025

47831_rns_2025-03-31_2468cc9f-b4b5-4a03-b96a-0a5be2b5b965.pdf

The Offering

Concurrent Private Placement

Item 6 Reliance on Section 7.1(2) of National Instrument 51-102

Item 7 Omitted Information

Item 8 Executive Officer

Item 9 Date of Report

Forward-Looking Statements

Tiny Announces Majority Acquisition of Serato, A Global Leader in DJ Software, and Reports Strong Q4 Preliminary Results

Serato Acquisition

Tiny Ltd. FY2024 / Q4 Preliminary Results

Overview of Serato

Acquisition Terms

Bought Deal Financing

Concurrent Private Placement

Select Preliminary Unaudited Financial Results

Investor Call

Conference Call Details

Additional Information on the Offering

Additional Information on the Concurrent Private Placement

Advisors and Counsel

About Tiny

Cautionary Note Regarding Forward-Looking Information

Non-IFRS Measures

NON-IFRS MEASURES RECONCILIATIONS

EBITDA and Adjusted EBITDA (Tiny)

Net debt to adjusted EBITDA ratio (Tiny)

SUMMARY PRO FORMA FINANCIAL INFORMATION

Pro Forma Financial Information of the Company and Serato Giving Effect to the Pro Forma Impact of the Acquisition

PRO FORMA ADJUSTMENTS

Acquisition of a Majority Interest in Serato

Cautionary Language

Legal disclaimer

Confidential Information

No Investment Advice

No Reliance

Legal disclaimer

Third-Party Sources

Forward-Looking Information

Legal disclaimer

Non-IFRS Financial Measures and Serato Financial Information

Tiny Co-Founders & Leadership

Andrew Wilkinson

Chris Sparling

Jordan Taub

Mike McKenna

Austin Singhera

Tiny

A Leading Technology Holding Company

TINY KEY BUSINESS UNITS

Software & Apps - WeCommerce

Digital Services - Beam

Tiny Fund I

Founded: 2016

Transaction Highlights

Serato At A Glance

#1

Industry Leading Product Offering

serato

Serato DJ

Approach

Offerings

serato DJ Lite

serato DJ Pro

SERATO DJ SUITE

~13% (1,2)

Music Production

Approach

Offerings

serato Studio

serato Sample

Serato F'nT Pro

serato HBX™

Why Serato?

Adopted by Millions

Constant Product Innovation

Attractive Financial Profile

Subscription

Tiny Ltd. Capital/Financing Update 2025