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Tiny Ltd. Proxy Solicitation & Information Statement 2025

May 1, 2025

47831_rns_2025-05-01_c555c736-3aa3-4d4d-9967-ab6d6e414289.pdf

Proxy Solicitation & Information Statement

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TINY LTD.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
("Notice of Meeting")

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the holders (“Shareholders”) of Class A common shares (“Shares”) of Tiny Ltd. (the “Company” or “Tiny”) will be held on Thursday, June 5, 2025, at 11:00 AM (Pacific Time) at the Fairmont Empress, 721 Government Street, Victoria, B.C., V8W 1W5 in the Crystal Ballroom and Palm Court, for the following purposes:

  1. to receive the consolidated audited financial statements of the Company for the financial year ended December 31, 2024, together with the report of the auditor’s thereon;
  2. to set the number of directors at five until the next annual general meeting of Shareholders;
  3. to elect the directors of the Company to hold office until the next annual general meeting of Shareholders;
  4. to appoint KPMG LLP, Chartered Professional Accountants, as auditor to hold office until the next annual general meeting of shareholders at a remuneration to be fixed by the board of directors (the “Board”);
  5. to consider and, if deemed advisable, pass, with or without amendment, an ordinary resolution of the Shareholders approving certain amendments to the Company’s 10% rolling Omnibus Equity Incentive Plan (the “Omnibus Plan”), the full text of which is set out in the accompanying management information circular (the “Information Circular”);
  6. to consider and, if deemed advisable, pass, with or without amendment, an ordinary resolution re-approving the 10% rolling Omnibus Plan of the Company;
  7. to consider and, if deemed advisable, pass with or without amendment, a special resolution authorizing the Company to complete a consolidation of all of the then-issued and outstanding Shares of the Company on the basis of one (1) post-consolidation Share for up to every five (5) pre-consolidation Shares, or such other ratio to be determined by the Board; and
  8. to transact such other business as may properly come before the Meeting.

Shareholders should refer to the Information Circular for more detailed information with respect to the matters to be considered at the Meeting.

A registered shareholder may attend the Meeting in person or may be represented by proxy. Shareholders unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying voting form for use at the Meeting or any adjournment or postponement thereof. To be effective, the voting form must be mailed so as to reach or be deposited with Computershare Investor Services Inc, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the time set for the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the meeting or any other matters properly brought before the meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the meeting is routine and whether or not the amendment, variation or other matter that comes before the meeting is contested.

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If you are not a registered shareholder of the Company and received this Notice and the Information Circular through your broker or another intermediary, please complete and return the accompanying Instrument Proxy or Voting Instruction Form provided to you by such broker or other intermediary, in accordance with the instructions provided therein.

The Company's Board has fixed April 11, 2025 as the date (the "Record Date") for determination of Shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on the Record Date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular dated May 1, 2025 prepared by management in connection with the Meeting.

Notice-and-Access

The Company is using the "notice-and-access" system adopted by the Canadian Securities Administrators for the delivery of the Circular. Under notice-and-access, you still receive a voting form enabling you to vote at the Meeting. However, instead of a paper copy of the Information Circular, beneficial and registered shareholders receive this Notice which contains information about how to access the Information Circular electronically. The principal benefit of the notice-and-access system is that it reduces the environmental impact of producing and distributing paper copies of documents in large quantities. The Information Circular and voting provide additional information concerning the matters to be dealt with at the Meeting. You should access and review all information contained in the Information Circular before voting.

In respect of this Meeting, all Shareholders will receive the Notice Package, which will not include a paper copy of this Information Circular and certain other proxy-related materials (the "Meeting Materials"). The Company will not rely upon the use of 'stratification' to provide a paper copy of an information circular to some, but not all, of its shareholders.

This Notice and a voting form is being provided to non-objecting Beneficial Shareholders. The Company intends to pay for intermediaries to forward the Notice and voting form to objecting Beneficial Shareholders who have declined to authorize their intermediary to disclose information to the Company to allow the Company to send the Notice and voting form.

How to access the Information Circular electronically

  • On our website: www.tiny.com
  • On SEDAR+: www.sedarplus.com

How to obtain a paper copy of the Meeting Materials at no charge

BENEFICIAL SHAREHOLDER REGISTERED SHAREHOLDER
Call 1-877-907-7643 (toll-free in Canada and the United States) or go to proxyvote.com and enter the 16-digit control number shown on your voting instructions form. Before the Meeting After the Meeting
Call 1-866-962-0498 (toll-free within North America) or 514-982-8716 (international direct dial) Call 1-866-964-0492 (toll-free within North America) or 1-514-982-8714 (other countries)

If you request the Meeting Materials before the date of the meeting, it will be sent to you within three business days. To receive the Meeting Materials before the voting deadline and the date of the meeting, we estimate that your request must be received no later than 5:00 p.m. (Pacific Time) on Tuesday, May 27, 2025. If you request Meeting Materials on the date of the meeting or in the year following the filing of the Information Circular, it will be sent to you within ten calendar days of receiving your request.

Voting

If you are a Shareholder and you are not able to attend the Meeting, please carefully follow the instructions on the voting form. Shareholders may also vote at the Meeting as detailed under the heading "Voting Procedures and Attending the Meeting" of the Information Circular. Only Shareholders of record as at the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment or postponement thereof.

Shareholders are encouraged to vote online, by telephone or by completing, dating, signing and delivering the enclosed voting form in accordance with the instructions contained in the Meeting Materials and on the voting form which must be received by Computershare Investor Services Inc. no later than 11:00 a.m. (Pacific time) on June 3, 2025, or at least 48 hours (excluding Saturdays, Sundays and holidays in British Columbia) prior to any adjourned or postponed meeting. Non-registered Shareholders (for example, if you hold your Shares in an account with a broker, dealer or other intermediary) should follow the instructions in the voting instruction form or other document provided for additional information on how you can vote your Shares.

We are looking forward to meeting our Shareholders at the Meeting.

DATED at Vancouver, British Columbia as of May 1, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

"/s/ Andrew Wilkinson"

Andrew Wilkinson

Chair of the Board