BULLETIN V2025-1401
TINY LTD. ("TINY") ("TINY.R") ("TINY.WT")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement; Private Placement-Brokered, Convertible Debenture/s; Delist - Subscription Receipts; Remain Halted - Subscription Receipts; New Listing-Warrants
BULLETIN DATE: May 13, 2025
TSX Venture Tier 1 Company
Property-Asset or Share Purchase Agreement
TSX Venture Exchange has accepted for filing documentation pertaining to a share purchase agreement and its amendment letter (collectively, the "Agreement"), both dated April 1, 2025 (New Zealand time), among seven shareholders (the "Sellers") of Serato Audio Research Limited ("Serato"), the Company, and Spin Acquisition Limited, a wholly-owned Subsidiary of the Company, pursuant to which the Company has acquired, through Spin Acquisition Limited., 66% of the issued and outstanding shares of Serato from the Sellers (the "Acquisition").
Pursuant to the terms of the Agreement, the Company will issue an aggregate of 29,360,451 Class A common shares of the Company (the "Completion Shares") and pay US$42,400,000 cash to the Sellers, subject to customary adjustments, on the closing date. The Completion Shares are subject to a statutory four month hold in accordance with Canadian securities law and a 24-month lock-up period, with 50% released after 12 months and the remaining shares released in equal quarterly installs thereafter.
The Sellers are entitled to receive contingent consideration based on Serato's financial performance over the two years following closing. The first US$15,000,000 is payable in cash, while any amount above that threshold may be paid in a combination of cash and up to 5,000,000 Class A common shares of the Company (the "Contingent Shares"), at the Company's discretion. The price per Contingent share will be based on the higher of the maximum allowable discount under the applicable Exchange policies and the 30-day volume weighted average trading price prior to issuance. If the performance targets are met, the contingent payment will be made within 90 days following the second anniversary of the closing date.
The Exchange acknowledges that concurrent with closing, the Company has entered into a shareholder agreement with the remaining four shareholders of Serato, which features put and call options that allow either party to trigger the purchase or sale of up to 9% of the Serato shares, subject to certain financial performance conditions. The issuance of the Company's Class A common shares under the put and call options remains subject to prior Exchange acceptance, and the other aspects of the shareholder agreement are also subject to prior to prior Exchange acceptance, if required.
The transaction is arm's length in nature, and no finder's fees are payable.
For further details, please refer to the Company's news releases dated March 31, 2025, April 2, 2025 April 9, 2025, and May 13, 2025, which are available under the Company's profile at www.sedarplus.ca.
Private Placement-Brokered, Convertible Debenture/s
Financing Type: Brokered Private Placement
Offering: $36,100,000 of face value, of which $33,392,500 is principal amount of convertible debentures, convertible into 24,066,667 Listed Shares at the conversion price of $1.50 per Listed Share
Conversion Price: $1.50 per Listed Share. In the event that the Company acquires Tiny Fund Units for Common Shares, then based on the then current value of the Tiny Fund Unit, the Conversion Price will be reduced to the higher of $1.15 or the minimum allowable conversion price permitted by the Exchange.
Maturity date: May 12, 2030
Interest rate: 11% per annum, subject to adjustment in certain circumstances
Warrant Exercise Terms: N/A
Commissions in Securities: N/A
Disclosure: Refer to the company's news release(s) dated March 31, 2025, April 2, 2025, April 9, 2025 and May 12, 2025, which are available under the Company's profile at www.sedarplus.com.
Delist - Subscription Receipts
Effective at the close of business May 14, 2025, the subscription receipts of the Company will be delisted from TSX Venture Exchange. This action results from the satisfaction of the escrow release conditions pertaining to the closing of the Acquisition.
As a result of the closing of the Acquisition, trading of the subscription receipts under the symbol "TINY.R" was halted on May 12, 2025, pending delisting, and there will be no further trading of the subscription receipts on the Exchange as the subscription receipts have been automatically converted into Class A common shares and warrants of the Company. An aggregate of 17,400,000 Class A common shares and 8,700,000 warrants of the Company has been issued upon conversion of the subscription receipts.
For further information, please refer to TSX Venture Exchange bulletin dated April 10, 2025, the Company's Prospectus Supplement dated April 2, 2025 to the Short Form Base Shelf Prospectus dated September 29, 2023, and the Company's news releases dated March 31, 2025, April 2, 2025, April 9, 2025, May 12, 2025, and May 13, 2025 which are available under the Company's profile at www.sedarplus.com.
Remain Halted - Subscription Receipts
Trading in the subscription Receipts of the Company under the trading symbol TINY.R will remain halted until delisting.
New Listing - Warrants
Effective at the opening on May 15, 2025, 8,700,000 Class A common share purchase warrants of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Technology' company.
Corporate Jurisdiction: British Columbia
Capitalization: 10,005,000 warrants authorized pursuant to the Warrant Indenture dated as of April 9, 2025, as amended and restated by the Amended and Restated Warrant Indenture dated as of on May 9, 2025, of which 8,700,000 warrants will be listed and posted for trading on the TSXV effective at the opening on May 15, 2025
Warrant Exercise Price/Term: $1.45 per Class A common share to April 9, 2027, subject to an acceleration right
Warrant Agent: Computershare Trust Company of Canada
Trading Symbol: TINY.WT (New)
CUSIP Number: 88770A126 (New)
These 8,700,000 warrants were issued upon the conversion of the subscription receipts pursuant to the Company's Prospectus Supplement Offering. Each warrant entitles the holder thereof to purchase one Class A common shares in the capital of the Company at a price of $1.45 per share and will expire on April 9, 2027, subject to an acceleration right as described below.
The over-allotment option granted to the underwriters in connection with the subscription receipts offering, which could have resulted in the issuance of up to an additional 1,305,000 warrants if exercised in full, has expired unexercised. Therefore, these potential additional 1,305,000 warrants were not issued and will not be listed for trading.
"Acceleration Right" means the right of the Company to accelerate the expiry date to a date that is not the less than 30 days following delivery of the Acceleration Notice if, at any time four months after the Effective Date, the volume weighted average trading price of the Class A common shares equals or exceeds $2.90 for a period of 20 consecutive trading days on the TSXV or such other stock exchange on which the Class A common shares may be listed provided the Company issues a news release announcing the Acceleration Right concurrently with the issuance of the Acceleration Notice.
"Acceleration Notice" means the notice of acceleration deliverable to registered warrant holders and the Warrant Agent within ten (10) Business Days following the occurrence of an event triggering the Acceleration Right;
For further information, please refer to TSXV Exchange bulletin dated April 10, 2025, the Company's Prospectus Supplement dated April 2, 2025 to the Short Form Base Shelf Prospectus dated September 29, 2023, and the Company's news releases dated March 31, 2025, April 2, 2025, April 9, 2025, May 12, 2025, and May 13, 2025, which are available under the Company's profile at www.sedarplus.com.
_______________________________________
|
|
