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Tilly’s, Inc. Announces Pricing Of Its Initial Public Offering

Tilly’s, Inc. (NYSE: TLYS) today announced the pricing of its initial public offering of 8,000,000 shares of Class A common stock at $15.50 per share. Tilly’s is offering 7,600,000 shares and selling stockholders are offering 400,000 shares. The shares will be listed on the New York Stock Exchange under the symbol “TLYS” and will begin trading today. The underwriters have a 30-day option to purchase up to an additional 1,200,000 shares from the selling stockholders to cover overallotments, if any. Tilly’s will not receive any proceeds from the sale of shares by the selling stockholders.

Tilly’s expects to receive proceeds, net of the underwriting discounts and offering expenses, of approximately $107.6 million. Tilly’s intends to use $84.0 million to pay in full the principal amount of notes held by existing stockholders representing the final undistributed "S" corporation earnings of World of Jeans & Tops, a wholly-owned subsidiary. The remaining proceeds will be used for working capital and general corporate purposes.

Goldman, Sachs & Co., BofA Merrill Lynch, and Piper Jaffray & Co. acted as book-running managers, and William Blair & Company and Stifel Nicolaus Weisel acted as co-managers for this offering. Latham & Watkins LLP served as legal counsel to Tilly’s in connection with the offering.

The offering is being made only by means of the written prospectus forming part of the effective registration statement. A copy of the final prospectus may be obtained by contacting Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone 1-866-471-2526, facsimile 212-902-9316, or by emailing prospectus-ny@ny.email.gs.com; BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department, or by emailing dg.prospectus_requests@baml.com; or Piper Jaffray & Co., Attn: Equity Capital Markets, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, telephone 800-747-3924, or by emailing prospectus@pjc.com.

A registration statement relating to shares of Tilly’s Class A common stock was declared effective by the U.S. Securities and Exchange Commission on May 3, 2012. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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