Tiny Ltd. — Capital/Financing Update 2025

Apr 3, 2025

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement, together with the short form base shelf prospectus, to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference in the short form base shelf prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See “Plan of Distribution”.

These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States, and may not be offered, sold, delivered or otherwise transferred, directly or indirectly, in the United States or to or for the account of any U.S. Person (as such term is defined under Regulation S under the U.S. Securities Act) (a “ U.S. Person ”), except pursuant to (x) an effective registration statement under the U.S. Securities Act and compliance with all such state securities laws, or (y) an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws. This prospectus supplement, together with the short form base shelf prospectus dated September 29, 2023 to which it relates, does not constitute an offer to sell or solicitation of an offer to buy or sell any of these securities in the United States or to or for the account of any U.S. Person. See “Plan of Distribution”.

Information has been incorporated by reference in this prospectus supplement and in the short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Tiny Ltd. Suite 1800 - 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3, telephone: 416-938-0574, and are also available electronically at www.sedarplus.com .

PROSPECTUS SUPPLEMENT

TO THE SHORT FORM BASE SHELF PROSPECTUS DATED SEPTEMBER 29, 2023

New Issue

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April 2, 2025

TINY LTD.

$20,010,000

17,400,000 Subscription Receipts each representing the right to receive one Class A common share and one-half of one Class A common share purchase warrant

This prospectus supplement, together with the accompanying short form base shelf prospectus dated September 29, 2023 (the “ Shelf Prospectus ”), qualifies the distribution (the “ Offering ”) of an aggregate of 17,400,000 subscription receipts (the “ Subscription Receipts ”) of Tiny Ltd. (the “ Corporation ”, “ Tiny ”, “ we ”, “ our ”, or “ us ”) at a price of $1.15 per Subscription Receipt (the “ Offering Price ”).

The Offering is being made pursuant to an underwriting agreement (the “ Underwriting Agreement ”) dated April 2, 2025 among the Corporation and Canaccord Genuity Corp. (“ Canaccord ”) and Roth Canada, Inc.

(“ Roth ” and, together with Canaccord, the “ Co-Lead Underwriters ”) and Scotia Capital Inc., Cormark Securities Inc. and Ventum Financial Corp. (collectively with the Co-Lead Underwriters, the “ Underwriters ”). The Offering Price and certain other terms of the Offering were determined by arm’s length negotiation between the Corporation and the Co-Lead Underwriters with reference to the prevailing market price of the outstanding Class A common shares in the capital of the Corporation (the “ Common Shares ”).

The Subscription Receipts are being issued to finance a portion of the cash component of the purchase price for the proposed acquisition (the “ Acquisition ”) by a wholly-owned subsidiary of the Corporation of 66% of the issued and outstanding shares of Serato Audio Research Limited (“ Serato ”). The completion of the Acquisition (the “ Acquisition Completion ”) is expected to occur in the second quarter of 2025.

Each Subscription Receipt will entitle the holder thereof to receive, for no additional consideration and without any further action on the part of the holder thereof, one Common Share and one-half of one Common Share purchase warrant (each whole such warrant, a “ Warrant ”) upon the satisfaction or waiver of the completion conditions related to the Acquisition and contained in the share purchase agreement made on March 31, 2025 (as may be amended or supplemented from time to time in a manner permitted by the Subscription Receipt Agreement (as defined below)) between the Corporation and Sellers (as defined below), (the “ Share Purchase Agreement ”), as described further under “ The Acquisition ” and “ Description of the Subscription Receipts ”. The terms of the Subscription Receipts will be governed by the terms of the Subscription Receipt Agreement (as defined below).

Each Warrant shall entitle the holder thereof to purchase one Common Share (each, a “ Warrant Share ”) at a price of $1.45 per Warrant Share (the “ Warrant Exercise Price ”) at any time prior to 1:30 p.m. (Vancouver time) on the date which is 24 months following the closing of the Offering (the “ Warrant Expiry Date ”). The Warrants will be governed by a warrant indenture (the “ Warrant Indenture ”) to be entered into on the Offering Closing Date (as defined below) between the Corporation, the Co-Lead Underwriters and Computershare Trust Company of Canada, as warrant agent (the “ Warrant Agent ”). After the date that is four months following the Offering Closing Date and prior to the Warrant Expiry Date, if the volume weighted average trading price of the Common Shares on the TSXV (as defined herein) or such other exchange on which the Common Shares may be listed, equals or exceeds $2.90 for any 20 consecutive trading days, the Corporation may, within 10 business days of the occurrence of such event, provide written notice to the holders of the Warrants by way of a news release, accelerating the expiry date of the Warrants from the Warrant Expiry Date to the date that is 30 days following the date of such notice (the “ Accelerated Expiry Date ”).

Some of the information relating to Serato in this prospectus supplement has been based on information made available to the Corporation by Serato as part of the due diligence investigation undertaken for the purposes of the Acquisition. While the Corporation has conducted what it believes to be a prudent level of investigation in connection with the Acquisition, no assurance can be given as to the level of risk remaining regarding the accuracy and completeness of such information. See “ Risk Factors ”.

The gross proceeds from the sale of the Subscription Receipts, less the fees and expenses of the Underwriters paid on the Offering Closing Date and 50% of the Underwriters’ Fee (as defined below) (the “ Escrowed Funds ”), and all interest earned thereon, will be held by Computershare Trust Company of Canada, as subscription receipt agent, (the “ Subscription Receipt Agent ”), pursuant to the terms of the subscription receipt agreement (the “ Subscription Receipt Agreement ”) to be dated the Offering Closing Date between the Corporation, the Co-Lead Underwriters and the Subscription Receipt Agent. The Escrowed Funds will be invested as further described herein, until the earlier to occur of: (i) the satisfaction of the Escrow Release Conditions (as defined below) and the delivery by the Corporation of the Release Notice (as defined below); and (ii) a Termination Event (as defined below). See “ Description of the Subscription Receipts ”.

If (i) each of the conditions to the completion of the Acquisition as set out in the Share Purchase Agreement (except for the payment of the purchase price thereunder and those conditions precedent that by their nature are to be satisfied at the time of the closing of the Acquisition) has been satisfied or waived (without an amendment or waiver that would be materially adverse to the Corporation, unless the consent of the

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Co-Lead Underwriters, on behalf of the Underwriters, acting reasonably and in good faith, is given to such amendment or waiver), (ii) each of the conditions precedent to the Concurrent Private Placement (other than such conditions that by their nature are to be satisfied at the time of closing of the Acquisition) has been satisfied or waived, (iii) the Corporation has delivered a certificate to the Co-Lead Underwriters certifying the Escrow Release Conditions (as defined herein), other than the delivery of the Release Notice (as defined herein) and those conditions precedent that by their nature are to be satisfied at the time of closing the Acquisition, have been satisfied, and (iv) the Termination Date has not occurred (collectively, the “ Escrow Release Conditions ”), then upon execution and delivery of the release notice by the Corporation to the Subscription Receipt Agent and the Co-Lead Underwriters certifying that the Escrow Release Conditions have been satisfied or waived (the “ Release Notice ”): (a) the Subscription Receipt Agent will (i) release to the Corporation the Escrowed Funds, together with the interest earned thereon, less the remaining 50% of the Underwriters’ Fee (in total, the “ Net Proceeds ”), (ii) remit to the Underwriters the remaining 50% of the Underwriters’ Fee; and (b) the holders of Subscription Receipts will automatically receive, without payment of additional consideration or further action, one Common Share and one-half of one Warrant for each Subscription Receipt held. If the Acquisition Completion occurs prior to, or concurrently with, the closing of the Offering, Common Shares and Warrants in lieu of Subscription Receipts will be issued on the Offering Closing Date and, in such circumstance, the Underwriters will receive 100% of the Underwriters’ Fee on the Offering Closing Date. This prospectus supplement also qualifies the distribution of such Common Shares and Warrants in lieu of Subscription Receipts, if applicable.

In the event that: (i) the Acquisition Completion does not occur within 90 days after the Offering Closing Date; (ii) the Share Purchase Agreement is terminated at any earlier time in accordance with its terms; or (iii) the Corporation delivers a notice to the Co-Lead Underwriters that it does not intend to proceed with the Acquisition (each a “ Termination Event ”, and the date upon which such Termination Event occurs, the “ Termination Date ”), holders of Subscription Receipts will, commencing on the second business day following the Termination Date, be entitled to receive from the Subscription Receipt Agent an amount equal to the Offering Price 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 the fees and expenses of the Underwriters paid on the Offering Closing Date and 50% of the Underwriters’ Fee were such fee included in the Escrowed Funds (together, “ Subscription Receipt Interest ”), 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.

Since the fees and expenses of the Underwriters paid on the Offering Closing Date and 50% of the Underwriters’ Fee will be paid by the Corporation to the Underwriters on the Offering Closing Date from the gross proceeds of the Offering, such amount will not form part of the Escrowed Funds. Therefore, the aggregate amount that holders of the Subscription Receipts shall be entitled to receive from the Subscription Receipt Agent in the event of a Termination Event will be greater than the aggregate amount of the Escrowed Funds. In the event that the gross proceeds of the Offering are required to be remitted to purchasers of the Subscription Receipts, the Corporation has agreed and undertaken to pay the Subscription Receipt Agent an amount equal to the sum of (a) the fees and expenses of the Underwriters paid on the Offering Closing Date, (b) 50% of the Underwriters’ Fee and (c) the interest that would have been earned on the fees and expenses of the Underwriters paid on the Offering Closing Date and 50% of the Underwriters’ Fee were such amounts included in the Escrowed Funds, such that 100% of the gross proceeds received pursuant to the sale of Subscription Receipts under the Offering, plus the Subscription Receipt Interest, would be paid to purchasers of Subscription Receipts.

The Common Shares are listed on the TSX Venture Exchange (the “ TSXV ”) under the symbol “TINY” and are quoted on the OTC Market (“ OTC ”) under the symbol “TNYZF”. On April 1, 2025, being the last trading date prior to this prospectus supplement, the closing prices of the Common Shares on the TSXV was $1.16 and on the OTC was US$0.815. The Corporation has applied to list on the TSXV: (i) the Subscription Receipts (including the Subscription Receipts issuable on exercise of the Over-Allotment Option), (ii) the Common Shares issuable on exchange of such Subscription Receipts; (iii) the Warrant Shares (including Warrant Shares issuable on the exercise of Warrants issuable on exchange of the Subscription Receipts issuable on exercise of the Over-Allotment Option); (iv) the Completion Shares (as defined herein); and (v)

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the Common Shares underlying the Convertible Debentures (as defined herein). There is no assurance that the TSXV will approve the listing of the Subscription Receipts, such Common Shares or the Warrants Shares. Closing of the Offering, the Acquisition and the Concurrent Private Placement (as defined herein) will be subject to the Corporation fulfilling all of the listing requirements of the TSXV.

There is currently no market through which the Subscription Receipts and Warrants may be sold and purchasers may not be able to resell the Subscription Receipts and Warrants purchased under this prospectus supplement. This may affect the pricing of the Subscription Receipts and Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Subscription Receipts and Warrants and the extent of issuer regulation. See “ Risk Factors ”.

Price: $1.15 per Subscription Receipt

Per Subscription Receipt Total(5)	Price to Public(1) $1.15 $20,010,000	Underwriters’ Fee(2) $0.06325 $1,100,550	Net Proceeds to the Corporation(3)(4)
			$1.08675 $18,909,450

Notes:

• (1) The Offering Price was established by negotiation between the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, with reference to the market price of the Common Shares.

• (2) The Underwriters will be paid an aggregate fee of 5.5% of the gross proceeds from the Offering (excluding, for greater certainty, the gross proceeds from the Concurrent Private Placement), being $0.06325 per Subscription Receipt (the “ Underwriters’ Fee ”), including the proceeds realized from the sale of any Subscription Receipts or Common Shares and Warrants in lieu of Subscription Receipts, if applicable, sold pursuant to the exercise of the Over-Allotment Option (as defined below). The Underwriters’ Fee is payable (a) as to 50% on the Offering Closing Date and (b) as to 50% upon satisfaction or waiver of the Escrow Release Conditions and delivery by the Corporation of the Release Notice to the Subscription Receipt Agent, or as to 100% on the Offering Closing Date if the Acquisition Completion has occurred and Common Shares and Warrants are issued in lieu of Subscription Receipts. If a Termination Event occurs, the Underwriters’ Fee will be reduced to the amount payable on the Offering Closing Date and, if applicable, the Over-Allotment Closing Date (as defined below).

• (3) After deducting the Underwriters’ Fee payable by the Corporation, but before deducting expenses of the Offering (estimated to be $1,100,000 not taking into account the Concurrent Private Placement), and assuming the Over-Allotment Option is not exercised.

• (4) The total net proceeds to the Corporation of the Offering (after deducting the Underwriters’ Fee, before deducting the other expenses of the Offering, estimated to be approximately $1,100,000, and assuming that the Over-Allotment Option is not exercised) will be approximately $18,909,450. If the Over-Allotment Option is exercised in full, the total net proceeds to the Corporation of the Offering (after deducting the Underwriters’ Fee, before deducting the other expenses of the Offering) will be $21,745,867.50.

• (5) The Corporation has granted the Underwriters an option (the “ Over-Allotment Option ”), exercisable in whole or in part and from time to time until the earlier of (a) the 30th day following the Offering Closing Date, and (b) the occurrence of a Termination Event, to purchase up to an additional 2,610,000 Subscription Receipts (or, if the Acquisition Completion occurs prior to, or concurrently with, the closing of the Over-Allotment Option, 2,610,000 Common Shares and 1,305,000 Warrants in lieu of Subscription Receipts) on the same terms and conditions of the Offering, to cover over-allocations, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Corporation” will be $23,011,500, $1,265,632.50 and $21,745,867.50, respectively (excluding the Corporation’s expenses of the Offering). This prospectus supplement also qualifies the grant of the Over-Allotment Option. A purchaser who acquires Subscription Receipts or Common Shares and Warrants forming part of the Underwriters’ overallocation position acquires such Subscription Receipts or Common Shares and Warrants under this prospectus supplement regardless of whether the Underwriters’ over-allocation position is filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution ”.

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Underwriters’ Position Over-Allotment Option	Maximum Size or Number of Securities Held Option to purchase up to an additional 2,610,000 Subscription Receipts or 2,610,000 Common Shares and 1,305,000 Warrants, as applicable	Exercise Period Not later than the earlier of (i) the 30th day following the Offering Closing Date and (ii) the occurrence of a Termination Event	Exercise Price
			$1.15 per Subscription Receipt or per Common Share and one-half Warrant, as applicable

The Underwriters, as principals, conditionally offer the Subscription Receipts qualified under this prospectus supplement, subject to prior sale, if, as and when issued, sold and delivered by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement between the Corporation and the Underwriters referred to under “ Plan of Distribution ” and subject to the approval of certain legal matters relating to the Offering on behalf of the Corporation by Norton Rose Fulbright Canada LLP and on behalf of the Underwriters by Blake, Cassels & Graydon LLP. See “ Plan of Distribution ”.

In connection with this distribution, the Underwriters have been granted the Over-Allotment Option and the Corporation has been advised by the Underwriters that, subject to applicable laws, the Underwriters may over-allocate or effect transactions intended to stabilize or maintain the market price of the Subscription Receipts and/or the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. After the Underwriters have made a reasonable effort to sell all of the Subscription Receipts offered under this prospectus supplement at the Offering Price, the Underwriters may reduce such price or otherwise change the selling terms from time to time. Any such reduction will not affect the proceeds to be received by the Corporation under the Offering. See “ Plan of Distribution ”.

Subscriptions for Subscription Receipts will be received subject to rejection or allotment, in whole or in part, and the right is reserved to close the subscription books at any time without notice. Book-entry only certificates representing the Subscription Receipts will be issued in registered form to CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee as registered global securities and will be deposited with CDS upon the closing of the Offering, which is expected to occur on or about April 9, 2025 or such later date as the Corporation and the Underwriters may agree (the “ Offering Closing Date ”). The securities offered hereunder are to be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of this prospectus supplement. Except as otherwise stated herein, holders of beneficial interests in the Subscription Receipts will not be entitled to receive physical certificates representing their ownership. Common Shares and Warrants issued in lieu of or upon exchange of the Subscription Receipts will be issued and registered to CDS or its nominee under the book-entry only system. See “ Description of the Subscription Receipts ”.

Investors should be aware that the acquisition, holding and disposition of the securities described in this prospectus supplement may have tax consequences in Canada or elsewhere depending on each particular investor’s specific circumstances. Investors should consult their own tax advisors with respect to such tax considerations. See “ Certain Canadian Federal Income Tax Considerations ”.

An investment in Subscription Receipts, Common Shares and Warrants is subject to a number of risks that should be carefully considered by a prospective investor. Prospective investors should carefully review this prospectus supplement and the Shelf Prospectus, and specifically the documents incorporated by reference herein and therein, and the risk factors set out in each such document and herein before purchasing Subscription Receipts and/or Common Shares and Warrants. The risk factors identified under the heading “ Risk Factors ” in this prospectus supplement, in the AIF (as defined below), the Annual MD&A (as defined below) and Interim MD&A (as defined below) should be carefully reviewed and evaluated by

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prospective purchasers before making an investment decision. It is important for investors to consider the particular risk factors that may affect the industry in which they are investing. An investment in Subscription Receipts and/or Common Shares and Warrants is suitable for only those investors who are willing to risk a loss of their entire investment.

Prior to the closing of the Acquisition, the Corporation expects to enter into subscription agreements with certain investors pursuant to which the Corporation will agree to sell up to $34,600,000 aggregate principal amount of convertible debentures of the Corporation (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 $32,005,000. Canaccord and Roth, as agents under the Concurrent Private Placement (the “ Agents ”) shall have the option, exercisable for a period of 60 days following the closing date of the Concurrent Private Placement to acquire additional Convertible Debentures with an aggregate principal amount of up to 15% of the Convertible Debentures issued on the closing date of the Concurrent Private Placement (the “ Private Placement Over-Allotment Option ”). The net proceeds from the Concurrent Private Placement will be used to finance a portion of the cash component of the Purchase Price (as defined below). This prospectus supplement does not qualify the distribution of the Convertible Debentures or the Common Shares issuable upon conversion of the Convertible Debentures. See “ Concurrent Private Placement ”.

The Co-Lead Underwriters are acting as financial advisors to the Corporation in connection with the Acquisition and as agents in connection with the Concurrent Private Placement. Scotia Capital Inc. is a direct or indirect affiliate of a lender to the Corporation or one or more of its subsidiaries. Accordingly, pursuant to applicable Canadian securities laws, the Corporation may be considered a “connected issuer” of each of the aforementioned Underwriters. See “Relationship Between Tiny and Certain of the Underwriters”.

The head and registered office of the Corporation is Suite 1800 – 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3.

All references in this prospectus supplement to dollars or “$” are in Canadian dollars, unless otherwise indicated. References to “US$” are the United States dollars. On April 1, 2025, the rate of exchange reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US $1.00 equals C$1.4348. No representation is made that any currency could be converted into any other currency at any given rate.

Information contained on the Corporation and its subsidiaries’ websites should not be deemed to be a part of this prospectus supplement or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Corporation. Market data and certain industry forecasts used in this prospectus supplement and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. The Corporation believes that these sources are generally reliable, but the accuracy and completeness of the information is not guaranteed. The Corporation has not independently verified this information and does not make any representation as to the accuracy of this information.

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Table of Contents

Page ABOUT THIS PROSPECTUS SUPPLEMENT ............................................................................................. 7 CAUTION REGARDING FORWARD-LOOKING STATEMENTS ................................................................ 8 TRADEMARKS AND TRADE NAMES ....................................................................................................... 10 DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 10 MARKETING MATERIALS ......................................................................................................................... 11 THE ACQUISITION ..................................................................................................................................... 13 USE OF PROCEEDS .................................................................................................................................. 17 CONSOLIDATED CAPITALIZATION ......................................................................................................... 18 DESCRIPTION OF THE SUBSCRIPTION RECEIPTS .............................................................................. 18 DESCRIPTION OF THE COMMON SHARES ............................................................................................ 21 DESCRIPTION OF THE WARRANTS ........................................................................................................ 21 PLAN OF DISTRIBUTION .......................................................................................................................... 22 CONCURRENT PRIVATE PLACEMENT ................................................................................................... 25 TRADING PRICE AND VOLUME ............................................................................................................... 26 PRIOR SALES ............................................................................................................................................ 26 RELATIONSHIP BETWEEN TINY AND CERTAIN OF THE UNDERWRITERS ....................................... 27 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...................................................... 28 RISK FACTORS .......................................................................................................................................... 36 LEGAL MATTERS ...................................................................................................................................... 43 AUDITORS, TRANSFER AGENT AND REGISTRAR ................................................................................ 43 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION AND CONTRACTUAL RIGHTS OF RESCISSION ......................................................................................................................... 43

ABOUT THIS PROSPECTUS SUPPLEMENT

Readers should rely only on the information contained or incorporated by reference in this prospectus supplement (and the accompanying Shelf Prospectus, together with this prospectus supplement, the “ Prospectus ”). Neither the Corporation nor the Underwriters have authorized any other person to provide prospective investors with different information. If a prospective investor is provided with different or inconsistent information, the prospective investor should not rely on such information. The information contained in this Prospectus (including the documents incorporated by reference) is accurate only as of the date of this prospectus supplement or the Shelf Prospectus (or the date of the document incorporated by reference herein and therein, as applicable), regardless of the time of delivery of this Prospectus or any sale of the Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable). Neither the Corporation nor the Underwriters are making an offer to sell in any jurisdiction where an offer or sale is not permitted by applicable law.

Readers should not assume that the information contained or incorporated by reference in this Prospectus is accurate as of any date other than the date of this prospectus supplement or the Shelf Prospectus (or the respective dates of the documents incorporated by reference herein), unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus and the documents incorporated by reference herein and therein are accurate only as of their respective dates, regardless of the time of delivery of this Prospectus or of any sale of the Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable). The business, financial condition, operating results and future prospects of the Corporation may have changed since those dates.

This Prospectus shall not be used by anyone for any purpose other than in connection with the Offering. The Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable Canadian securities laws.

Unless otherwise indicated, the disclosure contained herein assumes that the Over-Allotment Option has not been exercised.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

The Corporation may make or provide statements or information in this Prospectus and in the documents incorporated by reference herein that are not based on historical facts and which are considered to be “forward-looking information” or “forward-looking statements” under Canadian securities laws. These statements relate to future events or future performance and reflect the expectations of management of the Corporation regarding the growth, results of operations, performance and business prospects and opportunities of the Corporation or its industry.

This Prospectus and the documents incorporated by reference herein may contain forward-looking statements. Forward-looking statements can typically be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature. Such forward-looking statements reflect current beliefs of management of the Corporation and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. While the Corporation considers these factors and assumptions to be reasonable based on information available as at the date of this Prospectus (or, in the case of documents incorporated by reference herein, as at the date of such documents), actual events or results could differ materially from the results, predictions, forecasts, conclusions or projections expressed or implied in the forward-looking statements.

Forward-looking statements in this Prospectus and the documents incorporated by reference in this Prospectus include but are not limited to statements pertaining to: the listing of the Subscription Receipts the Common Shares underlying the Subscription Receipts, the Warrant Shares, the Completion Shares, and the Common Shares underlying the Convertible Debentures, including any Subscription Receipts issued pursuant to the exercise of the Over-Allotment Option and the Common Shares underlying such Subscription Receipts issued pursuant to the exercise of the Over-Allotment Option, the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation, its subsidiaries and Serato, the pro forma financial profile of the Corporation, the expected timing of the completion of the Acquisition, the Concurrent Private Placement and the Offering and the Corporation’s use of the proceeds of the Offering and the Concurrent Private Placement.

Forward-looking statements made by the Corporation are based on a number of assumptions and other factors believed by the Corporation to be reasonable as at the date of this Prospectus (or, in the case of documents incorporated by reference herein, as at the date of such documents). Such assumptions and other factors include, among other things, assumptions and other factors regarding: the listing of the Subscription Receipts, the Common Shares underlying the Subscription Receipts, the Warrant Shares, the Completion Shares, and the Common Shares underlying the Convertible Debentures, the benefits of the Acquisition; the timing of completion of the Acquisition, the Offering and the Concurrent Private Placement; the market price for the Common Shares and Subscription Receipts; global financial conditions; management of growth; the Corporation’s business strategy; currency fluctuations; competitive markets; the Corporation’s growth and ability to attract new customers, retain revenue from existing merchants, and increase sales to both new and existing customers; and future results of operations and client demand. Other assumptions, if any, are set out throughout this Prospectus and the documents incorporated by reference herein. If any of these assumptions prove to be inaccurate, the Corporation’s actual results could differ materially from those expressed or implied in forward-looking statements.

In evaluating these forward-looking statements, investors should specifically consider various risks, which, if realized, could cause the Corporation’s actual results to differ materially from those expressed or implied in forward-looking statements. Such risks are discussed in greater detail in the “ Risk Factors ” section in this Prospectus, the “ Risk Factors ” section of the AIF, Annual MD&A and Interim MD&A, as well as other risks detailed from time to time in reports filed by the Corporation with securities regulators or securities

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commissions or other documents that the Corporation makes public, which may cause events or results to differ materially from the results expressed or implied in any forward-looking statement.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. The Corporation cautions that the risk factors described below under “ Risk Factors ” and the risk factors detailed in the documents incorporated by reference in the Prospectus are not exhaustive. There can be no assurance that actual results will be consistent with forward-looking statements. The Corporation does not take any responsibility to update or revise forward-looking information even if new information becomes available, unless legislation requires us to do so. Readers should not place undue reliance on forward-looking statements.

To the extent any forward-looking statement in this document constitutes financial outlook information, within the meaning of applicable Canadian securities laws, such information is intended to provide investors with information regarding the Corporation, including the Corporation’s assessment of future financial plans, and may not be appropriate for other purposes. Financial outlook information (including assumptions about future events, including economic conditions and proposed courses of action, based on the Corporation’s assessment of the relevant information currently available), as with forward-looking statements generally, is based on current estimates, expectations and assumptions and is subject to inherent risks and uncertainties and other factors.

All of the forward-looking information and forward-looking statements contained in this Prospectus and the documents incorporated by reference herein are expressly qualified by the foregoing cautionary statements.

NON-IFRS MEASURES

The financial statements of the Corporation that are incorporated by reference in this Prospectus have been prepared in accordance with IFRS accounting standards as issued by the International Accounting Standards Board (“ IFRS ”). Certain information presented in this Prospectus, including certain documents incorporated by reference herein include non-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 Corporation 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 is presented in the sections dealing with these financial measures in such documents.

Non-IFRS measures are not audited. 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.

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TRADEMARKS AND TRADE NAMES

This Prospectus and the documents incorporated by reference herein include certain trademarks and trade names which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this Prospectus and in the documents incorporated by reference herein may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. All other trademarks used in this Prospectus or the documents incorporated by reference herein are the property of their respective owners.

DOCUMENTS INCORPORATED BY REFERENCE

This prospectus supplement is deemed, as of the date hereof, to be incorporated by reference in the Shelf Prospectus solely for the purpose of offering the Subscription Receipts (or the Common Shares and Warrants issuable in lieu thereof, if applicable). Other documents are also incorporated, or deemed to be incorporated, by reference in the Shelf Prospectus, and reference should be made to the Shelf Prospectus for full particulars thereof. In addition, the following documents, filed by the Corporation with the securities commission or similar authority in each of the provinces of Canada, are specifically incorporated by reference in the accompanying Shelf Prospectus as supplemented by this prospectus supplement:

• (a) the annual information form of the Corporation dated April 30, 2024 for the year ended December 31, 2023 (“ AIF ”);

• (b) the audited consolidated annual financial statements of the Corporation as at and for the years ended December 31, 2023 and 2022, together with the notes thereto and the independent auditors’ report thereon, filed on April 11, 2024;

• (c) the management’s discussion and analysis of the consolidated financial position, results of operations, and cash flows of the Corporation dated April 11, 2024 for the years ended December 31, 2023 and 2022 (“ Annual MD&A ”);

• (d) the unaudited interim condensed consolidated financial statements of the Corporation as at and for the three and nine-month periods ended September 30, 2024 and 2023, together with the notes thereto;

• (e) the management’s discussion and analysis of the consolidated financial position, results of operations, and cash flows of the Corporation dated November 14, 2024 for the three and nine month periods ended September 30, 2024 and 2023 (“ Interim MD&A ”);

• (f) the management information circular of the Corporation dated May 13, 2024, filed on May 22, 2024, in connection with the annual general and special meeting of the Corporation held on June 20, 2024;

• (g) the material change report of the Corporation dated June 11, 2024, in respect of a private placement with Hosking Partners LLP;

• (h) the material change report of the Corporation dated July 4, 2024, in respect of the appointment of Mike McKenna as Chief Financial Officer;

• (i) the material change report of the Corporation dated January 27, 2025, in respect of the appointment of Alex Conconi to the board of directors of the Corporation;

• (j) the template version of the investor presentation dated March 31, 2025 in connection with the Offering, filed on SEDAR+ on March 31, 2025 (the “ Investor Presentation ”);

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• (k) the template version of the term sheet dated March 31, 2025 in connection with the Offering filed on SEDAR+ on March 31, 2025 (together with the Investor Presentation, the “ Marketing Materials ”); and

• (l) the material change report of the Corporation dated March 31, 2025, in connection with the Acquisition, the Offering and the Concurrent Private Placement filed on SEDAR+ on March 31, 2025.

Any documents of the type referred to above or in Section 11.1 of Form 44-101F1 – Short Form Prospectus , including any material change reports (excluding confidential reports), annual and interim financial statements (including management’s discussion and analysis filed in connection with such annual and interim financial statements), information circulars or annual filings, that are filed by the Corporation with the various securities commissions or any similar authorities in the provinces of Canada on or after the date of this prospectus supplement and prior to the termination of the distribution under this prospectus supplement shall be deemed to be incorporated by reference in the Prospectus.

Any statement contained in the Prospectus or in a document incorporated or deemed to be incorporated by reference in the Prospectus for the purposes of the Offering will be deemed to be modified or superseded, for purposes of the Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference in the Prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or included any other information set out in the document that it modifies or supersedes. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of the Prospectus for purposes of the Offering. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Upon a new annual information form and the related annual financial statements being filed by the Corporation with, and, where required, accepted by, the applicable securities regulatory authorities during the currency of this prospectus supplement, the previous annual information form, the previous annual financial statements and all interim financial statements, material change reports and annual filings or information circulars filed before the commencement of the Corporation’s fiscal year in which the new annual information form is filed will be deemed no longer to be incorporated by reference in the accompanying Prospectus for purposes of future offers and sales of securities under the Prospectus.

Information has been incorporated by reference in the accompanying Shelf Prospectus as supplemented by this prospectus supplement from documents filed with securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation at Suite 1800 - 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3, telephone: 416-938-0574, and are also available electronically at www.sedarplus.com.

MARKETING MATERIALS

The Marketing Materials are not part of this prospectus supplement to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this prospectus supplement. Any template version of “marketing materials” (as defined in National Instrument 41-101 — General Prospectus Requirements ) filed after the date of this prospectus supplement and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated by reference in this prospectus supplement.

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TINY LTD.

This summary does not contain all of the information about the Corporation that may be important to you. You should read the more detailed information and financial statements and related notes that are incorporated by reference in and are considered to be a part of this Prospectus.

Tiny is a leading technology holding company with a strategy of acquiring majority stakes in wonderful businesses. Tiny has three core business segments, Beam Digital Ltd. (“ Beam ”), WeCommerce Holdings LP (“ WeCommerce ”) and Dribbble Holdings Ltd. (“ Dribbble ”), with other standalone businesses including a private equity investment fund.

Beam and its subsidiary companies, including MetaLab Design Ltd., create digital products and experiences, including applications and web interfaces, for a variety of businesses, including global brands. The group’s capabilities as an end-to-end product partner provide clients with intimate insight into end-user behavior, allowing for a thorough, strategy-led approach to product design, engineering, brand positioning and marketing.

WeCommerce consists of a group of software businesses which support E-Commerce merchants primarily in the Shopify ecosystem. The WeCommerce family of companies and brands includes Pixel Union, Out of the Sandbox, KnoCommerce, Archetype, Orbit, Clean Canvas, Foursixty and Stamped. The WeCommerce businesses deliver “software-as-a-service” solutions for customer engagement, including review management, loyalty programs, customer insights/survey tools, and retention applications, under a recurring subscription model. WeCommerce also derives revenue from selling digital theme templates designed to enhance online storefronts.

Dribbble is an independent social network for web and digital designers designed to be a destination for such designers to showcase their portfolios, build an audience, and find meaningful contract and full-time work. Dribbble also owns Creative Market, an online marketplace for buying and selling digital assets including fonts, images, web templates and more. Creative Market’s business consists of a transactional online marketplace and an enterprise licensing segment.

Other standalone businesses include several software and internet companies and the operation of a private equity fund where the Corporation serves as the general partner (“ Tiny Fund ”). Tiny Fund commenced operations in August 2020 and has total committed capital of approximately US$148 million.

Further details concerning the Corporation, including information with respect to the Corporation’s assets, operations and history, are provided in the AIF, Annual MD&A, Interim MD&A, and other documents incorporated by reference in this Prospectus.

Readers are encouraged to thoroughly review these documents as they contain important information about the Corporation.

Recent Developments

On November 20, 2024, Beam disposed of its entire interest in 8020 Design Ltd.

On December 5, 2024, Beam disposed of its entire interest in Frosty Studio Ltd.

On January 21, 2025, the shareholders of Medimap Systems Inc. (including the Corporation, Tiny Fund I, LP and Wilkinson Ventures Ltd.) disposed of their entire interests in the capital of Medimap Systems Inc.

On January 27, 2025, Alex Conconi was appointed to the board of directors of the Corporation.

On March 31, 2025, the Corporation announced the entry into the Share Purchase Agreement, the Offering, and the Concurrent Private Placement. See “ The Acquisition ”.

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THE ACQUISITION

Overview

On March 31, 2025, Spin Acquisition Limited, a wholly-owned subsidiary of the Corporation, as purchaser (the “ Buyer ”), the Corporation, as parent guarantor, and the shareholders of Serato (the “ Sellers ”), among others, entered into the Share Purchase Agreement in connection with the Acquisition. Pursuant to the Share Purchase Agreement, the Buyer, has agreed to acquire 66% of the issued and outstanding shares of Serato for aggregate initial consideration of US$66.0 million (the “ Purchase Price ”), which will be satisfied through a cash payment by the Corporation of US$42.4 million (subject to customary closing adjustments) and the issuance of Common Shares with an aggregate value of US$23.6 million to certain Sellers, plus contingent consideration, which may be payable in cash up to US$15 million and in cash and Common Shares, above US$ 15 million (at the Corporation’s discretion), in accordance with the financial performance of Serato, all as more particularly described in the Share Purchase Agreement and below under the heading “ Contingent Consideration ”. See “ Share Purchase Agreement ”. The Acquisition Completion is subject to satisfaction or waiver of certain typical conditions to completion. See “ Share Purchase Agreement – Completion Conditions ”.

Concurrent with the Acquisition Completion, the Buyer and the Corporation will enter into a shareholders’ agreement (the “ Shareholders Agreement ”) with those Sellers who will be retaining 34% of the shares of Serato (the “ Rolling Shareholders ”) setting out the terms upon which the Buyer, the Corporation and the Rolling Shareholders will govern the future business and operations of Serato and its subsidiaries. Beyond warranties, indemnities, and terms and conditions which are customary for the nature of a shareholders agreement, the Shareholders Agreement includes put rights in favour of the Rolling Shareholders, and call rights in favour of the Buyer, exercisable upon satisfaction of the conditions in the Shareholders Agreement and payable in cash and Common Shares.

Closing of the Acquisition is expected to occur in the second quarter of 2025. Upon the Acquisition Completion, the Corporation will acquire 66% of the issued and outstanding shares of Serato. The Corporation intends to partially fund the cash component of the Purchase Price for the Acquisition through the proceeds of the Offering and the Concurrent Private Placement. See “ Use of Proceeds ”.

Rationale for the Acquisition and Investment Highlights

The Corporation believes the Acquisition adds another strong asset to its expanding portfolio of companies. Serato currently has approximately 2+ million users globally and has been growing its number of subscribers rapidly in recent years. Approximately 62% of Serato’s revenue is recurring and the Corporation expects the Acquisition to boost free cash flow.

Other rationales for the Acquisition include:

• Accomplishes Tiny’s Strategic Priorities . Management believes the Acquisition is directly aligned with the Corporation’s strategic priorities as the Acquisition adds a growing and profitable asset to the Corporation’s existing portfolio, bolstering the pro forma company’s free cash flow profile. The Acquisition also increases the Corporation’s recurring revenue, which management believes should result in less volatile and more predictable cash flows.

• Accelerates De-Leveraging . Management believes the Acquisition will boost annual recurring revenue and earnings for the Corporation and will allow the Corporation to maintain its current leverage ratio. This is expected to result in Tiny being better positioned to continue to execute on its debt repayment and balance sheet enhancement plan through 2025 and beyond.

• Meaningful Value Creation Opportunities . Serato is a leader in DJ software, with a robust product development roadmap and a growing subscription revenue model at the time of the Acquisition. Management believes there are several opportunities for the Corporation to accelerate

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growth by advancing the product roadmap, by improving back-end functionality and enhancing marketing strategy, among others.

• Well-Aligned Management Team . Management believes Serato’s professional management team is capable of continuing to operate the business post-transaction and is strategically aligned with the Corporation’s shareholders at both the Serato company level and the Tiny parent level.

The Serato Business

Serato was incorporated under the laws of New Zealand on February 18, 1998 under the name “Sigma Audio Research Limited” before changing to its current name, “Serato Audio Research Limited”, on July 11, 2008.

Serato’s business consists of developing, selling and licensing DJ and music production subscription products, software and accessories, and offers software by subscription (primarily monthly), and perpetual licences, largely through their own website, as well as via dealers, distributors and third-party websites. Additionally, revenue is also derived from partner income, whereby Serato licences its software for use within its partners’ DJ hardware. There has been a strategic change for the business, shifting the revenue mix over the historical period from perpetual licences to recurring revenue in order to achieve consistency of cash flow and to support the stability of the business model.

Software Sales

Serato’s software sales are generated predominantly through subscriptions, with the remaining amount generated through perpetual license sales. In recent years, Serato’s business model has transitioned from primarily focusing on perpetual license sales to primarily focusing on subscription revenue, which now accounts for approximately 62% of total revenue. Key DJ software products include Serato DJ Pro, Serato Club Kit, Serato Suite, and Serato expansion packs. Key music production software includes Serato Sample, Pitch ’n Time, and Serato Studio.

Hardware Partners

Serato also generates revenue through partnerships with DJ hardware manufacturers such as Pioneer and inMusic. Serato integrates its DJ software into partner hardware and generates a fee on each unit sold.

Vinyl and Merchandise

Serato’s other revenue primarily consists of the sale of vinyl and merchandise, which is not viewed as a key revenue stream by Serato management.

Management and Employees

Serato’s management team represents a combination of product development expertise, technology leadership, and proven business success in multiple industries. The management team has origination, business development, operations and treasury experience that has provided the knowledge, resources and structure for Serato’s growth.

As of April 1, 2025, Serato, through its subsidiaries, employs approximately 177 employees, who are primarily based in New Zealand. A small number of employees are based in the United States, Australia, Japan and Canada. None of Serato’s employees are covered by a collective bargaining agreement. Management of Serato believes that its relations with its employees are excellent.

Premises

Serato is located at Level 2, 8 Brown Street, Ponsonby, Auckland, New Zealand.

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More Information

More information regarding Serato and the Acquisition is set out in the material change report of the Corporation dated March 31, 2025 incorporated by reference herein.

Share Purchase Agreement

The following is a summary of the material terms of the Share Purchase Agreement, a copy of which has been filed on the Corporation’s SEDAR+ profile at www.sedarplus.com. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the terms of the Share Purchase Agreement. The Share Purchase Agreement and this summary of its terms are not intended to be, and should not be relied upon as, disclosures of any facts and circumstances relating to the Corporation or Serato.

Pursuant to the Share Purchase Agreement, the Buyer has agreed to acquire from the Sellers 66% of the issued and outstanding shares in the capital of Serato for an aggregate base Purchase Price of US$66.0 million, subject to customary adjustments on completion and post-completion. It is expected that the base Purchase Price payable at the Acquisition Completion, before post-completion adjustments, will be satisfied by a combination of (i) the issuance of Common Shares having an aggregate value equal to US$23.6 million (the “ Completion Shares ”), (ii) a payment of US$660,000 representing the Adjustment Escrow Amount (as defined in the Share Purchase Agreement), (iii) a payment of US$660,000 representing the Retention Escrow Amount (as defined in the Share Purchase Agreement) and (iv) the payment of the balance of the base Purchase Price in cash to the Sellers after taking into account the deemed issue price of the Completion Shares.

Immediately following the Acquisition Completion and Offering, the Sellers will own approximately 12.4% of the outstanding Common Shares of Tiny and the Rolling Shareholders will own approximately 34% of the outstanding shares of Serato.

Contingent Consideration

The Share Purchase Agreement provides that Buyer will pay to the Sellers certain Contingent Consideration (as defined therein), payable in cash up to US$15.0 million and in cash and a maximum of 5,000,000 Common Shares (at the Buyer’s discretion) above US$15.0 million, in either case, upon satisfaction of certain financial performance targets within the two years following Acquisition Completion.

Warranties

The Share Purchase Agreement includes warranties from the Sellers, the Buyer and the Corporation. The Sellers’ warranties with respect to Serato and its subsidiaries relate to, among other things, incorporation and corporate power, constitution and governing documents, share capital, due diligence information, the accuracy of financial statements and management accounts and internal controls, compliance with laws, undisclosed liabilities, customers and vendors, absence of material changes, capital commitments, records, taxes, assets, material contracts, leases, information technology and privacy, intellectual property, insurance, employees and contractors, health, environment, workplace and substances matters, litigation, solvency, and other customary matters. The Sellers’ warranties with respect to themselves relate to, among other things, capacity and authority, incorporation, ownership of shares, subsidiaries, no merger and brokerage, and other customary matters.

The Corporation has also obtained a buyer-side warranty and indemnity insurance policy insuring the Buyer against certain breaches of the indemnities and warranties provided under the Share Purchase Agreement.

Interim Period Covenants

The Share Purchase Agreement contains customary negative and affirmative covenants on the part of the parties during the interim period between the agreement date and the dates on which the Acquisition

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Completion occurs (the “ Acquisition Completion Date ”), including, without limitation, that the Sellers covenant to operate the business in the ordinary course, maintain insurance, and preserve the value of the business, to prohibit Serato and its subsidiaries from undertaking material transactions, to provide access for Buyer’s due diligence investigations, to undertake certain actions to terminate the ESOP (as defined in the Share Purchase Agreement) and cause to be exercised or lapsed all outstanding options thereunder and contemporaneously with Acquisition Completion, to remain exclusive to the Buyer, to settle and/or eliminate intercompany and affiliate transactions, to notify the Buyer of any untrue warranties and for Serato to use commercially reasonable endeavours to obtain a ‘claims-made’ cyber insurance policy. Both parties agree to cooperate to satisfy the conditions precedent to completion, including obligations to cooperate and use reasonable endeavours to comply with and obtain regulatory authorizations and third party consents.

Indemnities

The Share Purchase Agreement includes indemnities from the Sellers to the Buyer and its indemnified parties (including the Corporation) for any losses arising from breaches of warranties, covenants, and specific indemnities in respect of certain matters including, transaction expenses, Seller obligations, tax liabilities, outstanding indebtedness, fraud, claw-back obligations under Funding Agreements (as defined in the Share Purchase Agreement), compliance with the Holidays Act 2003 (New Zealand), certain known privacy and cybersecurity matters, and third-party infringement of intellectual property not insured by the warranty and indemnity insurance policy. The Buyer has indemnified the Sellers for any losses arising from breaches of its warranties and covenants. The indemnities are subject to limitations, including time limits for making claims and limits on liability.

Parent Guarantee

The Share Purchase Agreement provides that the Corporation will guarantee all of the financial and legal obligations of the Buyer under the Share Purchase Agreement.

Completion Conditions

The Share Purchase Agreement provides that the Buyer’s and the Sellers’ obligations to complete the Acquisition are subject to the fulfillment of the following mutual conditions:

• (a) each party has performed and complied with its covenants under the Share Purchase Agreement in all material respects;

• (b) the representations and warranties of the other party under the Share Purchase Agreement are true and correct as of the date of the Share Purchase Agreement and, except for representations and warranties that by their express terms are made as of a specified date, as of the Acquisition Completion Date;

• (c) no legal proceedings commenced by any appropriate authority of competent jurisdiction shall be pending against any party seeking to restrain or prohibit the Acquisition, and there shall be no order of any nature of any authority of competent jurisdiction or any law that is in effect that restrains, prohibits or prevents the consummation of the Acquisition or that has the effect of rendering it unlawful to consummate the Acquisition;

• (d) receipt by Buyer in writing, and on terms acceptable to the Buyer, of all consents required under the New Zealand Overseas Investment Act 2005 and Overseas Investment Regulations 2005 for the implementation of the Share Purchase Agreement; and

• (e) the conditional approval of the TSXV with respect to the listing of the Completion Shares.

In addition to the foregoing mutual conditions precedent to Acquisition Completion, the Buyer’s obligation to complete the Acquisition are subject to the fulfilment of the following conditions:

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• (a) the receipt of Required Consents (as defined in the Share Purchase Agreement), such Required Consents being the consents of certain contractual counterparties to the change of control resulting from the Acquisition, which may be waived by the Buyer, in its discretion;

• (b) no Material Adverse Change (as defined in the Share Purchase Agreement) occurring during the period from signing the Share Purchase Agreement and the Acquisition Completion Date (the “ MAC Condition ”);

• (c) the Buyer arranging sufficient financing to pay the Purchase Price under the Share Purchase Agreement (the “ Financing Condition ”);

• (d) receipt of evidence of consent by the Beneficial Shareholders (as defined in the Share Purchase Agreement) to the sale of Shares (as defined in the Share Purchase Agreement) held for such Beneficial Shareholders by the Serato Trustee (as defined in the Share Purchase Agreement), pursuant to the ESOP and the Share Purchase Agreement;

• (e) the exercise or lapse of options held by ESOP participants under the ESOP;

• (f) the issuance of the Completion Shares being exempt to prospectus and registration requirements under applicable securities laws; and

• (g) the execution and delivery of a new executive employment agreement by Serato’s current Chief Executive Officer.

Termination

The Share Purchase Agreement provides for termination by either party if the conditions precedent are not satisfied or waived by the condition date. In certain circumstances, a break fee of US$660,000 or approximately 1.0% of the Purchase Price, plus GST may be payable by the Buyer if the Share Purchase Agreement is terminated by the Buyer in circumstances where all conditions to Acquisition Completion have been satisfied (other than TSXV approval, the Financing Condition and the MAC Condition), no Material Adverse Change has occurred and at the time notice of termination is given, there is no uncured breach of warranties or covenants of the Sellers.

USE OF PROCEEDS

The estimated net proceeds to be received by the Corporation from the Offering (assuming no exercise of the Over-Allotment Option) will be approximately $18,909,450, excluding interest, if any, on the Escrowed Funds and the expenses of the Offering payable by the Corporation but after deducting the Underwriters’ Fee. The aggregate net proceeds of the Concurrent Private Placement Offering (assuming no exercise of the Agents’ over-allotment option) will, if subscriptions for the maximum aggregate principal amount of $34.6 million of Convertible Debentures are received and accepted, be approximately $30,621,000, excluding the expenses of the Concurrent Private Placement payable by the Corporation but after deducting the fee of the Agents in connection therewith. The aggregate net proceeds from the Offering (following the release of the Escrowed Funds by the Subscription Receipt Agent, the payment of any interest and the payment of the balance of the Underwriters’ Fee) and the Concurrent Private Placement will be used to finance a portion of the cash component of the Purchase Price for the Acquisition. See “ The Acquisition – Share Purchase Agreement ”. If the Over-Allotment Option and the over-allotment option with respect to the Concurrent Private Placement are exercised in full, the total net proceeds to the Corporation, excluding the expenses of the Offering and the Concurrent Private Placement payable by the Corporation but after deducting the Underwriters’ Fee and the fee of the Agents payable in connection with the Concurrent Private Placement, will be approximately $56,960,017.50. In the event that all or part of either such overallotment option is exercised, the additional net proceeds received from the exercise of such over-allotment option(s) will be used to fund a portion of the cash component of the Purchase Price.

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CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Corporation as at September 30, 2024 before and after giving effect to the Offering, the Concurrent Private Placement and the Acquisition, excluding the exercise of any over-allotment option.

This table should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Corporation for the three and nine months ended September 30, 2024, together with the notes thereto, which are incorporated by reference in this prospectus supplement.

Debt Borrowings Convertible debentures Total long-term debt Equity Common shares Non-controlling interest Contributed surplus Reserves – share-based compensation Accumulated other comprehensive income Retained earnings Total shareholders’ equity Total capitalization	Tiny actual as at September 30, 2024 Unaudited pro forma as at September 30, 2024 (after giving effect to the Acquisition Completion and the closing of the Offering and the Concurrent Private Placement) (unaudited, $thousands) $100,124 $112,124 - 30,130 100,124 142,254 183,682 236,347 8,438 60,324 40,020 40,020 6,783 6,783 632 632 (32,452) (34,937) 207,103 309,169 $307,227 $451,423

DESCRIPTION OF THE SUBSCRIPTION RECEIPTS

The following is a summary of the material attributes and characteristics of the Subscription Receipts. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Subscription Receipt Agreement, which will be filed with the applicable Canadian securities regulatory authorities and available under the Corporation’s profile on www.sedarplus.com.

General

The Subscription Receipts will be issued on the Offering Closing Date (or on the Over-Allotment Closing Date, as the case may be) pursuant to the Subscription Receipt Agreement (unless the Acquisition Completion occurs prior to, or concurrently with, the closing of the Offering, in which case an equal number of Common Shares and Warrants will be issued in lieu of Subscription Receipts). The Corporation has applied to list on the TSXV: (i) the Subscription Receipts (including the Subscription Receipts issuable on exercise of the Over-Allotment Option), (ii) the Common Shares issuable on exchange of such Subscription Receipts; (iii) the Warrant Shares (including Warrant Shares issuable on the exercise of Warrants issuable

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on exchange of the Subscription Receipts issuable on exercise of the Over-Allotment Option); (iv) the Completion Shares; and (v) the Common Shares underlying the Convertible Debentures. There is no assurance that the TSXV will approve the listing of the Subscription Receipts, such Common Shares or the Warrants Shares. Closing of the Offering, the Acquisition and the Concurrent Private Placement will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. Each Subscription Receipt will entitle the holder thereof to receive automatically, upon satisfaction of the Escrow Release Conditions, without payment of additional consideration or further action, one Common Share and one-half of one Warrant.

The Escrowed Funds will be delivered to and held by the Subscription Receipt Agent and invested on behalf of the Corporation with one or more Approved Banks (as contemplated in the Subscription Receipt Agreement), until the earlier to occur of (i) the satisfaction of the Escrow Release Conditions and the receipt by the Subscription Receipt Agent of the Release Notice, and (ii) a Termination Event. The Subscription Receipt Agreement will contain customary anti-dilution provisions with respect to the Subscription Receipts. In addition, the Subscription Receipt Agreement will provide that any proposed amendment or supplement to the Share Purchase Agreement which would constitute a material change to the Corporation and which would require public disclosure thereof, or any proposed amendment to any publicly filed document of the Corporation relating to or caused by such proposed amendment or supplement to the Share Purchase Agreement, will require the prior written approval of the Co-Lead Underwriters, such approval not to be unreasonably withheld or delayed.

Upon execution and delivery of a Release Notice by the Corporation to the Subscription Receipt Agent and Co-Lead Underwriters certifying that the Escrow Release Conditions have been satisfied or waived: (a) the Subscription Receipt Agent will (i) release to the Corporation the Net Proceeds, and (ii) remit to the Underwriters the remaining 50% of the Underwriters’ Fee; and (b) the holders of Subscription Receipts will automatically receive, without payment of additional consideration or further action, one Common Share and one-half of one Warrant for each Subscription Receipt held. If the Acquisition Completion occurs prior to, or concurrently with, the closing of the Offering, Common Shares and Warrants will be issued in lieu of Subscription Receipts on the Offering Closing Date and in such circumstance the Underwriters will receive 100% of the Underwriters’ Fee on the Offering Closing Date. This prospectus supplement also qualifies the issuance of such Common Shares and Warrants in lieu of Subscription Receipts, if applicable. Promptly following the Acquisition Completion, the Corporation will issue a news release specifying that the completion of the Acquisition has occurred and that the Common Shares and Warrants have been, or will be, issued, as applicable.

In the event of a Termination Event, the Corporation will promptly notify the Subscription Receipt Agent and the Co-Lead Underwriters, and will promptly issue a news release specifying the Termination Date. Upon the occurrence of a Termination Event, the subscription evidenced by each Subscription Receipt will be automatically terminated and cancelled and holders of Subscription Receipts will, commencing on the second business day following the Termination Date, be entitled to receive an amount equal to the Offering Price multiplied by the number of Subscription Receipts held by such holder plus their pro rata share of the Subscription Receipt Interest less any applicable withholding taxes (the “ Subscription Receipt Refund Amount ”). In the event that the gross proceeds from the issuance of the Subscription Receipts are required to be returned to purchasers of Subscription Receipts, the Corporation has agreed and undertaken to pay the Subscription Receipt Agent an amount equal to the sum of (a) the fees and expenses of the Underwriters paid on the Offering Closing Date, (b) 50% of the Underwriters’ Fee and (c) the interest that would have been earned on the fees and expenses of the Underwriters paid on the Offering Closing Date and 50% of the Underwriters’ Fee if such amounts were included in the Escrowed Funds, such that 100% of the gross proceeds from the issuance of the Subscription Receipts would be returned to purchasers of Subscription Receipts plus the Subscription Receipt Interest. Further, to the extent that the Escrowed Funds are not sufficient to remit the gross proceeds from the issuance of the Subscription Receipts to holders of Subscription Receipts, the Corporation will be required to contribute such amounts as are necessary to satisfy any shortfall. For greater certainty, despite the fact that the fees and expenses of the Underwriters paid on the Offering Closing Date and 50% of the Underwriters’ Fee will be paid by the Corporation to the Underwriters from the proceeds of the sale of the Subscription Receipts at the Offering Closing Date, the Subscription Receipt Interest will include the interest that would have been earned on the fees and

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expenses of the Underwriters paid on the Offering Closing Date and 50% of the Underwriters’ Fee were such amounts included in the Escrowed Funds.

Holders of Subscription Receipts are Not Shareholders

The holders of Subscription Receipts are not shareholders of the Corporation and will not have any voting or pre-emptive rights or other rights as shareholders, including any direct or indirect entitlement whatsoever relating to or arising from any dividends declared or paid on the Common Shares prior to the date the Subscription Receipts are exchanged into Common Shares and Warrants.

Amendments, Modifications or Alterations

From time to time while the Subscription Receipts are outstanding, the Corporation, the Co-Lead Underwriters and the Subscription Receipt Agent may, without the consent of the holders of the Subscription Receipts, amend or supplement the Subscription Receipt Agreement for certain purposes, including making any change that, in the opinion of the Subscription Receipt Agent, does not prejudice the rights of the holders of Subscription Receipts. The Subscription Receipt Agreement provides for other modifications and alterations thereto and to the Subscription Receipts issued thereunder by way of a special resolution. The term “special resolution” will be defined in the Subscription Receipt Agreement to mean a resolution passed by the affirmative votes of the holders of not less than 66[2/3] % of the number of outstanding Subscription Receipts represented and voting at a meeting of Subscription Receipt holders or an instrument or instruments in writing signed by the holders of not less than 66[2/3] % of the number of outstanding Subscription Receipts.

Book-Entry, Delivery and Form

Subscription Receipts will be issued in the form of one or more fully-registered global Subscription Receipts (the “ Global Subscription Receipts ”) held by, or on behalf of, CDS or its successor (collectively, the “ Depository ”), as custodian for its Participants (as defined below).

All Subscription Receipts will be represented in the form of Global Subscription Receipts registered in the name of the Depository or its nominee. Purchasers of Subscription Receipts represented by Global Subscription Receipts will not receive definitive Subscription Receipt certificates. Rather, the Subscription Receipts will be represented only in “book-entry” form (unless the Corporation, in its sole discretion, elects to prepare and deliver definitive Subscription Receipts). Beneficial interests in the Global Subscription Receipts, constituting ownership of the Subscription Receipt certificates, will be represented through bookentry accounts of institutions (including the Underwriters) acting on behalf of beneficial owners, as direct and indirect participants of the Depository (each, a “ Participant ”). Purchasers of Subscription Receipts represented by a Global Subscription Receipt will typically receive a customer confirmation of purchase from the Underwriter or registered dealer from whom the Subscription Receipt is purchased in accordance with the practices and procedures of the selling Underwriter or registered dealer. The practices of registered dealers may vary but, generally, customer confirmations are issued promptly after execution of a customer order. The Depository will be responsible for establishing and maintaining book-entry accounts for its Participants having interests in Subscription Receipts. If the Depository notifies the Corporation that it is unwilling or unable to continue as depository in connection with the Global Subscription Receipts, or if at any time the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor, or if the Corporation elects, in its sole discretion, to terminate the book-entry system, beneficial owners of Subscription Receipts represented by Global Subscription Receipts at such time will receive definitive Subscription Receipt certificates.

Common Shares and Warrants issued in lieu of or upon exchange of the Subscription Receipts will be issued and registered to CDS or its nominee under the book-entry only system. Except in limited circumstances, no holder of a Common Share or Warrant will be entitled to a certificate evidencing that holder’s interest in or ownership of a Common Share or Warrant, and a holder of Subscription Receipts will typically receive only a customer confirmation from the registered dealer (a Participant through which the holder’s Subscription Receipts are purchased) that Common Shares and Warrants have been issued.

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Transfer, Exchange and Pledge of Subscription Receipts

Transfers of beneficial ownership in Subscription Receipts represented by Global Subscription Receipts will be effected through records maintained by the Depository for such Global Subscription Receipts or its nominees (with respect to interests of Participants) and on the records of Participants (with respect to interests of persons other than Participants). Unless the Corporation elects, in its sole discretion, to prepare and deliver definitive Subscription Receipt certificates, beneficial owners who are not Participants in the Depository’s book-entry only system, but who desire to purchase, sell or otherwise transfer ownership of or other interests in Global Subscription Receipts, may do so only through Participants in the Depository’s book-entry only system.

The ability of a beneficial owner of an interest in a Subscription Receipt represented by a Global Subscription Receipt to pledge such Subscription Receipt or otherwise take action with respect to such owner’s interest in a Subscription Receipt represented by a Global Subscription Receipt (other than through a Participant) may be limited due to the lack of a physical certificate.

None of the Corporation, any of the Underwriters or the Subscription Receipt Agent will have any responsibility or liability for: (i) any aspect of the records relating to the beneficial ownership of the Subscription Receipts held by the Depository or any payments relating thereto; (ii) maintaining, supervising or reviewing any records relating to the Subscription Receipts; or (iii) any advice or representation made by, or with respect to, the Depository and contained in this prospectus supplement and relating to the rules governing the Depository or any action to be taken by the Depository or at the direction of a Participant. The rules governing the Depository provide that it acts as the agent and depository for the Participants. As a result, Participants must look solely to CDS, and a purchaser acquiring a beneficial interest in the Subscription Receipts represented by a Global Subscription Receipt must look solely to Participants, for any payments relating to the Subscription Receipts paid by or on behalf of the Corporation to the Depository.

DESCRIPTION OF THE COMMON SHARES

The Corporation is authorized to issue an unlimited number of Common Shares, of which 187,511,620 Common Shares are issued and outstanding as of the date of this prospectus supplement.

A description of the Common Shares is contained in the Shelf Prospectus under “ Description of Common Shares ”.

DESCRIPTION OF THE WARRANTS

The Warrants issued under the Offering will be governed by the Warrant Indenture to be entered into between the Corporation, the Co-Lead Underwriters (on behalf of themselves and on behalf of the other Underwriters) and the Warrant Agent. The following description is subject to the detailed provisions of the Warrant Indenture. Reference should be made to the Warrant Indenture for the full text of attributes of the Warrants, a copy of which will be filed with the applicable Canadian securities regulatory authorities and available on the Offering Closing Date on the Corporation’s SEDAR+ profile at www.sedarplus.com.

Each Warrant will entitle the holder to acquire one Warrant Share at an exercise price of $1.45 until 1:30 p.m. (Vancouver Time) on the date that is 24 months following the Offering Closing Date. After the expiry time on the Warrant Expiry Date, the Warrants will be void and of no value. For greater certainty, all Warrants, including the Warrants issuable on exercise of the Over-Allotment Option, will expire on the Warrant Expiry Date, being the date that is 24 months from the Offering Closing Date. The Corporation has applied to list the Warrant Shares (including Warrant Shares issuable on the exercise of Warrants issuable on exchange of the Subscription Receipts issuable on exercise of the Over-Allotment Option).

After the date that is four months following the Offering Closing Date and prior to the Warrant Expiry Date, if the volume weighted average trading price of the Common Shares on the TSXV or such other exchange on which the Common Shares may be listed, equals or exceeds $2.90 for any 20 consecutive trading days, the Corporation may, within 10 business days of the occurrence of such event, provide written notice to the

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holders of Warrants by way of news release, accelerating the expiry date of the Warrants to the Accelerated Expiry Date. Any unexercised Warrants shall automatically expire on the Accelerated Expiry Date.

The Warrants may be issued in uncertificated form. Any Warrants issued in certificated form shall be evidenced by a warrant certificate in the form attached to the Warrant Indenture. All Warrants issued in the name of CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book-entry position on the register of warrant holders to be maintained by the Warrant Agent at its principal offices in Vancouver, British Columbia.

Subject to the terms and conditions thereof, the Warrant Indenture will provide that the share ratio and exercise price of the Warrants will be subject to adjustment in the event of a subdivision or consolidation of the Common Shares. Subject to the terms and conditions thereof, the Warrant Indenture will also provide that if there is (a) a reclassification or change of the Common Shares, (b) any consolidation, amalgamation, arrangement or other business combination of the Corporation resulting in any reclassification, or change of the Common Shares into other shares, or (c) any sale, lease, exchange or transfer of the Corporation’s assets as an entity or substantially as an entirety to another entity, then each holder of a Warrant which is thereafter exercised shall receive, in lieu of Common Shares, the kind and number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event. No adjustment in the exercise price or the number of Warrant Shares issuable will be required unless the cumulative effect of such adjustment or adjustments would result in a change of at least 1% in the exercise price or a change in the number of Warrant Shares issuable upon exercise by at least one one-hundredth of a Warrant Share, as the case may be.

The Warrant Indenture will also provide that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such events.

From time to time, the Corporation and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by “extraordinary resolution”, which will be defined in the Warrant Indenture as a resolution either (a) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66[2/3] % of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution, or (b) adopted by an instrument in writing signed by the holders of not less than 66[2/3] % of the aggregate number of all then outstanding Warrants.

No fractional Warrant Shares will be issuable upon the exercise of any Warrants, and no cash or other consideration will be paid in lieu of fractional shares. Holders of Warrants will not have any voting or preemptive rights or any other rights which a holder of Common Shares would have.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Corporation has agreed to issue and sell and the Underwriters have severally agreed to purchase, as principals, on the Offering Closing Date, subject to the conditions stipulated in the Underwriting Agreement, an aggregate of 17,400,000 Subscription Receipts offered hereby at the Offering Price of $1.15 per Subscription Receipt for total gross consideration of $20,010,000, payable in cash to the Subscription Receipt Agent (less the fees and expenses of the Underwriters and 50% of the Underwriters’ Fee) against delivery by the Corporation of one or more global certificates evidencing the Subscription Receipts. The Subscription Receipts are being offered to the public in all of the provinces of Canada. The Offering Price was determined by negotiation between the Corporation and the Underwriters

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with reference to the market price of the Common Shares and other factors. The Underwriting Agreement provides that the Corporation will pay the Underwriters’ Fee, being an aggregate fee of 5.5% of the aggregate gross proceeds from the issuance of the Subscription Receipts, in consideration for their services in connection with the Offering. The Underwriters’ Fee is payable as to 50% upon the Offering Closing Date and as to the remaining 50% only upon the satisfaction or waiver of the Escrow Release Conditions and delivery by the Corporation of the Release Notice to the Subscription Receipt Agent.

If the Acquisition Completion occurs prior to, or concurrently with, the closing of the Offering, such number of Common Shares and Warrants as would have been issued on the exchange of the Subscription Receipts will be issued in lieu of such Subscription Receipts on the Offering Closing Date, and in such circumstances the Underwriters will receive 100% of the Underwriters’ Fee on the Offering Closing Date.

The Corporation has granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part and from time to time until the earlier of (i) the 30th day following the Offering Closing Date, and (ii) the occurrence of a Termination Event, to purchase up to an additional 2,610,000 Subscription Receipts (or, if the Acquisition Completion occurs prior to the closing of the Over-Allotment Option, such number of Common Shares and Warrants as would have been issued on the exchange of the Subscription Receipts in lieu of such Subscription Receipts) on the same terms as set forth above, solely to cover over-allocations, if any, and for market stabilization purposes. This prospectus supplement also qualifies the grant of the Over-Allotment Option and the Subscription Receipts or Common Shares and Warrants, as applicable, issuable upon the exercise thereof. A purchaser who acquires Subscription Receipts or Common Shares and Warrants forming part of the Underwriters’ over-allocation position acquires such Subscription Receipts or Common Shares and Warrants, as applicable, under this prospectus supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

The Underwriters will also be paid an aggregate fee of 5.5% of the gross proceeds realized from the sale of any Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable) sold pursuant to the exercise of the Over-Allotment Option. 50% of such Underwriters’ Fee will be payable upon closing of the exercise of the Over-Allotment Option (the “ Over-Allotment Closing Date ”) and, if applicable, the remaining 50% only upon the satisfaction or waiver of the Escrow Release Conditions and delivery by the Corporation of the Release Notice to the Subscription Receipt Agent, provided, however, that if Common Shares and Warrants are issued in lieu of Subscription Receipts on the OverAllotment Closing Date, the Underwriters will receive 100% of the Underwriters’ Fee in respect of the OverAllotment Option on the Over-Allotment Closing Date.

If a Termination Event occurs, the Underwriters’ Fee will be reduced to the amount payable on the Offering Closing Date (and the Over-Allotment Closing Date, if applicable).

The obligations of the Underwriters under the Underwriting Agreement are several and not joint or joint and several and may be terminated at their discretion at or prior to the closing of the Offering upon the occurrence of certain stated events, including “proceedings to restrict distribution out”, “material adverse change out”, “disaster out”, “material breach out” clauses and in the event the lead investor in the Concurrent Private Placement terminates or rescinds, in whole or in part, its offer to purchase Convertible Debentures and no alternative investor or investors agree to purchase such Convertible Debentures. The Underwriters are, however, obligated to take up and pay for all Subscription Receipts if any Subscription Receipts are purchased pursuant to the Underwriting Agreement.

The Offering is being made in each of the provinces of Canada, in the United States (but solely to (x) qualified institutional buyers (each, a “Qualified Institutional Buyer”) (as defined under, and in accordance with, Rule 144A under the U.S. Securities Act)) and (y) “accredited investors” (as defined under, and in accordance with, Rule 501(a) of Regulation D under the U.S. Securities Act (each, a “U.S. Accredited Investor”), and in jurisdictions outside of Canada and the United States, as agreed to between the Corporation and the Co-Lead Underwriters, where the Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable) may be lawfully sold in compliance with applicable

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exemptions from registration and prospectus requirements and the Corporation will not be subject to any continuous disclosure requirements.

The Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable) have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered, sold, delivered or otherwise transferred, directly or indirectly, within the United States or to or for the account of any U.S. Person absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. Accordingly, except to the extent permitted by the Underwriting Agreement, the Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable) may not be offered or sold within the United States or to or for the account of any U.S. Person. Each Underwriter has agreed that it will not offer or sell Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable) within the United States or to or for the account of any U.S. Person, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Underwriting Agreement provides that the Underwriters may re-offer and re-sell the Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable) that they have acquired pursuant to the Underwriting Agreement within the United States to (i) Qualified Institutional Buyers in accordance with Rule 144A under the U.S. Securities Act or (ii) U.S. Accredited Investors in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act. The Underwriting Agreement also provides that the Underwriters will offer and sell the Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable) outside the United States in accordance with Regulation S under the U.S. Securities Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Subscription Receipts (or Common Shares and Warrants in lieu of Subscription Receipts, if applicable) within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act, unless such offer is made pursuant to an exemption from registration under the U.S. Securities Act and compliance with any applicable U.S. state securities laws.

There is currently no market through which the Subscription Receipts may be sold and purchasers may not be able to resell the Subscription Receipts purchased under this prospectus supplement. The Corporation has applied to list the Subscription Receipts and the Common Shares and Warrant Shares issuable pursuant to the Warrants underlying the Subscription Receipts (including the Subscription Receipts issuable pursuant to the Over-Allotment Option and the Common Shares and Warrant Shares issuable pursuant to the Warrants underlying such Subscription Receipts issuable pursuant to the Over-Allotment Option) on the TSXV. Listing will be subject to the Corporation fulfilling all of the requirements of the TSXV.

The Underwriters propose to offer the Subscription Receipts initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Subscription Receipts at the Offering Price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price in the case of the Subscription Receipts, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Subscription Receipts is less than the Offering Price. Any such reduction will not affect the proceeds received by the Corporation under the Offering.

Subject to the terms of the Underwriting Agreement, the Corporation has agreed to indemnify the Underwriters and their respective directors, officers, employees and agents against certain liabilities, including civil liabilities under Canadian provincial securities legislation, or to contribute to any payments the Underwriters may be required to make in respect thereof.

Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution under this prospectus supplement, bid for or purchase Subscription Receipts and/or Common Shares. The foregoing restriction is subject to certain exceptions, as long as the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of such Subscription Receipts or the Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSXV in accordance with the Universal Market Integrity Rules for Canadian Marketplaces administered by the Canadian Investment Regulatory

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Organization relating to market stabilization and passive market-making activities and a bid or purchase made on behalf of a client where the client’s order was not solicited during the period of distribution. In connection with this Offering, the Underwriters may, subject to the foregoing and applicable law, overallocate or effect transactions that are intended to stabilize or maintain the market price of the Subscription Receipts and/or Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

The Corporation has agreed that, subject to certain exceptions (including (i) issuances under the Corporation’s current equity incentive plan, (ii) issuances of Common Shares or other financial instruments convertible or exchangeable into Common Shares in order to satisfy existing instruments already issued as of the date hereof, (iii) the issuance of the Convertible Debentures in connection with the Concurrent Private Placement, and (iv) issuances of securities of the Corporation for the financing of and/or partial consideration for acquisitions, including the Acquisition), it will not offer or issue, or enter into an agreement to offer or issue, any Common Shares or securities convertible into or exchangeable for Common Shares for a period of 90 days subsequent to the Offering Closing Date without the prior written consent of the CoLead Underwriters, which consent may not be unreasonably withheld.

The Corporation has also agreed to cause each director and certain executive officers of the Corporation (each, a “ Locked-Up Shareholder ”) to execute and deliver a written lock-up agreement in favour of the Underwriters providing that in the case of directors, officers and shareholders of the Corporation, such Locked-Up Shareholder will not offer or sell, or enter into an agreement to offer or sell, any Common Shares or securities convertible into or exchangeable for Common Shares for a period of 90 days subsequent to the Offering Closing Date without the prior written consent of the Co-Lead Underwriters, which consent may not be unreasonably withheld.

CONCURRENT PRIVATE PLACEMENT

The Corporation intends, concurrently with the closing of the Offering, to undertake the Concurrent Private Placement, pursuant to which the Corporation intends to offer up to $34,600,000 aggregate principal amount of Convertible Debentures for aggregate gross proceeds to the Corporation of up to approximately $32,005,000. The Convertible Debentures will be governed by the terms of a secured convertible debenture indenture (the “ Debenture Indenture ”) to be entered into at closing of the Concurrent Private Placement among the Corporation, the Agents and Computershare Trust Company of Canada as debenture agent. In addition, the Corporation has also granted the Agents an option, exercisable in whole or in part and from time to time until 60 days following the closing of the Concurrent Private Placement to acquire additional Convertible Debentures with a face value of up to $5,190,000 on the same terms and conditions of the Concurrent Private Placement, to cover over-allocations, if any, and for market stabilization purposes.

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 of $1.50 per Common Share, subject to adjustment in certain circumstances (the “ Conversion Price ”). The Corporation 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 a rate of 11% per annum, payable semi-annually in arrears on October 31 and April 30 of each year, beginning October 31, 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 Corporation’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 Corporation’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

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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.

In connection with the Concurrent Private Placement, the Corporation will pay the Agents a cash commission equal to 4.0% of the aggregate principal amount of the Convertible Debentures and shall pay an arrangement fee of $216,210 plus reimbursement of certain expenses to the lead investor.

TRADING PRICE AND VOLUME

The Common Shares are listed on the TSXV under the symbol “TINY” and are quoted on the OTC under the symbol “TNYZF”. On April 1, 2025, being the last trading date prior to this prospectus supplement, the closing of price of the Common Shares on the TSXV was $1.16 and the OTC was US$0.815. The following table sets forth the closing price range and trading volume of the Common Shares for the periods indicated on the TSXV.

2024 March April May June July August September October November December 2025 January February March April 1, 2025	Price Range High ($) Low ($) Volume $2.56 $2.19 825,348 $2.92 $2.28 1,072,914 $ 2.98 $ 2.51 608,516 $ 2.73 $ 1.99 1,162,160 $ 2.68 $ 2.04 1,623,713 $ 2.45 $ 1.45 892,352 $ 2.00 $ 1.19 1,126,822 $ 2.00 $ 1.51 785,019 $ 2.05 $ 1.20 905,563 $ 1.75 $ 1.20 1,586,387 $ 1.62 $ 1.27 517,048 $1.45 $1.26 384,259 $1.41 $1.20 435,023 $1.19 $1.13 203,608

Source:

1. www.tsx.com

PRIOR SALES

Other than as disclosed below, the Corporation has not sold or issued any Common Shares or securities convertible into Common Shares during the twelve-month period ending prior to the date of this prospectus supplement.

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Date of Issuance	Type of Security	Issue Price / Exercise	Quantity
		Price
February 26, 2024(1)	Restricted Share Units	$2.50	4,047
April 1, 2024(1)	Restricted Share Units	$2.30	17,823
April 12, 2024(1)	Performance Share	$2.21	52,334
	Units
April 17, 2024(1)	Restricted Share Units	$2.40	12,707
June 4, 2024(2)	Common Shares	$2.68	7,667,914
July 3, 2024(3)	Common Shares	$2.14	157,434
August 21, 2024(1)	Restricted Share Unites	$2.13	469,483
May 6, 2024(4)	Common Shares	$2.74	2,274

Notes:

1. Issued pursuant to the omnibus equity incentive plan of the Corporation.

2. Issued pursuant to the terms of the private placement to Hosking Partners LLP.

3. Issued to David Charron in connection with his departure as Chief Financial Officer of the Corporation.

4. Issued to certain officers of the Corporation and its subsidiaries as compensation for services provided.

RELATIONSHIP BETWEEN TINY AND CERTAIN OF THE UNDERWRITERS

The Underwriters and their respective affiliates have, from time to time, performed, and in the future may perform, commercial and investment banking and advisory services for the Corporation for which they have received or will receive customary fees and reimbursement of expenses. The Underwriters and their respective affiliates may, from time to time, engage in transactions with and perform services for the Corporation in the ordinary course of their business.

The Co-Lead Underwriters are acting as financial advisors to the Corporation in connection with the Acquisition and as agents in connection with the Concurrent Private Placement, and the Co-Lead Underwriters will receive certain fees from the Corporation in such capacities, including upon successful completion of the Acquisition and on closing of the Concurrent Private Placement. Scotia Capital Inc. is a direct or indirect affiliate of a lender to the Corporation or one or more of its subsidiaries. Accordingly, pursuant to applicable Canadian securities laws, the Corporation may be considered a “connected issuer” of the aforementioned Underwriters.

As of April 1, 2025, the Corporation and its subsidiaries were indebted to affiliates of Scotia Capital Inc. in the aggregate amount of approximately $4,549,800. As of the date hereof, the Corporation and its subsidiaries, as applicable, are in compliance with all material terms of the agreements governing such indebtedness and none of the lenders thereunder has waived any breach by the Corporation or any of its subsidiaries since their respective execution. Such indebtedness is secured by assets of the Corporation, including the units of WeCommerce, shares of Dribbble and interests in the Corporation’s other subsidiaries, and the assets of Dribbble. The consolidated financial position has not changed substantially and adversely since the date such indebtedness was incurred.

The decision to distribute the Subscription Receipts and the determination of the terms of the Offering were made through negotiation between the Corporation and the Co-Lead Underwriters. As a consequence of the sale of the Subscription Receipts pursuant to this Prospectus Supplement, each of the Underwriters will receive a fee in respect of the Subscription Receipts sold through such Underwriter.

Before the closing of the Acquisition, proceeds from the sale of the Subscription Receipts may, from time to time, be deposited or invested, as applicable, in short-term deposits or securities, including with the Underwriters or their affiliates, by the Subscription Receipt Agent.

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Norton Rose Fulbright Canada LLP, counsel to the Corporation, and Blake, Cassels & Graydon LLP, counsel to the Underwriters, the following is, as of the date of this prospectus supplement, a summary of the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires as beneficial owner Subscription Receipts pursuant to the Offering or the Over-Allotment Option, Common Shares and Warrants pursuant to the terms of the Subscription Receipts and Warrant Shares upon an exercise of Warrants, and who, for purposes of the Income Tax Act (Canada) (collectively with the regulations promulgated thereunder, the “ Tax Act ”) and at all relevant times: (i) deals at arm’s length with the Corporation and the Underwriters and is not affiliated with the Corporation or the Underwriters, and (ii) acquires and holds or will acquire and hold the Subscription Receipts, any Common Shares and Warrants issued pursuant to the terms of the Subscription Receipts and any Warrant Shares issued upon an exercise of Warrants as capital property (a “ Holder ”). Generally, the Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants and Warrant Shares will be considered to be capital property to a Holder provided the Holder does not use or hold, and is not deemed to use or hold, the Subscription Receipts, Common Shares, Warrants or Warrant Shares in the course of carrying on a business and does not acquire them in a transaction or transactions considered to be an adventure in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution” for purposes of the “mark-tomarket” rules contained in the Tax Act, (ii) that is a “specified financial institution”, (iii) an interest in which is or would constitute a “tax shelter” or a “tax shelter investment”, (iv) that has elected to determine its “Canadian tax results” in a currency other than Canadian currency, (v) that has entered or will enter into, in respect of the Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants or Warrant Shares, a “derivative forward agreement” or a “synthetic disposition arrangement”, (vi) that receives dividends on the Common Shares issued pursuant to the terms of the Subscription Receipts or Warrant Shares under or as part of a “dividend rental arrangement”, or (vii) that is exempt from tax under Part I of the Tax Act, as those terms are each defined in the Tax Act. In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money to acquire Subscription Receipts or who borrows money to exercise Warrants. Any such Holder should consult its own tax advisor with respect to an investment in the Subscription Receipts, Common Shares, Warrants or Warrant Shares.

This summary is based upon the facts set out in this prospectus supplement and the Prospectus, the provisions of the Tax Act in force as at the date hereof, all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and counsel’s understanding of the current administrative practices and assessing policies of the Canada Revenue Agency (the “ CRA ”) published in writing and publicly available prior to the date hereof. This summary assumes the Tax Proposals will be enacted in the form proposed; however, no assurance can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary does not, other than the Tax Proposals, take into account or anticipate any changes in applicable law or the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign tax laws or considerations, which might differ significantly from the Canadian federal income tax consequences discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder and no representations with respect to the income tax consequences to any Holder or prospective Holder are made. This summary is not exhaustive of all possible income tax considerations under the Tax Act that may affect a Holder. The income tax consequences of acquiring, holding and disposing of Subscription Receipts, Common Shares, Warrants and Warrant Shares will vary according to the Holder's particular circumstances. Accordingly, prospective Holders should consult their own tax advisors with respect to their

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particular circumstances and the tax consequences to them of acquiring, holding and disposing of Subscription Receipts, Common Shares, Warrants and Warrant Shares.

This summary is based upon counsel’s understanding that a Subscription Receipt evidences a contractual right to acquire a Common Share and one half of one Warrant on the satisfaction of certain conditions. No advance tax ruling in respect of the Offering has been sought from the CRA and counsel is not aware of any judicial authority relating to this characterization.

Holders Resident in Canada

This portion of the summary applies to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is, or is deemed to be, resident in Canada (a “ Resident Holder ”). Certain Resident Holders who may not otherwise be considered to hold their Common Shares issued pursuant to the terms of the Subscription Receipts or Warrant Shares as capital property may be entitled to make or may have already made the irrevocable election permitted by subsection 39(4) of the Tax Act to have their Common Shares and Warrant Shares (and every other “Canadian security”, as defined in the Tax Act) owned by such Resident Holder in the taxation year in which the election is made and in all subsequent taxation years deemed to be capital property. Such election does not apply to Subscription Receipts or Warrants. Resident Holders whose Subscription Receipts, Common Shares, Warrants or Warrant Shares might not be considered to be capital property should consult their tax advisors.

This summary does not address the possible application of the “foreign affiliate dumping” rules that may be applicable to a Resident Holder that is a corporation that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants or Warrant Shares by the Resident Holder (or does not deal at arm’s length with a corporation that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of Subscription Receipts, Common Shares, Warrants or Warrant Shares by the Resident Holder), controlled by a non-resident person or by a group of non-resident persons not dealing with each other at arm's length for the purposes of the rules in section 212.3 of the Tax Act. Any such Resident Holder should consult its own tax advisor with respect to the consequences of acquiring the Subscription Receipts, Common Shares, Warrants or Warrant Shares.

Holding and Disposing of Subscription Receipts

Acquisition of Common Shares and Warrants Pursuant to Terms of the Subscription Receipts

A Resident Holder of Subscription Receipts will not be considered to dispose of the Subscription Receipts and will not realize any capital gain or capital loss on the acquisition of Common Shares and Warrants pursuant to the terms of the Subscription Receipts.

The aggregate cost of the Common Share and the one-half of one Warrant issued to a Resident Holder pursuant to a Subscription Receipt will generally include (i) the amount paid to acquire the Subscription Receipt and (ii) the Resident Holder’s pro rata share of any interest received or credited on the investment of the Escrowed Funds that is included in the Resident Holder’s income but remitted to the Corporation upon the acquisition of the Common Share and one-half of one Warrant pursuant to the Subscription Receipt. Resident Holders will be required to allocate such aggregate cost between the Common Share and the one-half of one Warrant on a reasonable basis in order to determine their respective costs to the Resident Holder for the purposes of the Tax Act. The Corporation intends to allocate $1.09 of the Offering Price to each Common Share and $0.06 of the Offering Price to each one-half of one Warrant, and intends to allocate the interest earned on the Escrowed Funds and remitted to the Corporation to each Common Share and each one-half of one Warrant on the same proportionate basis. As of the date of this prospectus supplement, the Corporation believes that such allocation is reasonable, but such allocation will not be binding on the CRA or a Resident Holder, and counsel do not express an opinion with respect to such allocation.

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The adjusted cost base to the Resident Holder of Common Shares so acquired will be determined by averaging the cost of such Common Shares with the adjusted cost base of all other Common Shares owned at that time by the Resident Holder as capital property. The adjusted cost base to a Resident Holder of Warrants so acquired will be determined by averaging the cost of such Warrants with the adjusted cost base to such Resident Holder of all other Warrants (if any) held by the Resident Holder as capital property.

A Resident Holder must include in its income any interest received or credited on the investment of the Escrowed Funds including interest that is remitted to the Corporation upon the acquisition of the Common Share and one-half of one Warrant pursuant to the Subscription Receipt as described under the heading “ Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Pro Rata Share of Interest ”.

Other Dispositions of Subscription Receipts

A disposition or deemed disposition by a Resident Holder of a Subscription Receipt (which does not include an acquisition of a Common Share and one-half of one Warrant pursuant to the terms of the Subscription Receipt, as discussed above, and other than as a consequence of a Termination Event, which is discussed below under the heading “ Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Acquisition Failing to Close ”), will generally result in the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Subscription Receipt exceed (or are less than) the aggregate of the Resident Holder’s adjusted cost base of the Subscription Receipt and any reasonable costs of disposition. Any such capital gain (or capital loss) will be subject to the tax treatment described below under the heading “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

The cost to a Resident Holder of a Subscription Receipt at any particular time will generally be equal to the amount paid to acquire the Subscription Receipt. The adjusted cost base of a Subscription Receipt acquired at any time will be determined by averaging the cost of such Subscription Receipt immediately before such time with the adjusted cost base of any other Subscription Receipts owned by the Resident Holder as capital property at such time.

Acquisition Failing to Close

In the event of a Termination Event, Resident Holders of a Subscription Receipt will be entitled to receive from the Subscription Receipt Agent, a payment (the “ Termination Payment ”), being an amount equal to the Offering Price plus such Resident Holder’s pro rata share of the Subscription Receipt Interest.

The Termination Payment will be made from the balance of the Escrowed Funds, provided that if the balance of the Escrowed Funds is insufficient to cover the full amount of the aggregate Termination Payments, the Corporation will be required to pay to the Subscription Receipt Agent an amount equal to the deficiency between the amount of the Escrowed Funds and the aggregate of the Termination Payments due to the holders of Subscription Receipts (the “ Termination Top-up ”).

The payment of the Termination Payment will generally result in a disposition of the Subscription Receipt and the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Subscription Receipt exceed (or are less than) the aggregate of the Resident Holder’s adjusted cost base of the Subscription Receipt and any reasonable costs of disposition. The portion of the Termination Payment that is paid from the Escrowed Funds (other than any part that represents interest received or credited on the investment of the Escrowed Funds) will be included in calculating the Resident Holder’s proceeds of disposition of the Subscription Receipt. Resident Holders are urged to consult their own tax advisors as to the tax treatment to the Resident Holder of the Termination Top-up, including whether and to what extent any part of the Termination Top-up should be included in the income of the Resident Holder as interest or otherwise as ordinary income, or should be included in computing the Resident Holder's proceeds of disposition of the Subscription Receipt. No portion of the Termination Top-up will be treated as a dividend for the purposes of the Tax Act and, therefore, no part of the amount will benefit from the gross-up and dividend tax credit

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rules normally applicable in respect of taxable dividends normally applicable in respect of taxable dividends received by individuals from “taxable Canadian corporations” (as defined in the Tax Act) or be deductible in computing the corporation’s taxable income in the manner normally available in respect of taxable dividends received by corporations from “taxable Canadian corporations” (as defined in the Tax Act).

The cost to a Resident Holder of a Subscription Receipt at any particular time will generally be equal to the amount paid to acquire the Subscription Receipt. The adjusted cost base of a Subscription Receipt acquired at any time will be determined by averaging the cost of such Subscription Receipt immediately before such time with the adjusted cost base of any other Subscription Receipts owned by the Resident Holder as capital property at such time. Any such capital gain (or capital loss) resulting from the disposition of the Subscription Receipt will be subject to the tax treatment described below under “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

Pro Rata Share of Interest

A Resident Holder of Subscription Receipts that is a corporation, partnership, unit trust or any trust of which a corporation or a partnership is a beneficiary will generally be required to include in computing its income for a taxation year any amount of interest (i) that accrues or that is deemed to accrue to it to the end of the particular taxation year, or (ii) that has become receivable by or is received by it before the end of that taxation year, except to the extent that such interest was included in computing the Resident Holder’s income for a preceding taxation year. This will include the Resident Holder's pro rata share of any interest received or credited on the investment of the Escrowed Funds, whether or not such interest is received or receivable by the Holder including interest that is remitted to the Corporation upon the acquisition of a Common Share and one-half of one Warrant pursuant to the Subscription Receipt.

Any other Resident Holder must include in computing its income for a taxation year the amount of interest received or receivable by the Resident Holder or by the Subscription Receipt Agent on behalf of the Resident Holder in that taxation year, depending on the method regularly followed by the Resident Holder in computing income.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout the relevant taxation year or is, or is deemed to be, a “substantive CCPC” (as defined in the Tax Act) at any time in a taxation year may be liable to pay a refundable tax on its “aggregate investment income”, which generally includes interest income. Any such Resident Holder should consult its own tax advisor in this regard.

Holding and Disposing of Warrants

Exercise of Warrants

A Resident Holder of Warrants will be deemed not to have disposed of property for purposes of the Tax Act and will not realize any capital gain or capital loss on the acquisition of Warrant Shares upon the exercise of the Warrants.

The cost of a Warrant Share issued to a Resident Holder upon the exercise of a Warrant will be equal to the aggregate of the Resident Holder's adjusted cost base of such Warrant and the Warrant Exercise Price paid for the Warrant Share. A Resident Holder's adjusted cost base of the Warrant Share acquired pursuant to the exercise of a Warrant will be determined by averaging the cost of such Warrant Share with the adjusted cost base of all other Common Shares owned at that time by the Resident Holder as capital property.

Other Dispositions of Warrants

A disposition or deemed disposition by a Resident Holder of a Warrant (which does not include an acquisition of a Warrant Share upon exercise of the Warrant, as discussed above, and other than as a

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consequence of the expiry of the Warrant, which is discussed below under the heading “ Holders Resident in Canada – Holding and Disposing of Warrants – Expiry of Warrants ”), will generally result in the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Warrant exceed (or are less than) the aggregate of the Resident Holder’s adjusted cost base of the Warrant and any reasonable costs of disposition. Any such capital gain (or capital loss) will be subject to the tax treatment described below under the heading “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

The cost to a Resident Holder of a Warrant at any particular time will generally be equal to the portion of the aggregate cost of the Common Share and one-half of one Warrant issued pursuant to the terms of the Subscription Receipts that is in each case reasonably allocable to the two one-half Warrants comprising such Warrant.

Expiry of Warrants

The expiry of an unexercised Warrant will generally result in a capital loss to the Resident Holder equal to the adjusted cost base of the Warrant to the Resident Holder immediately before its expiry. Any such capital loss will be subject to the tax treatment described below under “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

Holding and Disposing of Common Shares

Dividends on Common Shares

Dividends received or deemed to be received on Common Shares by a Resident Holder will be included in computing the Resident Holder’s income for the purposes of the Tax Act.

Dividends received or deemed to be received by a Resident Holder who is an individual (other than certain trusts) will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from a “taxable Canadian corporation” (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit applicable to any dividend designated by the Corporation as an eligible dividend in accordance with the provisions of the Tax Act. Taxable dividends received by a Resident Holder who is an individual (other than certain trusts) may give rise to alternative minimum tax under the Tax Act, depending on the individual’s circumstances. Resident Holders who are individuals should consult their own tax advisors in this regard.

Dividends received or deemed to be received on Common Shares by a Resident Holder that is a corporation will normally be deductible in computing such corporation’s taxable income. In certain circumstances, a taxable dividend received or deemed to be received by a Resident Holder that is a corporation will be treated as proceeds of disposition or a capital gain, rather than as a dividend. Resident Holders that are corporations are urged to consult their own tax advisors. A Resident Holder that is a “private corporation” or a “subject corporation”, each as defined in the Tax Act, may be liable to pay a refundable tax of 38 1⁄3% on dividends received or deemed to be received on the Common Shares to the extent the dividends are deductible in computing the Resident Holder’s taxable income for the taxation year.

Disposition of Common Shares

In general, a disposition or a deemed disposition of a Common Share (other than in a tax-deferred transaction or a disposition to the Corporation that is not a sale in the open market in the manner in which shares would normally be purchased by a member of the public in an open market) will give rise to a capital gain (or a capital loss) to the Resident Holder equal to the amount by which the proceeds of disposition of the Common Share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of the Common Share immediately before the disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below.

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Taxation of Capital Gains and Capital Losses

Generally one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year will be included in computing the Resident Holder’s income in such year and one-half of any capital loss realized by a Resident Holder in a taxation year (an “ allowable capital loss ”) must be deducted against taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains for that year may generally be carried back and deducted against net taxable capital gains in any of the three preceding years or carried forward and deducted against net taxable capital gains in any subsequent year, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to be received by the Resident Holder on the Common Share to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly through one or more partnerships or trusts. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Capital gains realized by a Resident Holder who is an individual (other than certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout the relevant taxation year or is, or is deemed to be, a “substantive CCPC” (as defined in the Tax Act) at any time in a taxation year may be liable to pay a refundable tax on its “aggregate investment income”, which is defined in the Tax Act to include an amount in respect of taxable capital gains. Any such Resident Holder should consult its own tax advisor in this regard.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, the Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants or Warrant Shares in a business carried on in Canada (a “ Non-Resident Holder ”). This part of the summary is not applicable to a Non-Resident Holder that is an insurer carrying on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act).

This portion of the summary is not applicable to a Non-Resident Holder whose Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants or Warrant Shares are or are deemed to be “taxable Canadian property” for purposes of the Tax Act. Provided the Common Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSXV) at a particular time, none of the Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants or the Warrant Shares generally will constitute taxable Canadian property to a Non-Resident Holder at that time unless, at any time during the 60-month period immediately preceding that time: (i) 25% or more of the issued shares of any class or series of the Corporation's capital stock were owned by any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships in which the NonResident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, and (ii) more than 50% of the fair market value of the Common Shares was derived, directly or indirectly, from one or any combination of (a) real or immovable property situated in Canada, (b) Canadian resource properties (for the purposes of the Tax Act), (c) timber resource properties (for the purposes of the Tax Act), and (d) options or interests, or for civil law purposes, rights, in respect of any such property, whether or not such property exists. A Non-Resident Holder’s Common Shares issued pursuant to the terms of the Subscription Receipts or Warrant Shares can also be deemed to be taxable Canadian property in certain circumstances set out in the Tax Act. A Non-Resident Holder whose Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts,

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Warrants or Warrant Shares may constitute taxable Canadian property should consult its own tax advisor in this regard.

Holding and Disposing of Subscription Receipts

Acquisition of Common Shares and Warrants Pursuant to Terms of the Subscription Receipts

A Non-Resident Holder of Subscription Receipts will not be considered to dispose of Subscription Receipts and will not realize any capital gain or capital loss upon the acquisition of Common Shares and Warrants pursuant to the terms of the Subscription Receipts.

Other Dispositions of Subscription Receipts

On a disposition or deemed disposition of a Subscription Receipt (which does not include an acquisition of a Common Share and one-half of one Warrant pursuant to the terms of a Subscription Receipt and other than as a consequence of a Termination Event, which is discussed below under the heading “ Holders Not Resident in Canada – Holding and Disposing of Subscription Receipts – Acquisition Failing to Close ), a Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized and may not recognize any capital loss realized.

Pro Rata Share of Interest

A Non-Resident Holder will generally not be subject to Canadian withholding tax in respect of interest received or credited, or deemed to be received or credited, on the investment of the Escrowed Funds (including interest that is remitted to the Corporation upon the acquisition of a Common Share and one-half of one Warrant pursuant to the Subscription Receipt).

Acquisition Failing to Close

In the event of a Termination Event, Resident Holders of a Subscription Receipt will be entitled to receive from the Subscription Receipt Agent, the Termination Payment, being an amount equal to the Offering Price plus such holder’s pro rata share of the Subscription Receipt Interest.

The Termination Payment will be made from the balance of the Escrowed Funds, provided that if the balance of the Escrowed Funds is insufficient to cover the full amount of the Termination Payment, the Corporation will be required to pay the Termination Top-up as described above under “ Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Acquisition Failing to Close ”.

The payment of the Termination Payment will generally result in a disposition of the Subscription Receipt by the Non-Resident Holder. A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized and may not recognize any capital loss realized.

A Non-Resident Holder will generally not be subject to Canadian withholding tax in respect of interest received or credited, or deemed to be received or credited, on the investment of the Escrowed Funds.

Non-Resident Holders are urged to consult their own tax advisors as to the tax treatment to the Non-Resident Holder of the Termination Top-up, including whether and to what extent any part of the Termination Top-up should be treated as an amount paid or credited, or deemed to be paid or credited, as, on account or in lieu of payment of, or in satisfaction of interest, a dividend or another type of payment for withholding tax purposes under the Tax Act . In this regard, the Subscription Receipt Agent intends to withhold at the statutory rate of 25% of the gross amount of the Termination Topup.

Holding and Disposing of Warrants

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Exercise of Warrants

A Non-Resident Holder of Warrants will be deemed not to have disposed of property for purposes of the Tax Act and will not realize any capital gain or capital loss on the acquisition of Warrant Shares upon the exercise of the Warrants.

Other Dispositions of Warrants

On a disposition or deemed disposition by a Non-Resident Holder of a Warrant (which does not include an acquisition of a Warrant Share upon exercise of the Warrant, as discussed above), including upon the expiry of the Warrant, a Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized and may not recognize any capital loss realized.

Holding and Disposing of Common Shares

Dividends on Common Shares

Any dividends paid or credited, or deemed to be paid or credited, by the Corporation on the Common Shares to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend or deemed dividend, subject to any applicable reduction in the rate of such withholding under an income tax treaty between Canada and the country where the Non-Resident Holder is resident and in respect of which the Non-Resident Holder is entitled to the benefits. For example, under the Canada-United States Income Tax Convention (1980) (the “ Treaty ”), the withholding tax rate in respect of a dividend paid or credited, or deemed to be paid or credited to or derived by a person who is the beneficial owner of the dividend and is resident in the U.S. for purposes of, and entitled to full benefits under, the Treaty, is generally reduced to 15%. Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.

Disposition of Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of a Common Share, and may not recognize any capital loss realized.

ELIGIBILITY FOR INVESTMENT

In the opinion of Norton Rose Fulbright Canada LLP, counsel to the Corporation and Blake, Cassels & Graydon LLP, counsel to the Underwriters, based on the provisions of the Tax Act in force on the date hereof, the Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants and Warrant Shares will be qualified investments at the time of acquisition by a trust governed by a registered retirement savings plan (“ RRSP ”), registered retirement income fund (“ RRIF ”), deferred profit sharing plan, registered education savings plan (“ RESP ”), registered disability savings plan (“ RDSP ”), first home savings account (“ FHSA ”) or a tax-free savings account (“ TFSA ”), each as defined in the Tax Act and each being referred to herein as a “ Plan ”, provided that, at the time of the acquisition by the Plan:

• (a) in the case of the Common Shares issued pursuant to the terms of the Subscription Receipts and Warrant Shares, the Common Shares or Warrant Shares, respectively, are listed on a “designated stock exchange” (which currently includes the TSXV) or the Corporation is a “public corporation” as defined in the Tax Act;

• (b) in the case of the Subscription Receipts, such Subscription Receipts are listed on a “designated stock exchange”; and

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• (c) in the case of the Warrants, either such Warrants are listed on a “designated stock exchange”, or (i) the Common Shares are listed on a “designated stock exchange” or the Corporation is a “public corporation” as defined in the Tax Act, and (ii) neither the Corporation, nor any person with whom the Corporation does not deal at arm’s length for the purposes of the Tax Act, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, the particular Plan.

Notwithstanding the foregoing, if the Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants and/or Warrant Shares are “prohibited investments”, within the meaning of the Tax Act, for a particular RRSP, RRIF, RESP, RDSP, FHSA or TFSA (each a “ Specified Plan ”), the annuitant, the subscriber or the holder of the Specified Plan, as the case may be, will be subject to a penalty tax under the Tax Act. The Subscription Receipts, Common Shares issued pursuant to the terms of the Subscription Receipts, Warrants and Warrant Shares will generally not be a “prohibited investment” for these purposes unless the annuitant, the subscriber or the holder of the Specified Plan, as applicable, (i) does not deal at arm’s length with the Corporation, for the purposes of the Tax Act, or (ii) has a “significant interest”, as defined in the Tax Act, in the Corporation. Common Shares issued pursuant to the terms of the Subscription Receipts and Warrant Shares will generally not be a prohibited investment if the Common Shares or Warrant Shares, respectively, are “excluded property” for the purposes of the prohibited investment rules for a Specified Plan. Prospective purchasers who intend to hold Subscription Receipts, Common Shares, Warrants or Warrant Shares in a Specified Plan should consult their own tax advisors regarding their particular circumstances.

RISK FACTORS

An investment in the Subscription Receipts, Common Shares and Warrants is subject to certain risks. Investors should carefully consider the risks described below, the risk factors described under the heading “Risk Factors” in the AIF, the Annual MD&A and the Interim MD&A, and other information elsewhere in this Prospectus and the documents incorporated by reference herein, prior to making an investment decision. If any of such or other risks occur, the Corporation’s business, prospects, financial condition, results of operations and cash flows could be materially adversely impacted. In that case, the price of the Subscription Receipts and trading price of the Common Shares could decline and investors could lose all or part of their investment. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described in this prospectus supplement or other unforeseen risks.

Some of the following statements are forward-looking and actual results may differ materially from the results anticipated in these forward-looking statements. Please refer to the section titled “ Cautionary Statement With Regard To Forward-Looking Information ” in this prospectus supplement.

Risks Related to the Corporation

The Corporation may need to defend itself against patent or trademark infringement claims once made, which may be time-consuming and would cause the Corporation to incur substantial costs

The Corporation intends to assert its rights under trade secret, trademark and copyright laws to protect any intellectual property that it creates or acquires (including, but not limited to, pursuant to the Acquisition), including product design, product research and concepts and recognized trademarks. These rights may be protected through the acquisition of trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in the Corporation’s opinion, infringing these rights.

The Corporation may initiate claims or litigation against third parties for infringement of its proprietary rights (including the any proprietary rights acquired pursuant to the Acquisition) or to establish the validity of its proprietary rights. In addition, while the Corporation is not aware of its services or proprietary rights infringing on the proprietary rights of third parties, the Corporation may receive notices from third parties asserting that either it or a subsidiary (including, following the Acquisition Completion, Serato) have infringed their patents, trademarks, copyrights or other intellectual property rights. Any such claims could

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be time ‐ consuming, result in costly litigation, cause service stoppages or lead the Corporation to enter into royalty or licensing agreements rather than disputing the merits of such claims. An adverse outcome in litigation or similar proceedings could subject the Corporation to significant liabilities to third parties, require ‐ expenditure of significant resources to develop non infringing technology, require disputed rights to be licensed from others, or require the Corporation to cease operating its business, any of which could have a material adverse effect on the Corporation’s business, operating results and financial condition.

Risks Related to the Offering

Shareholders may suffer significant dilution in connection with the Offering and Concurrent Private Placement

The Corporation currently has 187,511,620 Common Shares outstanding as of the date of this prospectus supplement. Assuming the Escrow Release Conditions are met and the Over-Allotment Option is not exercised, the Corporation expects to issue 17,400,000 Common Shares and 8,700,000 Warrants exercisable for 8,700,000 Warrant Shares pursuant to the conversion of the Subscription Receipts and 29,360,452 Completion Shares on or around the Acquisition Completion Date.

In addition, upon the closing of the Concurrent Private Placement, the Corporation expects to issue the Convertible Debentures, which may be converted into up to a maximum of 23,066,667 Common Shares assuming the Agents’ over-allotment option is not exercised and no adjustment to the Conversion Price.

Upon the satisfaction of the Escrow Release Conditions and/or the closing of the Concurrent Private Placement, a shareholder’s equity ownership will be diluted by the issuance of Common Shares issuable pursuant to the terms of the Subscription Receipts and underlying the Warrants (including, if applicable, any Common Shares underlying the Subscription Receipts and Warrants to be issued pursuant to the OverAllotment Option), the Completion Shares and the Convertible Debentures, which dilution may be significant.

Entitlements of a Subscription Receipt Holder

A Subscription Receipt does not entitle a holder thereof to any rights whatsoever as a security holder of the Corporation other than to acquire one Common Share and one-half of one Warrant upon the satisfaction of the Escrow Release Conditions in accordance with the Subscription Receipt Agreement.

Market for Securities

The Corporation has applied to list the Subscription Receipts and the Common Shares and Warrant Shares issuable pursuant to the Warrants underlying the Subscription Receipts (including the Subscription Receipts issuable pursuant to the Over-Allotment Option and the Common Shares and Warrant Shares issuable pursuant to the Warrants underlying such Subscription Receipts issuable pursuant to the OverAllotment Option) on the TSXV. Listing is subject to the approval of the TSXV in accordance with its applicable listing requirements. However, there is currently no market through which the Subscription Receipts may be sold and there is no guarantee that an active trading market will develop. Accordingly, purchasers may not be able to resell the Subscription Receipts distributed under this prospectus supplement. This may affect the pricing of the Subscription Receipts in the secondary market, the transparency and the availability of trading prices and the liquidity of the securities. There can be no

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assurance that an active trading market will develop for the Subscription Receipts after the Offering, or if developed, that such a market will be sustained at Offering Price.

Warrants

There is currently no market in which the Warrants may be sold, and purchasers may not be able to resell the Warrants that are issued upon the exchange of Subscription Receipts purchased hereunder.

Volatile Market Price for the Common Shares

The market price of the Common Shares may be volatile. The volatility may affect the ability of holders to sell the Common Shares issuable in lieu of or upon exchange of the Subscription Receipts and exercise of the Warrants at an advantageous price. Market price fluctuations in the Common Shares issuable in lieu of or upon exchange of the Subscription Receipts and/or exercise of the Warrants may be due to the Corporation’s operating results failing to meet the expectations of securities analysts or investors, the Corporation failing to achieve the anticipated benefits of the Acquisition, downward revision in securities analysts’ estimates, governmental regulatory action, adverse change in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Corporation or its competitors, along with a variety of additional factors, including, without limitation, those set forth under the heading “ Caution Regarding Forward-Looking Statements ”. In addition, the market price for securities on stock markets, including the TSXV, is subject to significant price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market fluctuations may materially adversely affect the market price of the Common Shares issuable in lieu of or upon exchange of the Subscription Receipts and/or exercise of the Warrants.

A large number of Common Shares may be issued and subsequently sold upon issuance pursuant to the terms of the Subscription Receipts, Warrants, Completion Shares and Convertible Debentures

To the extent that holders of Subscription Receipts, Warrants, Completion Shares or Convertible Debentures sell the Common Shares consisting of or underlying such securities, the market price of our Common Shares may decrease due to the additional selling pressure in the market. The risk of dilution from issuances of Common Shares consisting of or underlying the Subscription Receipts, Warrants, Completion Shares or Convertible Debentures may cause shareholders to sell their Common Shares, which may have a material adverse impact on the Corporation’s business, financial condition, results of operations and its share price.

The sale of Common Shares, and any downward pressure on the price of Common Shares caused by the sale of Common Shares consisting of or underlying the Subscription Receipts, Warrants, Completion Shares or Convertible Debentures, could encourage short sales by third parties, which could depress the price of the Common Shares. In a short sale, a prospective seller borrows Common Shares from a shareholder or broker and sells the borrowed Common Shares. The prospective seller hopes that the Common Share price will decline, at which time the seller can purchase Common Shares at a lower price for delivery back to the lender. The seller profits when the Common Share price declines because it is purchasing Common Shares at a price lower than the sale price of the borrowed Common Shares. Such sales could place downward pressure on the price of our Common Shares by increasing the number of Common Shares being sold, which may have a material adverse impact on the Corporation’s business, financial condition, results of operations and its share price.

A decline in the market price of Common Shares may occur

The trading price of the Common Shares in the future may decline below the Offering Price and may never exceed the Warrant Exercise Price. The Corporation can give no assurance that the Offering Price will remain below any future trading price for the Common Shares or that the Warrant Exercise Price will never be lower than the trading price for the Common Shares. Future prices of the Common Shares may adjust

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positively or negatively depending on various factors, including the Corporation’s future revenues, cash flows and operations and overall conditions affecting the Corporation’s business, economic trends and the securities markets and changes in the estimated value and prospects for the Corporation’s projects.

The Escrow Release Conditions may not be satisfied prior to the Termination Date

The Subscription Receipts will be automatically exchanged for Common Shares and Warrants upon the satisfaction of the Escrow Release Conditions. The Corporation may, in its sole discretion, waive certain closing conditions in its favour in the Share Purchase Agreement or agree with the Sellers to amend the Share Purchase Agreement and consummate the Acquisition on terms that may be substantially different from those contemplated in this prospectus supplement, provided, however, that the Corporation has agreed that it will not agree to any amendment to, or waiver of, the Share Purchase Agreement that would be materially adverse to the Corporation, without the consent of the Co-Lead Underwriters, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. In addition, the expected benefits of the Acquisition may not be fully realized. As a consequence, holders of Subscription Receipts will essentially assume the same risk as though they had invested directly in Common Shares and Warrants on the Acquisition Completion Date. See “ The Acquisition ”.

There can also be no assurance that the Escrow Release Conditions will be satisfied. Each investor’s subscription proceeds will be held in escrow by the Subscription Receipt Agent until the satisfaction of the Escrow Release Conditions or the Termination Date, and accordingly subscribers will not be able to use such funds to take advantage of other investment opportunities that occur prior to the satisfaction of the Escrow Release Condition or the Termination Date. Holders of Subscription Receipts have only the rights described under “ Description of the Subscription Receipts ”.

The issuance of Common Shares pursuant to the terms of the Subscription Receipts and Warrants will be diluted by the issuance of the Completion Shares and the Concurrent Private Placement and any subsequent offerings of the Corporation

In addition to the Subscription Receipts to be issued on closing of the Offering, the Corporation expects to issue up to $34.6 million aggregate principal amount of Convertible Debentures on closing of the Concurrent Private Placement, which may be converted into up to 23,066,667 Common Shares, and 29,360,452 Completion Shares on the Acquisition Completion. The Corporation may issue additional Common Shares as part of the Contingent Consideration. The issuance of any Common Shares on exercise of any Convertible Debentures may, and the issuance of the Completion Shares will, have a dilutive effect on the existing and future holders of Common Shares (including any holders who will receive Common Shares upon the exchange of the Subscription Receipts and/or exercise of the Warrants).

In addition to the Concurrent Private Placement and the Acquisition the Corporation may issue additional Common Shares in subsequent offerings. While the Corporation cannot predict the size or timing of future issuances of securities, any future issuance of Common Shares may have a dilutive effect on those purchasers who receive Common Shares issuable pursuant to the terms of the Subscription Receipts and Warrants.

Risks 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, on terms that are substantially the same as those disclosed in this prospectus supplement. In the event that the Acquisition Completion does not occur prior to a Termination Event, the Subscription

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Receipts will be cancelled and the holders of Subscription Receipts will be entitled to the Subscription Receipt Refund Amount. 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 Corporation is continuing to conduct its due diligence review of Serato. Although the Corporation 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 Corporation fails to discover or is unable to quantify in the due diligence review prior to the Acquisition Completion. The Corporation may not be indemnified (or not fully indemnified) for some or all of these liabilities under the Share Purchase 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 Corporation is not indemnified could have a material adverse impact on the Corporation’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 Corporation 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 Corporation. 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 Corporation’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 Corporation 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 Corporation’s existing businesses following the Acquisition Completion. 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 Corporation.

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

The Corporation currently intends to retain certain key personnel who operate Serato following the completion of the Acquisition to continue to manage and operate Serato. The Corporation 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 Corporation’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 Corporation, particularly with respect to Serato.

Indemnities in the Share Purchase Agreement

The representations and warranties provided by the Sellers pursuant to the Share Purchase Agreement are customary for a transaction of this nature. There can be no assurance, however, of adequate recovery

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by the Corporation from the Sellers for any breach of the representations, warranties and covenants of the Sellers under the Share Purchase 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, the Subscription Receipt Agent will release the Net Proceeds to the Corporation, essentially all of which, in turn, will be paid to the Sellers on the Acquisition Completion in partial satisfaction of the Purchase Price.

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

The liability of the Sellers in respect of certain claims under the Share Purchase 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 Acquisition Completion, or to take any other measure, in order to facilitate payment of any indemnity claims made by the Corporation. The Corporation’s recourse for any such claims is limited to its ability to recover under: (i) any portion of the Purchase Price that is held in escrow following the Acquisition Completion, 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 Corporation 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 Share Purchase Agreement, after the Acquisition Completion. See “ The Acquisition – The Share Purchase Agreement – Indemnification ”.

Pro Forma Financial Information

The unaudited pro forma consolidated financial information concerning the Acquisition, the Offering and the Concurrent Private Placement incorporated by reference in this prospectus supplement 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 Corporation. 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 Corporation for any periods following the Acquisition Completion 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 Corporation’s evaluation of such assets and liabilities following the Acquisition Completion and, accordingly, the final Purchase Price allocation may differ materially from the results incorporated by reference in this prospectus supplement.

In preparing the pro forma financial information in this prospectus supplement, the Corporation 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 Corporation’s actual experience going forward. See “ Caution Regarding Forward-Looking Statements ” and “ Caution Regarding Unaudited Pro Forma Consolidated Financial Statements ”.

Information Provided by the Sellers and Serato

The description of, and information about, Serato contained in this prospectus supplement is based solely upon information provided by Serato and the Sellers to the Corporation in connection with the Acquisition.

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Accordingly, a level of risk remains regarding the accuracy and completeness of the information provided to the Corporation 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 Corporation. Prospective investors are cautioned that neither Serato nor the Sellers (i) have reviewed the disclosure contained in this prospectus supplement 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 prospectus supplement relating to Serato and/or its business contains a misrepresentation. While the Corporation has no reason to believe the information provided by Serato and the Sellers is misleading, untrue or incomplete in any material respect, neither the Corporation nor the Underwriters have independently verified the accuracy or completeness of such information, and there may be events (unknown to the Corporation 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 Share Purchase Agreement contains covenants on the part of the Sellers regarding the operation of Serato prior to the Acquisition Completion, the Corporation does not control the Sellers and Serato may be adversely affected by events that are outside of the Corporation’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 Corporation. 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 Corporation.

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

Litigation and Public Attitude towards the Acquisition

The Corporation may be exposed to increased litigation from third parties in connection with the Acquisition. Such litigation may have an adverse impact on the Corporation’s business and results of operations or may cause disruptions to the Corporation’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 Corporation. Adverse press coverage and other adverse statements could negatively impact the ability of the Corporation 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 Corporation’s business, financial condition, results of operations and cash flows.

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

The Corporation 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 Corporation expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset

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incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term or at all.

LEGAL MATTERS

Certain legal matters relating to the Offering offered hereby will be passed upon by Norton Rose Fulbright Canada LLP on behalf of the Corporation, and by Blake, Cassels & Graydon LLP on behalf of the Underwriters. As at the date hereof, the partners and associates of Norton Rose Fulbright Canada LLP, as a group, and Blake, Cassels & Graydon LLP, as a group, each beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Corporation are KPMG LLP, Chartered Professional Accountants, of Vancouver, British Columbia. KPMG LLP has confirmed that they are independent with respect to the Corporation within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada, and any applicable legislation or regulation.

The registrar and transfer agent for the Corporation’s Common Shares is Computershare Investor Services Inc., and the Subscription Receipt Agent for the Subscription Receipts and Warrant Agent for the Warrants will be Computershare Trust Company of Canada at its principal offices in Vancouver, British Columbia.

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION AND CONTRACTUAL RIGHTS OF RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal adviser.

Under the Subscription Receipt Agreement, original purchasers of Subscription Receipts pursuant to the Offering will have a non-assignable contractual right of rescission, exercisable against the Corporation following the issuance of the Common Shares and Warrants to such purchaser upon the exchange of the Subscription Receipts, to receive the Offering Price paid for each such Subscription Receipt if this prospectus supplement or the Prospectus (including documents incorporated herein or therein by reference) or any amendment hereto or thereto contains a misrepresentation (within the meaning of securities law), provided such remedy for rescission is exercised within 180 days of the closing of the Offering, following which this contractual right of rescission will be null and void. This contractual right of rescission shall be subject to the defences, limitations and other provisions described under securities laws, and is in addition to any other right or remedy available to original purchasers of Subscription Receipts under securities laws or otherwise at law. For greater certainty, this contractual right of rescission under the Subscription Receipt Agreement is only in connection with a misrepresentation (within the meaning of securities laws) and is not a right to withdraw from an agreement to purchase securities within two business days as provided in securities legislation in certain provinces of Canada.

In an offering of subscription receipts, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which the subscription receipts are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon exchange of the security, those amounts may not be recoverable under the statutory right of action

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for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

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CERTIFICATE OF TINY LTD.

Dated: April 2, 2025

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada.

(Signed) “ Jordan Taub ” Chief Executive Officer

(Signed) “ Mike McKenna ” Chief Financial Officer

On behalf of the Board of Directors

(Signed) “ Andrew Wilkinson” (Signed) “ Tim McElvaine” Director Director

CERTIFICATE OF THE UNDERWRITERS

Dated: April 2, 2025

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada.

CANACCORD GENUITY CORP.

ROTH CANADA, INC.

(Signed) “Myles Hiscock ” Managing Director, Head of Canadian Technology Investment Banking

(Signed) “Michael Tait ” Managing Director, Head of Investment Banking

SCOTIA CAPITAL INC.

(Signed) “Jordan Huang ” Director, Global Investment Banking

CORMARK SECURITIES INC.

VENTUM FINANCIAL CORP.

(Signed) “Peter Charton ” Vice Chairman, Investment Banking

(Signed) “Asad Said ” Managing Director, Head of Capital Markets, Eastern Canada

This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. Unless an exemption from the prospectus delivery requirement has been granted, or is otherwise available, the legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. This short form prospectus may qualify an “at-the-market distribution” as defined in National Instrument 44-102 - Shelf Distributions.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

This short form base shelf prospectus constitutes a public offering of the securities only in those jurisdictions where such securities may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. The securities to be offered hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any of the securities laws of any state of the United States and may not be offered or sold or otherwise disposed of in the United States or to or for the account of U.S. persons absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Unless otherwise specified in the applicable prospectus supplement, this short form prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby within the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Tiny Ltd. at 2900 – 550 Burrard Street Vancouver, British Columbia V6C 0A3, telephone: 778-870-8250, and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

September 29, 2023

==> picture [66 x 39] intentionally omitted <==

TINY LTD.

$150,000,000

Common Shares Debt Securities Warrants Units Subscription Receipts

Tiny Ltd. (the “ Corporation ”, “ Tiny ”, “ us ”, “ we ” or “ our ”) may offer, issue and sell, as applicable, from time to time Class A common shares (“ Common Shares ”), debt securities (“ Debt Securities ”), warrants (“ Warrants ”) to acquire any of the other securities that are described in this short form base shelf prospectus (the “ Prospectus ”), units (“ Units ”) comprised of one or more of any of the other securities that are described in this Prospectus, and subscription receipts (“ Subscription Receipts ”) to acquire any of the other securities that are described in this Prospectus, or any combination of such securities (all of the foregoing collectively, the “ Securities ” and individually, a “ Security ”) in an aggregate offering amount of up to $150,000,000, in one or more transactions during the 25-month period that this Prospectus, including

any amendments hereto, remains effective. The aggregate initial offering price shall be calculated, in the case of interest-bearing Debt Securities, on the basis of the principal amount of the Debt Securities issued, and, in the case of non-interest bearing Debt Securities, on the basis of the gross proceeds received by the Corporation from the particular offering.

The Securities may be offered by us or by our securityholders. Securities may be offered separately or together, in amounts, at prices and on such terms and conditions as may be determined from time to time depending on, among other things, the Corporation’s financing requirements, market conditions at the time of sale and other factors. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution. If Securities are offered on a nonfixed price basis, the underwriters’, dealers’ or agents’ compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents to the Corporation. See “ Plan of Distribution ”.

The specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in one or more prospectus supplements (each, a “ Prospectus Supplement ”) to this Prospectus, including, where applicable: (a) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price (in the event the offering is a non-fixed price distribution), whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares; (b) in the case of Debt Securities, the aggregate principal amount and ranking of Debt Securities being offered, the issue and delivery date, the maturity date, the offering price or manner of determining the offering price, the interest provisions, the currency or currency unit for which the Debt Securities may be purchased, the authorized denominations, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities, the form of Debt Securities, whether the Debt Securities will be secured by any of the Corporation's assets or guaranteed by any other person, and any other terms specific to the Debt Securities; (c) in the case of Warrants, the offering price or manner of determining the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Common Shares or other securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, and any other specific terms; (d) in the case of Units, the number of Units being offered, the offering price and the number and terms of the Securities comprising the Units; and (e) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price or manner of determining the offering price, whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other terms specific to the Subscription Receipts. A Prospectus Supplement relating to a particular offering of Securities may also include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

The Securities may be offered separately or together or in any combination, and as separate series. In addition, the Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or one of its subsidiaries. The consideration for any such acquisition may consist of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to prospective purchasers together with this Prospectus to the extent required by applicable laws. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of Securities to which the Prospectus Supplement pertains. Prospective investors should read this Prospectus and any applicable Prospectus Supplement carefully before investing in any Securities issued pursuant to this Prospectus

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell directly to one or more purchasers or through agents. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers or agents involved in the sale of such Securities, the terms of engagement and the compensation of any such underwriters, dealers or agents.

Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities.

The Securities may be offered and sold pursuant to this Prospectus through underwriters, dealers, directly or through agents designated from time to time at amounts and prices and other terms determined by us. In connection with any underwritten offering of Securities, unless otherwise specified in the relevant Prospectus Supplement, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters', dealers' or agents' over-allotment position acquires those Securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the overallotment position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. A Prospectus Supplement will set out the names of any underwriters, dealers or agents involved in the sale of our Securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such Securities, including the net proceeds we expect to receive from the sale of such Securities, if any, the amounts and prices at which such Securities are sold, the compensation of such underwriters, dealers or agents and other material terms of the plan of distribution. See “ Plan of Distribution ”.

This Prospectus also qualifies the distribution of Securities by certain of our securityholders (each a “ Selling Securityholder ”). One or more Selling Securityholders may sell Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through statutory exemptions, or through agents designated from time to time. See “Plan of Distribution” and “Selling Securityholders”.

The Common Shares are listed on the TSX Venture Exchange (the “ TSXV ”) under the symbol “TINY” and are quoted on the OTC Market (the “ OTC ”) under the symbol “TNYZF”. On September 28, 2023, being the last trading day prior to this Prospectus, the closing price of our Common Shares on the TSXV was $3.34 and on the OTC was USD$2.48. Unless otherwise specified in the applicable Prospectus Supplement, Securities other than Common Shares will not be listed on any securities exchange or quotation system. There is currently no market through which such Securities other than Common Shares may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus and the Prospectus Supplement relating to such Securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See “ Risk Factors ”.

Purchasers of Securities should be aware that the acquisition of Securities may have tax consequences. This Prospectus does not discuss Canadian or other tax consequences and any such tax consequences may not be described fully in any applicable Prospectus Supplement with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

This prospectus may qualify an “at-the-market distribution” (as such term is defined in National Instrument 44-102 - Shelf Distributions ).

In connection with any offering of Securities, other than an “at-the-market distribution”, unless otherwise specified in a prospectus supplement, the underwriters or agents may over-allot or effect transactions which

stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See “Plan of Distribution”.

No underwriter of the “at-the-market distribution” (as defined under applicable Canadian securities legislation) and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the Securities in connection with such distribution, including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an over-allocation position in the securities.

An investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in Securities. See “ Risk Factors ”.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

The registered office of the Corporation is 2900 – 550 Burrard Street Vancouver, British Columbia V6C 0A3 and its head office is located at 400 – 1152 Mainland Street, Vancouver, British Columbia V6B 4X2.

All dollar amounts in this Prospectus are in Canadian dollars, unless otherwise indicated.

Information contained on the Corporation and its subsidiaries' websites should not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities. Market data and certain industry forecasts used in this Prospectus or any applicable Prospectus Supplement and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. The Corporation believes that these sources are generally reliable, but the accuracy and completeness of the information is not guaranteed. The Corporation has not independently verified this information and does not make any representation as to the accuracy of this information.

Contents

Section Page	Section Page
EXPLANATORY NOTE REGARDING	EARNINGS COVERAGE RATIOS ............... 11
BUSINESS COMBINATION ........................... 1
	TAX CONSIDERATIONS ............................. 11
ABOUT THIS PROSPECTUS .......................... 1
	DESCRIPTION OF COMMON SHARES ..... 11
DOCUMENTS INCORPORATED BY
REFERENCE ..................................................... 1	DESCRIPTION OF DEBT SECURITIES ...... 12
CAUTIONARY NOTE REGARDING	DESCRIPTION OF WARRANTS .................. 14
FORWARD-LOOKING STATEMENTS ......... 4
	DESCRIPTION OF UNITS ............................ 15
NON-IFRS MEASURES ................................... 5
	DESCRIPTION OF SUBSCRIPTION
TRADEMARKS AND TRADE NAMES ......... 6	RECEIPTS ....................................................... 16
TINY LTD. ........................................................ 6	RISK FACTORS ............................................. 17
USE OF PROCEEDS ........................................ 7	LEGAL MATTERS ........................................ 20
PLAN OF DISTRIBUTION .............................. 7	AUDITORS, REGISTRAR AND
	TRANSFER AGENT ...................................... 20
SELLING SECURITYHOLDERS .................... 9
	EXEMPTIONS ................................................ 20
CONSOLIDATED CAPITALIZATION ......... 10
	PURCHASER’S STATUTORY AND
PRIOR SALES................................................. 11	CONTRACTUAL RIGHTS OF
	WITHDRAWAL AND RESCISSION ............ 21
TRADING PRICE AND VOLUME ................ 11
	CERTIFICATE OF TINY LTD. ....................... 1

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EXPLANATORY NOTE REGARDING BUSINESS COMBINATION

On April 17, 2023, the Corporation acquired 100% of the issued and outstanding securities of a private issuer, Tiny Capital Ltd. (“ Tiny Capital ”), which under National Instrument 51-102 - Continuous Disclosure Obligations (“ NI 51-102 ”) constituted a “reverse takeover” (the “ Business Combination ”). Upon the completion of the Business Combination, the Corporation continued out of British Columbia under the Business Corporations Act (British Columbia) and into the federal jurisdiction of Canada under the Canada Business Corporations Act and, in connection therewith, changed its name to “Tiny Ltd.” (the “ Continuance ”). In connection with the Business Combination, the Corporation is the “reverse takeover acquiree" and Tiny Capital is the “reverse takeover acquirer”, each as defined in NI 51-102. See “ Recent Developments ” for additional information.

ABOUT THIS PROSPECTUS

Readers should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide readers with information different from that contained in this Prospectus (or incorporated by reference herein). The Corporation takes no responsibility for, and can provide no assurance as to, the reliability of any other information that others may give readers of this Prospectus. The Corporation is not making an offer of Securities in any jurisdiction where the offer is not permitted. Readers are required to inform themselves about, and to observe any restrictions relating to, any offer of Securities and the possession or distribution of this Prospectus and any applicable Prospectus Supplement.

Readers should not assume that the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date of this Prospectus or the respective dates of the documents incorporated by reference herein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates, regardless of the time of delivery of this Prospectus and any applicable Prospectus Supplement or of any sale of the Securities. The business, financial condition, operating results and future prospects of the Corporation may have changed since those dates.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities in compliance with applicable Canadian securities laws. We do not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable Canadian securities laws. Information contained on, or otherwise accessed through, the Corporation and its subsidiaries’ websites shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference herein.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Tiny Ltd. at 2900 – 550 Burrard Street, Vancouver, British Columbia V6C 0A3, telephone: 778-870-8250, and are also available electronically under our profile on SEDAR at www.sedarplus.ca.

The following documents, filed by the Corporation with the various securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference into and form an integral part of this Prospectus:

• (a) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2022 and 2021, together with the notes thereto and the independent auditors’ report thereon;

• (b) the management’s discussion and analysis of the consolidated financial position, results of operations, and cash flows of the Corporation dated March 16, 2023 for the year ended December 31, 2022 (the “ Annual MD&A ”);

• (c) the audited consolidated financial statements of Tiny Capital as at and for the years ended December 31, 2022 and 2021, together with the notes thereto and the independent auditors’ report thereon, filed on May 30, 2023;

• (d) the management’s discussion and analysis of the consolidated financial position, results of operations, and cash flows of Tiny Capital dated May 1, 2023 for the year ended December 31, 2022;

• (e) the interim condensed consolidated financial statements of the Corporation as at and for the three and six month periods ended June 30, 2023 and 2022, together with the notes thereto;

• (f) the management’s discussion and analysis of the consolidated financial position, results of operations, and cash flows of the Corporation dated August 24, 2023 for the three and six month periods ended June 30, 2023;

• (g) the management information circular of the Corporation dated March 6, 2023, filed on March 10, 2023, in connection with the special meeting of shareholders of the Corporation held on April 11, 2023 (the “ 2023 Information Circular ”) excluding Appendix C – “Fairness Opinion” and any references to the Fairness Opinion contained in the 2023 Information Circular;

• (h) the management information circular of the Corporation dated May 12, 2023, filed on May 17, 2023, in connection with the annual general meeting of shareholder of the Corporation held on June 15, 2023;

• (i) material change report of the Corporation dated January 30, 2023, in respect of the amalgamation agreement entered into with respect of the Business Combination (as defined herein); and

• (j) material change report of the Corporation dated April 20, 2023, in respect of the closing of the Transaction (as defined herein).

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this Prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified

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or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

Any document of the type required by National Instrument 44-101 – Short Form Prospectus Distributions (“ NI 44-101 ”) to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements (in each case, including any applicable exhibits containing updated earnings coverage information) and the independent auditor’s report thereon, management’s discussion and analysis and information circulars of the Corporation filed by the Corporation with securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of any offering under this Prospectus shall be deemed to be incorporated by reference into this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Corporation and readers should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein.

Upon a new annual information form and annual consolidated financial statements being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective: (i) the previous annual consolidated financial statements and all interim condensed consolidated financial statements and, in each case, the accompanying management’s discussion and analysis of consolidated financial condition and consolidated results of operations, and (ii) material change reports filed prior to and business acquisition reports with respect to acquisitions completed prior to the commencement of the financial year of the Corporation in which the new annual information form is filed shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim condensed consolidated financial statements and the accompanying management’s discussion and analysis of consolidated financial condition and consolidated results of operations being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, all interim condensed consolidated financial statements and the accompanying management’s discussion and analysis of consolidated financial condition and consolidated results of operations filed prior to such new interim condensed consolidated financial statements and management’s discussion and analysis of consolidated financial condition and consolidated results of operations shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

References to the Corporation or its subsidiaries’ websites in any documents that are incorporated by reference into this Prospectus and any Prospectus Supplement do not incorporate by reference the information on such website into this Prospectus or any Prospectus Supplement, and we disclaim any such incorporation by reference.

Any “template version” of “marketing materials” (as those terms are defined in National Instrument 41-101 – General Prospectus Requirements ) pertaining to a distribution of Securities filed after the date of a Prospectus Supplement and before termination of the distribution of Securities offered pursuant to such Prospectus Supplement will be deemed to be incorporated by reference into the Prospectus Supplement for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

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A Prospectus Supplement containing the specific terms of an offering of Securities and other information in relation to the Securities will be delivered to prospective purchasers of such Securities together with this Prospectus and shall be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement but only for the purposes of the offering of the Securities covered by that Prospectus Supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Corporation may make or provide statements or information in this Prospectus and in the documents incorporated by reference herein that are not based on historical facts and which are considered to be “forward-looking information” or “forward-looking statements” under Canadian securities laws. These statements relate to future events or future performance and reflect the expectations of management of the Corporation regarding the growth, results of operations, performance and business prospects and opportunities of the Corporation or its industry.

This Prospectus and the documents incorporated by reference herein may contain forward-looking statements. Forward-looking statements can typically be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature. Such forward-looking statements reflect current beliefs of management of the Corporation and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. While the Corporation considers these factors and assumptions to be reasonable based on information available as at the date of this Prospectus (or, in the case of documents incorporated by reference herein, as at the date of such documents), actual events or results could differ materially from the results, predictions, forecasts, conclusions or projections expressed or implied in the forward-looking statements.

Forward-looking statements in this Prospectus and the documents incorporated by reference in this Prospectus include but are not limited to statements pertaining to: the terms of the Securities to be issued and the description thereof in the applicable Prospectus Supplement; the use of proceeds from any offering of Securities, as described in the applicable Prospectus Supplement; the availability of a market for Securities; management’s outlook regarding future trends; statements or information concerning the Corporation’s growth strategy and the Corporation’s future performance and business prospects and opportunities; and statements and information concerning the Corporation’s investments and acquisitions.

Forward-looking statements made by the Corporation are based on a number of assumptions and other factors believed by the Corporation to be reasonable as at the date of this Prospectus (or, in the case of documents incorporated by reference herein, as at the date of such documents). Such assumptions and other factors include, among other things, assumptions and other factors regarding: the integration of the businesses of the Corporation and Tiny Capital; financing requirements; the market price for the Common Shares; global financial conditions; management of growth; the Corporation’s strategy of growth through acquisitions; currency fluctuations; competitive markets; the Corporation’s growth and ability to attract new customers, retain revenue from existing merchants, and increase sales to both new and existing customers; and future results of operations and client demand. Other assumptions, if any, are set out throughout this Prospectus and the documents incorporated by reference herein. If any of these assumptions prove to be inaccurate, the Corporation’s actual results could differ materially from those expressed or implied in forward-looking statements.

In evaluating these forward-looking statements, investors should specifically consider various risk factors, which, if realized, could cause the Corporation’s actual results to differ materially from those expressed or implied in forward-looking statements. Such risk factors are discussed in greater detail in the “Risk Factors” section in this Prospectus, the “Risk Factors” section of the Annual MD&A and the “Risks Related to the

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Resulting Issuer Following the Transaction”, “Risks Related to the Operations of Tiny and the Resulting Issuer” and “Risk Related to the Operations of WeCommerce” sections of the 2023 Information Circular, as well as other risks detailed from time to time in reports filed by the Corporation with securities regulators or securities commissions or other documents that the Corporation makes public, which may cause events or results to differ materially from the results expressed or implied in any forward-looking statement.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. The Corporation cautions that the above list of risk factors and the risk factors detailed in the documents incorporated by reference are not exhaustive. There can be no assurance that actual results will be consistent with forward-looking statements. The Corporation does not take any responsibility to update or revise forward-looking information even if new information becomes available, unless legislation requires us to do so. Readers should not place undue reliance on forward-looking statements.

To the extent any forward-looking statement in this document constitutes financial outlook, within the meaning of applicable Canadian securities laws, such information is intended to provide investors with information regarding the Corporation, including the Corporation’s assessment of future financial plans, and may not be appropriate for other purposes. Financial outlook (including assumptions about future events, including economic conditions and proposed courses of action, based on the Corporation’s assessment of the relevant information currently available), as with forward-looking statements generally, is based on current estimates, expectations and assumptions and is subject to inherent risks and uncertainties and other factors.

All of the forward-looking information and forward-looking statements contained in this Prospectus, in the documents incorporated by reference herein and in any Prospectus Supplement is expressly qualified by the foregoing cautionary statements.

NON-IFRS MEASURES

The financial statements of the Corporation that are incorporated by reference in this Prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”). Certain information presented in this Prospectus, including certain documents incorporated by reference herein, may include non-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. We believe 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.

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Non-IFRS measures are not audited. 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.

TRADEMARKS AND TRADE NAMES

This Prospectus and the documents incorporated by reference herein include certain trademarks and trade names which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this Prospectus and in the documents incorporated by reference herein may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. All other trademarks used in this Prospectus or the documents incorporated by reference herein are the property of their respective owners.

TINY LTD.

This summary does not contain all of the information about the Corporation that may be important to you. You should read the more detailed information and financial statements and related notes that are incorporated by reference in and are considered to be a part, of this Prospectus.

Tiny is a leading technology holding company with a strategy of acquiring majority stakes in wonderful businesses. Tiny has three core business segments, Beam, WeCommerce and Dribbble, with other standalone businesses including a private equity investment fund.

Beam, and its subsidiary companies including MetaLab, helps start-ups to Fortune 500 companies to design, build and ship premium digital products for both mobile and web. The company’s capabilities as an endto-end product partner provide clients with intimate insight into end-user behavior, allowing for a thorough, strategy-led approach to product design, engineering, brand positioning and marketing.

WeCommerce provides merchants with a suite of ecommerce software tools to start and grow their online stores. The WeCommerce family of companies and brands includes Pixel Union, Out of the Sandbox, KnoCommerce, Archetype, Yopify, SuppleApps, Rehash, Foursixty and Stamped. As one of Shopify’s first partners since 2010, WeCommerce is focused on building, acquiring, and investing in leading technology businesses operating in the Shopify partner ecosystem.

Dribbble is a creative network and community that design professionals use to meet, collaborate, and showcase their work. Dribbble also owns online marketplaces including Creative Market and Fontspring for graphics, fonts, templates, and other digital assets.

Other standalone businesses include several software and internet companies and the operation of a private equity fund where the Corporation serves as the general partner (the “ Tiny Fund ”). The Tiny Fund commenced operations in August 2020 and has total committed capital of US$150 million.

The registered office of the Corporation is 2900 – 550 Burrard Street Vancouver, British Columbia V6C 0A3.

The head office is located at 400 – 1152 Mainland Street, Vancouver, British Columbia V6B 4X2. The Corporation’s phone number is 778-870-8250.

Further details concerning the Corporation, including information with respect to the Corporation’s assets, operations and history, are provided in the documents incorporated by reference into this prospectus.

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Readers are encouraged to thoroughly review these documents as they contain important information about the Corporation.

Recent Developments

On April 17, 2023, the Corporation entered into a contribution agreement with WeCommerce Holdings Limited Partnership whereby, among other things, the Corporation transferred all of its assets, including the outstanding equity securities of WeCommerce Operations Ltd., Stamped Technologies Pte. Ltd., WeCommerce General Partner Ltd., and Archetype Themes Limited Partnership to its wholly-owned subsidiary, WeCommerce Holdings Limited Partnership (the “ Pre-Closing Reorganization ”).

In connection with the Pre-Closing Reorganization, on April 17, 2023, WeCommerce Holdings Limited Partnership, entered into an amended and restated credit facility with JPMorgan Chase Bank, N.A., on substantially the same terms as the former credit facility with JPMorgan Chase Bank, N.A.

Thereafter, on April 17, 2023, the Corporation completed a transaction whereby (i) Tiny Capital amalgamated with 1396773 B.C. Ltd., a former wholly-owned subsidiary of the Corporation (the “ Business Combination ”), (ii) the Corporation completed two vertical short form amalgamations with its former subsidiaries under the Business Corporations Act (British Columbia) (the “ Post-Closing Reorganization ”), and (iii) the Continuance (together with the Business Combination and the Post-Closing Reorganization, collectively, the “ Transaction ”) was effected. For more information with respect to the Transaction, refer to the 2023 Information Circular which is incorporated by reference into this Prospectus.

In connection with the Continuance, the Corporation adopted new Articles and Bylaws, copies of which are available on under our profile on SEDAR at www.sedarplus.ca.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, the net proceeds from the issuance and/or sale of Securities will be used for general corporate purposes, including funding ongoing operations and/or capital requirements, reducing the level of indebtedness outstanding from time to time, settling obligations outstanding from time to time, discretionary capital programs and potential future acquisitions. The net proceeds to the Corporation from any offering of Securities and the proposed use of those proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

PLAN OF DISTRIBUTION

The Corporation and any Selling Securityholder may sell the Securities, separately or together: (i) to one or more underwriters or dealers; (ii) through one or more agents; or (iii) directly to one or more purchasers, subject to applicable law. The prospectus supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as, as applicable, the method of distribution, the issue price (if the offering is a fixed price distribution), the manner of determining the issue price (if the offering is a non-fixed price distribution) and the terms of the offering of such Securities, including the net proceeds to the Corporation or the applicable Selling Securityholder and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms of such offering. Only underwriters so named in the prospectus supplement are deemed to be underwriters in connection with the Securities offered thereby.

The Securities may be sold from time to time in one or more transactions at fixed prices or non-fixed prices, such as prices determined by reference to the prevailing price of Securities in a specified market, at market

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prices prevailing at the time of sale or at prices to be negotiated with purchasers, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions , including sales made directly on the TSXV or other existing trading markets for the securities. Prices may also vary as between purchasers and during the period of distribution of Securities. If, in connection with the offering of securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the securities at the initial offering price fixed in the applicable prospectus supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such prospectus supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid by the underwriters to the Corporation or the applicable Selling Securityholder. Without limiting the generality of the foregoing, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering as defined in National Instrument 44-102 – Shelf Distributions and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under applicable Canadian securities laws, which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange.

In connection with any offering of Securities, except with respect to “at-the-market” offerings, the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases.

No underwriter or dealer involved in an “at-the-market” offering, as defined under applicable Canadian securities laws, under this prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities. In the event that the Corporation determines to pursue an “at-the-market” offering in Canada, the Corporation shall apply for the applicable exemptive relief from the Canadian securities commissions.

If underwriters purchase Securities as principal, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase those Securities will be subject to certain conditions precedent, and the underwriters may be obligated to purchase all the Securities offered by the prospectus supplement if any of such Securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

The Securities may also be sold directly by the Corporation or any Selling Securityholder in accordance with applicable securities laws at prices and upon terms agreed to by the purchaser and the Corporation or the Selling Securityholder, as applicable, or through agents designated by the Corporation or the Selling Securityholder, as applicable, from time to time. Any agent involved in the offering and sale of Securities

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pursuant to a particular Prospectus Supplement will be named, and any commissions payable by the Corporation or the Selling Securityholder, as applicable, to that agent will be set forth, in such Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent would be acting on a best efforts basis for the period of its appointment.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Corporation or the Selling Securityholder, as applicable, in the form of commissions, concessions and discounts. Any such commissions may be paid out of the Corporation’s or the Selling Securityholder’s general funds, as applicable, or the proceeds of the sale of Securities. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreement to be entered into with the Corporation or the Selling Securityholder, as applicable, to indemnification by the Corporation or the Selling Securityholder, as applicable, against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

Any offering of Securities, other than Common Shares, will be a new issue of securities. There is currently no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this prospectus. Unless otherwise specified in the applicable prospectus supplement, the Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities or stock exchange and purchasers may not be able to resell such Securities purchased under this prospectus and the applicable prospectus supplement. This may affect the pricing of the Debt Securities, Subscription Receipts, Warrants or Units in the secondary market (if any), the transparency and availability of trading prices (if any), the liquidity of the Debt Securities, Subscription Receipts, Warrants or Units (if any), and the extent of issuer regulation. Certain dealers may make a market in these Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in these Securities or as to the liquidity of the trading market, if any, for these Securities.

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable prospectus supplement, the securities offered hereby have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and may not be offered, sold or delivered in the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each underwriter, dealer, agent and direct purchaser of Securities will agree that it will not offer, sell or deliver Securities within the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States.

SELLING SECURITYHOLDERS

This Prospectus may also, from time to time, relate to the offering of Securities by way of a secondary offering by certain Selling Securityholders. The terms under which the Securities may be offered by Selling Securityholders will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of Securities by Selling Securityholders will include, without limitation, where applicable:

• (1) the names of the Selling Securityholders;

• (2) the number and type of Securities owned, controlled or directed by each of the Selling Securityholders;

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• (3) the number of Securities being distributed for the account of each Selling Securityholder;

• (4) the number of Securities to be owned, controlled or directed by the Selling Securityholders after the distribution and the percentage that number or amount represents out of the total number of outstanding Securities of the relevant class;

• (5) whether the Securities are owned by the Selling Securityholders, both of record and beneficially, of record only or beneficially only;

• (6) if the Selling Securityholder purchased any of the Securities held by it in the 24 months preceding the date of the Prospectus Supplement, the date or dates on which the Selling Securityholders acquired the Securities; and

• (7) if the Selling Securityholder acquired the Securities held by it in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to the Selling Securityholder in the aggregate and on a per security basis.

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Corporation that will result from the issuance of Securities pursuant to such Prospectus Supplement.

Other than as set out in the table below, and as more fully described under the “Prior Sales” section of this Prospectus, there have been no material changes in the Corporation's share and loan capitalization on a consolidated basis since June 30, 2023, the date of the Corporation's most recent financial statements.

Designation of Security	Authorized Amount	Outstanding as at June 30,2023(1)	Outstanding as at the date of this Prospectus(2)
Common Shares(3) Restricted share units (4) Deferred share units (4) Performance share units(4) Common Share purchase options(4) Long term debt, including current portion	unlimited 10% of issued and outstanding Common Shares 10% of issued and outstanding Common Shares 10% of issued and outstanding Common Shares 10% of issued and outstanding Common Shares N/A	177,314,514 509,123 34,798 388,380 80,296 $113,042,923	177,371,319 488,824 34,798 388,380 62,140 $116,800,293

Notes:

• (1) Reflects capitalization of WeCommerce, prior to giving effect to the Transaction.

• (2) Reflects capitalization of the Corporation, after giving effect to the Transaction.

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• (3) 660,373 outstanding shares remain subject to a repurchase option in favour of the Corporation.

• (4) The Corporation’s omnibus equity incentive compensation plan approved by shareholders of the Corporation on June 15, 2023 (as amended from time to time, the “ Omnibus Plan ”) limits the maximum number of Common Shares available for issuance pursuant to awards granted under the Omnibus Plan at 10% of the issued and outstanding Common Shares from time to time on a non-diluted basis.

The material change in the consolidated capitalization of the Corporation is as a result of the Transaction. See “ Tiny Ltd. – Recent Developments ”.

PRIOR SALES

The applicable Prospectus Supplement will provide, as required, information regarding prior sales of Securities with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The Common Shares are listed for trading on the TSXV under the symbol “TINY”. Trading price and volume information of the Common Shares will be provided as required in each prospectus supplement to this Prospectus.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences generally applicable to an investor acquiring, holding and disposing any Securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

DESCRIPTION OF COMMON SHARES

The Corporation is authorized to issue an unlimited number of Common Shares. As of the date of this Prospectus, there were 177,371,319 Common Shares issued and outstanding.

Each Common Share entitles the holder to receive notice of and to attend all meetings of the shareholders of the Corporation (“ Shareholders ”), other than meetings at which only the holders of another class or series of shares are entitled to vote. Each Common Share entitles the holder to one vote at all meetings of Shareholders. The holders of Common Shares, in the discretion of the board of directors of the Corporation (the “ Board of Directors ”), are entitled to receive out of any monies properly applicable to the payment of dividends, any dividends declared and payable on the Common Shares.

Upon any liquidation, dissolution or winding-up of the Corporation, or other distribution of the Corporation’s assets among its Shareholders for the purposes of winding-up the affairs of the Corporation, the holders of the Common Shares are entitled to share on a share-for-share basis in the distribution.

There are no pre-emptive or conversion rights and the Common Shares are not subject to redemption. All Common Shares currently outstanding and to be outstanding upon the exercise of any securities convertible into Common Shares, are or will be, fully paid and non-assessable.

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DESCRIPTION OF DEBT SECURITIES

The following description of the terms of Debt Securities sets forth certain general terms and provisions of Debt Securities in respect of which a Prospectus Supplement may be filed. The particular terms and provisions of Debt Securities offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Debt Securities.

Debt Securities may be issued separately or in combination with one or more other Securities. The Corporation may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this Prospectus.

The Debt Securities will generally be issued under one or more indentures (each, a “ Debt Indenture ”), in each case between the Corporation and one or more banks or trust companies as trustees (each, a “ Trustee ”).

The following description sets forth certain general terms and provisions of the Debt Securities and is not intended to be complete. The particular terms and provisions of the Debt Securities and a description of how the general terms and provisions described below may apply to the Debt Securities will be included in the applicable Prospectus Supplement. The following description is subject to the detailed provisions of any applicable Debt Indenture, a copy of which will be filed by the Corporation with the securities commission or similar regulatory authority in each of the applicable provinces of Canada after it has been entered into and will be available electronically under our profile on SEDAR at www.sedarplus.ca.

General

The Debt Securities may be issued from time to time in one or more series. The Corporation may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of such series.

Any Prospectus Supplement for Debt Securities supplementing this Prospectus will contain the specific terms and other information with respect to the Debt Securities being offered thereby. The description may include, but may not be limited to, any of the following, if applicable:

• (1) the designation, aggregate principal amount and authorized denominations of such Debt Securities;

• (2) any limit upon the aggregate principal amount of such Debt Securities;

• (3) the currency or currency units for which such Debt Securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars);

• (4) the offering price (at par, at a discount or at a premium) of such Debt Securities;

• (5) the denominations in which registered Debt Securities will be issuable;

• (6) the date or dates on which such Debt Securities will be issued and delivered;

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• (7) the date or dates on which such Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determination of such date(s);

• (8) the rate or rates per annum (either fixed or floating) at which such Debt Securities will bear interest (if any) and, if floating, the method of determination of such rate;

• (9) the date or dates from which any such interest will accrue and on which such interest will be payable and the record date or dates for the payment of such interest, or the method of determination of such date(s);

• (10) the covenants applicable to the Debt Securities;

• (11) the nature and priority of any security for the Debt Securities;

• (12) if applicable, the provisions for subordination of such Debt Securities to other indebtedness of the Corporation, and the extent of that subordination;

• (13) the Trustee(s) under the Debt Indenture pursuant to which such Debt Securities are to be issued;

• (14) each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange;

• (15) any redemption term or terms under which such Debt Securities may be defeased whether at or prior to maturity;

• (16) any repayment or sinking fund provisions;

• (17) any events of default applicable to such Debt Securities;

• (18) whether such Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

• (19) whether such Debt Securities will be exchangeable or convertible into Common Shares or other Securities of the Corporation, and the terms, conditions and procedures for such exchange or conversion and any provisions for the adjustment thereof;

• (20) if applicable, the ability of the Corporation to satisfy all or a portion of any redemption of such Debt Securities, any payment of any interest on such Debt Securities or any repayment of the principal owing upon the maturity of such Debt Securities through the issuance of securities of the Corporation or of any other entity, and any restriction(s) on the persons to whom such securities may be issued;

• (21) the provisions applicable to the modification of the terms of the Debt Indenture;

• (22) material Canadian federal income tax consequences of owning the Debt Securities; and

• (23) any other specific terms or covenants applicable to such Debt Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus. In addition, to

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the extent that any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.

Ranking

The Debt Securities will be direct secured or unsecured obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation as described in the applicable Prospectus Supplement. The Corporation reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Debt Securities in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Debt Securities described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Debt Securities.

DESCRIPTION OF WARRANTS

The following description sets forth certain general terms and provisions of Warrants that may be issued hereunder and is not intended to be complete. Warrants may be offered separately or together with other Securities and may be attached to or separate from other Securities. The Warrants either will be issued under a warrant indenture or agreement that will be entered into by the Corporation or a Trustee at the time of issuance of the Warrants or will be represented by warrant certificates.

Holders of Warrants are not shareholders of the Corporation. Potential purchasers of Warrants should refer to the warrant indenture, if any, relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of any warrant indenture, if any, relating to an offering or Warrants will be filed by the Corporation with the securities regulatory authorities in applicable Canadian offering jurisdictions after the Corporation has entered into it.

The particular terms and provisions of Warrants offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Warrants. This description may include, but is not limited to, any of the following, if applicable:

• (1) the title or designation of the Warrants;

• (2) the aggregate number of Warrants offered;

• (3) the currency or currency unit in which the Warrants are offered or denominated;

• (4) the price at which the Warrants will be offered;

• (5) the number of Common Shares and/or other Securities of the Corporation purchasable upon exercise of the Warrants and the procedures for exercise;

• (6) the exercise price of the Warrants;

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• (7) the dates or periods during which the Warrants are exercisable and when they expire;

• (8) any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;

• (9) the designation and terms of any other Securities with which the Warrants will be offered, if any, and the number of Warrants that will be offered with each such security;

• (10) the minimum or maximum amount, if any, of Warrants that may be exercised at any one time;

• (11) whether the Warrants will be subject to redemption or call provisions and, if so, the terms of such redemption or call provisions;

• (12) whether the Warrants will be issued in fully registered or global form;

• (13) the material income tax consequences of owning, holding and disposing of the Warrants; and

• (14) any other material terms and conditions of the Warrants including, without limitation, transferability and adjustment terms and whether the Warrants will be listed on a stock exchange.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Warrants in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Warrants described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Warrants.

DESCRIPTION OF UNITS

Units may be comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. A Unit Agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. This description may include, but is not limited to, any of the following, if applicable::

• (1) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;

• (2) the number of Units offered and the offering price of the Units;

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• (3) the currency or currency unit in which the Units are offered or denominated;

• (4) any provisions for the issuance, payment, settlement, exercise, conversion, transfer or exchange of the Units or of the Securities comprising the Units;

• (5) whether the Units will be issued in fully registered or global form; and

• (6) any other material terms and conditions of the Units.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Units in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Units described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Units.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following description sets forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete. A Subscription Receipt would entitle the holder thereof to receive a Common Share and/or other Securities, for no additional consideration, upon the completion of a particular transaction or event, typically an acquisition of the assets or securities of another entity by the Corporation or one or more of its subsidiaries. The subscription proceeds from an offering of Subscription Receipts will be held in escrow by an escrow agent pending the completion of the transaction or the termination time (the time at which the escrow terminates regardless of whether the transaction or event has occurred). Holders of Subscription Receipts will receive Common Shares and/or other Securities upon the completion of the particular transaction or event or, if the transaction or event does not occur by the termination time, a return of the subscription funds for their Subscription Receipts together with any interest or other income earned thereon. Holders of Subscription Receipts are not shareholders of the Corporation.

The particular terms and provisions of Subscription Receipts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. This description may include, but is not limited to, any of the following, if applicable:

• (1) the number of Subscription Receipts;

• (2) the price at which the Subscription Receipts will be offered;

• (3) the designation and terms of the Securities that may be acquired on exchange of the Subscription Receipts;

• (4)

• the name of the escrow agent;

• (5) the procedures for the exchange of the Subscription Receipts into Common Shares or other Securities;

• (6) the number of Common Shares or other Securities that may be obtained upon exercise of each Subscription Receipt;

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• (7) the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Common Share or Security;

• (8) the terms applicable to the holding and release or return of gross proceeds from the sale of the Subscription Receipts plus any interest earned thereon;

• (9) whether the Subscription Receipts will be subject to redemption or call provisions and, if so, the terms of such redemption or call provisions;

• (10) whether the Subscription Receipts will be issued in fully registered or global form; and

• (11) any other material terms and conditions of the Subscription Receipts.

Subscription Receipts may be offered separately or in combination with one or more other Securities. The Subscription Receipts will be issued under a subscription receipt agreement. A copy of the subscription receipt agreement will be filed by the Corporation with the securities commission or similar regulatory authority in each of the provinces of Canada after it has been entered into by the Corporation and will be available electronically under our profile on SEDAR at www.sedarplus.ca.

Pursuant to the Subscription Receipt Agreement, original purchasers of Subscription Receipts will have a contractual right of rescission against the Corporation, following the issuance of the underlying Common Shares or other Securities to such purchasers upon the surrender or deemed surrender of the Subscription Receipts, to receive the amount paid for the Subscription Receipts in the event that this Prospectus and any amendment thereto contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within 180 days from the closing date of the offering of Subscription Receipts.

RISK FACTORS

Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this Prospectus and the documents incorporated by reference herein, including the applicable Prospectus Supplement. Additional risk factors relating to a specific offering of Securities may be described in the applicable Prospectus Supplement. Some of the risk factors described herein and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, are interrelated and, consequently, investors should treat such risk factors as a whole. If any event arising from these risks occurs, our business, financial condition, operating results and future prospects, and your investment in the Securities could be materially adversely affected. Additional risks and uncertainties of which we currently are unaware or that are unknown or that we currently deem to be immaterial could have a material adverse effect on our business, financial condition, operating results and future prospects. We cannot assure you that we will successfully address any or all of these risks.

No Assurance of Active or Liquid Market

No assurance can be given that an active or liquid trading market for the Common Shares will be sustained. If an active or liquid market for the Common Shares fails to be sustained, the prices at which such shares trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of the Common Shares, the markets for similar securities, general economic conditions and the Corporation’s financial condition, historic financial performance and future prospects.

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There is no public market for the Preferred Shares, Debt Securities, Warrants, Units or Subscription Receipts and, unless otherwise specified in the applicable Prospectus Supplement, the Corporation does not intend to apply for listing of such Securities on any securities exchange. If the Preferred Shares, Debt Securities, Warrants, Units or Subscription Receipts are traded after their initial issue, they may trade at a discount from their initial offering prices depending on the market for similar securities and other factors including general economic conditions and the Corporation’s financial condition. There can be no assurance as to the liquidity of the trading market for the Preferred Shares, Debt Securities, Warrants, Units or Subscription Receipts or that a trading market for these Securities will develop.

Public Markets and Share Prices

The market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSXV, OTC Market or any other stock exchange could be subject to significant fluctuations in response to variations in the Corporation’s financial results or other factors. In addition, fluctuations in the stock market may adversely affect the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on a stock exchange regardless of the financial performance of the Corporation. Securities markets have also experienced significant price and volume fluctuations from time to time. In some instances, these fluctuations have been unrelated or disproportionate to the financial performance of issuers. Market fluctuations may adversely impact the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on a stock exchange. There can be no assurance of the price at which the Common Shares that become listed and posted for trading on a stock exchange will trade.

Additional Issuances and Dilution

The Corporation may issue and sell additional securities of the Corporation from time to time. The Corporation cannot predict the size of future issuances of securities of the Corporation or the effect, if any, that future issuances and sales of securities will have on the market price of any securities of the Corporation that are issued and outstanding from time to time. Sales or issuances of substantial amounts of securities of the Corporation, or the perception that such sales could occur, may adversely affect prevailing market prices for the securities of the Corporation that are issued and outstanding from time to time. With any additional sale or issuance of securities of the Corporation, holders will suffer dilution with respect to voting power and may experience dilution in the Corporation’s earnings per share. Moreover, this Prospectus may create a perceived risk of dilution resulting in downward pressure on the price of the Corporation’s issued and outstanding Common Shares, which could contribute to progressive declines in the prices of such securities.

Discretion Regarding Use of Proceeds

Management of the Corporation will have broad discretion with respect to the application of net proceeds received by the Corporation from the sale of Securities under this Prospectus or a future Prospectus Supplement and may spend such proceeds in ways that do not improve the Corporation’s results of operations or enhance the value of the Common Shares or its other securities issued and outstanding from time to time. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Corporation’s business or cause the price of the securities of the Corporation issued and outstanding from time to time to decline.

Negative Cash Flow from Operating Activities and Availability of Additional Financing is Uncertain

The Corporation has incurred net losses in the past and may incur losses in the future unless it can derive sufficient revenues from its business. There can be no assurance that sufficient revenues will be generated in the near future. To the extent that the Corporation has negative operating cash flows in future periods, it

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may need to deploy a portion of its existing working capital to fund such negative cash flows. The Corporation may require additional financing to fund its operations to the point where it is generating positive cash flows. Such future losses could have an adverse effect on the market price of the Common Shares, which could cause investors to lose part or all of their investment.

Even if its financial resources upon the completion of any offering of Securities pursuant to this Prospectus are sufficient to fund its current operations, there is no guarantee that the Corporation will be able to achieve its business objectives. The continued development of the Corporation may require additional financing in order to execute its business model and growth strategy. The Corporation has conducted investigations as to potential financing sources and the level of financing each component may reasonably be expected to contribute. However, the actual availability of financing, the involvement of any or all of the potential participant groups and their level of participation, and the details and terms of any eventual financing will be dependent on numerous conditions, including but not limited to general market conditions, global and local financial conditions, and other economic considerations at the time. While the Corporation anticipates that financing for its business activities and general working capital and corporate purposes can be arranged, such financing is highly dependent on factors outside of the Corporation’s control and there can be no assurance that the Corporation will be successful in arranging such financing at all, or if so, under acceptable terms and conditions. In addition, from time to time, the Corporation may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with equity and/or debt, which may temporarily increase the Corporation’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Corporation’s inability to raise financing for its business activities and general working capital and corporate purposes could limit its growth and may have a material adverse effect upon future profitability and on the market price of the Common Shares, which could cause investors to lose part or all of their investment.

Limited Operating History

The Corporation has a limited operating history. While members of the Corporation’s management team and the Board of Directors have significant expertise within the ecommerce sector, the Corporation itself has a limited history of operations and there can be no assurance that the business will be successful or profitable or the Corporation will be able to successfully execute its business model and growth strategy. If the Corporation is unable to execute its business model and growth strategy, it may have a material adverse effect on the Corporation’s business, results of operations and financial condition. Further, the Corporation will therefore be subject to many of the risks common to early-stage enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial, and other resources and limited revenues. There is no assurance that the Corporation will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of the early stage of operations.

Ability to Achieve the Desired Synergies and Benefits of the Transaction

The Transaction was completed with the expectation that it will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for the Corporation. These anticipated benefits will depend in part on whether Tiny Capital’s and WeCommerce’s operations can be integrated in an efficient and effective manner. The extent to which synergies are realized and the timing of such cannot be assured.

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The Corporation may be unable to successfully integrate the businesses and realize the anticipated benefits of the Transaction. The failure to achieve the desired synergies and benefits of the Transaction or the failure to successfully integrate the businesses of Tiny Capital and WeCommerce could have a material adverse effect on the market price of the Corporation’s Common Shares.

For additional information in respect of the risks affecting our business, see “ Documents Incorporated by Reference ”, including, without limitation: (i) the “ Risk Factors ” section of the Annual MD&A, (ii) the “ Risks Related to the Resulting Issuer following the Transaction ” and “ Risks Related to the Operations of WeCommerce ” section of the 2023 Information Circular, and (iii) the “ Risks Related to the Operations of Tiny and the Resulting Issuer ” section of Appendix H of the 2023 Information Circular, each of which is available under our profile on SEDAR at www.sedarplus.ca.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to the Securities, certain legal matters will be passed upon on our behalf by Fasken Martineau DuMoulin LLP. As of the date of this Prospectus, the partners and associates of Fasken Martineau DuMoulin LLP, as a group, beneficially own, directly or indirectly, less than 1% of any class of our outstanding securities.

AUDITORS, REGISTRAR AND TRANSFER AGENT

KPMG LLP, the independent auditor of the Corporation, WeCommerce Holdings Ltd., and Tiny Capital Ltd., is located in Vancouver, British Columbia and is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The transfer agent and registrar of the Common Shares is Computershare Investor Services Inc. at their office in Vancouver, British Columbia.

EXEMPTIONS

Section 2.2(d)(ii) of NI 44-101 requires that the Corporation have a “current AIF” (as defined in NI 44101), in at least one jurisdiction in which the Corporation is a reporting issuer in order to qualify to file a prospectus under NI 44-101 (the “ AIF Requirement ”). The Corporation is relying on the exemption provided in Subsection 2.7(2) of NI 44-101 to be relieved from the AIF Requirement. Subsection 2.7(2) of NI 44-101 provides that the AIF Requirement does not apply to a successor issuer if (a) the successor issuer is not exempt from the requirement to file annual financial statements, but the successor issuer has not yet, since the completion of the transaction giving rise to the creation of the successor issuer (the “ Restructuring Transaction ”), been required under applicable legislation to file annual financial statements and (b) an information circular relating to the Restructuring Transaction was filed by the successor issuer or an issuer that was a party to the Restructuring Transaction, and such information circular included disclosure in accordance with Item 14.2 of Form 51-102F5. As the Business Combination was completed on April 17, 2023, the Corporation is not yet required to file annual financial statements, and the 2023 Information Circular contains disclosure in accordance with Item 14.2 of Form 51-102F5.

Pursuant to a decision of the Autorité des marchés financiers dated August 23, 2023, the Corporation was granted a permanent exemption from the requirement to translate this prospectus into French, any of the documents incorporated by reference herein into French or any prospectus supplement to be filed in relation to an “at-the-market distribution” into French. This exemption is granted on the condition that this prospectus and any prospectus supplement be filed on the Corporation’s SEDAR profile and on the condition that this prospectus and any prospectus supplement (other than in relation to an “at-the-market

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distribution”) be translated into French, if the Corporation offers Securities to Québec purchasers in connection with an offering other than in relation to an “at-the-market distribution”.

PURCHASER’S STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto. In several of the provinces, securities legislation further provides the purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. However, purchasers of Securities distributed under an at-the-market distribution by the Corporation do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of National Instrument 44-102 - Shelf Distributions . A purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of Securities distributed under an at-the-market distribution by the Corporation may have against the Corporation or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

In addition, original purchasers of convertible, exchangeable or exercisable Securities (unless the Securities are reasonably regarded by the Corporation as incidental to the applicable offering as a whole) will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of the convertible, exchangeable or exercisable Security. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for the applicable convertible, exchangeable or exercisable Security (and any additional amount paid upon conversion, exchange or exercise) upon surrender of the underlying securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus.

In an offering of convertible, exchangeable or exercisable Subscription Receipts, Warrants or convertible, exchangeable or exercisable Debt Securities (or Units comprised partly thereof), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus is limited, in certain provincial securities legislation, to the price at which convertible, exchangeable or exercisable

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Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.

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CERTIFICATE OF TINY LTD.

Dated: September 29, 2023

This Prospectus, together with the documents incorporated in this Prospectus by reference, will, as of the date of the last supplement to this Prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus and the supplement(s) as required by the securities legislation of each of the provinces of Canada.

(Signed) “Andrew Wilkinson” (Signed) “David Charron” Co-Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors

(Signed) “Tim McElvaine” (Signed) “Carla Matheson” Director Director