Tiny Files Base Shelf Prospectus

Rhea-AI Summary

Tiny Ltd. (TNYZF) filed a final short form base shelf prospectus on December 11, 2025, permitting the company to offer Class A common shares, debt securities, warrants, units and subscription receipts, singly or in combination.

The Shelf Prospectus authorizes offerings up to an aggregate of $150,000,000 during the 25-month period it remains effective. Specific terms and use of proceeds for any individual offering will be disclosed in one or more Shelf Prospectus supplements. There is no assurance any securities will be issued. A copy of the Shelf Prospectus is available on SEDAR+.

Positive

• Authorizes up to $150,000,000 in capital raises
• Covers multiple security types including equity and debt
• Provides a 25-month window for financing flexibility

Negative

• Potential shareholder dilution if full $150,000,000 is issued
• Use of proceeds not specified until shelf supplements are filed

Key Figures

Maximum offering size $150,000,000 Aggregate Securities that may be offered under prospectus

Prospectus term 25 months Period during which offerings may be undertaken

Q2 2025 revenue $50.0 million Q2 2025 results

Adjusted EBITDA $8.2 million Q2 2025, up 22% year-over-year

Free Cash Flow $6.0 million Q2 2025, $9.7M improvement

Recurring revenue $13.2 million Q2 2025, 37% year-over-year increase

Net Debt / LTM Adj. EBITDA 2.8x Reduced from 3.1x year-over-year

Letterboxd users 21.4 million Membership as of Q2 2025, 47% YoY growth

Market Reality Check

$7.32 Last Close

Volume Volume 2,700 is at 0.25x the 20-day average of 10,790, indicating muted trading interest pre-announcement. low

Technical Shares at $7.25 are trading above the 200-day MA of $1.01 and within 1% of the $7.32 52-week high.

Peers on Argus

Peers show mixed moves: AGNMF -20.41%, BCBNF -3.33%, while BXSY +1% and ENDI +0.27%. With TNYZF up 0.28% and no peers in the momentum scanner, trading appears stock-specific rather than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Sep 23	Ownership update	Neutral	-3.3%	Chairman’s stake update and detailed beneficial ownership disclosure.
Sep 15	Listing & corporate	Positive	-1.5%	TSX graduation, 8:1 share consolidation, and NCIB announcement.
Aug 25	Insider purchases	Positive	+2.1%	Director added shares via ESPP and reported slightly higher stake.
Aug 12	Q2 earnings	Positive	+5.8%	Q2 growth, higher EBITDA, improved free cash flow and deleveraging.
Jul 29	Earnings preview	Positive	+4.0%	Announcement of Q2 results date and investor conference call.

Pattern Detected

News tied to operations and earnings has often seen positive alignment, while ownership or structural updates have sometimes coincided with negative price reactions.

Recent Company History

Over the last six months, the company reported Q2 2025 results on Aug 12 with $50.0M revenue, stronger Adjusted EBITDA and free cash flow, and deleveraging to 2.8x Net Debt/EBITDA, which coincided with a 5.76% gain. Announcements about an investor call and Q2 timing also aligned with a 3.95% rise. In contrast, beneficial ownership updates on Aug 25 and Sep 23, plus TSX graduation, consolidation and NCIB news on Sep 15, were followed by modest declines, showing mixed reactions to corporate-structure headlines.

Market Pulse Summary

This announcement outlines a framework for potential future securities offerings over a 25‑month period, giving the company flexibility in how it accesses capital. In context, recent Q2 2025 results showed $50.0M in revenue, stronger Adjusted EBITDA and improved free cash flow, alongside reduced leverage to 2.8x Net Debt/EBITDA. Investors may monitor how, when, and if new securities are issued, and track subsequent earnings reports and corporate actions to gauge the impact on growth, balance sheet strength, and per-share metrics.

Key Terms

debt securities financial

"undertake offerings of Class A common shares, debt securities, warrants"

Debt securities are tradable IOUs issued by governments, companies or other groups to borrow money from investors, promising regular interest payments and return of the original loan at a set date. They matter because they provide predictable income and can reduce overall portfolio risk, but their market price and safety depend on interest rates and the issuer’s ability to repay—think of lending money to someone who pays you interest until they return the loan.

warrants financial

"undertake offerings of Class A common shares, debt securities, warrants, units"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

units financial

"debt securities, warrants, units and subscription receipts (collectively"

Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.

subscription receipts financial

"warrants, units and subscription receipts (collectively, the "Securities")"

Subscription receipts are temporary securities sold to investors that act like a receipt for future shares or cash once certain conditions in a financing or acquisition are met; until those conditions are satisfied, the funds are held in trust. Think of them as a ticket you buy today that will convert into the actual product later or get you a refund if the event doesn’t happen. They matter to investors because they provide a way to participate in a deal now while limiting immediate ownership changes and risk until the outcome is confirmed.

AI-generated analysis. Not financial advice.

Victoria, British Columbia--(Newsfile Corp. - December 11, 2025) - Tiny Ltd. (TSX: TINY) ("Tiny" or the "Company"), a Canadian technology holding company that acquires wonderful businesses for the long term, is pleased to announce that it has filed a final short form base shelf prospectus (the "Shelf Prospectus") with the securities regulatory authorities in each of the provinces of Canada.

The Shelf Prospectus will allow the Company to undertake offerings of Class A common shares, debt securities, warrants, units and subscription receipts (collectively, the "Securities"), or any combination thereof, up to an aggregate of $150,000,000 from time to time during the 25-month period that the Shelf Prospectus remains effective.

The specific terms of any offering of Securities under the Shelf Prospectus, including the use of proceeds from any offering, will be set forth in one or more Shelf Prospectus supplements to be filed with applicable securities regulators. There is no certainty that any Securities will be offered or sold pursuant to the Shelf Prospectus.

A copy of the Shelf Prospectus can be found under the Company's SEDAR+ profile at www.sedarplus.com.

This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Tiny

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 principle 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 online marketplace for digital assets such as fonts, graphics and templates.

For more about Tiny, please visit www.tiny.com or refer to the public disclosure documents available under Tiny's SEDAR+ profile at www.sedarplus.com.

Company Contact:

Mike McKenna
Chief Financial Officer
Phone: 416-938-0574
Email: mike@tiny.com

Cautionary Note Regarding Forward-Looking Statements:

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 Company's business strategy, plans and other expectations, beliefs, goals, objectives, and information and statements about possible future events, including (i) the filing of any potential prospectus supplement; and (ii) the amount and terms of any Securities to be offered thereunder.

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.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the assumption that the Company will be able to complete any future offering; the ability to obtain applicable regulatory approval for any contemplated offerings; the ability of the Company to negotiate and complete future funding transactions; 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 Annual Information Form dated April 29, 2025 available on SEDAR+ at https://www.sedarplus.com 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277685

FAQ

What does Tiny Ltd.'s December 11, 2025 shelf prospectus allow TNYZF to do?

It allows TNYZF to offer Class A shares, debt, warrants, units, and subscription receipts up to $150,000,000 over 25 months.

Will Tiny Ltd. (TNYZF) definitely issue securities under the shelf prospectus?

No; the filing states there is no certainty that any securities will be offered or sold under the shelf prospectus.

Where can investors find Tiny Ltd.'s shelf prospectus for TNYZF filed December 11, 2025?

A copy of the shelf prospectus is available on SEDAR+ at www.sedarplus.com.

How much time does Tiny Ltd. have to use the TNYZF shelf prospectus after filing?

The shelf prospectus remains effective for 25 months from filing.

What is the maximum aggregate amount Tiny Ltd. can raise under the TNYZF shelf prospectus?

The shelf prospectus authorizes up to an aggregate of $150,000,000 in securities.

When will Tiny Ltd. disclose the use of proceeds for any TNYZF offering?

Specific use of proceeds will be set out in one or more shelf prospectus supplements filed before each offering.