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Tiny Ltd. M&A Activity 2026

Feb 5, 2026

47831_rns_2026-02-05_7b62662b-add4-458a-a94f-e466a353b8cf.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.

The Offer (as defined herein) has not been approved by any securities regulatory authority, nor has any securities regulatory authority expressed an opinion about the fairness or merits of such transactions, the securities offered pursuant to such transactions or the adequacy of the information contained in this document. Any representation to the contrary is an offence. For U.S. Debentureholders: See "U.S. Eligible Holders" for restrictions on eligibility to participate in the Offer.

THIS LETTER OF TRANSMITTAL IS ONLY FOR USE IN CONJUNCTION WITH THE OFFER BY TINY LTD. DATED FEBRUARY 5, 2026, FOR ALL OF THE SECURED CONVERTIBLE DEBENTURES (AS DEFINED HEREIN) OF TINY LTD.

The instructions accompanying this Letter of Transmittal should be read carefully before completing this Letter of Transmittal. 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 Letter of Transmittal.

LETTER OF TRANSMITTAL

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 P.M. (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 Depositary for the Offer: TSX Trust Company (the "Depositary")

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL 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") 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 Letter of Transmittal (as defined herein) have the meanings ascribed to them in the Offer to Purchase and Circular.

This letter of transmittal and the instructions hereto (as the same may be amended or supplemented from time to time, the "Letter of Transmittal"), together with the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery") and the Offer to Purchase and Circular (collectively, the "Offer Documents") constitute Tiny's offer (the "Offer") to purchase up to all of the 11.00% Secured Convertible Debentures due May 12, 2030 of

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Tiny (the "Debentures") issued and governed under the provisions of the Debenture Indenture between the Company and the Debenture Trustee (as defined in the Offer to Purchase) 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: (a) 12.5 Class A common share purchase warrants (the "Warrant Consideration" and each whole warrant, a "Warrant"), and (b) \$1,181.73 in cash plus a cash payment in respect of all accrued and unpaid interest outstanding on the Debentures up to and including the date that is three days prior to the Payment Date (the "Cash Consideration" and, together with the Warrant Consideration, the "Offer Consideration") upon the terms and subject to the conditions set forth in the Offer Documents. The terms and conditions of the Offer set forth in the Offer to Purchase and Circular are incorporated by reference in this Letter of Transmittal. Debentureholders should carefully review the information set forth in the Offer Documents.

To deposit Debentures pursuant to the Offer, Debentureholders must: (a) if the applicable Debentures are held in DRS (as defined herein) or certificated form, provide a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) with any required signature guarantees and any other documents (including the DRS or certificate representing the deposited Debentures) required by this Letter of Transmittal thereto which must be delivered to and received by the Depositary, being TSX Trust Company, at the address set forth herein, by the Expiry Time; (b) if the applicable Debentures are held in book-entry form through the facilities of CDS Clearing and Depositary Services Inc. ("CDS"), transfer the Debentures pursuant to the procedures for book-entry transfer, provided that the Depositary receives at its office at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, prior to the Expiry Time, a book-entry confirmation of transfer of Debentures into the Depositary's account established at CDS in accordance with the terms of the Offer, through the book-entry system administered by CDS; or (c) follow the guaranteed delivery procedure described below.

Debentureholders who, through their respective participants, utilize CDS' on-line tendering system ("CDSX") to accept the Offer through a book-entry transfer of their holdings into the applicable account of the Depositary with CDS will be deemed to have completed, executed and delivered a Letter of Transmittal and to have agreed to be bound by the terms and conditions of the Offer Documents and, therefore, such instructions received by the Depositary are considered a valid tender in accordance with the terms of the Offer. A Debentureholder who wishes to tender Debentures under the Offer and whose position is held through an investment dealer, stockbroker, bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to tender such Debentures under the Offer. Delivery of documents to CDS does not constitute delivery to the Depositary.

All payments will be issued in Canadian Dollars ("CAD") provided that a registered Debentureholder is to be paid a converted amount in United States Dollars ("USD") if either, (i) the registered Debentureholder has elected to receive USD by checking Box C in this Letter of Transmittal prior to the Effective Date, or (ii) the registered Debentureholder's address of record is outside of Canada and the Debentureholder has not made an election in Box C to receive CAD prior to the Effective Date, in which case such registered Debentureholder will have acknowledged and agreed to the terms set out therein. The Depositary's currency exchange services will be used to convert payment of the Consideration that each Debentureholder is entitled to receive. There is no additional fee payable by registered Debentureholders in relation to such conversions of payments.

If a Debentureholder wishes to tender Debentures pursuant to the Offer and cannot deliver DRS or certificates for such Debentures, or the book-entry transfer procedures set forth in the Offer to Purchase cannot be completed by the Expiry Time, or time will not permit all required documents to reach the Depositary prior to the Expiry Time, such Debentureholder must deposit their Debentures according to the guaranteed delivery procedure set forth in Section 4 of the Offer to Purchase, "Procedure for Depositing Debentures – Procedure for Guaranteed Delivery", by using the Notice of Guaranteed Delivery accompanying the Offer to Purchase and Circular. See Instruction 4 of this Letter of Transmittal.

In the case of any inconsistency between the terms of this Letter of Transmittal and the Offer to Purchase and Circular, the terms of the Offer to Purchase and Circular shall prevail.

Debentureholders must make their own decisions as to whether to deposit or refrain from depositing their Debentures, and, if deposited, the amount of their Debentures to deposit. Debentureholders are strongly

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urged to review and evaluate carefully all information in the Offer Documents and Tiny's filings available under Tiny's profile on SEDAR+ at www.sedarplus.com, and to consult their own financial, tax and legal advisors. Debentureholders should carefully consider the income tax consequences of depositing Debentures pursuant to the Offer. See Section 28 of the Circular, "Certain Canadian Federal Income Tax Considerations" and Section 29 of the Circular, "Certain U.S. Federal Income Tax Considerations".

The Offer is made by Tiny, a Canadian issuer, for its own securities, and while the Offer is subject to the disclosure requirements of the Province of British Columbia and the other provinces and territories of Canada, Debentureholders in the United States should be aware that these disclosure requirements are different from those of the United States. Financial statements of Tiny have been prepared in accordance with International Financial Reporting Standards and are subject to Canadian auditing and auditor independence standards and, therefore, they may not be comparable to financial statements of U.S. companies prepared in accordance with United States generally accepted accounting principles.

The enforcement by Debentureholders of civil liabilities under U.S. federal securities laws may be adversely affected by the fact that Tiny is organized under the federal laws of Canada, that certain of its directors and officers are residents of Canada, and that all or a substantial portion of the assets of Tiny and said persons are located outside the U.S. It may be difficult to effect service of process on Tiny, its officers and directors. Additionally, it might be difficult for Debentureholders to enforce judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws or the securities or "blue sky" laws of any state within the U.S. in a Canadian court against Tiny or any of its non-U.S. resident directors and officers or to bring an original action in a Canadian court to enforce liabilities based on U.S. federal or state securities laws against such persons.

Any questions or requests for assistance may be directed to the Depositary at the addresses and telephone numbers set forth in this Letter of Transmittal. Additional copies of the Offer Documents may be obtained from the Depositary. Manually executed photocopies of this Letter of Transmittal and the 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.

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TO: TINY LTD.

AND TO: TSX Trust Company, as Depositary, at its offices set out herein.

The undersigned (or the person on whose behalf a book-entry is made) delivers to you the deposited Debentures and, subject only to the provisions of the Offer regarding withdrawal, irrevocably accepts the Offer for such Debentures upon the terms and conditions contained in the Offer to Purchase and Circular. 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 Holder Principal Amount of
Debentures Represented
by DRS or Certificate(s)
Principal Amount of
Debentures Tendered
TOTAL:

For each \$1,000 principal amount of Debentures validly tendered and not properly withdrawn under the Offer by a Debentureholder and accepted for payment by Tiny pursuant to the Offer, such Debentureholder will receive the Offer Consideration in the amount to which such Debentureholder is entitled pursuant to the terms of the Offer.

A Debentureholder desiring to deposit only a portion of the aggregate principal amount of Debentures that such Debentureholder holds to the Offer may do so, provided that the principal amount of Debentures which is deposited under the Offer is in a denomination of \$1,000 or an integral multiple thereof.

To deposit Debentures pursuant to the Offer, Debentureholders must: (a) if the applicable Debentures are held in DRS or certificated form, provide a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) with any required signature guarantees and any other documents (including the DRS or certificate representing the deposited Debentures) required by this Letter of Transmittal thereto which must be delivered to and received by the Depositary, being TSX Trust Company, at the address set forth herein, by the Expiry Time; (b) if the applicable Debentures are held in book-entry form through the facilities of CDS, transfer the Debentures pursuant to the procedures for book-entry transfer, provided that the Depositary receives at its office in 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, prior to the Expiry Time, a book-entry confirmation of transfer of Debentures into the Depositary's account established at CDS in accordance with the terms of the Offer, through the book-entry system administered by CDS, or (c) follow the guaranteed delivery procedure described below.

Debentureholders who, through their respective participants, utilize CDSX to accept the Offer through a book-entry transfer of their holdings into the applicable account of the Depositary with CDS will be deemed to have completed, executed and delivered a Letter of Transmittal and to have agreed to be bound by the terms and conditions of the Offer Documents and, therefore, such instructions received by the Depositary are considered a valid tender in accordance with the terms of the Offer. A Debentureholder who wishes to tender Debentures under the Offer and whose position is held through an investment dealer, stockbroker, bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to tender such Debentures under the Offer. Delivery of documents to CDS does not constitute delivery to the Depositary.

If a Debentureholder wishes to tender Debentures pursuant to the Offer and cannot deliver DRS or certificates for such Debentures, or the book-entry transfer procedures set forth in the Offer to Purchase cannot be completed by the Expiry Time, or time will not permit all required documents to reach the Depositary prior to the Expiry Time, such Debentureholder must deposit their Debentures according to the guaranteed delivery procedure

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set forth in Section 4 of the Offer to Purchase, "Procedure for Depositing Debentures – Procedure for Guaranteed Delivery", by using the Notice of Guaranteed Delivery accompanying the Offer to Purchase and Circular. See Instruction 4 of this Letter of Transmittal.

DELIVERY IN A MANNER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO TINY OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.

YOU SHOULD RELY ONLY UPON THE INFORMATION CONTAINED IN THE OFFER DOCUMENTS. NONE OF TINY OR THE DEPOSITARY HAS AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH ADDITIONAL, DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. YOU SHOULD ASSUME THE INFORMATION APPEARING IN THE OFFER DOCUMENTS IS ACCURATE ONLY AS OF THE DATE THEREOF. TINY'S BUSINESS, FINANCIAL CONDITIONS, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO OR A SOLICITATION OF DEPOSITS FROM ANY PERSON IN ANY STATE WITHIN THE UNITED STATES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL OR, SUBJECT TO CERTAIN EXCEPTIONS, ANY OTHER JURISDICTION OUTSIDE OF CANADA IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE OFFER IS NOT BEING MADE TO, NOR WILL ANY DEPOSITS BE ACCEPTED FROM OR ON BEHALF OF: (I) DEBENTUREHOLDERS IN ANY STATE WITHIN THE UNITED STATES IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER IS UNLAWFUL OR, (II) SUBJECT TO CERTAIN EXCEPTIONS, ANY OTHER JURISDICTION OUTSIDE OF CANADA IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, TINY MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT MAY DEEM NECESSARY TO EXTEND THE OFFER TO DEBENTUREHOLDERS IN ANY SUCH JURISDICTION, INCLUDING IN ANY STATE WITHIN THE UNITED STATES, SUBJECT TO COMPLIANCE WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

DEBENTUREHOLDERS INTENDING TO PARTICIPATE IN THE OFFER WILL NOT BE ABLE TO PARTICIPATE IF DEBENTURES ARE NOT TENDERED ON OR PRIOR TO THE EXPIRY TIME.

Questions and requests for assistance relating to the procedures for tendering Debentures may be directed to the Depositary and requests for additional copies of the Offer Documents may be directed to the Depositary, in both cases at their address and telephone number on the back cover of this Letter of Transmittal. You may also consult your dealer, broker or other intermediary for assistance.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

A Debentureholder who tenders Debentures pursuant to the Offer (a "Tendering Debentureholder"), acknowledges receipt of the Offer to Purchase and Circular and that the terms and conditions of the Offer to Purchase and Circular are incorporated in, and form part of, this Letter of Transmittal, which shall be read and construed accordingly.

Upon the terms and subject to the conditions set forth in the Offer Documents, the Tendering Debentureholder hereby tenders the principal amount of Debentures indicated in this Letter of Transmittal or the book-entry confirmation delivered to the Depositary (the "Tendered Debentures") to Tiny.

Subject to, and effective upon, the acceptance for purchase of, and payment for, the Tendered Debentures by Tiny (the "Effective Time"), the Tendering Debentureholder (i) irrevocably sells, assigns and transfers to, or upon the order of, Tiny, all right, title and interest in and to all the Tendered Debentures, (ii) waives any and all rights with respect to such Tendered Debentures (including, without limitation, any existing or past defaults and their consequences in respect of such Debentures and the Trust Indenture), (iii) releases and discharges Tiny and its subsidiaries from any and all claims the Tendering Debentureholder may have now, or may have in the future arising out of, or related to, such Tendered Debentures, including, without limitation, any claims that the Tendering Debentureholder is entitled to receive additional principal or interest payments with respect to such Tendered Debentures, to participate in any redemption or defeasance of such Tendered Debentures or be entitled to any of the benefits under the Trust Indenture and (iv) irrevocably constitutes and appoints the Depositary and each director and officer of Tiny, and any other Persons designated by Tiny in writing, as the true and lawful agents, attorneys, attorneys-in-fact and proxies of the Tendering Debentureholder with respect to the Tendered Debentures, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Tendered Debentures on the appropriate securities register(s) of Tiny, together, in any such case, with all accompanying evidence of transfer and authenticity, to, or upon the order of, Tiny, (b) present such Tendered Debentures for transfer or cancellation on the relevant security register of Tiny, (c) for so long as any Tendered Debentures are registered or recorded in the name of the Tendering Debentureholder, exercise any and all rights of such Tendering Debentureholder including, without limitation, the right to vote, execute and deliver (provided the same is not contrary to applicable Laws), as and when determined by Tiny, any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to Tiny in respect of any or all Tendered Debentures, revoke any such instruments, authorizations or consents given prior to or after the Effective Time, and designate in any such instruments, authorizations or consents any person or persons as the proxyholder of such Tendering Debentureholder in respect of such Tendered Debentures for all purposes including, without limitation, in connection with any meeting or meetings (or any adjournments thereof) of holders of relevant securities of Tiny and (d) receive all benefits or otherwise exercise all rights of beneficial ownership of such Tendered Debentures, all in accordance with the terms and conditions of the Offer. The Tendering Debentureholder revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Tendered Debentures and agrees that no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise will be granted with respect to such Tendered Debentures.

The Tendering Debentureholder accepts the Offer under the terms of this Letter of Transmittal (including by book-entry transfer) and revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the Tendering Debentureholder at any time with respect to the Tendered Debentures. The Tendering Debentureholder agrees that (i) no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Tendered Debentures by or on behalf of the Tendering Debentureholder and (ii) the Tendering Debentureholder will not exercise its right to convert, surrender for conversion, or otherwise attempt to convert, Tendered Debentures for, or into, Class A common shares in the capital of the Company, in the case of each of (i) and (ii), unless the Tendered Debentures are not taken up and paid for under the Offer or are withdrawn in accordance with the terms set out under Section 6 of the Offer to Purchase, "Withdrawal Rights".

The Tendering Debentureholder understands that tender of the Tendered Debentures pursuant to the

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procedures described under Section 4 of the Offer to Purchase, "Procedure for Depositing Debentures", and in the instructions hereto and acceptance thereof by Tiny will constitute a binding agreement between the Tendering Debentureholder and Tiny upon the terms and subject to the conditions of the Offer. The Tendering Debentureholder recognizes that Tiny is not nor will it be required to accept for purchase any of the Tendered Debentures.

The Tendering Debentureholder acknowledges and agrees that Debentures tendered to the Offer may only be withdrawn by or on behalf of the Tendering Debentureholder (i) at any time prior to the Expiry Time, (ii) if the Debentures have not been taken up by Tiny before actual receipt by the Depositary of a valid notice of withdrawal in respect of such Debentures, (iii) if the Debentures have been taken up but not paid for by Tiny within three business days of being taken up or (iv) at any time before the expiration of ten days from the date that a notice of change or notice of variation (other than a variation that (a) consists solely of an increase in the consideration offered for the Debentures under the Offer where the time for deposit is extended to not later than ten days after the date of the notice of variation, or (b) consists solely of the waiver of one or more conditions of the Offer) has been given in accordance with the Offer.

For a withdrawal to be effective, a written notice of withdrawal must be actually received by the Depositary by the applicable date specified above at the place of deposit of the relevant Debentures. Any such notice of withdrawal must be signed by or on behalf of the person who signed the Letter of Transmittal in respect of the Debentures being withdrawn or, in the case of Debentures tendered by a CDS participant through CDSX, be signed by such participant in the same manner as the participant's name is listed on the applicable book-entry confirmation, and must specify the name of the person who deposited the Debentures to be withdrawn, the name of the registered holder, if different from that of the person who deposited such Debentures, and the number of Debentures to be withdrawn. If the DRS or certificates for the Debentures deposited pursuant to the Offer have been delivered or otherwise identified to the Depositary, then, prior to the release of such DRS or certificates, the Tendering Debentureholder must submit the holder account number or serial numbers shown on the particular DRS or certificates, respectively, evidencing the Debentures to be withdrawn and the signature on the notice of withdrawal may need to be guaranteed by an Eligible Institution (as defined herein). The withdrawal will take effect only upon actual receipt by the Depositary of a properly completed and executed notice of withdrawal in writing. Tendering Debentureholders should contact their dealer, broker or other intermediary for assistance. A withdrawal of Debentures deposited pursuant to the Offer may only be accomplished in accordance with the foregoing procedure.

The Tendering Debentureholder hereby represents and warrants that the Tendering Debentureholder (unless otherwise noted below) (i) owns the Tendered Debentures, free and clear of any hypothecs, mortgages, liens, charges, restrictions, security interests, claims, pledges, equitable interests and encumbrances of any nature or kind whatsoever and has not sold, assigned or transferred, or agreed to sell, assign or transfer, any of the Tendered Debentures to any other person, and is entitled to tender such Tendered Debentures and elects to participate in the Offer by tendering the Debentures; (ii) has full power and authority to execute this Letter of Transmittal and to tender, sell, assign and transfer the Tendered Debentures and that, when the same are accepted for purchase and paid for by Tiny, Tiny will acquire good, marketable and unencumbered title thereto, free and clear of hypothecs, mortgages, liens, charges, restrictions, security interests, claims, pledges, equitable interests and encumbrances of any nature or kind whatsoever, and the same will not be subject to any adverse claim or right; (iii) the execution and delivery of, and the performance of its obligations under, the Letter of Transmittal and the tendering of the Tendered Debentures, do not and will not as at the Effective Time violate or conflict with any applicable law and, if the undersigned is a corporation, its constating documents, or give rise to any rights of first refusal or other preemptive, preferential or similar rights to purchase any of the Tendered Debentures so deposited; (iv) there are no approvals or authorizations required to be obtained by the undersigned in respect of the execution and delivery of the Letter of Transmittal by it or the deposit of such Tendered Debentures; (v) did not receive the Offer to Purchase in any other jurisdiction outside of Canada, and is not tendering the Debentures from any jurisdiction outside of Canada, unless in either case it has disclosed to Tiny the jurisdiction other than Canada in which it is located or resident, and Tiny has determined in its sole discretion that it will permit the participation of Debentureholders in such other jurisdiction after having taken such steps and in accordance with such procedures as it has determined necessary or desirable to comply with the applicable laws of such other jurisdiction; (vi) has not exercised its conversion right in respect of the Tendered Debentures; (vii) confirms all information inserted by Tendering Debentureholder into this Letter of Transmittal is complete, true and accurate, including, without limitation, the

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undersigned's jurisdiction of residence; (viii) if such Tendering Debentureholder is a "U.S. holder", as defined in Rule 800(h) promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act"), such Tendering Debentureholder does not hold the Debentures as "restricted securities" within the meaning of Rule 144(a)(3) promulgated under the Securities Act; (ix) has such knowledge and experience in business and financial matters as to be capable of evaluating Tiny and its business and the risks and merits of an investment in the Warrants; and (x) has been afforded the opportunity to obtain such additional information from Tiny and its own independent legal and other advisors that it has considered necessary in connection with its decision to tender its Debentures to the Offer. The representations and warranties of the Tendering Debentureholder contained herein shall survive the completion of the Offer for a period of two years.

The Tendering Debentureholder will, upon request of Tiny or the Depositary, execute and deliver any additional documents, transfers and other assurances deemed by Tiny or the Depositary to be necessary or desirable to complete the sale, assignment and transfer of the Tendered Debentures.

No authority herein conferred or agreed to be conferred by this Letter of may be exercised during any subsequent legal incapacity of such Debentureholder and will, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the Debentureholder and all obligations of the Debentureholder therein will be binding upon the heirs, personal representatives, successors and assigns of such Debentureholder.

For the purposes of the Offer, the Tendering Debentureholder understands that Tiny will be deemed to have accepted for purchase validly tendered Debentures (or defectively tendered Debentures with respect to which Tiny has waived such defect or defects) only if, as and when Tiny gives written notice thereof to the Depositary.

The Tendering Debentureholder understands that, notwithstanding any other provision of the Offer, Tiny's acceptance to purchase any Debentures validly tendered and not validly withdrawn pursuant to the Offer is conditioned upon the conditions set out under Section 8 of the Offer to Purchase, "Conditions of the Offer", in respect of the Offer having occurred or been satisfied or having been waived by Tiny. Tiny reserves the absolute right, in its sole discretion, to waive or vary any of the conditions of the Offer, in whole or in part, at any time and from time to time, both before and after the Expiry Time, without prejudice to any other rights which Tiny may have.

The Offer is being made for all of the issued and outstanding Debentures and is conditional upon at least two-thirds (66 and 2/3%) of the aggregate principal amount of the issued and outstanding Debentures having tendered to the Offer. In addition, the Offer is subject to other conditions, and Tiny reserves the right to withdraw the Offer and not take up and pay for any Debentures deposited under the Offer unless certain conditions are satisfied. See Section 8 of the Offer to Purchase, "Conditions of the Offer".

Any Debentures not accepted for purchase will be returned to the Tendering Debentureholder as promptly as practicable following the Expiry Time or termination of the Offer.

Payment for Debentures purchased pursuant to the Offer will be made by causing the Warrant Agent (as defined in the Offer to Purchase) to issue a sufficient number of Warrants for transmittal to Tendering Debentureholders to satisfy the Warrant Consideration and providing the Depositary with sufficient funds (by bank transfer or other means satisfactory to the Depositary) to pay the Cash Consideration for transmittal to Tendering Debentureholders. The Depositary will act as agent for the Tendering Debentureholders for the purpose of receiving payment from Tiny, and transmitting such payment to such applicable Tendering Debentureholders (including to CDS on behalf of the Tendering Debentureholders). Receipt by the Depositary of payment for such Debentures will be deemed to constitute receipt of payment by persons depositing Debentures.

The undersigned understands and acknowledges that each of Tiny and the Depositary, as applicable, shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration otherwise payable to any Debentureholder under the Offer such amount as it is required to deduct and withhold with respect to such payment under the Income Tax Act (Canada), or any provision of any applicable federal, provincial, territorial, state, local or foreign tax law, and remit (or cause to be remitted) such deducted or withholding amount to the appropriate taxing authority. To the extent that amounts are deducted and withheld, such amounts shall be treated for all purposes of the Offer as having been paid to the Debentureholder in respect of which such deduction and

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withholding was made, provided that such deducted and withheld amounts are actually remitted to the appropriate taxing authority.

The Tendering Debentureholder acknowledges that the delivery and surrender of Debentures is not effective, and the risk of loss of Debentures does not pass to the Depositary, until receipt by the Depositary of a properly executed Letter of Transmittal, a transmitted book-entry confirmation, or a properly executed Notice of Guaranteed Delivery together with all accompanying evidences of authority and any other required documents in a form satisfactory to Tiny and, if applicable, the Depositary. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Tendered Debentures will be determined by Tiny, in Tiny's sole discretion (which determination shall be final and binding).

The Tendering Debentureholder hereby recognizes and acknowledges that (i) Tiny expressly reserves the absolute right in its sole discretion, subject to applicable Law, to reject any or all tenders of any Tendered Debentures determined by it not to be in the proper form or amounts or, if the acceptance for payment of, or payment for, such Tendered Debentures may, in the opinion of Tiny's counsel, be unlawful under the laws of any applicable jurisdiction, (ii) Tiny also reserves the absolute right, in its sole discretion, to waive or vary any of the conditions of the Offer or any defect or irregularity in any tender with respect to Debentures, whether or not similar defects or irregularities are waived in the case of other Debentureholders, (iii) Tiny's interpretation of the terms and conditions of the Offer, the Offer Documents and any other related documents shall be final and binding, (iv) no tender of Tendered Debentures will be deemed to have been validly made until all defects and irregularities have been cured or expressly waived, (v) none of Tiny, the Debenture Trustee, the Warrant Agent, CDS, the Depositary, or any other person will be under any duty to give notification of any defects or irregularities in tenders to any Tendering Debentureholder or will incur any liability for failure to give any such notification and (vi) if Tiny determines that the Tendering Debentureholder has not properly tendered its Debentures and it determines not to waive such defective tenders, such Tendering Debentureholder's Tendered Debentures will be promptly returned to the Tendering Debentureholder following the Expiry Time. If Tiny waives its right to reject a defective tender of Tendered Debentures, the Tendering Debentureholder will be entitled to receive the Offer Consideration, as payment for take-up under the Offer.

Tendering Debentureholders will not be required to pay any fee or commission if they accept the Offer by depositing their Debentures directly with the Depositary. However, Debentureholders are cautioned to consult with their own investment dealers, brokers, bank, trust companies or other intermediaries to determine whether any fees or commissions are payable to such persons in connection with a deposit of Debentures pursuant to the Offer. Tiny will pay all fees and expenses of the Depositary in connection with the Offer.

U.S. Eligible Holders

The Offer is being made, and the Offer Consideration is being offered, only to existing holders of the Debentures in the United States who are accredited investors ("Accredited Investors") within the meaning of Rule 501(a) of Regulation D ("Regulation D") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), to whom the Warrants are offered in the United States in a transaction not involving a public offering pursuant to Section 4(a)(2) of the Securities Act. The holders of Debentures who have certified to the Company that they are Accredited Investors and eligible to participate in the Offer are referred to as "U.S. Eligible Holders". Only U.S. Eligible Holders are authorized to receive or review the Offer Documents and to participate in the Offer. U.S. Eligible Holders are required to represent and warrant as to their status as U.S. Eligible Holders prior to receiving the Offer Documents and, upon tendering any Debentures, will be required to represent and warrant as to their status as U.S. Eligible Holders.

THE WARRANTS 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 ARE BEING OFFERED WITHIN THE UNITED STATES ONLY TO ELIGIBLE EXISTING DEBENTUREHOLDERS THAT ARE ACCREDITED INVESTORS MEETING ONE OR MORE OF THE CRITERIA IN RULE 501(a) OF REGULATION D IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. IN THE UNITED STATES, THE WARRANTS AND THE WARRANT SHARES ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE U.S. SECURITIES ACT. THE SECURITIES ARE

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SUBJECT TO TRANSFER RESTRICTIONS AND MAY ONLY BE EXERCISED OR TRANSFERRED IN ACCORDANCE WITH THE RESTRICTIONS REFERRED TO IN SECTION 12 OF THE OFFER TO PURCHASE, "NOTICE TO U.S. DEBENTUREHOLDERS AND OFFER RESTRICTIONS".

U.S. ELIGIBLE HOLDERS PARTICIPATING IN THE OFFER MUST COMPLETE AND EXECUTE THE FORM OF U.S. ACCREDITED INVESTOR CERTIFICATE AS SEPARATELY FURNISHED BY THE COMPANY.

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BOX A

DEBENTUREHOLDER INFORMATION
AND ELECTION
[All Debentureholders must complete this Box A.]
ISSUE OFFER CONSIDERATION
IN THE NAME OF:
(PLEASE USE PRINT CHARACTERS)
(NAME)
(STREET NUMBER AND NAME)
(CITY AND PROVINCE/STATE)
(COUNTRY AND POSTAL/ZIP CODE)
(TELEPHONE NUMBER (BUSINESS HOURS))
(SOCIAL INSURANCE/SECURITY NUMBER)
(IDENTIFICATION NUMBER)
(Canadian Debentureholders that are individuals must provide their Social Insurance No.; All U.S. Eligible Holders must provide their Taxpayer
Identification No. and complete IRS Form W-9. See "Important U.S. Tax Information For U.S. Debentureholders below.)
If the funds payable in cash exceed C\$25,000,000, they must be wired to you and the Depositary will contact you.
Please check the applicable box(es) below with respect to the payment and delivery of the Offer Consideration.

MAIL CASH CONSIDERATION (VIA CHEQUE) AND WARRANT CONSIDERATION TO ADDRESS PROVIDED
ABOVE (DEFAULT)

MAIL CASH CONSIDERATION (VIA CHEQUE) AND/OR WARRANT CONSIDERATION TO A DIFFERENT
ADDRESS (MUST COMPLETE BOX B)

HOLD CASH CONSIDERATION (VIA CHEQUE) AND WARRANT CONSIDERATION FOR PICKUP AT TSX
TRUST COMPANY'S TORONTO OFFICE

DELIVER CASH CONSIDERATION VIA WIRE (MUST COMPLETE BOX D) AND

MAIL WARRANT CONSIDERATION TO ADDRESS PROVIDED ABOVE (DEFAULT)

MAIL WARRANT CONSIDERATION TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)

HOLD WARRANT CONSIDERATION FOR PICKUP AT TX TRUST COMPANY'S TORONTO
OFFICE

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BOX B DELIVERY INFORMATION

SEND CONSIDERATION TO 3rd PARTY ADDRESS: [This box is to be completed ONLY if the Offer Consideration to which the undersigned is entitled pursuant to the Offer is to be sent to someone other than the person provided in Box A or to an address other than the address provided in Box A.] Mail: Cash Consideration, and/or Warrant Consideration to: (NAME) (STREET NUMBER AND NAME) (CITY AND PROVINCE/STATE) (COUNTRY AND POSTAL/ZIP CODE) (TELEPHONE NUMBER (BUSINESS HOURS)

(SOCIAL INSURANCE/SECURITY NUMBER)

(Canadian Debentureholders that are individuals must provide their Social Insurance No.; All U.S. Debentureholders must

BOX C CURRENCY ELECTION

[All Debentureholders should complete this Box C.]

ALL CASH CONSIDERATION PAYMENTS TO CANADIAN RESIDENTS WILL BE ISSUED IN CANADIAN DOLLARS. ALL CASH CONSIDERATION PAYMENTS TO NON-RESIDENTS OF CANADA WILL BE ISSUED IN UNITED STATES DOLLARS. ALTERNATIVELY, REGISTERED DEBENTUREHOLDERS CAN ELECT TO RECEIVE THEIR PREFERRED CURRENCY BY COMPLETING THE ELECTION BOX BELOW PRIOR TO THE EFFECTIVE DATE

  • Issue my Cash Consideration payment(s) in Canadian dollars
  • Issue my Cash Consideration payment(s) in United States dollars

By electing to receive payment in United States dollars ("USD") instead of Canadian dollars ("CAD"), the undersigned acknowledges and agrees that (a) the exchange rate used to convert the payment(s) from CAD to USD will be the rate established by the Depositary, in its capacity as foreign exchange service provider to Tiny, on the date that the funds are converted; which rates will be based on the prevailing market rates on such date; (b) the risks associated with the currency conversion from CAD to USD, including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion will be borne by the undersigned and neither Tiny nor the Depositary nor any of their respective affiliates are responsible for any such matters; and (c) the Depositary may earn a commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency.

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BOX D

WIRE PAYMENT*

[All Debentureholders electing to be paid by wire transfer must complete this box.]

*PLEASE NOTE THAT THERE IS A \$100 (PLUS APPLICABLE TAXES) BANKING FEE ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE ISSUED AT NO ADDITIONAL COST.

*IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, THE DEPOSITORY, TSX TRUST COMPANY, WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHEQUE WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD. NO FEES WILL BE CHARGED.

EMAIL ADDRESS: Please provide an email address and phone number in the event that we need to contact you for corrective measures:
PHONE NUMBER:
**Beneficiary Name(s) that appears on the account at your financial institution – this MUST be the same name and address that your Debentures are registered to
**Beneficiary Address (Note: PO Boxes will not be accepted) **City Province/State
Postal Code/Zip Code
**Beneficiary Bank/Financial Institution
**Bank Address **City Province/State
Postal Code/Zip Code
**Bank Account No. Bank No. & Transit No. (Canadian Banks) PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION. YOU ARE NOT REQUIRED TO COMPLETE ALL BOXES
ABA/Routing No. (US Banks)
SWIFT or BIC Code (3 digits & 5 digits)
IBAN Number
(9 digits)
Sort Code (GBP)
(11 characters – if you only have eight, put 'XXX' for the last three)
Additional Notes and special routing instructions:

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BOX E
NOTICE
OF
GUARANTEED
DELIVERY
[All Debentureholders delivering a Notice of Guarantee must complete this Box E.]
Check here if certificates for Tendered Debentures are being delivered pursuant to a Notice of Guaranteed Delivery
previously sent to the Toronto, Canada office of the Depositary and complete the following:
Name of Registered Owners(s)
Date of Execution of Notice of Guaranteed Delivery
Window Ticket Number (if any)
Name of Eligible Institution Which Guaranteed Delivery
In the case of any inconsistency between the terms of this Letter of Transmittal and a Notice of Guaranteed Delivery
previously sent, the election on the Notice of Guaranteed Delivery previously sent shall prevail.
BOX
F
DEBENTUREHOLDER(S)
SIGN
HERE
[All Debentureholders must complete this box.]
By signing below, the Debentureholder expressly agreesto the terms and conditionsset forth herein.
Must be duly executed by registered Debentureholder(s) exactly as name(s) appear(s) on certificate(s) or by person(s)
authorized to become registered owner(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If
signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another person acting
in a fiduciary or representative capacity, please set forth the full title and see Instruction 3 of this Letter of Transmittal.
Authorized Signature(s)
(Debentureholder(s) or Authorized Representative(s))
(Debentureholder(s) or Authorized Representative(s))
Name
(Please Print)
Capacity
Address
(Include Postal (ZIP) Code)
Telephone

Dated

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BOX G LOST, STOLEN OR DESTROYED CERTIFICATES

destroyed.] [This box is to be completed ONLY if certificates representing Debentures being tendered have been lost, stolen or
The undersigned either (check one):
lost his or her certificate(s) representing Debentures;
had his or her certificate(s) representing Debentures stolen; or
had his or her certificate(s) representing Debentures destroyed.
If a certificate representing Debentures has been lost, stolen or destroyed, this Letter of Transmittal, including this Box G,
must be completed as fully as possible and forwarded, together with a letter describing the loss, theft or destruction and
providing a telephone number to the Depositary. The Depositary will respond with the replacement requirements.
BOX H
GUARANTEE
OF
SIGNATURE(S)*
Authorized Signature:
(Signature(s) of Guarantor)
Name of Guarantor
(Include Postal (ZIP) Code)
Area Code and Telephone Number:
Email Address:
Dated:

Title:

Address

* See instruction 6 for information regarding Debentureholders required to complete this Box H.

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BOX I

JURISIDICTION OF RESIDENCE

[All Debentureholders must complete this Box I.]

Indicate (i) your residence status for purposes of the Income Tax Act (Canada) (the "Tax Act") if you are the beneficial owner of the Tendered Debentures (the "Beneficial Owner") or (ii) the residence status of the Beneficial Owner(s) of the Tendered Debentures if you hold on behalf of the Beneficial Owner(s).

The undersigned certifies that the Beneficial Owner(s) (please check one box only):
purposes of the Tax Act; is (are all) resident in Canada for purposes of the Tax Act or, if a partnership, is a "Canadian partnership" for the
for the purposes of the Tax Act; or is (are all) not a resident of Canada for the purposes of the Tax Act or, if a partnership, is not a "Canadian partnership"
aggregate principal amount of Debentures tendered on behalf of each is as follows: include Beneficial Owners who are resident in Canada and not resident in Canada for purposes of the Tax Act, and the
Beneficial Owners resident in Canada: aggregate principal amount of Debentures
Beneficial Owners not resident in Canada:aggregate principal amount of Debentures

BOX J

STATUS AS U.S. DEBENTUREHOLDER

[All Debentureholders must complete this Box J.]

Indicate whether or not you are a U.S. Debentureholder or are acting on behalf of a U.S. Debentureholder by checking the applicable box below. A U.S. Debentureholder is any holder of Debentures that is either (a) providing or has provided an address in Box A or F (or Box B, if applicable) that is located within the United States or any territory or possession thereof or (b) a "U.S. person" for United States federal income tax purposes as defined in "Important U.S. Tax Information for U.S. Debentureholder" below. Please check the appropriate box.

The person signing this Letter of Transmittal is not a U.S. Debentureholder and is not acting on behalf of a U.S.
Debentureholder.
The
person
signing
this Letter of
Transmittal is a
U.S. Debentureholder
or is acting on behalf of
a U.S.
Debentureholder.

If you are a U.S. Debentureholder or acting on behalf of a U.S. Debentureholder, then in order to avoid U.S. backup withholding, you must generally complete the enclosed IRS Form W-9. If you are a U.S. Debentureholder but you are not a U.S. person for U.S. federal income tax purposes, then you must complete the appropriate IRS Form W-8 to avoid backup withholding. If you require an IRS Form W-8, please contact the Depositary or download the appropriate IRS Form W-8 at www.irs.gov.

IMPORTANT: This Letter of Transmittal or a manually signed photocopy of it (together with certificates for the Debentures and all other required documents) or the Notice of Guaranteed Delivery, as applicable, must be received by the Depositary at or before the Expiry Time.

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INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Procedures for Tendering Debentures. Tender of Debentures must be made pursuant to the procedures described under Section 4 in the Offer to Purchase, "Procedure for Depositing Debentures". To deposit Debentures pursuant to the Offer, Debentureholders must: (a) provide a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) with any required signature guarantees and any other documents (including the DRS or certificate representing the deposited Debentures) required by the Letter of Transmittal which must be delivered to, received by, the Depositary, being TSX Trust Company, at the address set forth herein, by the Expiry Time; (b) or, if the applicable Debentures are held in book-entry form through the facilities of CDS, follow the procedures for a book-entry transfer established by CDS through CDSX, provided that a book-entry confirmation through CDSX is received by the Depositary at its Toronto, Canada office address set forth herein prior to the Expiry Time; or (c) follow the guaranteed delivery procedure described herein.

Debentureholders who utilize CDSX to accept the Offer by a book-entry transfer of their holdings into the applicable account of the Depositary with CDS will be deemed to have completed, executed and delivered a Letter of Transmittal and to have agreed to be bound by the terms and conditions of the Offer Documents. A Debentureholder who wishes to tender Debentures under the Offer and whose position is held through an investment dealer, stockbroker, bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to tender such Debentures under the Offer.

This Letter of Transmittal is being supplied only for informational purposes to persons who hold Debentures in book-entry form through the facilities of CDS. By tendering through CDSX, a Tendering Debentureholder waives any right to receive any notice of the acceptance for purchase of Tendered Debentures.

For a full description of the procedures for tendering Debentures, see Section 4 in the Offer to Purchase, "Procedure for Depositing Debentures".

  • 2. Use of the Letter of Transmittal. This Letter of Transmittal (or an originally signified electronic copy thereof) together with the deposited Debentures must be received by the Depositary at any of the offices specified on the last page of this Letter of Transmittal before 5:00 p.m. (Toronto Time) on March 12, 2026, the Expiry Time, unless the Offer is extended, varied or terminated. Delivery will be deemed effective only when this Letter of Transmittal and the deposited Debentures are actually received by the Depositary. This Letter of Transmittal is for use by registered holders of Debentures only. If you hold your Debentures in the name of a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, you should contact that nominee for instructions and assistance in delivering your Debentures.
  • 3. Fiduciaries, Representatives and Authorizations. Where this Letter of Transmittal is executed by a person on behalf of an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative or fiduciary capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of their proof of appointment and authority to act. Any of Tiny or the Depositary, at their discretion, may require additional evidence of appointment or authority or additional documentation.
  • 4. Notice of Guaranteed Delivery. If a Debentureholder wishes to tender Debentures pursuant to the Offer and cannot deliver DRS or certificates for such Debentures, or the book-entry transfer procedures described in the Offer 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 below);
  • (b) a properly completed and duly executed Notice of Guaranteed Delivery, or a manually executed photocopy thereof, in the form provided by Tiny through the Depositary is received by the

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  • Depositary at its office set forth in this document, prior to the Expiry Time, which must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery;
  • (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 tendered Debentures in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal, or a manually executed thereof, or in the case of a book-entry transfer, a book-entry confirmation through the CDSX system, relating to such Debentures, with signatures guaranteed by an Eligible Institution if so required in Instruction 6 below, and any other documents required by this Letter of Transmittal, are received by the Depositary at its office address set forth in this Letter of Transmittal before 5:00 p.m. (Toronto time) on or before the first trading day on the TSX after the Expiry Date.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by email or by mail to the office of the Depositary as set out in this Letter of Transmittal and the Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying DRS or certificate(s) representing the Debentures and all other required documents to any office other than the Toronto, Canada office of the Depositary specified in this Letter of Transmittal 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 the Notice of Guaranteed Delivery by the Expiry Time.

The tender information specified in a Notice of Guaranteed Delivery by a person completing such Notice of Guaranteed Delivery will, in all circumstances, take precedence over the tender information that is specified in the related Letter of Transmittal that is subsequently tendered.

The method of delivery of all documents, including DRS or certificates for Debentures, is at the election and risk of the tendering Debentureholder. Delivery of a certificate representing Debentures is only effective upon actual receipt by the Depositary. If delivery is by mail, registered mail (properly insured) is recommended, and it is suggested that mailing be made sufficiently in advance of the Expiry Time to permit delivery to the Depositary on or prior to such date.

Tiny will not purchase any fractional Debentures, nor will it accept any alternative, conditional or contingent tenders except as specifically permitted by the Offer. All tendering Debentureholders, by execution of this Letter of Transmittal (or a manually executed photocopy of it), waive any right to receive any notice of the acceptance of their tender.

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).

5. Signatures. This Letter of Transmittal must be completed and executed by the holder of Debentures accepting the Offer described above or by such holder's duly authorized representative (in accordance with Instruction 3).

If this Letter of Transmittal is signed by the registered Debentureholder of the accompanying DRS or certificate(s), such signature(s) on this Letter of Transmittal must correspond exactly with the name(s) as registered and as written on the face of such DRS or certificate(s) without any change whatsoever. If such deposited DRS or certificate(s) are owned of record by two or more joint holders, all such owners must sign this Letter of Transmittal.

If this Letter of Transmittal is executed by a person other than the registered Debentureholder of the DRS or certificate(s) deposited herewith, or if payment or delivery is to be made, or DRS or certificates representing Debentures not purchased or deposited are to be issued to a person other than such registered Debentureholder or sent to an address other than the address of such registered Debentureholder shown on the register(s) of registered Debentureholder maintained by or on behalf of Tiny:

{18}------------------------------------------------

  • (a) the accompanying DRS or certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney, in either case, duly and properly completed by the registered Debentureholder; and
  • (b) the signature on the endorsement panel of the DRS or certificate(s) or share transfer power of attorney must correspond exactly to the name(s) of the registered Debentureholder as registered or as written on the face of the DRS or certificate(s) and must be guaranteed by an Eligible Institution, as noted in Instruction 6 below.

Notwithstanding Instruction 5(a), when this Letter of Transmittal is duly executed by the registered Debentureholder of the Debentures listed and transmitted hereby, no endorsements of DRS or certificate(s) representing such Debentures or separate share transfer power of attorney are required unless payment is to be made, or the DRS or certificates for Debentures not tendered by the undersigned or not purchased by Tiny, are to be issued, to a person other than the registered Debentureholder. Any signature(s) required on such DRS or certificates or stock powers must be guaranteed by an Eligible Institution.

If any Tendered Debentures are registered in different names on several DRS or certificates, it will be necessary to complete, sign, and submit as many separate Letters of Transmittal as there are different registrations of DRS or certificates.

  • 6. Guarantee of Signatures. No signature guarantee is required if either:
  • (a) this Letter of Transmittal is duly executed by the registered Debentureholder exactly as the name(s) of the registered Debentureholder appears on the Debenture DRS or certificate(s) deposited with this Letter of Transmittal and payment and delivery is to be made directly to such registered Debentureholder pursuant to the information provided in Boxes A and F above; or
  • (b) such Debentures are deposited for the account of a firm which is an Eligible Institution.

In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal by completing Box H, "Guarantee of Signature(s)". See Instruction 5 in this Letter of Transmittal.

  • 7. Partial Tenders. If less than the total number of Debentures evidenced by any DRS or certificate are submitted to be deposited under the Offer, fill in the number of Debentures to be deposited in the appropriate space on this Letter of Transmittal. In such case, new DRS or certificate(s) for the number of Debentures not deposited will be sent to the registered owner as soon as practicable following the Expiry Time, unless otherwise provided in the appropriate box on this Letter of Transmittal. The total number of Debentures evidenced by all DRS or certificates delivered will be deemed to have been deposited unless otherwise indicated.
  • 8. Lost Certificates. If a debenture certificate has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible, including by completing Box G, and forwarded, together with a letter describing the loss, to the Depositary.
  • 9. Withdrawal Rights. Debentures tendered may be withdrawn (i) at any time prior to the Expiry Time, (ii) if the Debentures have not been taken up by Tiny before actual receipt by the Depositary of a valid notice of withdrawal in respect of such Debentures, (iii) if the Debentures have been taken up but not paid for by Tiny within three business days of being taken up or (iv) at any time before the expiration of ten days from the date that a notice of change or notice of variation (other than a variation that (a) consists solely of an increase in the consideration offered for the Debentures under the Offer where the time for deposit is extended to not later than ten days after the date of the notice of variation or (b) consists solely of the waiver of one or more conditions of the Offer) has been given in accordance with the Offer. For a full description of the procedures for withdrawing Tendered Debentures, see Section 6 in the Offer to Purchase, "Withdrawal Rights".
  • 10. Determination of Validity. All questions as to the validity, form, eligibility (including the time of

{19}------------------------------------------------

receipt) and acceptance for purchase of any tenders of Debentures pursuant to the procedures described in the Offer to Purchase and Circular, this Letter of Transmittal and the Notice of Guaranteed Delivery and the form and validity of all documents will be determined by Tiny, in its sole discretion, which determination shall be final and binding on all parties. Tiny expressly reserves the absolute right in its sole discretion, subject to applicable law, to reject any or all tenders of any Debentures determined by it not to be in proper form or amounts or, if the acceptance for payment of, or payment for, such Debentures may be unlawful under the laws of any applicable jurisdiction. Tiny also reserves the absolute right, in its sole discretion, to waive or vary any of the conditions of the Offer, or any defect or irregularity in any tender with respect to Debentures, whether or not similar defects or irregularities are waived in the case of other Debentureholders. Tiny's interpretations of the terms and conditions of the Offer (including, without limitation, the instructions in this Letter of Transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as Tiny shall determine. None of Tiny, the Debenture Trustee, the Warrant Agent, CDS, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Tenders of such Debentures shall not be deemed to have been made until such irregularities have been cured or waived. Any Debentures received by the Depositary that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the Depositary to the Debentureholders, as promptly as practical following the Expiry Time. Notwithstanding any other provision hereof, payment for Debentures tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of DRS or certificates for such Debentures, a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) relating to such Debentures, with signatures that are guaranteed if so required and any other documents required by this Letter of Transmittal or, in the case of a book-entry transfer, a book-entry confirmation through the CDSX system and any other documents required by the Letter of Transmittal.

  • 11. Requests For Assistance or Additional Copies. Questions relating to the procedure for tendering Debentures and requests for assistance may be directed to the Depositary, whose address, e-mail and telephone number appears on the back cover of this Letter of Transmittal. Requests for additional copies of any of the Offer Documents may also be directed to the Depositary.
  • 12. Currency of Payments. All cash amounts payable under the Offer will be paid in CAD, provided that a registered Debentureholder is to be paid a converted amount in USD if either, (i) the registered Debentureholder has elected to receive USD by checking Box C in this Letter of Transmittal prior to the Effective Date, or (ii) the registered Debentureholder's address of record is outside of Canada and the Debentureholder has not made an election in Box C to receive CAD prior to the Effective Date and such registered Debentureholder will have acknowledged and agreed to the terms set out in Box C.

13. Miscellaneous:

  • (a) If the spaces provided in any box of this Letter of Transmittal are inadequate, the required information should be listed on a separate signed schedule and attached to this Letter of Transmittal.
  • (b) The Debentureholder acknowledges that any payment made by way of cheque by the Depositary in accordance with the Offer that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth (6th) anniversary of the Effective Time, and any right or claim to payment under the Offer that remains outstanding on the sixth (6th) anniversary of the Effective Time will cease to represent a right or claim of any kind or nature and the right of the holder to receive the Offer Consideration in accordance with the Offer will terminate and be deemed to be surrendered and forfeited to Tiny, as applicable, for no consideration.
  • (c) This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

IMPORTANT: ALL REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRY TIME.

{20}------------------------------------------------

IMPORTANT U.S. TAX INFORMATION FOR U.S. DEBENTUREHOLDERS

For purposes of this Letter of Transmittal, a "U.S. person" is a beneficial owner of Debentures that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership or other entity classified as a corporation or partnership for U.S. federal income tax purposes that is created or organized in or under the laws of the United States or any state or political subdivision thereof or therein, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income or (d) a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (ii) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

To avoid U.S. backup withholding tax on payments pursuant to the Offer, a U.S. Debentureholder who is a U.S. person depositing Debentures must, unless an exemption applies, provide the Depositary with such holder's correct taxpayer identification number ("TIN") or employer identification number ("EIN"), certify under penalties of perjury that such TIN or EIN is correct (or that such holder is waiting for a TIN or EIN to be issued) and provide certain other certifications by completing the IRS Form W-9 included in this Letter of Transmittal. If a U.S. Debentureholder who is a U.S. person does not provide his, her or its correct TIN or EIN or fails to provide the required certifications, the IRS may impose certain penalties on such holder and payments to such holder pursuant to the Offer may be subject to U.S. backup withholding at a rate currently equal to 24%. All U.S. Debentureholders who are U.S. persons tendering Debentures pursuant to the Offer should complete and sign the IRS Form W-9 to provide the information and certifications necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Depositary). To the extent that a U.S. Debentureholder designates another U.S. person to receive payment, such other person may be required to provide a properly completed IRS Form W-9.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding may be credited against the U.S. federal income tax liability of the person subject to the backup withholding. If backup withholding results in an overpayment of tax, a refund can be obtained by timely providing the required information to the IRS.

If a U.S. Debentureholder who is a U.S. person has not been issued a TIN or EIN and has applied for a TIN or EIN or intends to apply for a TIN or EIN in the near future, then the U.S. Debentureholder should write "Applied For" in the space for the TIN or EIN in Part I of IRS Form W-9 and should sign and date the form. If the Depositary has not been provided with a properly certified TIN or EIN by the time of payment, backup withholding will apply. If the Debentures are held in more than one name or are not in the name of the actual owner, consult the instructions on the enclosed IRS Form W-9 for guidance on which name and TIN or EIN to report.

Certain U.S. Debentureholders (such as corporations) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt U.S. Debentureholders should nonetheless enter the appropriate exempt payee code on, and provide, IRS Form W-9. See the enclosed IRS Form W-9 for instructions.

A U.S. Debentureholder that is not a U.S. person and is not acting on behalf of a U.S. person, should not complete IRS Form W-9. However, to establish an exemption from backup withholding, such U.S. Debentureholder must properly complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable, attesting to such exempt status. An appropriate IRS Form W-8 may be obtained from the Depositary or on the IRS website (www.irs.gov).

ALL U.S. DEBENTUREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE HOW THE FOREGOING BACKUP WITHHOLDING AND REPORTING REQUIREMENTS APPLY TO THEM WITH REGARD TO THEIR PARTICULAR CIRCUMSTANCES.

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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 a.m. to 5:00 p.m. EST - business days only

Inquiries:

8:30 a.m. to 5:00 p.m. EST - business days only North American Toll Free: 1-800-387-0825 Telephone: 416-682-3860 E-Mail: [email protected]

Any questions or requests for assistance may be directed to the Depositary at the addresses and telephone numbers set forth above. Additional copies of the Offer Documents may be obtained from the Depositary or from the undersigned's local broker, dealer, commercial bank, or trust company. Manually executed photocopies of this Letter of Transmittal and the 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.

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Request for Taxpayer Identification Number and Certification

Go to www.irs.gov/FormW9 for instructions and the latest information.

Give form to the requester. Do not send to the IRS.

ппеппа ınev eride Service
Befor e yo u begin. For guidance related to the purpose of Form W-9, see Purpose of Form , below.
1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the o entity's name on line 2.) wner's na ıme on I ine 1, and er iter t the bus iness /disre egarded
2 Business name/disregarded entity name, if different from above.
n page 3. Check the appropriate box for federal tax classification of the entity/individual whose name is entered only one of the following seven boxes. Individual/sole proprietor C corporation S corporation Partnership . Check 4 certa in er ns (coontities, not in divid uals;
s o LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) E xempt pay ee cod e (if aı ny)
Print or type.
See Specific Instructions on page
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check box for the tax classification of its owner. C ance Act (F ount Tax
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Specifi I . If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax
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this box if you have any foreign partners, owners, or beneficiaries. See instructions
, o acco
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See 5 Address (number, street, and apt. or suite no.). See instructions. Request er's nar ne and addre ess ( option al)
6 City, state, and ZIP code
7 List account number(s) here (optional)
Par Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to av oid Social secu ity nu mbe r
reside nt al thholding. For individuals, this is generally your social security number (SSN). However, filen, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other _
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Emplo yer id entific atio n num ber
e account is in more than one name, see the instructions for line 1. See also What Name of Give the Requester for guidelines on whose number to enter. and -
Par t II Certification
Unde per alties of perjury, I certify that:
2. I ar
Ser
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nber shown on this form is my correct taxpayer identification number (or I am waiting for subject to backup withholding because (a) I am exempt from backup withholding, or (b) (IRS) that I am subject to backup withholding as a result of a failure to report all interest cer subject to backup withholding; and I have n ot beer n notif fied by y th e Inter
3. I ar nal J.S. citizen or other U.S. person (defined below); and
4. The FA7 CA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting g is corr ect.
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on instructions. You must cross out item 2 above if you have been notified by the IRS that you have failed to report all interest and dividends on your tax return. For real estate transactic or abandonment of secured property, cancellation of debt, contributions to an individual retinterest and dividends, you are not required to sign the certification, but you must provide you ons, item
irement a
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Sian Signature of

General Instructions

U.S. person

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

What's New

Here

Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification.

New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they

Date

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must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

  • Form 1099-INT (interest earned or paid).
  • Form 1099-DIV (dividends, including those from stocks or mutual funds).
  • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds).
  • Form 1099-NEC (nonemployee compensation).
  • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers).
  • Form 1099-S (proceeds from real estate transactions).
  • Form 1099-K (merchant card and third-party network transactions).
  • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition).
  • Form 1099-C (canceled debt).
  • Form 1099-A (acquisition or abandonment of secured property).

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

By signing the filled-out form, you:

    1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued);
    1. Certify that you are not subject to backup withholding; or
    1. Claim exemption from backup withholding if you are a U.S. exempt payee; and
    1. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and
    1. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

  • An individual who is a U.S. citizen or U.S. resident alien;
  • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;
  • An estate (other than a foreign estate); or
  • A domestic trust (as defined in Regulations section 301,7701-7).

Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.

The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.

  • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity.
  • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust.
  • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust.

See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(I)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

    1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
    1. The treaty article addressing the income.
    1. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
    1. The type and amount of income that qualifies for the exemption from tax.
    1. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

    1. You do not furnish your TIN to the requester;
    1. You do not certify your TIN when required (see the instructions for Part II for details);
    1. The IRS tells the requester that you furnished an incorrect TIN;
    1. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or
    1. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under "By signing the filled-out form" above (for reportable interest and dividend accounts opened after 1983 only).

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Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier.

What Is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of \$50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a \$500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

• Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application.

  • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as" (DBA) name on line 2.
  • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.
  • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2.
  • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For

example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2.

Line 3a

Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a.

IF the entity/individual on line 1 is a(n) THEN check the box for
Corporation Corporation.
Individual or Individual/sole proprietor.
Sole proprietorship
LLC classified as a partnership
for U.S. federal tax purposes or LLC that has filed Form 8832 or
2553 electing to be taxed as a
corporation
Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation.
Partnership Partnership.
Trust/estate Trust/estate.

Line 3b

Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b.

Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply.

Line 4 Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

  • Generally, individuals (including sole proprietors) are not exempt from backup withholding.
  • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.
  • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions.
  • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

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  • 2—The United States or any of its agencies or instrumentalities.
  • 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
  • 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities.
  • 5-A corporation.
  • 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory
  • $7!-!A$ futures commission merchant registered with the Commodity Futures Trading Commission.
  • 8-A real estate investment trust.
  • 9—An entity registered at all times during the tax year under the Investment Company Act of 1940.
  • 10—A common trust fund operated by a bank under section 584(a).
  • 11-A financial institution as defined under section 581.
  • 12—A middleman known in the investment community as a nominee or custodian.
  • 13—A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

3
IF the payment is for THEN the payment is exempt for
Interest and dividend payments All exempt payees except for 7.
Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions
and patronage dividends
Exempt payees 1 through 4.
Payments over \$600 required to
be reported and direct sales over
\$5,000 1
Generally, exempt payees 1 through 5.2
Payments made in settlement of
payment card or third-party
network transactions
Exempt payees 1 through 4.

<sup>1 See Form 1099-MISC, Miscellaneous Information, and its instructions.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) entered on the line for a FATCA exemption code.

  • A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37).
  • B—The United States or any of its agencies or instrumentalities.
  • C-A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
  • D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i).
  • E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i).

  • F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state.

  • G-A real estate investment trust.
  • H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940.
  • I-A common trust fund as defined in section 584(a).
  • J-A bank as defined in section 581.
  • K-A broker.
  • L—A trust exempt from tax under section 664 or described in section 4947(a)(1).
  • M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan.

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter "NEW" at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

<sup>2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

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Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

    1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification
    1. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
  • 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.
  • 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
    1. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account: Give name and SSN of:
1. Individual The individual
Two or more individuals (joint account)
other than an account maintained by
an FFI
The actual owner of the account or, if combined funds, the first individual on the account 1
Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account
Custodial account of a minor (Uniform Gift to Minors Act) The minor 2
  1. a. The usual revocable savings trust
    (grantor is also trustee)
The grantor-trustee 1
  • b. So-called trust account that is not
    a legal or valid trust under state law
The actual owner 1
  1. Sole proprietorship or disregarded
    entity owned by an individual
The owner 3
7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))** The grantor*
For this type of account: Give name and EIN of:
Disregarded entity not owned by an individual The owner
9. A valid trust, estate, or pension trust Legal entity 4
10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation
  1. Association, club, religious, charitable,
    educational, or other tax-exempt
    organization
The organization
12. Partnership or multi-member LLC The partnership
13. A broker or registered nominee The broker or nominee
14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity
  1. Grantor trust filing Form 1041 or
    under the Optional Filing Method 2,
    requiring Form 1099 (see Regulations
    section 1.671-4(b)(2)(i)(B))**
The trust

<sup>1List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

  • 3 You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
  • 4List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)
  • *Note: The grantor must also provide a Form W-9 to the trustee of the trust
  • ** For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

  • Protect your SSN,
  • Ensure your employer is protecting your SSN, and
  • Be careful when choosing a tax return preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

<sup>2Circle the minor's name and furnish the minor's SSN.

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Form W-9 (Rev. 3-2024)

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.ldentityTheft.gov and Pub. 5027.

Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.

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