Tiny Announces Definitive Agreement to acquire WholesalePet

Tiny Ltd. (“Tiny” or the “Company”) (TSXV: TINY), a Canadian technology holding company, today announced that its private partnership Tiny Fund I, LP (the “Buyer”) has entered into a definitive agreement (the “Definitive Agreement”) to acquire Retail Store Networks, Inc (d/b/a WholesalePet.com) (“WSP”), a B2B marketplace for wholesale pet products from EMERGE US Holdings LLC (the “Seller”), a subsidiary of EMERGE Commerce Ltd. (“EMERGE”) (TSXV:ECOM).

WholesalePet

Founded in 2001, WSP has established itself as one of the largest pet wholesale marketplaces in the United States, growing gross merchandise value by more than 100% over the last 10-years. WSP specializes in serving pet boutiques, pet stores, and pet service businesses, including pet boarding and grooming. The platform enables thousands of independent pet retailers to purchase pet products from a diverse range of manufacturers and distributors. WSP operates solely as a marketplace, carrying no inventory.

Management Commentary

“We are excited to partner with Tiny for the next stage of growth at WholesalePet,” said founder Robert Nelson. “We believe Tiny’s long-term oriented approach and experience with marketplace businesses will enable us to continue to improve our platform and best serve our customers for years to come.”

“When we spoke to store owners and people in the independent pet retailer community, they often knew the WholesalePet team by name,” said Andrew Wilkinson, co-founder of Tiny. “This speaks to the incredible brand and reputation they have built over the last 23 years. We’re excited to build upon this with the team at WholesalePet to continue supporting the independent pet retail community.”

Transaction Overview

Pursuant to the Definitive Agreement, the Buyer has agreed to pay the Seller cash consideration of US$9,250,000 on closing of the transaction (the “Closing”), subject to standard closing adjustments.

The Closing is expected to occur prior to the end of January 2024, or such other date as the Seller and the Buyer may mutually agree. Closing is subject to customary closing conditions in favour of the Buyer and the Seller, including EMERGE receiving final approval of the TSX Venture Exchange.

About Tiny

Tiny is a Canadian-based investment company focused primarily on investing and acquiring majority stakes in businesses that it expects to hold over the long-term. The Company is structured to give maximum flexibility to operating management teams by maintaining a focus at the parent company level on only three areas: capital allocation, management, and incentives. This structure enables each company to run independently and focus on what they do best, within an incentive structure that is designed to drive results for both the operating business and ultimately for Tiny and its shareholders.​

Tiny currently has three principle reporting segments: Digital Services, which provides design, engineering, brand positioning and marketing services to help companies of all sizes deliver premium web and mobile products​; E-Commerce Platform, which is home to a complementary portfolio of recurring revenue software businesses that support merchants, as well as digital themes businesses that sell templates to Shopify merchants​; and Creative Platform, which is comprised primarily of Dribbble, the leading social network for designers and digital creatives, as well as a premier online marketplace for digital assets such as fonts and templates.​

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

About EMERGE Commerce

EMERGE Commerce (TSXV: ECOM) is a diversified acquirer and operator of niche e-commerce brands in Canada and the U.S. The Company’s properties provide members with access to offerings across a variety of verticals.

To learn more visit https://www.emerge-commerce.com/.

Cautionary Note Regarding Forward-Looking Information:

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 completion of the transaction and the timing thereof and Company's beliefs regarding the future prospects of WSP.

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: EMERGE receiving final approval of the transaction by the TSX Venture Exchange, credit, liquidity and additional financing risks for the Company; stock market volatility; changes in e-commerce industry growth and trends; changes in the business activities, focus and plans of the Company; changes in general economic, business and political conditions, including challenging global financial conditions and the impact of the novel coronavirus pandemic; competition risks; potential conflicts of interest; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; 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 management information circular dated March 6, 2023 available on SEDAR+ at https://www.sedarplus.ca 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.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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