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Tiny Ltd. — M&A Activity 2026
Feb 5, 2026
47831_rns_2026-02-05_362c4e50-1d43-49a3-a155-4d734da6f76e.pdf
M&A Activity
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This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, please contact your dealer, broker or financial, legal, tax or other professional advisors.
This is not a letter of transmittal. This notice of guaranteed delivery is for use in accepting the Offer (as defined herein). Please read the accompanying Offer to Purchase and Circular (as defined herein) and Letter of Transmittal (as defined herein) before completing this notice of guaranteed delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS ONLY FOR USE IN CONJUNCTION WITH THE OFFER BY TINY LTD. DATED FEBRUARY 5, 2026 FOR ALL OF THE DEBENTURES (AS DEFINED HEREIN) OF TINY LTD.
The instructions accompanying this notice of guaranteed delivery should be read carefully before completing this notice of guaranteed delivery. Please contact the Depositary (see below for address and telephone number) or your broker or other financial advisor if you have any questions or require assistance in completing this notice of guaranteed delivery.
NOTICE OF GUARANTEED DELIVERY
TO DEPOSIT 11.00% SECURED CONVERTIBLE DEBENTURES DUE MAY 12, 2030 OF TINY LTD.

PURSUANT TO THE OFFER TO PURCHASE DATED FEBRUARY 5, 2026
THE OFFER WILL BE OPEN FOR ACCEPTANCE COMMENCING ON THE DATE HEREOF UNTIL 5:00 PM (TORONTO TIME) ON MARCH 12, 2026, UNLESS EXTENDED, VARIED OR TERMINATED BY TINY LTD. IN ACCORDANCE WITH ITS TERMS. DEBENTUREHOLDERS WILL BE ENTITLED TO RECEIVE THE OFFER CONSIDERATION FOR DEBENTURES ONLY IF THEY VALIDLY TENDER THEIR DEBENTURES (AND DO NOT VALIDLY WITHDRAW TENDERED DEBENTURES) PRIOR TO THE EXPIRY TIME.
THE INSTRUCTIONS ACCOMPANYING THIS NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY.
All capitalized terms used herein and not defined shall have the meanings ascribed to them in the offer to purchase of Tiny Ltd. ("Tiny" or the "Company") dated February 5, 2026 (as the same may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying issuer bid circular (as the same may be amended or supplemented from time to time, the "Circular", and together with the Offer to Purchase, the "Offer to Purchase and Circular"). Capitalized terms used herein but not defined in this notice of guaranteed delivery (the "Notice of Guaranteed Delivery") have the meanings ascribed to them in the Offer to Purchase and Circular.
This Notice of Guaranteed Delivery, together with the related letter of transmittal (the "Letter of Transmittal"), the Offer to Purchase and Circular (collectively, the "Offer Documents") constitute Tiny's offer (the "Offer") to purchase up to all of the issued and outstanding 11.00% Secured Convertible Debentures due May 12, 2030 of Tiny (the "Debentures") issued and governed under the provisions of the Debenture Indenture between the Company and the Debenture Trustee from the holders thereof (each, a "Debentureholder") upon the terms and subject to the conditions set forth in the Offer Documents. The consideration per \$1,000 principal amount of Debentures pursuant to the Offer is: (i) 12.5 Class A common share purchase warrants; and (ii) \$1,181.73 in cash plus interest accrued on the Debentures up to and including the day that is three days prior to the Payment Date (the "Offer Consideration"). The terms and conditions of the Offer set forth in the Offer Documents are incorporated by reference in this Notice of Guaranteed Delivery. Debentureholders should carefully review the information set forth in the Offer Documents.
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Use this Notice of Guaranteed Delivery only if (i) the DRS (as defined herein) or certificates representing the Debentures to be deposited are not immediately available, (ii) the book-entry transfer procedures set forth in Section 4 of the Offer to Purchase, "Procedure for Depositing Debentures" cannot be completed prior to the Expiry Time, or (iii) time will not permit all required documents to reach the Depositary prior to the Expiry Time. This Notice of Guaranteed Delivery may be delivered by hand or transmitted by email or by mail to the office of the Depositary in Toronto, Canada set forth in this Notice of Guaranteed Delivery. See Section 4 of the Offer to Purchase, "Procedure for Depositing Debentures – Procedure for Guaranteed Delivery".
In the case of any inconsistency between the terms of this Notice of Guaranteed Delivery and the Offer to Purchase and Circular, the terms of the Offer to Purchase and Circular shall prevail.
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Any questions or requests for assistance may be directed to the Depositary at the addresses and telephone numbers set forth in this Notice of Guaranteed Delivery. Additional copies of the Offer Documents may be obtained from the Depositary. Manually executed photocopies of this Notice of Guaranteed Delivery will be accepted. Debentureholders may also contact their investment dealer, stockbroker, commercial bank, trust company or other nominee for assistance concerning the Offer.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN THE TORONTO, CANADA OFFICE ADDRESS OF THE DEPOSITARY SET FORTH IN THIS DOCUMENT WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. DELIVERIES TO TINY OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS NOTICE OF GUARANTEED DELIVERY IN THE APPROPRIATE SPACE PROVIDED BELOW, AND MUST INCLUDE A GUARANTEE BY AN ELIGIBLE INSTITUTION, AND MUST DELIVER A LETTER OF TRANSMITTAL AND THE DRS OR CERTIFICATES REPRESENTING YOUR DEBENTURES TO THE TORONTO, CANADA OFFICE ADDRESS OF THE DEPOSITARY, AS MORE FULLY DESCRIBED BELOW.
WHEN AND HOW TO USE THIS NOTICE OF GUARANTEED DELIVERY
If a Debentureholder wishes to tender Debentures pursuant to the Offer and cannot deliver the DRS or certificates for such Debentures, or the book-entry transfer procedures described in the Offer to Purchase and Circular cannot be completed prior to the Expiry Time, or time will not permit all required documents to reach the Depositary prior to the Expiry Time, such Debentures may nevertheless be deposited if all the following conditions are met:
- (a) such deposit is made by or through an Eligible Institution (as defined herein);
- (b) this properly completed and duly executed Notice of Guaranteed Delivery, or a manually executed photocopy thereof, is received by the Depositary at its office in Toronto, Canada as set out in this Notice of Guaranteed Delivery, prior to the Expiry Time;
- (c) the Debentureholder otherwise complies with the guaranteed delivery procedure as set forth in Section 4 of the Offer to Purchase, "Procedure for Depositing Debentures"; and
- (d) the DRS or certificates for all deposited Debentures in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal, or a manually executed photocopy thereof, relating to such Debentures, with signatures guaranteed by an Eligible Institution if so required in accordance with the Letter of Transmittal, and any other documents required by the Letter of Transmittal, are received by the Depositary at its Toronto, Canada office address on or before 5:00 p.m. (Toronto time) on the first trading day on the Toronto Stock Exchange (the "TSX") after the Expiry Time.
This Notice of Guaranteed Delivery may be delivered by hand or transmitted by email or by mail to the office of the Depositary in Toronto, Canada, as set out in this Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in this Notice of Guaranteed Delivery. Delivery of this Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying DRS or certificates representing Debentures and all other required documents to any office other than the Toronto, Canada office of the Depositary specified in this Notice of Guaranteed Delivery does not constitute delivery for purposes of satisfying a guaranteed delivery. For Debentures to be validly tendered pursuant to the guaranteed delivery procedure, the Depositary must receive this Notice of Guaranteed Delivery by the Expiry Time.
An "Eligible Institution" means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP).
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TO: TINY LTD.
AND TO: TSX TRUST COMPANY, as Depositary, at its offices set out herein.
By Registered Mail, Mail, Hand or Courier 100 Adelaide Street West, Suite 301 Toronto, Ontario M5H 4H1 Attention: Corporate Actions
E-mail: [email protected]
This Notice of Guaranteed Delivery may be delivered by hand or transmitted by email or by registered mail or mail to the office of the Depositary in Toronto, Canada, as set out in this Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in this Notice of Guaranteed Delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures on the Letter of Transmittal. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature must appear in Box H, "Guarantee of Signature(s)", in the Letter of Transmittal.
DO NOT SEND DEBENTURE DRS OR CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. DEBENTURE DRS OR CERTIFICATES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL.
The undersigned hereby tenders to the Company, in the manner indicated below, upon the terms and subject to the conditions set forth in the Offer to Purchase and Circular, the related Letter of Transmittal and this Notice of Guaranteed Delivery, receipt of which is hereby acknowledged, the principal amount of Debentures indicated below pursuant to the guaranteed delivery procedures set forth in Section 4 of the Offer to Purchase, "Procedure for Depositing Debentures – Procedure for Guaranteed Delivery". The following are the details of the deposited Debentures:
| Direct Registration Statement ("DRS") Holder Account Number(s) or Certificate Number(s), if applicable |
Name of the Holder |
Principal Amount of Debentures Represented by Certificate(s) or DRS Statements |
Principal Amount of Debentures Tendered |
|---|---|---|---|
| TOTAL: |
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IMPORTANT: This Notice of Guaranteed Delivery (or a manually executed photocopy thereof), properly completed and duly executed and guaranteed by an Eligible Institution, must be received by the Depositary at its Toronto, Canada office address prior to the Expiry Time. Thereafter, the DRS or certificates representing the deposited Debentures along with the properly completed and duly executed Letter of Transmittal and all other documents required by the Letter of Transmittal must be received by the Depositary at its Toronto, Canada office address on or before 5:00 p.m. (Toronto time) on the first trading day on the TSX after the Expiry Time.
Delivery of this Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying DRS or certificates representing Debentures and all other required documents to any office other than the Toronto, Canada office of the Depositary specified in this Notice of Guaranteed Delivery does not constitute delivery for purposes of satisfying a guaranteed delivery. For Debentures to be validly tendered pursuant to the guaranteed delivery procedure, the Depositary must receive this Notice of Guaranteed Delivery by the Expiry Time.
The Eligible Institution which completes this form must send the guarantee to the Depositary and must deliver (i) the Letter of Transmittal and accompanying DRS or certificates for tendered Debentures or (ii) in the case of a bookentry transfer, a Book- Entry Confirmation through the CDSX system, to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
The undersigned understands and acknowledges that payment for Debentures tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) with accompanying DRS or certificate(s) for such Debentures, or, in the case of a book-entry transfer, a book-entry confirmation through the CDSX system, relating to such Debentures, with the signatures guaranteed if required, and all other documents required by the Letter of Transmittal before 5:00 p.m. (Toronto time) on or before the first trading day on the TSX after the Expiry Time.
The undersigned also understands and acknowledges that under no circumstances will interest accrue or be paid by the Company or the Depositary on the purchase price for any Debentures regardless of any delay in making payment, including any delay in making payment or otherwise to any person using the guaranteed delivery procedures, and that payment for Debentures deposited pursuant to the guaranteed delivery procedures will be the same as that for Debentures delivered to the Depositary on or prior to the Expiry Time, even if the Debentures to be delivered pursuant to the guaranteed delivery proceduresset forth in Section 4 of the Offer to Purchase, "Procedure for Depositing Debentures", are not so delivered to the Depositary at such date and, therefore, payment by the Depositary on account of such Debentures is not made until after the date the payment for the deposited Debentures accepted for payment pursuant to the Offer is to be made by the Company.
All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery is irrevocable and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by applicable law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
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| Signature(s) of Registered Debentureholder(s): Name(s) of Registered Debentureholder(s): Address(es): Postal Code/Zip Code: Dated: Area Code and Tel. No.: GUARANTEE (Not to be used for signature guarantees) The undersigned, a Canadian Schedule I chartered bank, a member of the Securities Transfer Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP), guarantees to deliver to the address set forth in this Notice of Guaranteed Delivery, DRS or the tendered hereby, in proper form for transfer, with delivery of a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) and any other required documents, on or before 5:00 p.m. (Toronto time) on the first trading day on the TSX after the Expiry Time. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and deliver the tendered Debentures to the Depositary within the time period stated result in financial loss to such Eligible Institution. Name of Firm Authorized Signature: Address of Firm Name (please type or print) (Postal Code or Zip Code) Title: |
DEBENTUREHOLDER(S) SIGNATURE(S) |
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| Agents Medallion Depositary at its certificates representing the Debentures must herein. Failure to do so could |
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| Area Code and Tel. No. Dated: |
The tender information specified in this Notice of Guaranteed Delivery will, in all circumstances, take precedence over any inconsistent tender information that is specified in the related Letter of Transmittal that is subsequently deposited.
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The Depositary for the Offer is TSX Trust Company
By Registered Mail, Mail, Hand or Courier
Toronto:
100 Adelaide Street West, Suite 301 Toronto, Ontario M5H 4H1
Attention: Corporate Actions
Securities Counter hours: 8:30 am to 5:00 pm EST - business days only
Inquiries:
8:30 am to 5:00 pm EST - business days only North American Toll Free: 1-800-387-0825 Telephone: 416-682-3860 E-Mail: [email protected]