Tiny Completes Acquisition of Jagged Pixel

Tiny Ltd. (“Tiny” or the “Company”) (TSXV: TINY) is pleased to announce that WeCommerce Holdings Limited Partnership (“WeCommerce”), an entity that is 100% owned by Tiny, has entered into a binding arm’s length definitive asset purchase agreement (the “Agreement”) with the shareholders of Jagged Pixel Inc. (“Jagged Pixel”), whereby WeCommerce has acquired the assets of Jagged Pixel (the “Acquisition”). The Acquisition is expected to be accretive to WeCommerce’s consolidated revenues and operating margins, and advances Tiny’s strategy to build, acquire and invest in the world’s top Shopify technology businesses.

Jagged Pixel operates Uptime, the leading automated store monitoring application on Shopify. Through 24/7 monitoring, Uptime allows merchants to detect and resolve issues on their Shopify stores within seconds. Jagged Pixel’s financial results will be consolidated for the purposes of financial reporting in Tiny’s Q4 Financial Statements.

Management Commentary

Our team has identified levers to drive accelerated revenue growth and expansion across our current app portfolio through the significant complementary feature sets of Uptime and Theme Updater Plus, an existing WeCommerce app. We expect the combination of these two apps will help bolster our store management offerings for SMB to Enterprise merchants in the Shopify ecosystem while adding to our margins. WeCommerce continues to execute a plan that is designed to drive a growing free cash flow contribution to Tiny.

Acquisition Terms

The consideration payable by WeCommerce in connection with the Acquisition includes an upfront cash payment of US$400,000 less working capital related adjustments and the equivalent of US$600,000 through the issuance of 264,706 Class A common shares in the capital of Tiny (the “Common Shares”) at an issue price of CAD$3.06 per share. The Common Shares issued pursuant to the Acquisition will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws. Jagged Pixel has separately agreed to a one year contractual restriction on resale. The price of the Common Shares has been determined based on the 10-day volume-weighted average trading price of the Common Shares on the TSX Venture Exchange ("TSXV") for the period ending on October 13, 2023.

The Acquisition constitutes an Expedited Acquisition in accordance with the policies of the TSXV and is subject to final approval of the TSXV.

About Tiny Ltd.

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

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

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

Dribbble is a creative network and community that design professionals use to meet, collaborate, and showcase their work. Dribbble also hosts an online marketplace for graphics, fonts, templates, and other digital assets.

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

For more about WeCommerce, please visit https://www.wecommerce.co/ or refer to the public disclosure documents available under Tiny’s SEDAR+ profile at www.sedarplus.ca.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and forward-looking statements in this press release includes, but is not limited to, information and statements regarding: the Acquisition being accretive to WeCommerce’s consolidated revenues; that the Acquisition will help accelerate growth within the WeCommerce apps portfolio; the potential synergies associated with the Acquisition and the ability of WeCommerce to drive free cash flow growth to Tiny.

Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the potential impact of the consummation of the Acquisition on relationships, including with regulatory bodies, stock exchanges, lenders, employees and competitors; the diversion of management time on the Acquisition; assumptions concerning the Acquisition and the operations and capital expenditure plans of the Company following completion of the Acquisition; changes in e-commerce industry growth and trends; changes in the business activities, focus and plans of the Company and the timing associated therewith; the Company's actual financial results and ability to manage its cash resources; changes in general economic, business and political conditions, including challenging global financial conditions and the impact of the novel coronavirus pandemic; competition risks; potential conflicts of interest; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the other risk factors more fully described in the Company's most recent MD&A as well as the list of risk factors in the Company's management information circular dated March 6, 2023 available on SEDAR+ at https://www.sedarplus.ca under the Company's profile.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Source: Tiny Ltd.

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