Schedule One - tinyBuild Inc

tinyBuild, Inc

1209 Orange Street, Wilmington, New Castle, Delaware, USA

Delaware, United States of America

www.tinybuild.com

tinyBuild, Inc ("tinyBuild" or the "Company") is a leading video games publisher and developer with global operations. tinyBuild's strategic focus is in creating long-lasting IP by partnering with video games developers, establishing a stable platform on which to build multi-game and multimedia franchises.

Founded in 2013, tinyBuild has demonstrated a track record of identifying underdeveloped, underfunded games and adding creative and technical value to them prior to publishing. tinyBuild has published 40 games and has a pipeline of 23 titles scheduled to be released in the next 24 months.

tinyBuild now has staff across offices in the USA, the Netherlands, and Latvia. The Company also engages with independent contractors in the USA, the Netherlands, Latvia, Ukraine, Russia, Spain, Brazil, Slovakia, Belarus and Switzerland.

TBC common shares of US$0.001 each at an issue price of £TBC

Ticker: TBLD

ISIN: USU8884H1033

SEDOL: BN33QG4

No shares to be held in treasury.

The following has been extracted from the Company's AIM Admission Document:

The Shares have not been, and will not be, registered under the US Securities Act of 1933 (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States. The Shares will be offered and sold only outside of the United States to persons who are not US Persons or acting for the account or benefit of US Persons in "offshore transactions" (as defined in Regulation S under the US Securities Act) in accordance with, and in reliance on, the safe harbour from registration provided by Section 903(b)(3), or Category 3,  of Regulation S. 

Transfer restrictions

The Shares will be 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) must be in place in connection with the Placing and additional restrictions will be imposed on resales of the Shares. Hedging transactions in the Shares may not be conducted unless in compliance with the US Securities Act. The Shares are "restricted securities" as defined in Rule 144 under the US Securities Act. Purchasers of the Shares may not offer, sell, pledge or otherwise transfer the Shares, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person, except pursuant to a transaction meeting the requirements of Rules 901 to 905 (including the Preliminary Notes) of Regulation S, pursuant to an effective registration statement under the US Securities Act or pursuant to an exemption from the registration requirements of the US Securities Act. The Shares will be subject to these restrictions until at least the expiry of one year after the later of (i) the time when the Shares are first offered to persons other than distributors in reliance upon Regulation S and (ii) the date of the closing of the Placing, or such longer period as may be required under applicable law or as determined by the Company. The Company currently intends that these restrictions will remain in place indefinitely.

Settlement and CREST

The Company will establish a depositary programme. The Shares (represented by the Depository Interests) subscribed for and held by non-Affiliates of the Company will be held in the CREST system and identified with the marker "REG S Cat 3". The "REG S Cat 3" marker indicates that the Shares held in the CREST system will bear a legend which describes certain transfer restrictions and other information, including that: (a) the Shares may not be taken up, offered, sold, resold, delivered or distributed, directly or indirectly, within, into or from the United States or to, or for the account or benefit of, US Persons except (i) in an offshore transaction meeting the requirements of Regulation S, (ii) pursuant to an available exemption from registration under the US Securities Act, or (iii) pursuant to an effective registration statement under the US Securities Act; and (b) hedging transactions involving the Shares may not be conducted unless in compliance with the US Securities Act.

Capital to be raised: £TBC (£TBC of which is for the Company and £TBC of which is for the Selling Shareholders)

Anticipated market capitalisation on admission of approximately £TBC

TBC%

N/A

Directors:

Aleksandrs ('Alex') Ņičiporčiks (Chief Executive Officer)

Antonio Jose Assenza (Chief Financial Officer)

Luke Robert Burtis (Chief Operating Officer)

Proposed Directors:                                                  

Carlos Henrique Olifiers (Non-Executive Chairman)

Neil James Catto (Non-Executive Director)

Note: (1) Includes shares held by Luke Burtis' connected parties

Swan Partners Limited

oneGas Ltd

Nektorov, Saveliev & Partners

AVELLUM

ZAB Sorainen

TeekensKarstens advocaten notarissen

Richards, Layton & Finger, P.A

RSM UK Tax and Accounting Limited

(i)         31 December

(ii)        30 June 2020

(iii)       30 June 2021, 30 September 2021, 30 June 2022

Mid-March 2021

Zeus Capital Ltd

82 King Street

Manchester

M2 4WQ

10 Old Burlington Street

London

W1S 3AG

Joint Broker:

Zeus Capital Ltd

10 Old Burlington Street

London

W1S 3AG

Joint Broker:

Joh. Berenberg, Gossler & Co. KG, London Branch

60 Threadneedle Street

London

EC2R 8HP

23 February 2021

NEW