Tiny Announces Completion of Refinancing, Closing of Private Placement of $36.1 Million Principal Amount of Convertible Debentures and Conversion of Subscription Receipts

Yahoo

12-05-2025

Victoria, British Columbia--(Newsfile Corp. - May 12, 2025) - Tiny Ltd. (TSXV: TINY) ("Tiny" or the "Company"), a Canadian technology holding company that acquires wonderful businesses for the long term, announced today that it has completed a refinancing with Roynat Capital Technology and Innovation Banking and has closed its previously announced private placement offering (the "Private Placement") of $36,100,000 aggregate principal amount of 11% secured convertible debentures due 2030, which includes $1,500,000 aggregate principal amount of Convertible Debentures comprising a partial exercise of over-allotment option (the "Convertible Debentures").
In connection with the refinancing, the Company has entered into a commitment letter with the Bank of Nova Scotia pursuant to which the Company will have access to an operating credit facility up to a maximum of $5,000,000 (the "Operating Facility") and a revolving facility up to a maximum of $25,000,000 (the "Revolving Facility" and, together with the Operating Facility, the "Credit Facilities"), although the available borrowing under the Credit Facilities is currently limited to $20,000,000 in aggregate under the Convertible Debenture covenants. The Credit Facilities will be secured by substantially all of the assets of the Company and certain subsidiaries of the Company, as further described below.
In connection with the completion of the Private Placement, the Convertible Debentures were issued with an original issue discount of 7.5% for aggregate gross proceeds to the Company of $33,392,500. Each Convertible Debenture has a face value of $1,000 and was offered and sold at a price of $925 per Convertible Debenture. The Convertible Debentures will bear interest at a rate of 11.00% per annum from May 12, 2025 (the "Closing Date") and will mature on May 12, 2030 (the "Maturity Date"). On the Maturity Date, any outstanding principal amount of the Convertible Debentures plus any accrued and unpaid interest will be repaid by the Company in cash.
In connection with the closing of the Private Placement and the refinancing, the escrow release conditions in respect of the subscription receipts issued in connection with the to the Company's "bought deal" public offering (the "Offering") that closed on April 9, 2025 (the "Subscription Receipts") were satisfied. Upon satisfaction of the escrow release conditions, the net proceeds of the Offering were released to the Company and each Subscription Receipt was automatically converted into one Class A common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). In aggregate, 17,400,000 Common Shares and 8,700,000 Warrants were issued upon conversion of the Subscription Receipts. Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $1.45 per Common Share until 1:30 p.m. (Vancouver time) on April 9, 2027. In connection with the conversion of the Subscription Receipts, the Subscription Receipts have been halted and will be delisted from the TSX Venture Exchange (the "TSXV"). The over-allotment option granted by the Company to the underwriters in connection with the Offering has expired unexercised.
The Company has applied to list the Warrants underlying the Subscription Receipts on the TSXV under the ticker symbol "TINY.WT" and, upon receipt of approval for the listing of the Warrants, the Company will provide further details. The Company may accelerate the expiry of the Warrants if, at any time after the date that is four months after the closing of the Offering, the volume weighted average trading price of the Common Shares is equal to or greater than $2.90 for any 20 consecutive trading days. The Warrants will be governed by an amended and restated warrant indenture dated May 9, 2025, between the Company and Computershare Trust Company of Canada, as warrant agent.
The net proceeds from the Private Placement, a portion of the amounts available under the Credit Facilities and the net proceeds from the Offering will be used to finance the cash portion of the purchase price for the Company's proposed acquisition (the "Acquisition") of 66% of the issued and outstanding shares of Serato Audio Research Limited ("Serato"), a global DJ Software Company based in Auckland, New Zealand. The Acquisition is expected to be completed imminently.
The Convertible Debentures were sold pursuant to an agency agreement entered into among the Company and Canaccord Genuity Corp. and Roth Canada, Inc. dated May 12, 2025 and will be issued pursuant to a debenture indenture (the "Debenture Indenture") entered into between the Company and Computershare Trust Company of Canada (the "Debenture Trustee") dated as of the Closing Date.
The Convertible Debentures will be convertible into Common Shares at the option of the holder at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding the Maturity Date; and (ii) the last business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures, in each case, at a conversion price of $1.50 per Common Share, subject to adjustment in certain circumstances (the "Conversion Price"). Assuming a Conversion Price of $1.50, the maximum number of Common Shares issuable on conversion of the Convertible Debentures is 24,066,667 Common Shares.
At any time following the Closing Date, the Company will have the right to require the conversion of all of the principal amount of the then outstanding Convertible Debentures into Common Shares at the Conversion Price upon not more than 60 days' and not less than 30 days' notice in the event that the daily volume weighted average trading price of the Common Shares on the TSXV is greater than $3.00, subject to adjustment in accordance with the terms of the Debenture Indenture for any 20 consecutive trading days.
On or after the second anniversary of the Closing Date, the Company will have the right to redeem the Convertible Debentures, in whole or in part (the "Redemption Right"). In the event that the Company exercises the Redemption Right, holders of Convertible Debentures will be entitled to receive the principal amount of the Convertible Debentures, plus accrued and unpaid interest to the date of redemption, plus an additional make-whole payment that is equal to the amount of interest that would be payable from the date of redemption to the Maturity Date multiplied by a make-whole factor of (i) 75% on or following the second anniversary of the Closing Date and before the third anniversary of the Closing Date, (ii) 50% on or following the third anniversary of the Closing Date and before the fourth anniversary of the Closing Date, and (iii) 25% on or following the fourth anniversary of the Closing Date and before the Maturity Date.
Subject to regulatory approval, if prior to the second anniversary of the Closing Date, 10% or less of the aggregate principal amount of the Convertible Debentures remain outstanding, the Company shall have the right, but not the obligation, to redeem all of the outstanding Convertible Debentures at an aggregate redemption price equal to the principal amount of such Convertible Debentures plus accrued and unpaid interest thereon to, but excluding, the date of redemption plus an amount equal to the aggregate amount of all interest that would become payable prior to the Maturity Date.
If, prior to the 18-month anniversary of the Closing Date, the Company acquires limited partnership interests of Tiny Fund 1 (Canada) LP having a value of at least $75,000,000, subject to a leverage test, the terms of the Convertible Debentures may be adjusted to provide that: (i) the rate of interest payable on the Convertible Debentures shall be reduced from 11.00% per annum to 10.00% per annum; and (ii) the initial Conversion Price shall be increased to $1.61. In addition, should the Company issue Common Shares in connection with the acquisition of limited partnership interests in Tiny Fund 1 (Canada) LP at an effective price that is less than $1.15 per Common Share, the Conversion Price shall be reduced to reflect the weighted average dilution of the Common Shares provided that in no event can the Conversion Price be less than $1.15 per Common Share. For further details of such mechanisms, please see the Debenture Indenture which will be filed on SEDAR+ at www.sedarplus.com.
In connection with the Private Placement, the Company paid an agency fee of $1,444,000 to Canaccord Genuity Corp. and Roth Canada, Inc., representing 4.0% of the aggregate principal amount of the Convertible Debentures sold pursuant to the Private Placement. In addition, the Company paid arrangement fee of approximately $420,000 to an arm's length investor.
The obligations of the Company under the Credit Facilities and the Convertible Debentures will be guaranteed by certain of the Company's subsidiaries, being Spin Acquisition Limited, Dribbble Holdings Ltd., Dribbble Holdings (US) Ltd., Meteor Software Holdings Ltd., Meteor Software Limited Partnership, Meteor Software (US) Ltd., MediaNet Solutions, Inc., Tiny Boards Limited Partnership, and Tiny Capital General Partner Ltd. (collectively, the "Guarantors") and security granted by the Company and the Guarantors, including: (i) a pledge of all of the issued and outstanding shares of each of the Guarantors held by the Company or other Guarantors; (ii) upon completion of the Company's proposed Acquisition of Serato, a pledge of the shares of Serato owned by Spin Acquisition Limited; and (iii) a security interest in substantially all of the assets of the Company and the Guarantors, but excluding the Company's interest in approximately 75% of the Company's shares in Beam Digital Ltd. and all its interest in WeCommerce Holdings Limited Partnership (collectively, the "Security").
The Debenture Trustee, on behalf of the holders of Convertible Debentures, has entered into an intercreditor and subordination agreement with the Bank of Nova Scotia. The Security granted in favour of the Debenture Trustee, on behalf of the holders of the Convertible Debentures, will rank subordinate to the Security securing the Credit Facilities. Each Convertible Debenture shall rank pari passu in right of payment of principal and interest with all other Convertible Debentures issued under the Private Placement.
The securities issued pursuant to the Private Placement will be subject to a statutory four month hold period in accordance with applicable Canadian securities laws.
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 operates across three principal reporting segments: Digital Services, delivering design and development solutions that help global companies build exceptional products; Software and Apps, offering industry-leading applications and themes that empower merchants in the Shopify ecosystem; and Creative Platform, featuring Dribbble, the premier social network for designers, alongside Creative Market, a marketplace for high-quality digital assets including fonts, graphics, and templates.
For more information about Tiny, please visit www.tiny.com or refer to the public disclosure documents available under Tiny's profile on SEDAR+ at www.sedarplus.com.
Tiny Ltd. Contact:Mike McKennaChief Financial OfficerPhone: 416-938-0574Email: [e-mail]
Cautionary Note Regarding Forward-Looking Information
Certain statements in this press release may constitute forward-looking information or forward-looking statements (collectively, "forward-looking statements") that reflect management's current expectations, including statements regarding the Private Placement, the Credit Facilities, and the Acquisition. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "estimate", "predict", "intend", "would", "could", "if", "may" and similar expressions. This press release includes, among others, forward-looking statements regarding the Company's expectations regarding the expected use of the proceeds of the Private Placement, the Credit Facilities and the Subscription Receipts; the anticipated closing of the Acquisition, the listing of the Warrants, and the number of Common Shares issuable upon conversion of the Convertible Debentures. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this press release. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.
By their nature, forward-looking statements require management to make assumptions and are subject to a number of inherent risks and uncertainties, many of which are beyond the Company's control. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements.
These factors include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; and diversion of management time on the Acquisition. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release. For a more detailed discussion of certain of these risk factors, see the list of risk factors in the Company's Annual Information Form dated April 29, 2025 and in the Company's prospectus supplement dated April 2, 2025 to its short form base shelf prospectus dated September 29, 2023 which is available on SEDAR+ at www.sedarplus.com under the Company's profile. Additional information about risks and uncertainties is contained in the other filings of the Company with securities regulators.
The Company cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results. When relying on our forward-looking statements to make decisions with respect to the Company and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not intend, and disclaims any obligation, to update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.
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