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 share purchase agreement (the “Agreement”) with the shareholders of Clean Canvas Limited (“Clean Canvas”), whereby WeCommerce has acquired all of the issued and outstanding share capital of Clean Canvas (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.

Clean Canvas is a leading designer and developer of premium themes which have been leveraged by over 80k Shopify merchants, and will continue to operate as an independent brand following closing. Clean Canvas’ financial results will be consolidated for the purposes of financial reporting in Tiny’s Q3 Financial Statements.

Management Commentary

Clean Canvas aligns with Tiny’s investment strategy and we expect the acquisition to be accretive. The Themes segment is performing well both on top line growth and profitability, and with new areas of collaboration across the portfolio, we see Themes as an ideal long-term investment focus. The additional expertise and thought leadership brought by the Clean Canvas team will facilitate additional development and innovation of the storefront experience.

We also see readily available levers that will enable our team to drive additional growth and profitability given our substantial existing knowledge of the Shopify theme business. WeCommerce continues to execute a plan that we expect will result in 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$11.5 million and contingent consideration of up to US$1.2 million (the “Earn-Out”) based on Clean Canvas’ operating performance during the next 18 months, at the option of WeCommerce, by way of (i) cash, (ii) the issuance of up to 1,200,000 Class A common shares in the capital of Tiny (the “Common Shares”) to Clean Canvas at a deemed price per share equal to the 10-day volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”) calculated on the day immediately prior to the day of the issuance of such shares, or (iii) a combination thereof.

WeCommerce has retained a purchase price holdback of US$750,000 to secure against customary post-closing adjustments as well as potential post-closing indemnification claims.

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 anticipated benefits of the Acquisition; the Company’s revenue and cash flow upon completion of the Acquisition; the Company's belief that the Acquisition will provide significant value to shareholders; and expectations for other economic, business, and/or competitive factors.

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; credit, liquidity and additional financing risks for the Company and its investees; stock market volatility; changes in e-commerce industry growth and trends; changes in the business activities, focus and plans of the Company and its investees 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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