/C O R R E C T I O N from Source -- Tiny Ltd./

In the news release, Tiny Announces Majority Acquisition of Serato, A Global Leader in DJ Software, and Reports Strong Q4 Preliminary Results, issued 31-Mar-2025 over PR Newswire, the issuing source for the release should read as "Tiny Ltd." rather than "Canaccord Genuity Group Inc." as originally issued inadvertently by Cision. The complete, corrected release follows:

Tiny Announces Majority Acquisition of Serato, A Global Leader in DJ Software, and Reports Strong Q4 Preliminary Results

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

Serato Acquisition

Serato is a global leader in DJ software with a 25-year track record, serving over 2 million users worldwide

35% compounded annual growth rate on number of paid subscribers over the last five years, with attractive margins

Acquisition increases Tiny's ARR by 68% to a range of $64.0 million to $66.0 million and boosts Adjusted EBITDA by ~45% to an estimated range of $42.5 million to $46.5 million1

Strategic addition enhances Tiny's software portfolio, accelerating revenue growth and strengthening long-term cash flow

The Acquisition is expected to be financed in part through a combination of net proceeds from Tiny's public offering of Subscription Receipts, concurrent private placement of Convertible Debentures, and the issuance of Tiny equity to the Sellers

Tiny Ltd. FY2024 / Q4 Preliminary Results

FY2024 total revenue of $194.2 million with Adjusted EBITDA of $28.5 to $32.5 million. Q4 total revenue of $47.6 million with Adjusted EBITDA of $8.5 to $12.5 million, versus $7.3 million in Q3, reflecting improved operational efficiency (a 16% - 71% increase quarter-on-quarter)

Reduced net debt by $10.22 million to $94.1 million (approximately 2.9x to 3.3x estimated 2024 Adjusted EBITDA) during FY2024

Q4 2024 debt repayment of $8.2 million, including voluntary repayment of $6.4 million of principal

Maintains current leverage levels at ~3.1x Adj. EBITDA, with a continued focus on reducing to a target of below 2.5x

VICTORIA, BC, March 31, 2025 /CNW/ - Tiny Ltd. ("Tiny" or the "Company") (TSXV:TINY), a Canadian technology holding company that acquires wonderful businesses for the long term, announces that it has entered into an arms-length definitive agreement (as may be amended or supplemented from time to time, the "Acquisition Agreement") to acquire a 66% interest in Serato Audio Research Limited ("Serato"), a global DJ software company based in Auckland, New Zealand (the "Acquisition"). Tiny has agreed to acquire its interest in Serato for US$66 million, payable through a combination of cash and Class A common shares in the capital of the Company ("Common Shares") at closing. The Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approvals.

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1 Estimated Adjusted EBITDA range is for the twelve-month period ended September 30, 2024, on an annualized basis in the case of Serato as described below. Information regarding Tiny following the Acquisition reflects the unaudited pro forma financial results of Tiny and Serato on a fully consolidated basis. Pursuant to the terms of the Acquisition, Tiny will acquire 66% of the issued and outstanding shares of Serato. Adjusted to reflect Tiny's acquisition of 66% of Serato, Tiny's ARR would increase by approximately ~45% to a range of $55 million to $57 million, Adjusted EBITDA would increase by ~30% to a range of $38 million to $40 million, and net leverage ratio would be approximately 3.5x. ARR for Tiny is calculated by taking the recurring revenue for the three-month period ended September 30, 2024 and multiplying it by four. ARR for Serato is calculated by taking the recurring revenue for the nine-month period ended September 30, 2024 and dividing it by 0.75.  All other Serato figures represent Serato's results for the nine-month period ending September 30, 2024 divided by 0.75 (9 of 12 months) to present the figure on an annualized basis.

2 Presented net of drawings and foreign exchange fluctuations.

The Acquisition represents a significant milestone in Tiny's strategy to build a diversified portfolio of category-leading technology businesses with strong recurring revenue, organic growth and profitability.

Category Leader: Serato is a globally recognized leader in DJ software, with a loyal user base and significant market share built over the last 25 years

Portfolio Expansion: The Acquisition bolsters Tiny's portfolio with a growing and profitable software business with opportunities for further expansion

Growth Acceleration: In close collaboration with Serato's management team, Tiny has developed a strategic plan to drive accelerated growth. This includes a focus on advancing the product roadmap, strengthening digital marketing efforts, and applying other operational best practices

Aligned Leadership Team: Serato's experienced management team remains in place with long-term incentive plans focused on growing intrinsic value, ensuring continuity and alignment for the next stage of growth

Combined Financial Strength: Tiny management anticipates that the acquisition will significantly boost annual recurring revenue, earnings and cash flow, while maintaining the current net leverage ratio and allowing the Company to continue to reduce its net leverage

"We are thrilled to announce our acquisition of Serato, one of the most iconic brands in DJ software. Through our extensive meetings with Serato's founders and team, it is clear we have a unified vision for Serato's future and how to strategically and thoughtfully expand upon its strong legacy. Serato represents the ideal acquisition for Tiny with its market leadership, long history of growth and profitability and unparalleled track record of innovation. This acquisition perfectly demonstrates our investment thesis: partnering with exceptional businesses, supporting their continued growth, and generating long-term value for our shareholders," said Jordan Taub, Tiny CEO.

AJ Wilderland, Co-founder of Serato, said "We've always believed that Serato's strength lies in our ability to innovate and stay true to our community of artists. After 25 years of building and guiding this business with my co-founder Steve, we couldn't ask for a better partner than Tiny. Their long-term vision and strategic approach align with the future we've always envisioned for Serato. This partnership not only accelerates our growth but also provides the ideal long-term home for the next chapter of the business we've nurtured from the ground up."

Young Ly, CEO of Serato, added "Serato's long history of success is driven by a single-minded focus of serving artists. We are incredibly proud of the strength of our business today, and the loyal users that surround us. We are excited by the many ways Tiny's unique long-term approach and track record with companies like Letterboxd, AeroPress and Metalab accelerate how we create value for our users, while retaining our headquarters in New Zealand. This is strengthened by their respect for our legacy and growth mindset for the future of our business."

Overview of Serato

 For over 25 years, Serato's innovative software has redefined how DJs, producers, and artists worldwide create and perform, with a portfolio of industry-leading software including Scratch Live, Serato DJ, Serato Sample, Studio, and the recently introduced Hex FX. Among these, Serato DJ stands out as one of the most widely adopted and globally recognized DJ software platforms. Serato's software is often directly integrated into leading hardware providers, consistently introducing new users into the ecosystem.

Serato is a growing and profitable business that is expected to be immediately accretive to Tiny's consolidated financial results. Financial highlights of Serato's business include3:

$42.4M annualized revenue;

62% recurring revenue;4

35% CAGR on number of paid subscribers over the last five years; and

Adjusted EBITDA margin of 34% for the nine-month period ended September 30, 2024.

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3 Except as otherwise noted, Serato figures are unaudited and unreviewed and were prepared by the management of Serato in accordance with Generally Accepted Accounting Principles in New Zealand, which is the New Zealand equivalent to International Financial Reporting Standards, Reduced Disclosure Regime ("NZ IFRS (RDR)"). There can be no assurance that if this financial information were audited or reviewed by a third party, no modifications would be required to cause such financial information to be presented in accordance with NZ IFRS (RDR) or that such modifications would not be material. As a result, investors should not put undue reliance on the unaudited and unreviewed selected financial information of Serato.

4 Recurring revenue is based on the amount of subscription revenue generated for the nine-month period ended September 30, 2024 divided by the total amount of revenue generated in the nine month period ended of September 30, 2024.

Acquisition Terms

Pursuant to the Acquisition Agreement, the Company has agreed to acquire 66% of the shares of Serato from the current shareholders of Serato (the "Sellers") for an aggregate base purchase price of US$66,000,000 (the "Purchase Price"), payable on closing, subject to customary adjustments, plus contingent consideration based on Serato's performance in the two years following closing of the Acquisition. The Purchase Price will be paid through: (i) the issuance of 29,360,452 Common Shares to the Sellers having an aggregate value of US$23,600,000 (the "Completion Shares"), and (ii) the payment of up to US$42,400,000 in cash.

The total consideration payable on closing of the Acquisition represents a valuation of Serato at 3.2x annualized revenue based on the nine-month period ended September 30, 2024 and 9.6x Adjusted EBITDA.

Each Completion Share will be issued at a price of US$0.8038 (CAD$1.15) per share and will be subject to a statutory four month hold period in accordance with applicable Canadian securities laws. In addition, the Sellers have agreed to contractual restrictions on the sale of their Completion Shares whereby the transfer of such shares will be restricted for a period of 24 months following closing, with 50% of such Completion Shares becoming freely trading upon the first anniversary of the closing date and 12.5% being released quarterly thereafter.

In addition to the Purchase Price, the Acquisition Agreement provides that the Sellers are eligible to receive additional contingent consideration upon satisfaction of certain total revenue growth and Adjusted EBITDA performance targets within the two years following closing of the Acquisition (the "Contingent Consideration"). The Company will satisfy the first US$15,000,000 of Contingent Consideration in cash with any additional Contingent Consideration above US$15,000,000 payable through a combination of cash and up to 5,000,000 Common Shares, at the Company's discretion, at a price per share that is equal to the greater of the: (i) maximum allowable discount under the policies of the applicable stock exchange; and (ii) volume weighted average trading price of the Common Shares during the 30 trading days immediately preceding the issuance of such shares. If the Contingent Consideration targets are met, the Contingent Consideration will be paid after 90 days following the second anniversary of the closing of the Acquisition or on such other date as agreed by the parties.

The completion of the Acquisition is subject to customary mutual conditions for transactions of this nature, including: the accuracy of representations and warranties; the fulfilment of certain covenants; the receipt of certain regulatory approvals, including the approval of the New Zealand Overseas Investment Office and the approval of the TSX Venture Exchange (the "TSXV"). In addition, the obligation of Tiny to complete the Acquisition is subject to customary conditions in favour of Tiny, including: there having been no material adverse effect in the operations of Serato prior to closing; the Company arranging sufficient financing to enable the payment of the Purchase Price; the signing and delivery of a new individual employment agreement with a key employee; and compliance with securities laws, among other conditions.

Concurrently with the closing of the Acquisition, the Company will enter into a shareholders agreement with those Sellers who will retain an interest in Serato post-closing setting out the terms upon which the parties will conduct the business and operations of Serato. The shareholders agreement will also include put rights in favour of the Sellers and call rights in favour of the Company, exercisable upon the satisfaction of certain conditions, and providing for the acquisition by Tiny and certain other shareholders of Serato, of up to 9% of the remaining shares in the capital of Serato. The exercise of the put rights and call rights will be subject to certain conditions, including minimum financial performance obligations. The purchase price payable for the additional shares of Serato will be payable in cash and, subject to the approval of the TSXV, the issuance of Common Shares, at a price per share that is equal to the greater of the: (i) maximum allowable discount under the policies of the TSXV; and (ii) volume weighted average trading price of the Common Shares during the 30 trading days immediately preceding the exercise date of such rights.

A break fee of US$660,000 plus GST is payable in cash by the Company to Serato if ...