Mr. Mike McKenna reports

TINY ANNOUNCES BOND OFFERING AND ISSUER BID FOR DEBENTURES

Tiny Ltd. has mandated Pareto Securities AS to arrange a series of fixed-income investor meetings commencing on Feb. 2, 2026, in connection with a potential issuance of fixed-rate senior secured callable bonds. Tiny intends to commence an issuer bid for the company's issued and outstanding secured convertible debentures due May 12, 2030.

The company has mandated Pareto Securities as global lead manager and bookrunner to arrange a series of fixed-income investor meetings commencing on Feb. 2, 2026. In addition, ATB Cormark Capital Markets will serve as joint manager of the bond offering (as defined below), along with a syndicate of investment banks, including Canaccord Genuity Corp. and Roth Canada Inc.

Subject to market conditions, the company intends to proceed with a private placement of up to $110-million (U.S.) of fixed-rate senior secured bonds due 2031. The terms of the bonds would permit the company to issue up to $40-million (U.S.) of additional bonds by way of tap issue, subject to compliance with an incurrence test. Closing of the bond offering would be expected to occur in Q1 2026, subject to the satisfaction of customary conditions precedent, including the repurchase of the debentures.

Upon completion of the bond offering, the net proceeds from the bond offering will be used to refinance the company's existing debt, including the debentures, and for general working capital purposes. The refinancing of the company's existing debt through the bond offering is intended to simplify Tiny's balance sheet, lower Tiny's cost of capital, extend the company's debt maturity profile and provide significant additional liquidity.

In connection with the bond offering, the board of directors of the company has authorized the company to commence an issuer bid to purchase for cancellation up to all of the debentures from the holders thereof. Canaccord Genuity acted as financial adviser in connection with the offer.

Debentureholders who validly tender and do not withdraw their debentures under the offer will receive aggregate consideration comprising, for each $1,000 of principal amount of debentures taken up by the company: (i) subject to compliance with applicable securities laws, an aggregate of 12.5 Class A common share purchase warrants; and (ii) $1,181.73 in cash plus interest accrued on the debentures. Each warrant will entitle the holder thereof to acquire one Class A common share in the capital of the company at a price of $12 per warrant share for a period of five years following the date of issuance.

The offer is conditional upon debentureholders validly tendering (and not withdrawing) at least two-thirds of the outstanding debentures to the offer and is also subject to certain conditions, including the closing of the bond offering. The company reserves the right, subject to applicable laws, to withdraw or amend the offer at any time prior to the closing of the offer. The company expects to pay the cash consideration from a portion of the proceeds of the bond offering.

The full terms and conditions and other details regarding the offer, including instructions for tendering debentures to the offer and the factors considered by the board of directors of the company in making its decision to approve the offer, will be included in the formal offer to purchase and issuer bid circular and other related documents relating to the offer, which are expected to be mailed to the debentureholders, filed with applicable Canadian securities administrators and made available free of charge on or about Feb. 4, 2026, on SEDAR+.

Debentureholders should carefully read the offer documents relating to the offer prior to making a decision with respect to the offer. The offer will be subject to certain conditions that are typical for a transaction of this nature.

BDO Canada LLP was engaged by the board of directors of the company to prepare and deliver a formal valuation on the fair market value of the debentures and the warrants in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. A copy of the valuation will be included in the offer documents. The valuation will not be, and should not be construed to be, a recommendation to a debentureholder, or to anyone else, to take any course of action.

In connection with the offer, the company has entered into a support and lock-up agreements with certain debentureholders, pursuant to which, among other things, and subject to the terms and conditions set out therein, the debentureholders have agreed to tender all of the debentures such debentureholders hold to the offer and to take all actions required to allow the company to give effect to the offer. As of the date hereof, debentureholders holding $16,216,000 principal amount of debentures, representing approximately 45 per cent of the aggregate amount of the issued and outstanding debentures, have entered into support agreements in respect of the offer.

None of the company, its directors, BDO Canada, Canaccord Genuity, ATB Cormark Capital Markets or any of their respective affiliates makes any recommendation to debentureholders as to whether to tender or refrain from tendering any or all of their debentures to the offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell any debentures. The solicitation and the offer to purchase debentures by the company are being made only pursuant to the offer documents. Debentureholders are strongly urged to review and evaluate carefully all information in the applicable offer documents, once mailed, to consult their own financial, tax and legal advisers and to make their own decisions as to whether to deposit their debentures under the offer.

About Tiny Ltd.

Tiny is a Canadian holding company that acquires wonderful businesses using a founder-friendly approach. It focuses on companies with unique competitive advantages, recurring or predictable revenue streams, and strong free cash flow generation. Tiny typically holds businesses for the long term, with a parent-level focus on capital allocation, collaborative management and operations, and incentive structures within the operating companies to drive results for Tiny and its shareholders.

Tiny currently has three principal reporting segments: digital services, which help some of the world's top companies design, build and ship amazing products and services; software and apps, which is home to Serato, the world's leading DJ software, and WeCommerce, a collection of leading application and theme businesses powering global e-commerce merchants; and Creative Platform, which is composed primarily of Dribbble, the social network for designers and digital creatives, as well as Creative Market, a premier on-line marketplace for digital assets such as fonts, graphics and templates.

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