Results of Special Meeting and Total Voting Rights

tinyBuild, Inc.

26 January 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

26 January 2024

tinyBuild, Inc.

(the "Company" and together with its subsidiaries "tinyBuild" or the "Group")

Results of Special Meeting and Total Voting Rights

$12.3m of new funding strengthens the balance sheet following successful vote

tinyBuild, Inc. (AIM: TBLD), a premium video games publisher and developer with global operations, is pleased to announce that at the special meeting of the stockholders of the Company (the "Special Meeting"), held earlier today, all of the Resolutions set out in the circular dated 22 December 2023 were duly approved.

Further to this, the Company can now confirm that it will issue, pursuant to the Fundraise, 193,341,081 new shares (the "Offer Shares") at 5 pence per share (the "Issue Price"), raising gross proceeds of approximately US$12.3[1] million in aggregate. Net proceeds of the Fundraise will be approximately US$11.4 million. The issue of the Offer Shares will be split as follows:

·      153,080,000 Offer Shares under the Subscription, raising gross proceeds of approximately US$9.75 million;

·      4,000,000 Offer Shares under the Placing, raising gross proceeds of approximately US$0.25 million;

·      31,416,902 Offer Shares under the Private Placement, raising gross proceeds of approximately $2.00 million; and

·      4,844,179 Offer Shares under the Open Offer, raising gross proceeds of $0.31 million as previously announced.

Admission and Total Voting Rights

Pursuant to the Fundraise, the Company has applied to the London Stock Exchange for 193,341,081 new shares to be admitted to trading on AIM ("Admission"). The new shares will trade in the Company's restricted line of Common Stock under the symbol TBLS (ISIN: USU8884H1371). It is expected that Admission will occur at 8:00 a.m. on or around 30 January 2024.

Following Admission, the Company's issued share capital will comprise 397,219,319 Shares and that number may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. The Company does not hold any shares in treasury.

Commenting on the results of the Special Meeting and Fundraise Alex Nichiporchik, Chief Executive of the Company, said:

"I am delighted that the fundraise has been approved by shareholders and I'm proud to support tinyBuild through a turbulent time. I believe in tinyBuild, our people, the products, and the culture we've built and I'm pleased we have got through this challenging situation.

The Company has a fantastic pipeline of games, supported by a diversified back catalogue and a great publishing team. I appreciate the faith shareholders have put into us, and the tinyBuild team are excited about the years ahead."

Capitalised terms not defined in this announcement will have the meanings (unless the context otherwise requires) set out in the circular dated 22 December 2023, which is available on the Company's website https://www.tinybuildinvestors.com.

For further information please contact:

tinyBuild, Inc.	[e-mail]
Alex Nichiporchik - Chief Executive Officer
Giasone (Jaz) Salati - Chief Financial Officer
Michael Schauble - Chief Commercial Officer
Berenberg (Nominated Advisor and Sole Broker) Mark Whitmore, Ciaran Walsh, Milo Bonser	Tel: [phone]
SEC Newgate (Financial PR)	[e-mail]
Robin Tozer, Harry Handyside, Molly Gretton	[phone]

The person responsible for releasing this announcement is Giasone Salati, Chief Financial Officer.

tinyBuild, Inc. LEI: 2138002FIMZYDVU3BD12

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Alex Nichiporchik
2.	Reason for the notification
(a)	Position/status	Chief Executive Officer
(b)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer
(a)	Name	tinyBuild, Inc.
(b)	LEI	2138002FIMZYDVU3BD12
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the Financial Instrument	Common stock with par value of $0.001 per share
(b)	Identification code of the Financial Instrument	USU8884H1371
(c)	Nature of the transaction	Purchase of shares
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		5 pence	153,080,000
(e)	Aggregated information -             Aggregated volume -             Price	N/A
(f)	Date of the transaction	26 January 2024
(g)	Place of the transaction	London Stock Exchange

Important Notices

No action has been taken by the Company, Berenberg or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Offer Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Berenberg to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") or the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union Withdrawal Act 2018 (the "UK Prospectus Regulation") as applicable)) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan, the Russian Federation or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Offer Shares is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Offer Shares are being offered and sold by the Company only outside the United States in "offshore transactions" (as such terms are defined in Regulation S under the Securities Act ("Regulation S")) in accordance with, and in reliance on, the safe harbour from registration provided by Rule 903(b)(3), or Category 3, of Regulation S and otherwise in accordance with applicable. The securities referred to herein are subject to the conditions listed under Rule 903(b)(3), or Category 3, of Regulation S. Under Category 3, offering restrictions (as defined under Regulation S) are in place and additional restrictions are imposed on resales of the securities referred to herein. Further, hedging transactions in the securities referred to herein may not be conducted unless in compliance with the US Securities Act.  No public offering of securities is being made in the United States.

This Announcement is for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are:  (a) if in a member state of the European Economic Area (the "EEA"), persons who are qualified investors, within the meaning of Article 2(E) of the Prospectus Regulation ("Qualified Investors"); or (b) if in the United Kingdom, 'Qualified Investors' within the meaning of Article 2(E) Of the UK Prospectus Regulation and who are also: (i) persons who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within Article 49(2)(a) to (d) (high net worth bodies companies, unincorporated associations, etc) of the Order, or (c) persons to whom it may otherwise be lawfully communicated, and in all cases who are capable of being categorised as a professional client or an eligible counterparty for the purposes of the FCA conduct of business rules, (all such persons referred to in (a), (b) and (c) above together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is available in the EEA or the United Kingdom only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement must not be acted on or relied on by persons in the EEA or the United Kingdom who are not Relevant Persons.

In Canada, no prospectus has been filed with any securities commission or similar regulatory authority in respect of the Offer Shares. No such securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the merits of any proposed offering of the Offer Shares and any representation to the contrary is an offence; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Offer Shares and the Offer Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Offer Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.

This Announcement contains forward-looking statements. Forward-looking statements are not historical facts but are based on certain assumptions of management regarding our present and future business strategies and the environment in which we will operate, which the Company believes to be reasonable but are inherently uncertain, and describe the Company's future operations, plans, strategies, objectives, goals and targets and expectations and future developments in the markets. Forward-looking statements typically use terms such as "believes", "projects", "anticipates", "expects", "intends", "plans", "may", "will", "would", "could" or "should" or similar terminology. Any forward-looking statements in this Announcement are based on the Company's current expectations and, by their nature, forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control, that could cause the Company's actual results and performance to differ materially from any expected future results or performance expressed or implied by any forward-looking statements. As a result, you are cautioned not to place undue reliance on such forward-looking statements. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. Some of the information is still in draft form and will only be finalised, if legally verifiable, at a later date. The Company undertakes no obligation to release the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement, unless required to do so by applicable law or regulation, and the parties named above disclaim any such obligation.

Berenberg and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Berenberg and its affiliates may provide such services to the Company and/or its affiliates in the future.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Berenberg or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Offer Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised, and subject to limited regulation by, the FCA in the United Kingdom. Berenberg is acting exclusively for the Company and no one else in connection with the contents of this Announcement and other matters described in this Announcement and will not regard any other person as its client in relation to the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the content of this Announcement or any other matters referred to in this Announcement.

Notice to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Offer Shares have been subject to a product approval process, which has determined that the Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels to professional clients and eligible counterparties (the "UK Target Market Assessment").

Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the UK Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Offer Shares and determining appropriate distribution channels.

Capitalised terms used but not defined in this Announcement have the meaning given in the Placing Announcement unless otherwise stated.

The information below set out in accordance with the requirement of Market Abuse Regulation (EU) NO. 596/2014, including as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 provides further detail.

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[1]  An exchange rate of £1:US$1.2732, as previously used in the Circular, has been used in this announcement.

 

END