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Serato Acquisition

Serato is a global leader in DJ software with a 25-year track record, serving over 2 million users worldwide35% compounded annual growth rate on number of paid subscribers over the last five years, with attractive marginsAcquisition 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 million1Strategic addition enhances Tiny’s software portfolio, accelerating revenue growth and strengthening long-term cash flowThe 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 FY2024Q4 2024 debt repayment of $8.2 million, including voluntary repayment of $6.4 million of principalMaintains 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.

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 yearsPortfolio Expansion: The Acquisition bolsters Tiny’s portfolio with a growing and profitable software business with opportunities for further expansionGrowth 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 practicesAligned 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 growthCombined 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;435% CAGR on number of paid subscribers over the last five years; andAdjusted EBITDA margin of 34% for the nine-month period ended 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 the Acquisition Agreement is terminated in certain circumstances.

It is currently expected that, subject to the receipt of all regulatory and other approvals, and the satisfaction or waiver of all conditions, the Acquisition will be completed during the second quarter of 2025. Further details regarding the terms of the Acquisition will be set out in the Acquisition Agreement, a copy of which will be publicly filed by Tiny under its profile on SEDAR+ at www.sedarplus.com. 

Bought Deal Financing

In conjunction with the Acquisition, the Company expects to enter into an underwriting agreement with Canaccord Genuity Corp. and Roth Canada, Inc., (the “Co-Lead Underwriters”), as lead underwriters, and a syndicate of underwriters (collectively with the Co-Lead Underwriters, the “Underwriters”) to issue and sell, on a bought deal basis, 17,400,000 subscription receipts of the Company (the “Subscription Receipts”), at a price of $1.15 per Subscription Receipt (the “Offering Price”), for gross proceeds of $20 million (the “Offering”). The net proceeds of the Offering are expected to be used to finance a portion of the cash component of the Purchase Price. Closing of the Offering will be subject to a number of customary conditions precedent.

Additional information about the Subscription Receipts and the Offering is set out below under “Additional Information on the Offering.”

Concurrent Private Placement

Concurrently with the closing of the Offering, the Company expects to enter into subscription agreements with certain investors pursuant to which the Company will agree to sell up to $34.6 million aggregate principal amount of convertible debentures of the Company (the “Convertible Debentures”) on a “private placement” basis (the “Concurrent Private Placement”), with an original issue discount of 7.5%, for aggregate gross proceeds of up to $32 million. The net proceeds of the Concurrent Private Placement will be used to finance a portion of the cash component of the Purchase Price. 

A lead investor has committed to subscribe for not less than $15 million principal amount of Convertible Debentures, subject to the satisfaction of certain conditions.

Closing of the Concurrent Private Placement will be subject to a number of conditions, including the satisfaction or waiver of any conditions precedent to the completion of the Offering and to the completion of the Acquisition (other than the payment of the consideration for the Acquisition and such other conditions that, by their nature, are to be satisfied at or following the time of closing of the Offering or the Acquisition).

Additional information about the Convertible Debentures and the Concurrent Private Placement is set out below under “Additional Information on the Concurrent Private Placement.”

Select Preliminary Unaudited Financial Results

The Company has also announced select preliminary unaudited financial results for the year and fourth quarter ended December 31, 2024 based on information currently available to management. The Company is making this announcement because the same information is being provided concurrently to potential investors in connection with the Offering and the Concurrent Private Placement.

The Company anticipates that the financial results for the year and fourth quarter ended December 31, 2024 to include the following highlights:

Total revenue of $194.2 million, a 5% increase from 2023, primarily driven by the full-year inclusion of the Software and Apps divisionAdjusted EBITDA of $28.5 million to $32.5 million, an increase of $1.1 million to $5.1 million from 2023, driven primarily by cost rationalization measures implemented in late 2024Total debt of $116.9 million, a decrease of $14.3 million or 11% from December 31, 2023 driven by repayments, net of drawings, of $24.3 million offset by foreign exchange fluctuation of $10.0 millionQ4 2024 debt repayment of $8.2 million, including voluntary repayment of $6.4 million of principal

All figures reported above are unaudited and preliminary and are subject to change and adjustment as the Company’s financial results for the fourth quarter and year ended December 31, 2024 are finalized. Accordingly, investors are cautioned not to place undue reliance on the foregoing guidance. The Company does not intend to provide unaudited preliminary results in the future. The preliminary unaudited results provided in this news release constitute future-oriented financial information within the meaning of applicable securities laws, are based on several assumptions and are subject to a number of risks and uncertainties. Actual results may differ materially. For a more detailed discussion of certain of these risk factors refer well as the list of risk factors in the Company’s Annual Information Form dated April 30, 2024 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.

Investor Call

The Company will subsequently hold a conference call to discuss the Acquisition on March 31, 2025, at 5:00 p.m. ET. The call will be hosted by Jordan Taub, CEO and Mike McKenna, CFO. A question and answer session will follow the discussion of the Acquisition.

Conference Call Details
Date: March 31, 2025
Time: 5:00 pm ET
Dial-in Numbers: (US) +1 404 975 4839 or +1 833 470 1428 (Canada) +1 226 828 7575 or +1 833 950 0062
Access Code: 211265

This live call is also being webcast and can be accessed by going to: https://events.q4inc.com/attendee/681785534

An archived telephone replay of the call will be available for one week following the call by dialing (US) +1 929 458 6194 or (Canada) +1 226 828 7578 and entering access code 940657.

Additional Information on the Offering

The gross proceeds of the Offering, less 50% of the Underwriters’ cash commission (as described below) and certain expenses of the Underwriters, will be deposited in escrow on closing of the Offering.

In connection with the Offering, the Company expects to grant the Underwriters an option to purchase up to an additional 15% of the number of Subscription Receipts sold in the offering on the same terms and conditions as the Offering, exercisable by the Co-Lead Underwriters at any time, in whole or in part, up to the earlier of: (i) thirty days following the closing of the Offering and (ii) the termination of the Acquisition Agreement (the “Over-Allotment Option”). If the closing of the Acquisition occurs on or prior to the closing of the Offering or the closing of the Over-Allotment Option (the “Over-Allotment Closing”), the Company will deliver Common Shares and Warrants (as defined herein), instead of Subscription Receipts, to investors on the Over-Allotment Closing.

The net proceeds from the sale of the Subscription Receipts will be held by an escrow agent pending the fulfillment or waiver of all outstanding conditions precedent to the closing of the Acquisition (other than the payment of the consideration for the Acquisition and such other conditions precedent that, by their nature, are to be satisfied at the time of closing of the Acquisition). There can be no assurance that the applicable closing conditions will be met or that the Acquisition will be consummated.

Upon the satisfaction or waiver of each of the conditions precedent to the closing of the Acquisition as set out in the Acquisition Agreement and the conditions precedent to the Concurrent Private Placement (other than the payment of the consideration for the Acquisition and such other conditions precedent that, by their nature, are to be satisfied at the time of closing of the Acquisition or the Concurrent Private Placement): (a) one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”) will be automatically issued in exchange for each Subscription Receipt, without payment of additional consideration or further action by the holder thereof; (b) the remaining 50% of the Underwriters’ cash commission (as described below) and certain expenses of the Underwriters, will be released from escrow to the Underwriters; and (c) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the Company. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.45 for a period of 24 months following the issuance thereof. The Company may accelerate the expiry date of the Warrants if, at any time within the 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. 

If (i) the closing of the Acquisition does not occur within 90 days from the closing of the Offering or such other date as agreed to in writing by the parties to the Acquisition; (ii) the Acquisition Agreement is terminated at any earlier time in accordance with its terms; or (iii) the Company delivers a notice to the Co-Lead Underwriters that it does not intend to proceed with the Acquisition (each a “Termination Event”), holders of Subscription Receipts will, commencing on the second business day following the date on which the Termination Event occurs, be entitled to receive from the Subscription Receipt Agent an amount equal to the offering price per Subscription Receipt multiplied by the number of Subscription Receipts held by such holder plus their pro rata share of an amount equal to the interest earned on the escrowed funds and their pro rata share of the interest that would have been earned on 50% of the underwriters’ fee if such fee were included in the escrowed funds, less any applicable withholding taxes. If a Termination Event occurs, all outstanding Subscription Receipts will be cancelled and will cease to represent the right to receive Common Shares and Warrants.

The Subscription Receipts will be offered pursuant to a prospectus supplement (the “Prospectus Supplement”) to the Company’s short-form base shelf prospectus dated September 29, 2023. The Prospectus Supplement is expected to be filed in each of the provinces of Canada on or about April 2, 2025. Further information regarding the Offering and the Acquisition, including related risk factors, will be set out in the Prospectus Supplement. The Offering is expected to close on or about April 9, 2025 and is subject to certain conditions including, but not limited to, the approval of the TSXV and the satisfaction or waiver of any condition precedent to the completion of the Concurrent Private Placement, other than the completion of the Offering and such other conditions thereunder that by their nature are to be satisfied at or following the closing of the Concurrent Private Placement.

In connection with the Offering, the Company will pay the Underwriters a cash commission equal to 5.5% of the gross proceeds from the Offering.  

The Subscription Receipts and the underlying Warrants and Common Shares (including such Common Shares underlying the Warrants) have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the “1933 Act”) and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Subscription Receipts or the underlying Warrants and Common Shares (including such Common Shares underlying the Warrants) in the United States or to, or for the account or benefit of, U.S. persons.

Additional Information on the Concurrent Private Placement

The Company intends, concurrently with the closing of the Offering, to undertake the Concurrent Private Placement, pursuant to which the Company intends to offer an aggregate of up to $34.6 million aggregate principal amount of Convertible Debentures for aggregate gross proceeds to the Company of up to approximately $32 million. The Convertible Debentures will be governed by the terms of a secured convertible debenture indenture to be entered into at the closing of the Concurrent Private Placement among the Company and the trustee for the Convertible Debentures.

In addition, the Company has also granted the Co-Lead Underwriters, as agents for the Concurrent Private Placement (the “Agents”), an option to purchase additional Convertible Debentures of up to 15% of the aggregate principal amount of Convertible Debentures sold on closing on the Concurrent Private Placement, on the same terms and conditions as the Concurrent Private Placement, exercisable for a period of 60 days following the closing of the Concurrent Private Placement.

Each Convertible Debenture will have a face value (i.e. principal amount) of $1,000 and will be offered and sold at a price of $925 per Convertible Debenture. The principal amount of the Convertible Debentures will be convertible into Common Shares at a conversion price equal to a 30% premium to the Offering Price, subject to adjustment in certain circumstances (the “Conversion Price”). The Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures into Common Shares at the then current Conversion Price if the daily volume weighted average trading price of the Common Shares is greater than a 100% premium to the original Conversion Price for any 20 consecutive trading days.

The Convertible Debentures will bear interest at the rate of 11% per annum, payable semi-annually in arrears on the last business day of October and April of each year, beginning in October, 2025. The Convertible Debentures will mature on the fifth anniversary of the closing of the Concurrent Private Placement, unless earlier repurchased, redeemed, or converted in accordance with their terms.

The Convertible Debentures will not be redeemable at the Company’s option prior to the second anniversary of the closing of the Concurrent Private Placement. On or after the second anniversary of the closing of the Concurrent Private Placement, the Convertible Debentures will be redeemable at the Company’s option, in whole or in part, at a price equal to the principal amount of the Convertible Debentures to be redeemed including any accrued and unpaid interest thereon, plus a portion of the interest that would become payable between the redemption date and the maturity date of the Convertible Debentures.

The Convertible Debentures will be secured and include customary covenants and events of default for a transaction of this nature.

Completion of the Concurrent Private Placement is subject to customary conditions for transaction of this nature, including the closing of the Offering and the approval of the TSXV and the satisfaction or waiver of any condition precedent to the completion of the Acquisition, other than the completion of the Concurrent Private Placement and such other conditions as by their nature are to be satisfied at or following the Closing of the Concurrent Private Placement.

In connection with the Concurrent Private Placement, the Company will pay the Agents a cash commission equal to 4.0% of the gross proceeds from the Concurrent Private Placement and shall pay an arrangement fee of $216,210 plus reimbursement of certain expenses to the lead investor.

Advisors and Counsel

Canaccord Genuity Corp. and Roth Canada, Inc. are financial advisors to Tiny. Norton Rose Fulbright Canada LLP and Chapman Tripp are legal counsel to Tiny in connection with the Acquisition, the Offering, and the Concurrent Private Placement. The Raine Group is financial advisor to Serato. Avid.Legal is legal counsel to the shareholders of Serato in connection with the Acquisition. Blake, Cassels & Graydon LLP is legal counsel to the Underwriters in connection with the Offering and to the Co-Lead Underwriters in connection with the Concurrent Private Placement.

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

Cautionary Note Regarding Forward-Looking Information

Certain statements in this press release and in the Company’s oral and written public communications may constitute forward-looking statements that reflect management’s expectations regarding the Company’s future growth, financial performance and business prospects and opportunities, including in respect of the proposed Acquisition, as of the date of this press release. 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 anticipated benefits of and strategic rationale for the Acquisition; the impact of the Acquisition on the Company and its business; the anticipated timing and receipt of required regulatory approvals; the anticipated timing for closing the Acquisition; the nature, size and sources of financing available to the Company; the timing, details and pricing of the Offering and Concurrent Private Placement; satisfaction of conditions to the lead investor’s investment in the Concurrent Private Placement; timing for the satisfaction of closing conditions under the Acquisition Agreement; and the expected date of the closing of the Acquisition. 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 inherent risks and uncertainties. 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. There are also risks that are inherent in the nature of the Acquisition, including failure to satisfy the conditions to the closing of the Acquisition and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for closing of the Acquisition may change for a number of reasons, including the inability to secure necessary regulatory or other approvals in the time assumed or the need for additional time to satisfy the conditions to the closing of the Acquisition. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the Acquisition. 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 30, 2024 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.

Non-IFRS Measures

Certain information presented in this press release contain non- IFRS accounting standards as issued by the International Accounting Standards Board (“IFRS”) measures that are used by us as indicators of financial performance. These financial measures do not have standardized meanings prescribed under IFRS and our computation may differ from similarly-named computations as reported by other entities and, accordingly, may not be comparable. These financial measures should not be considered as an alternative to, or more meaningful than, measures of financial performance as determined in accordance with IFRS as an indicator of performance. The Company believes these measures may be useful supplemental information to assist investors in assessing our operational performance and our ability to generate cash through operations. The non-IFRS measures also provide investors with insight into our decision making as we use these non-IFRS measures to make financial, strategic and operating decisions.

Because non-IFRS measures do not have a standardized meaning and may differ from similarly-named computations as reported by other entities, securities regulations require that non-IFRS measures be clearly defined and qualified, reconciled with their nearest IFRS measure and given no more prominence than the closest IFRS measure.

If non-IFRS measures are included in documents incorporated by reference herein, information regarding these non-IFRS measures are presented in the sections dealing with these financial measures in such documents.

Non-IFRS measures are not audited. Unless otherwise indicated, the financial information presented in this release is prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. These non-IFRS measures have important limitations as analytical tools and investors are cautioned not to consider them in isolation or place undue reliance on ratios or percentages calculated using these non-IFRS measures.

NON-IFRS MEASURES RECONCILIATIONS

All figures reported in the non-IFRS reconciliation below (including, in particular, those relating to FY2024 and Q4 2024 for Tiny) are unaudited and preliminary and subject to change and adjustment as the Company’s financial results for the fourth quarter and year ended December 31, 2024 are finalized. Accordingly, investors are cautioned not to place undue reliance on such figures. The preliminary unaudited results provided in this news release constitute forward-looking statements within the meaning of applicable securities laws, are based on several assumptions and are subject to a number of risks and uncertainties. Actual results may differ materially.

EBITDA and Adjusted EBITDA (Tiny)

Net debt to adjusted EBITDA ratio (Tiny)

Adjusted EBITDA Margin (Serato) for the nine-month period ended September 30, 2024

Run Rate Revenue (Serato)

Recurring Revenue (Serato)

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

SOURCE Canaccord Genuity