Tiny Announces Majority Acquisition of Letterboxd

Partnership enables Letterboxd to accelerate critical advancements aimed at further establishing it as the leading social network for film discussion and discovery

VICTORIA, British Columbia–(BUSINESS WIRE)–Tiny Ltd. (“Tiny” or the “Company”) (TSXV: TINY), a Canadian technology holding company, today completed a majority acquisition of Letterboxd, a global social platform for film discovery and discussion. Letterboxd’s founders will continue to lead the business independently while leveraging their partnership with Tiny to accelerate the platform’s growth as it continues to scale.

Letterboxd

Founded in 2011 by film fans Matthew Buchanan and Karl von Randow, Letterboxd has experienced significant growth over the past 5 years, climbing into the top 1,500 websites globally and recently surpassing 10 million members across 200+ countries – a significant milestone from 4.1 million members in 2021 and 1.8 million in 2020. A rare independent social network, Letterboxd has captured the attention of younger audiences, particularly those aged 18 to 24, who are looking for more meaningful ways to connect online around shared interests. Letterboxd’s members gather on the platform to track what they watch, engage in discourse through sharing of reviews and lists, log and rate movies, and follow other like-minded cinephiles.

Building on this community-driven success, Letterboxd has also broadened its reach by forming partnerships this year with industry leaders like The Academy and Netflix, expanding its content base to include editorial (‘Journal‘) and audio (‘The Letterboxd Show’ podcast), and providing coverage of festivals, red-carpet premieres, and other industry happenings.

Management Commentary

“Teaming up with Tiny represents a big leap forward for us,” said Matthew Buchanan and Karl von Randow, co-founders of Letterboxd. “Tiny’s impressive track record, which includes spurring the growth of the thriving design community, Dribbble, speaks to their ability to cultivate and grow businesses like ours without altering the fundamental components that have made them successful. We see this as a huge win for our community, enabling us to cement Letterboxd’s future with additional resources without sacrificing the DNA of what makes it special.”

“We’ve been huge fans and users of Letterboxd for a long time and could not be more excited to join forces with Matthew, Karl, and the rest of the team for the long-term,” added Andrew Wilkinson, Co-founder of Tiny. Our aim is to make Letterboxd the ultimate destination for anyone looking to discover or discuss movies online. If you’re running out of things to watch, it’s because you haven’t used Letterboxd yet—and we believe that the potential for superior discovery is a large opportunity.”

Transaction Overview

The investment was completed through Tiny Fund I, LP, the Company’s private partnership and will help accelerate critical product advancements, such as long-anticipated community-requested features and expansions to Letterboxd’s media suite. The transaction qualified as an “Exempt Transaction” within the meaning of TSX Venture Exchange Policy 5.3 and terms of the transaction were not disclosed.

In connection with the transaction, the founders of Letterboxd have agreed to subscribe for a total of 1,430,346 Class A common shares (“Common Shares”) of Tiny at a price of CAD$3.40 per Common Share for gross proceeds to Tiny of CAD$4,863,176 (the “Private Placement”). The proceeds of the Private Placement are expected to be used for working capital and general corporate purposes. No finder’s fees or commissions will be paid in connection with the Private Placement.

The Common Shares issued pursuant to the Private Placement will be subject to a statutory hold period of four months and one day from closing in accordance with applicable securities laws. The Private Placement is subject to the approval of the TSX Venture Exchange and is expected to close on or about October 6, 2023.

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.

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 Private Placement and the use of proceeds thereof as well as the Company’s beliefs regarding the future prospects of Letterboxd.

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: the receipt of the approval of the TSX Venture Exchange for the completion of the Private Placement; 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.

Contacts

Company:

David Charron

Chief Financial Officer

Phone: 416-418-3881

Email: [email protected]