Tiny Ltd.

This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. Unless an exemption from the prospectus delivery requirement has been granted, or is otherwise available, the legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. This short form prospectus may qualify an “at-the-market distribution” as defined in National Instrument 44-102 - Shelf Distributions.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

This short form base shelf prospectus constitutes a public offering of the securities only in those jurisdictions where such securities may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. The securities to be offered hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any of the securities laws of any state of the United States and may not be offered or sold or otherwise disposed of in the United States or to or for the account of U.S. persons absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Unless otherwise specified in the applicable prospectus supplement, this short form prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby within the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Tiny Ltd. at 2900 – 550 Burrard Street Vancouver, British Columbia V6C 0A3, telephone: 778-870-8250, and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

September 29, 2023

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TINY LTD.

$150,000,000

Common Shares Debt Securities Warrants Units Subscription Receipts

Tiny Ltd. (the “ Corporation ”, “ Tiny ”, “ us ”, “ we ” or “ our ”) may offer, issue and sell, as applicable, from time to time Class A common shares (“ Common Shares ”), debt securities (“ Debt Securities ”), warrants (“ Warrants ”) to acquire any of the other securities that are described in this short form base shelf prospectus (the “ Prospectus ”), units (“ Units ”) comprised of one or more of any of the other securities that are described in this Prospectus, and subscription receipts (“ Subscription Receipts ”) to acquire any of the other securities that are described in this Prospectus, or any combination of such securities (all of the foregoing collectively, the “ Securities ” and individually, a “ Security ”) in an aggregate offering amount of up to $150,000,000, in one or more transactions during the 25-month period that this Prospectus, including

any amendments hereto, remains effective. The aggregate initial offering price shall be calculated, in the case of interest-bearing Debt Securities, on the basis of the principal amount of the Debt Securities issued, and, in the case of non-interest bearing Debt Securities, on the basis of the gross proceeds received by the Corporation from the particular offering.

The Securities may be offered by us or by our securityholders. Securities may be offered separately or together, in amounts, at prices and on such terms and conditions as may be determined from time to time depending on, among other things, the Corporation’s financing requirements, market conditions at the time of sale and other factors. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution. If Securities are offered on a nonfixed price basis, the underwriters’, dealers’ or agents’ compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents to the Corporation. See “ Plan of Distribution ”.

The specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in one or more prospectus supplements (each, a “ Prospectus Supplement ”) to this Prospectus, including, where applicable: (a) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price (in the event the offering is a non-fixed price distribution), whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares; (b) in the case of Debt Securities, the aggregate principal amount and ranking of Debt Securities being offered, the issue and delivery date, the maturity date, the offering price or manner of determining the offering price, the interest provisions, the currency or currency unit for which the Debt Securities may be purchased, the authorized denominations, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities, the form of Debt Securities, whether the Debt Securities will be secured by any of the Corporation's assets or guaranteed by any other person, and any other terms specific to the Debt Securities; (c) in the case of Warrants, the offering price or manner of determining the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Common Shares or other securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, and any other specific terms; (d) in the case of Units, the number of Units being offered, the offering price and the number and terms of the Securities comprising the Units; and (e) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price or manner of determining the offering price, whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other terms specific to the Subscription Receipts. A Prospectus Supplement relating to a particular offering of Securities may also include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

The Securities may be offered separately or together or in any combination, and as separate series. In addition, the Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or one of its subsidiaries. The consideration for any such acquisition may consist of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to prospective purchasers together with this Prospectus to the extent required by applicable laws. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of Securities to which the Prospectus Supplement pertains. Prospective investors should read this Prospectus and any applicable Prospectus Supplement carefully before investing in any Securities issued pursuant to this Prospectus

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell directly to one or more purchasers or through agents. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers or agents involved in the sale of such Securities, the terms of engagement and the compensation of any such underwriters, dealers or agents.

Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities.

The Securities may be offered and sold pursuant to this Prospectus through underwriters, dealers, directly or through agents designated from time to time at amounts and prices and other terms determined by us. In connection with any underwritten offering of Securities, unless otherwise specified in the relevant Prospectus Supplement, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters', dealers' or agents' over-allotment position acquires those Securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the overallotment position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. A Prospectus Supplement will set out the names of any underwriters, dealers or agents involved in the sale of our Securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such Securities, including the net proceeds we expect to receive from the sale of such Securities, if any, the amounts and prices at which such Securities are sold, the compensation of such underwriters, dealers or agents and other material terms of the plan of distribution. See “ Plan of Distribution ”.

This Prospectus also qualifies the distribution of Securities by certain of our securityholders (each a “ Selling Securityholder ”). One or more Selling Securityholders may sell Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through statutory exemptions, or through agents designated from time to time. See “Plan of Distribution” and “Selling Securityholders”.

The Common Shares are listed on the TSX Venture Exchange (the “ TSXV ”) under the symbol “TINY” and are quoted on the OTC Market (the “ OTC ”) under the symbol “TNYZF”. On September 28, 2023, being the last trading day prior to this Prospectus, the closing price of our Common Shares on the TSXV was $3.34 and on the OTC was USD$2.48. Unless otherwise specified in the applicable Prospectus Supplement, Securities other than Common Shares will not be listed on any securities exchange or quotation system. There is currently no market through which such Securities other than Common Shares may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus and the Prospectus Supplement relating to such Securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See “ Risk Factors ”.

Purchasers of Securities should be aware that the acquisition of Securities may have tax consequences. This Prospectus does not discuss Canadian or other tax consequences and any such tax consequences may not be described fully in any applicable Prospectus Supplement with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

This prospectus may qualify an “at-the-market distribution” (as such term is defined in National Instrument 44-102 - Shelf Distributions ).

In connection with any offering of Securities, other than an “at-the-market distribution”, unless otherwise specified in a prospectus supplement, the underwriters or agents may over-allot or effect transactions which

stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See “Plan of Distribution”.

No underwriter of the “at-the-market distribution” (as defined under applicable Canadian securities legislation) and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the Securities in connection with such distribution, including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an over-allocation position in the securities.

An investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in Securities. See “ Risk Factors ”.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

The registered office of the Corporation is 2900 – 550 Burrard Street Vancouver, British Columbia V6C 0A3 and its head office is located at 400 – 1152 Mainland Street, Vancouver, British Columbia V6B 4X2.

All dollar amounts in this Prospectus are in Canadian dollars, unless otherwise indicated.

Information contained on the Corporation and its subsidiaries' websites should not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities. Market data and certain industry forecasts used in this Prospectus or any applicable Prospectus Supplement and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. The Corporation believes that these sources are generally reliable, but the accuracy and completeness of the information is not guaranteed. The Corporation has not independently verified this information and does not make any representation as to the accuracy of this information.

Section Page	Section Page
EXPLANATORY NOTE REGARDING	EARNINGS COVERAGE RATIOS ............... 11
BUSINESS COMBINATION ........................... 1
	TAX CONSIDERATIONS ............................. 11
ABOUT THIS PROSPECTUS .......................... 1
	DESCRIPTION OF COMMON SHARES ..... 11
DOCUMENTS INCORPORATED BY
REFERENCE ..................................................... 1	DESCRIPTION OF DEBT SECURITIES ...... 12
CAUTIONARY NOTE REGARDING	DESCRIPTION OF WARRANTS .................. 14
FORWARD-LOOKING STATEMENTS ......... 4
	DESCRIPTION OF UNITS ............................ 15
NON-IFRS MEASURES ................................... 5
	DESCRIPTION OF SUBSCRIPTION
TRADEMARKS AND TRADE NAMES ......... 6	RECEIPTS ....................................................... 16
TINY LTD. ........................................................ 6	RISK FACTORS ............................................. 17
USE OF PROCEEDS ........................................ 7	LEGAL MATTERS ........................................ 20
PLAN OF DISTRIBUTION .............................. 7	AUDITORS, REGISTRAR AND
	TRANSFER AGENT ...................................... 20
SELLING SECURITYHOLDERS .................... 9
	EXEMPTIONS ................................................ 20
CONSOLIDATED CAPITALIZATION ......... 10
	PURCHASER’S STATUTORY AND
PRIOR SALES................................................. 11	CONTRACTUAL RIGHTS OF
	WITHDRAWAL AND RESCISSION ............ 21
TRADING PRICE AND VOLUME ................ 11
	CERTIFICATE OF TINY LTD. ....................... 1

EXPLANATORY NOTE REGARDING BUSINESS COMBINATION

On April 17, 2023, the Corporation acquired 100% of the issued and outstanding securities of a private issuer, Tiny Capital Ltd. (“ Tiny Capital ”), which under National Instrument 51-102 - Continuous Disclosure Obligations (“ NI 51-102 ”) constituted a “reverse takeover” (the “ Business Combination ”). Upon the completion of the Business Combination, the Corporation continued out of British Columbia under the Business Corporations Act (British Columbia) and into the federal jurisdiction of Canada under the Canada Business Corporations Act and, in connection therewith, changed its name to “Tiny Ltd.” (the “ Continuance ”). In connection with the Business Combination, the Corporation is the “reverse takeover acquiree" and Tiny Capital is the “reverse takeover acquirer”, each as defined in NI 51-102. See “ Recent Developments ” for additional information.

ABOUT THIS PROSPECTUS

Readers should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide readers with information different from that contained in this Prospectus (or incorporated by reference herein). The Corporation takes no responsibility for, and can provide no assurance as to, the reliability of any other information that others may give readers of this Prospectus. The Corporation is not making an offer of Securities in any jurisdiction where the offer is not permitted. Readers are required to inform themselves about, and to observe any restrictions relating to, any offer of Securities and the possession or distribution of this Prospectus and any applicable Prospectus Supplement.

Readers should not assume that the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date of this Prospectus or the respective dates of the documents incorporated by reference herein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates, regardless of the time of delivery of this Prospectus and any applicable Prospectus Supplement or of any sale of the Securities. The business, financial condition, operating results and future prospects of the Corporation may have changed since those dates.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities in compliance with applicable Canadian securities laws. We do not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable Canadian securities laws. Information contained on, or otherwise accessed through, the Corporation and its subsidiaries’ websites shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference herein.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Tiny Ltd. at 2900 – 550 Burrard Street, Vancouver, British Columbia V6C 0A3, telephone: 778-870-8250, and are also available electronically under our profile on SEDAR at www.sedarplus.ca.

The following documents, filed by the Corporation with the various securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2022 and 2021, together with the notes thereto and the independent auditors’ report thereon;
(b) the management’s discussion and analysis of the consolidated financial position, results of operations, and cash flows of the Corporation dated March 16, 2023 for the year ended December 31, 2022 (the “ Annual MD&A ”);
(c) the audited consolidated financial statements of Tiny Capital as at and for the years ended December 31, 2022 and 2021, together with the notes thereto and the independent auditors’ report thereon, filed on May 30, 2023;
(d) the management’s discussion and analysis of the consolidated financial position, results of operations, and cash flows of Tiny Capital dated May 1, 2023 for the year ended December 31, 2022;
(e) the interim condensed consolidated financial statements of the Corporation as at and for the three and six month periods ended June 30, 2023 and 2022, together with the notes thereto;
(f) the management’s discussion and analysis of the consolidated financial position, results of operations, and cash flows of the Corporation dated August 24, 2023 for the three and six month periods ended June 30, 2023;
(g) the management information circular of the Corporation dated March 6, 2023, filed on March 10, 2023, in connection with the special meeting of shareholders of the Corporation held on April 11, 2023 (the “ 2023 Information Circular ”) excluding Appendix C – “Fairness Opinion” and any references to the Fairness Opinion contained in the 2023 Information Circular;
(h) the management information circular of the Corporation dated May 12, 2023, filed on May 17, 2023, in connection with the annual general meeting of shareholder of the Corporation held on June 15, 2023;
(i) material change report of the Corporation dated January 30, 2023, in respect of the amalgamation agreement entered into with respect of the Business Combination (as defined herein); and
(j) material change report of the Corporation dated April 20, 2023, in respect of the closing of the Transaction (as defined herein).

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this Prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified

or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

Any document of the type required by National Instrument 44-101 – Short Form Prospectus Distributions (“ NI 44-101 ”) to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements (in each case, including any applicable exhibits containing updated earnings coverage information) and the independent auditor’s report thereon, management’s discussion and analysis and information circulars of the Corporation filed by the Corporation with securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of any offering under this Prospectus shall be deemed to be incorporated by reference into this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Corporation and readers should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein.

Upon a new annual information form and annual consolidated financial statements being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective: (i) the previous annual consolidated financial statements and all interim condensed consolidated financial statements and, in each case, the accompanying management’s discussion and analysis of consolidated financial condition and consolidated results of operations, and (ii) material change reports filed prior to and business acquisition reports with respect to acquisitions completed prior to the commencement of the financial year of the Corporation in which the new annual information form is filed shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim condensed consolidated financial statements and the accompanying management’s discussion and analysis of consolidated financial condition and consolidated results of operations being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, all interim condensed consolidated financial statements and the accompanying management’s discussion and analysis of consolidated financial condition and consolidated results of operations filed prior to such new interim condensed consolidated financial statements and management’s discussion and analysis of consolidated financial condition and consolidated results of operations shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Corporation with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

References to the Corporation or its subsidiaries’ websites in any documents that are incorporated by reference into this Prospectus and any Prospectus Supplement do not incorporate by reference the information on such website into this Prospectus or any Prospectus Supplement, and we disclaim any such incorporation by reference.

Any “template version” of “marketing materials” (as those terms are defined in National Instrument 41-101 – General Prospectus Requirements ) pertaining to a distribution of Securities filed after the date of a Prospectus Supplement and before termination of the distribution of Securities offered pursuant to such Prospectus Supplement will be deemed to be incorporated by reference into the Prospectus Supplement for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information in relation to the Securities will be delivered to prospective purchasers of such Securities together with this Prospectus and shall be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement but only for the purposes of the offering of the Securities covered by that Prospectus Supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Corporation may make or provide statements or information in this Prospectus and in the documents incorporated by reference herein that are not based on historical facts and which are considered to be “forward-looking information” or “forward-looking statements” under Canadian securities laws. These statements relate to future events or future performance and reflect the expectations of management of the Corporation regarding the growth, results of operations, performance and business prospects and opportunities of the Corporation or its industry.

This Prospectus and the documents incorporated by reference herein may contain forward-looking statements. Forward-looking statements can typically be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature. Such forward-looking statements reflect current beliefs of management of the Corporation and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. While the Corporation considers these factors and assumptions to be reasonable based on information available as at the date of this Prospectus (or, in the case of documents incorporated by reference herein, as at the date of such documents), actual events or results could differ materially from the results, predictions, forecasts, conclusions or projections expressed or implied in the forward-looking statements.

Forward-looking statements in this Prospectus and the documents incorporated by reference in this Prospectus include but are not limited to statements pertaining to: the terms of the Securities to be issued and the description thereof in the applicable Prospectus Supplement; the use of proceeds from any offering of Securities, as described in the applicable Prospectus Supplement; the availability of a market for Securities; management’s outlook regarding future trends; statements or information concerning the Corporation’s growth strategy and the Corporation’s future performance and business prospects and opportunities; and statements and information concerning the Corporation’s investments and acquisitions.

Forward-looking statements made by the Corporation are based on a number of assumptions and other factors believed by the Corporation to be reasonable as at the date of this Prospectus (or, in the case of documents incorporated by reference herein, as at the date of such documents). Such assumptions and other factors include, among other things, assumptions and other factors regarding: the integration of the businesses of the Corporation and Tiny Capital; financing requirements; the market price for the Common Shares; global financial conditions; management of growth; the Corporation’s strategy of growth through acquisitions; currency fluctuations; competitive markets; the Corporation’s growth and ability to attract new customers, retain revenue from existing merchants, and increase sales to both new and existing customers; and future results of operations and client demand. Other assumptions, if any, are set out throughout this Prospectus and the documents incorporated by reference herein. If any of these assumptions prove to be inaccurate, the Corporation’s actual results could differ materially from those expressed or implied in forward-looking statements.

In evaluating these forward-looking statements, investors should specifically consider various risk factors, which, if realized, could cause the Corporation’s actual results to differ materially from those expressed or implied in forward-looking statements. Such risk factors are discussed in greater detail in the “Risk Factors” section in this Prospectus, the “Risk Factors” section of the Annual MD&A and the “Risks Related to the

Resulting Issuer Following the Transaction”, “Risks Related to the Operations of Tiny and the Resulting Issuer” and “Risk Related to the Operations of WeCommerce” sections of the 2023 Information Circular, as well as other risks detailed from time to time in reports filed by the Corporation with securities regulators or securities commissions or other documents that the Corporation makes public, which may cause events or results to differ materially from the results expressed or implied in any forward-looking statement.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. The Corporation cautions that the above list of risk factors and the risk factors detailed in the documents incorporated by reference are not exhaustive. There can be no assurance that actual results will be consistent with forward-looking statements. The Corporation does not take any responsibility to update or revise forward-looking information even if new information becomes available, unless legislation requires us to do so. Readers should not place undue reliance on forward-looking statements.

To the extent any forward-looking statement in this document constitutes financial outlook, within the meaning of applicable Canadian securities laws, such information is intended to provide investors with information regarding the Corporation, including the Corporation’s assessment of future financial plans, and may not be appropriate for other purposes. Financial outlook (including assumptions about future events, including economic conditions and proposed courses of action, based on the Corporation’s assessment of the relevant information currently available), as with forward-looking statements generally, is based on current estimates, expectations and assumptions and is subject to inherent risks and uncertainties and other factors.

All of the forward-looking information and forward-looking statements contained in this Prospectus, in the documents incorporated by reference herein and in any Prospectus Supplement is expressly qualified by the foregoing cautionary statements.

NON-IFRS MEASURES

The financial statements of the Corporation that are incorporated by reference in this Prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”). Certain information presented in this Prospectus, including certain documents incorporated by reference herein, may include non-IFRS measures that are used by us as indicators of financial performance. These financial measures do not have standardized meanings prescribed under IFRS and our computation may differ from similarly-named computations as reported by other entities and, accordingly, may not be comparable. These financial measures should not be considered as an alternative to, or more meaningful than, measures of financial performance as determined in accordance with IFRS as an indicator of performance. We believe these measures may be useful supplemental information to assist investors in assessing our operational performance and our ability to generate cash through operations. The non-IFRS measures also provide investors with insight into our decision making as we use these non-IFRS measures to make financial, strategic and operating decisions.

Because non-IFRS measures do not have a standardized meaning and may differ from similarly-named computations as reported by other entities, securities regulations require that non-IFRS measures be clearly defined and qualified, reconciled with their nearest IFRS measure and given no more prominence than the closest IFRS measure. If non-IFRS measures are included in documents incorporated by reference herein, information regarding these non-IFRS measures are presented in the sections dealing with these financial measures in such documents.

Non-IFRS measures are not audited. These non-IFRS measures have important limitations as analytical tools and investors are cautioned not to consider them in isolation or place undue reliance on ratios or percentages calculated using these non- IFRS measures.

TRADEMARKS AND TRADE NAMES

This Prospectus and the documents incorporated by reference herein include certain trademarks and trade names which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this Prospectus and in the documents incorporated by reference herein may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. All other trademarks used in this Prospectus or the documents incorporated by reference herein are the property of their respective owners.

This summary does not contain all of the information about the Corporation that may be important to you. You should read the more detailed information and financial statements and related notes that are incorporated by reference in and are considered to be a part, of this Prospectus.

Tiny is a leading technology holding company with a strategy of acquiring majority stakes in wonderful businesses. Tiny has three core business segments, Beam, WeCommerce and Dribbble, with other standalone businesses including a private equity investment fund.

Beam, and its subsidiary companies including MetaLab, helps start-ups to Fortune 500 companies to design, build and ship premium digital products for both mobile and web. The company’s capabilities as an endto-end product partner provide clients with intimate insight into end-user behavior, allowing for a thorough, strategy-led approach to product design, engineering, brand positioning and marketing.

WeCommerce provides merchants with a suite of ecommerce software tools to start and grow their online stores. The WeCommerce family of companies and brands includes Pixel Union, Out of the Sandbox, KnoCommerce, Archetype, Yopify, SuppleApps, Rehash, Foursixty and Stamped. As one of Shopify’s first partners since 2010, WeCommerce is focused on building, acquiring, and investing in leading technology businesses operating in the Shopify partner ecosystem.

Dribbble is a creative network and community that design professionals use to meet, collaborate, and showcase their work. Dribbble also owns online marketplaces including Creative Market and Fontspring for graphics, fonts, templates, and other digital assets.

Other standalone businesses include several software and internet companies and the operation of a private equity fund where the Corporation serves as the general partner (the “ Tiny Fund ”). The Tiny Fund commenced operations in August 2020 and has total committed capital of US$150 million.

The registered office of the Corporation is 2900 – 550 Burrard Street Vancouver, British Columbia V6C 0A3.

The head office is located at 400 – 1152 Mainland Street, Vancouver, British Columbia V6B 4X2. The Corporation’s phone number is 778-870-8250.

Further details concerning the Corporation, including information with respect to the Corporation’s assets, operations and history, are provided in the documents incorporated by reference into this prospectus.

Readers are encouraged to thoroughly review these documents as they contain important information about the Corporation.

Recent Developments

On April 17, 2023, the Corporation entered into a contribution agreement with WeCommerce Holdings Limited Partnership whereby, among other things, the Corporation transferred all of its assets, including the outstanding equity securities of WeCommerce Operations Ltd., Stamped Technologies Pte. Ltd., WeCommerce General Partner Ltd., and Archetype Themes Limited Partnership to its wholly-owned subsidiary, WeCommerce Holdings Limited Partnership (the “ Pre-Closing Reorganization ”).

In connection with the Pre-Closing Reorganization, on April 17, 2023, WeCommerce Holdings Limited Partnership, entered into an amended and restated credit facility with JPMorgan Chase Bank, N.A., on substantially the same terms as the former credit facility with JPMorgan Chase Bank, N.A.

Thereafter, on April 17, 2023, the Corporation completed a transaction whereby (i) Tiny Capital amalgamated with 1396773 B.C. Ltd., a former wholly-owned subsidiary of the Corporation (the “ Business Combination ”), (ii) the Corporation completed two vertical short form amalgamations with its former subsidiaries under the Business Corporations Act (British Columbia) (the “ Post-Closing Reorganization ”), and (iii) the Continuance (together with the Business Combination and the Post-Closing Reorganization, collectively, the “ Transaction ”) was effected. For more information with respect to the Transaction, refer to the 2023 Information Circular which is incorporated by reference into this Prospectus.

In connection with the Continuance, the Corporation adopted new Articles and Bylaws, copies of which are available on under our profile on SEDAR at www.sedarplus.ca.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, the net proceeds from the issuance and/or sale of Securities will be used for general corporate purposes, including funding ongoing operations and/or capital requirements, reducing the level of indebtedness outstanding from time to time, settling obligations outstanding from time to time, discretionary capital programs and potential future acquisitions. The net proceeds to the Corporation from any offering of Securities and the proposed use of those proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

PLAN OF DISTRIBUTION

The Corporation and any Selling Securityholder may sell the Securities, separately or together: (i) to one or more underwriters or dealers; (ii) through one or more agents; or (iii) directly to one or more purchasers, subject to applicable law. The prospectus supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as, as applicable, the method of distribution, the issue price (if the offering is a fixed price distribution), the manner of determining the issue price (if the offering is a non-fixed price distribution) and the terms of the offering of such Securities, including the net proceeds to the Corporation or the applicable Selling Securityholder and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms of such offering. Only underwriters so named in the prospectus supplement are deemed to be underwriters in connection with the Securities offered thereby.

The Securities may be sold from time to time in one or more transactions at fixed prices or non-fixed prices, such as prices determined by reference to the prevailing price of Securities in a specified market, at market

prices prevailing at the time of sale or at prices to be negotiated with purchasers, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions , including sales made directly on the TSXV or other existing trading markets for the securities. Prices may also vary as between purchasers and during the period of distribution of Securities. If, in connection with the offering of securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the securities at the initial offering price fixed in the applicable prospectus supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such prospectus supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid by the underwriters to the Corporation or the applicable Selling Securityholder. Without limiting the generality of the foregoing, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering as defined in National Instrument 44-102 – Shelf Distributions and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under applicable Canadian securities laws, which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange.

In connection with any offering of Securities, except with respect to “at-the-market” offerings, the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases.

No underwriter or dealer involved in an “at-the-market” offering, as defined under applicable Canadian securities laws, under this prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities. In the event that the Corporation determines to pursue an “at-the-market” offering in Canada, the Corporation shall apply for the applicable exemptive relief from the Canadian securities commissions.

If underwriters purchase Securities as principal, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase those Securities will be subject to certain conditions precedent, and the underwriters may be obligated to purchase all the Securities offered by the prospectus supplement if any of such Securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

The Securities may also be sold directly by the Corporation or any Selling Securityholder in accordance with applicable securities laws at prices and upon terms agreed to by the purchaser and the Corporation or the Selling Securityholder, as applicable, or through agents designated by the Corporation or the Selling Securityholder, as applicable, from time to time. Any agent involved in the offering and sale of Securities

pursuant to a particular Prospectus Supplement will be named, and any commissions payable by the Corporation or the Selling Securityholder, as applicable, to that agent will be set forth, in such Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent would be acting on a best efforts basis for the period of its appointment.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Corporation or the Selling Securityholder, as applicable, in the form of commissions, concessions and discounts. Any such commissions may be paid out of the Corporation’s or the Selling Securityholder’s general funds, as applicable, or the proceeds of the sale of Securities. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreement to be entered into with the Corporation or the Selling Securityholder, as applicable, to indemnification by the Corporation or the Selling Securityholder, as applicable, against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

Any offering of Securities, other than Common Shares, will be a new issue of securities. There is currently no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this prospectus. Unless otherwise specified in the applicable prospectus supplement, the Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities or stock exchange and purchasers may not be able to resell such Securities purchased under this prospectus and the applicable prospectus supplement. This may affect the pricing of the Debt Securities, Subscription Receipts, Warrants or Units in the secondary market (if any), the transparency and availability of trading prices (if any), the liquidity of the Debt Securities, Subscription Receipts, Warrants or Units (if any), and the extent of issuer regulation. Certain dealers may make a market in these Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in these Securities or as to the liquidity of the trading market, if any, for these Securities.

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable prospectus supplement, the securities offered hereby have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and may not be offered, sold or delivered in the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each underwriter, dealer, agent and direct purchaser of Securities will agree that it will not offer, sell or deliver Securities within the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States.

SELLING SECURITYHOLDERS

This Prospectus may also, from time to time, relate to the offering of Securities by way of a secondary offering by certain Selling Securityholders. The terms under which the Securities may be offered by Selling Securityholders will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of Securities by Selling Securityholders will include, without limitation, where applicable:

(1) the names of the Selling Securityholders;
(2) the number and type of Securities owned, controlled or directed by each of the Selling Securityholders;

(3) the number of Securities being distributed for the account of each Selling Securityholder;
(4) the number of Securities to be owned, controlled or directed by the Selling Securityholders after the distribution and the percentage that number or amount represents out of the total number of outstanding Securities of the relevant class;
(5) whether the Securities are owned by the Selling Securityholders, both of record and beneficially, of record only or beneficially only;
(6) if the Selling Securityholder purchased any of the Securities held by it in the 24 months preceding the date of the Prospectus Supplement, the date or dates on which the Selling Securityholders acquired the Securities; and
(7) if the Selling Securityholder acquired the Securities held by it in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to the Selling Securityholder in the aggregate and on a per security basis.

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Corporation that will result from the issuance of Securities pursuant to such Prospectus Supplement.

Other than as set out in the table below, and as more fully described under the “Prior Sales” section of this Prospectus, there have been no material changes in the Corporation's share and loan capitalization on a consolidated basis since June 30, 2023, the date of the Corporation's most recent financial statements.

Designation of Security	Authorized Amount	Outstanding as at June 30,2023(1)	Outstanding as at the date of this Prospectus(2)
Common Shares(3) Restricted share units (4) Deferred share units (4) Performance share units(4) Common Share purchase options(4) Long term debt, including current portion	unlimited 10% of issued and outstanding Common Shares 10% of issued and outstanding Common Shares 10% of issued and outstanding Common Shares 10% of issued and outstanding Common Shares N/A	177,314,514 509,123 34,798 388,380 80,296 $113,042,923	177,371,319 488,824 34,798 388,380 62,140 $116,800,293

Notes:

(1) Reflects capitalization of WeCommerce, prior to giving effect to the Transaction.
(2) Reflects capitalization of the Corporation, after giving effect to the Transaction.

(3) 660,373 outstanding shares remain subject to a repurchase option in favour of the Corporation.
(4) The Corporation’s omnibus equity incentive compensation plan approved by shareholders of the Corporation on June 15, 2023 (as amended from time to time, the “ Omnibus Plan ”) limits the maximum number of Common Shares available for issuance pursuant to awards granted under the Omnibus Plan at 10% of the issued and outstanding Common Shares from time to time on a non-diluted basis.

The material change in the consolidated capitalization of the Corporation is as a result of the Transaction. See “ Tiny Ltd. – Recent Developments ”.

PRIOR SALES

The applicable Prospectus Supplement will provide, as required, information regarding prior sales of Securities with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The Common Shares are listed for trading on the TSXV under the symbol “TINY”. Trading price and volume information of the Common Shares will be provided as required in each prospectus supplement to this Prospectus.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences generally applicable to an investor acquiring, holding and disposing any Securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

DESCRIPTION OF COMMON SHARES

The Corporation is authorized to issue an unlimited number of Common Shares. As of the date of this Prospectus, there were 177,371,319 Common Shares issued and outstanding.

Each Common Share entitles the holder to receive notice of and to attend all meetings of the shareholders of the Corporation (“ Shareholders ”), other than meetings at which only the holders of another class or series of shares are entitled to vote. Each Common Share entitles the holder to one vote at all meetings of Shareholders. The holders of Common Shares, in the discretion of the board of directors of the Corporation (the “ Board of Directors ”), are entitled to receive out of any monies properly applicable to the payment of dividends, any dividends declared and payable on the Common Shares.

Upon any liquidation, dissolution or winding-up of the Corporation, or other distribution of the Corporation’s assets among its Shareholders for the purposes of winding-up the affairs of the Corporation, the holders of the Common Shares are entitled to share on a share-for-share basis in the distribution.

There are no pre-emptive or conversion rights and the Common Shares are not subject to redemption. All Common Shares currently outstanding and to be outstanding upon the exercise of any securities convertible into Common Shares, are or will be, fully paid and non-assessable.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of Debt Securities sets forth certain general terms and provisions of Debt Securities in respect of which a Prospectus Supplement may be filed. The particular terms and provisions of Debt Securities offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Debt Securities.

Debt Securities may be issued separately or in combination with one or more other Securities. The Corporation may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this Prospectus.

The Debt Securities will generally be issued under one or more indentures (each, a “ Debt Indenture ”), in each case between the Corporation and one or more banks or trust companies as trustees (each, a “ Trustee ”).

The following description sets forth certain general terms and provisions of the Debt Securities and is not intended to be complete. The particular terms and provisions of the Debt Securities and a description of how the general terms and provisions described below may apply to the Debt Securities will be included in the applicable Prospectus Supplement. The following description is subject to the detailed provisions of any applicable Debt Indenture, a copy of which will be filed by the Corporation with the securities commission or similar regulatory authority in each of the applicable provinces of Canada after it has been entered into and will be available electronically under our profile on SEDAR at www.sedarplus.ca.

General

The Debt Securities may be issued from time to time in one or more series. The Corporation may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of such series.

Any Prospectus Supplement for Debt Securities supplementing this Prospectus will contain the specific terms and other information with respect to the Debt Securities being offered thereby. The description may include, but may not be limited to, any of the following, if applicable:

(1) the designation, aggregate principal amount and authorized denominations of such Debt Securities;
(2) any limit upon the aggregate principal amount of such Debt Securities;
(3) the currency or currency units for which such Debt Securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars);
(4) the offering price (at par, at a discount or at a premium) of such Debt Securities;
(5) the denominations in which registered Debt Securities will be issuable;
(6) the date or dates on which such Debt Securities will be issued and delivered;

(7) the date or dates on which such Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determination of such date(s);
(8) the rate or rates per annum (either fixed or floating) at which such Debt Securities will bear interest (if any) and, if floating, the method of determination of such rate;
(9) the date or dates from which any such interest will accrue and on which such interest will be payable and the record date or dates for the payment of such interest, or the method of determination of such date(s);
(10) the covenants applicable to the Debt Securities;
(11) the nature and priority of any security for the Debt Securities;
(12) if applicable, the provisions for subordination of such Debt Securities to other indebtedness of the Corporation, and the extent of that subordination;
(13) the Trustee(s) under the Debt Indenture pursuant to which such Debt Securities are to be issued;
(14) each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange;
(15) any redemption term or terms under which such Debt Securities may be defeased whether at or prior to maturity;
(16) any repayment or sinking fund provisions;
(17) any events of default applicable to such Debt Securities;
(18) whether such Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
(19) whether such Debt Securities will be exchangeable or convertible into Common Shares or other Securities of the Corporation, and the terms, conditions and procedures for such exchange or conversion and any provisions for the adjustment thereof;
(20) if applicable, the ability of the Corporation to satisfy all or a portion of any redemption of such Debt Securities, any payment of any interest on such Debt Securities or any repayment of the principal owing upon the maturity of such Debt Securities through the issuance of securities of the Corporation or of any other entity, and any restriction(s) on the persons to whom such securities may be issued;
(21) the provisions applicable to the modification of the terms of the Debt Indenture;
(22) material Canadian federal income tax consequences of owning the Debt Securities; and
(23) any other specific terms or covenants applicable to such Debt Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus. In addition, to

the extent that any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.

Ranking

The Debt Securities will be direct secured or unsecured obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation as described in the applicable Prospectus Supplement. The Corporation reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Debt Securities in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Debt Securities described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Debt Securities.

DESCRIPTION OF WARRANTS

The following description sets forth certain general terms and provisions of Warrants that may be issued hereunder and is not intended to be complete. Warrants may be offered separately or together with other Securities and may be attached to or separate from other Securities. The Warrants either will be issued under a warrant indenture or agreement that will be entered into by the Corporation or a Trustee at the time of issuance of the Warrants or will be represented by warrant certificates.

Holders of Warrants are not shareholders of the Corporation. Potential purchasers of Warrants should refer to the warrant indenture, if any, relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of any warrant indenture, if any, relating to an offering or Warrants will be filed by the Corporation with the securities regulatory authorities in applicable Canadian offering jurisdictions after the Corporation has entered into it.

The particular terms and provisions of Warrants offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Warrants. This description may include, but is not limited to, any of the following, if applicable:

(1) the title or designation of the Warrants;
(2) the aggregate number of Warrants offered;
(3) the currency or currency unit in which the Warrants are offered or denominated;
(4) the price at which the Warrants will be offered;
(5) the number of Common Shares and/or other Securities of the Corporation purchasable upon exercise of the Warrants and the procedures for exercise;
(6) the exercise price of the Warrants;

(7) the dates or periods during which the Warrants are exercisable and when they expire;
(8) any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
(9) the designation and terms of any other Securities with which the Warrants will be offered, if any, and the number of Warrants that will be offered with each such security;
(10) the minimum or maximum amount, if any, of Warrants that may be exercised at any one time;
(11) whether the Warrants will be subject to redemption or call provisions and, if so, the terms of such redemption or call provisions;
(12) whether the Warrants will be issued in fully registered or global form;
(13) the material income tax consequences of owning, holding and disposing of the Warrants; and
(14) any other material terms and conditions of the Warrants including, without limitation, transferability and adjustment terms and whether the Warrants will be listed on a stock exchange.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Warrants in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Warrants described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Warrants.

DESCRIPTION OF UNITS

Units may be comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. A Unit Agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. This description may include, but is not limited to, any of the following, if applicable::

(1) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
(2) the number of Units offered and the offering price of the Units;

(3) the currency or currency unit in which the Units are offered or denominated;
(4) any provisions for the issuance, payment, settlement, exercise, conversion, transfer or exchange of the Units or of the Securities comprising the Units;
(5) whether the Units will be issued in fully registered or global form; and
(6) any other material terms and conditions of the Units.

The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Units in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Units described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Units.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following description sets forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete. A Subscription Receipt would entitle the holder thereof to receive a Common Share and/or other Securities, for no additional consideration, upon the completion of a particular transaction or event, typically an acquisition of the assets or securities of another entity by the Corporation or one or more of its subsidiaries. The subscription proceeds from an offering of Subscription Receipts will be held in escrow by an escrow agent pending the completion of the transaction or the termination time (the time at which the escrow terminates regardless of whether the transaction or event has occurred). Holders of Subscription Receipts will receive Common Shares and/or other Securities upon the completion of the particular transaction or event or, if the transaction or event does not occur by the termination time, a return of the subscription funds for their Subscription Receipts together with any interest or other income earned thereon. Holders of Subscription Receipts are not shareholders of the Corporation.

The particular terms and provisions of Subscription Receipts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. This description may include, but is not limited to, any of the following, if applicable:

(1) the number of Subscription Receipts;
(2) the price at which the Subscription Receipts will be offered;
(3) the designation and terms of the Securities that may be acquired on exchange of the Subscription Receipts;
(4)
the name of the escrow agent;
(5) the procedures for the exchange of the Subscription Receipts into Common Shares or other Securities;
(6) the number of Common Shares or other Securities that may be obtained upon exercise of each Subscription Receipt;

(7) the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Common Share or Security;
(8) the terms applicable to the holding and release or return of gross proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
(9) whether the Subscription Receipts will be subject to redemption or call provisions and, if so, the terms of such redemption or call provisions;
(10) whether the Subscription Receipts will be issued in fully registered or global form; and
(11) any other material terms and conditions of the Subscription Receipts.

Subscription Receipts may be offered separately or in combination with one or more other Securities. The Subscription Receipts will be issued under a subscription receipt agreement. A copy of the subscription receipt agreement will be filed by the Corporation with the securities commission or similar regulatory authority in each of the provinces of Canada after it has been entered into by the Corporation and will be available electronically under our profile on SEDAR at www.sedarplus.ca.

Pursuant to the Subscription Receipt Agreement, original purchasers of Subscription Receipts will have a contractual right of rescission against the Corporation, following the issuance of the underlying Common Shares or other Securities to such purchasers upon the surrender or deemed surrender of the Subscription Receipts, to receive the amount paid for the Subscription Receipts in the event that this Prospectus and any amendment thereto contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within 180 days from the closing date of the offering of Subscription Receipts.

RISK FACTORS

Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this Prospectus and the documents incorporated by reference herein, including the applicable Prospectus Supplement. Additional risk factors relating to a specific offering of Securities may be described in the applicable Prospectus Supplement. Some of the risk factors described herein and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, are interrelated and, consequently, investors should treat such risk factors as a whole. If any event arising from these risks occurs, our business, financial condition, operating results and future prospects, and your investment in the Securities could be materially adversely affected. Additional risks and uncertainties of which we currently are unaware or that are unknown or that we currently deem to be immaterial could have a material adverse effect on our business, financial condition, operating results and future prospects. We cannot assure you that we will successfully address any or all of these risks.

No Assurance of Active or Liquid Market

No assurance can be given that an active or liquid trading market for the Common Shares will be sustained. If an active or liquid market for the Common Shares fails to be sustained, the prices at which such shares trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of the Common Shares, the markets for similar securities, general economic conditions and the Corporation’s financial condition, historic financial performance and future prospects.

There is no public market for the Preferred Shares, Debt Securities, Warrants, Units or Subscription Receipts and, unless otherwise specified in the applicable Prospectus Supplement, the Corporation does not intend to apply for listing of such Securities on any securities exchange. If the Preferred Shares, Debt Securities, Warrants, Units or Subscription Receipts are traded after their initial issue, they may trade at a discount from their initial offering prices depending on the market for similar securities and other factors including general economic conditions and the Corporation’s financial condition. There can be no assurance as to the liquidity of the trading market for the Preferred Shares, Debt Securities, Warrants, Units or Subscription Receipts or that a trading market for these Securities will develop.

Public Markets and Share Prices

The market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSXV, OTC Market or any other stock exchange could be subject to significant fluctuations in response to variations in the Corporation’s financial results or other factors. In addition, fluctuations in the stock market may adversely affect the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on a stock exchange regardless of the financial performance of the Corporation. Securities markets have also experienced significant price and volume fluctuations from time to time. In some instances, these fluctuations have been unrelated or disproportionate to the financial performance of issuers. Market fluctuations may adversely impact the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on a stock exchange. There can be no assurance of the price at which the Common Shares that become listed and posted for trading on a stock exchange will trade.

Additional Issuances and Dilution

The Corporation may issue and sell additional securities of the Corporation from time to time. The Corporation cannot predict the size of future issuances of securities of the Corporation or the effect, if any, that future issuances and sales of securities will have on the market price of any securities of the Corporation that are issued and outstanding from time to time. Sales or issuances of substantial amounts of securities of the Corporation, or the perception that such sales could occur, may adversely affect prevailing market prices for the securities of the Corporation that are issued and outstanding from time to time. With any additional sale or issuance of securities of the Corporation, holders will suffer dilution with respect to voting power and may experience dilution in the Corporation’s earnings per share. Moreover, this Prospectus may create a perceived risk of dilution resulting in downward pressure on the price of the Corporation’s issued and outstanding Common Shares, which could contribute to progressive declines in the prices of such securities.

Discretion Regarding Use of Proceeds

Management of the Corporation will have broad discretion with respect to the application of net proceeds received by the Corporation from the sale of Securities under this Prospectus or a future Prospectus Supplement and may spend such proceeds in ways that do not improve the Corporation’s results of operations or enhance the value of the Common Shares or its other securities issued and outstanding from time to time. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Corporation’s business or cause the price of the securities of the Corporation issued and outstanding from time to time to decline.

Negative Cash Flow from Operating Activities and Availability of Additional Financing is Uncertain

The Corporation has incurred net losses in the past and may incur losses in the future unless it can derive sufficient revenues from its business. There can be no assurance that sufficient revenues will be generated in the near future. To the extent that the Corporation has negative operating cash flows in future periods, it

may need to deploy a portion of its existing working capital to fund such negative cash flows. The Corporation may require additional financing to fund its operations to the point where it is generating positive cash flows. Such future losses could have an adverse effect on the market price of the Common Shares, which could cause investors to lose part or all of their investment.

Even if its financial resources upon the completion of any offering of Securities pursuant to this Prospectus are sufficient to fund its current operations, there is no guarantee that the Corporation will be able to achieve its business objectives. The continued development of the Corporation may require additional financing in order to execute its business model and growth strategy. The Corporation has conducted investigations as to potential financing sources and the level of financing each component may reasonably be expected to contribute. However, the actual availability of financing, the involvement of any or all of the potential participant groups and their level of participation, and the details and terms of any eventual financing will be dependent on numerous conditions, including but not limited to general market conditions, global and local financial conditions, and other economic considerations at the time. While the Corporation anticipates that financing for its business activities and general working capital and corporate purposes can be arranged, such financing is highly dependent on factors outside of the Corporation’s control and there can be no assurance that the Corporation will be successful in arranging such financing at all, or if so, under acceptable terms and conditions. In addition, from time to time, the Corporation may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with equity and/or debt, which may temporarily increase the Corporation’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Corporation’s inability to raise financing for its business activities and general working capital and corporate purposes could limit its growth and may have a material adverse effect upon future profitability and on the market price of the Common Shares, which could cause investors to lose part or all of their investment.

Limited Operating History

The Corporation has a limited operating history. While members of the Corporation’s management team and the Board of Directors have significant expertise within the ecommerce sector, the Corporation itself has a limited history of operations and there can be no assurance that the business will be successful or profitable or the Corporation will be able to successfully execute its business model and growth strategy. If the Corporation is unable to execute its business model and growth strategy, it may have a material adverse effect on the Corporation’s business, results of operations and financial condition. Further, the Corporation will therefore be subject to many of the risks common to early-stage enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial, and other resources and limited revenues. There is no assurance that the Corporation will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of the early stage of operations.

Ability to Achieve the Desired Synergies and Benefits of the Transaction

The Transaction was completed with the expectation that it will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for the Corporation. These anticipated benefits will depend in part on whether Tiny Capital’s and WeCommerce’s operations can be integrated in an efficient and effective manner. The extent to which synergies are realized and the timing of such cannot be assured.

The Corporation may be unable to successfully integrate the businesses and realize the anticipated benefits of the Transaction. The failure to achieve the desired synergies and benefits of the Transaction or the failure to successfully integrate the businesses of Tiny Capital and WeCommerce could have a material adverse effect on the market price of the Corporation’s Common Shares.

For additional information in respect of the risks affecting our business, see “ Documents Incorporated by Reference ”, including, without limitation: (i) the “ Risk Factors ” section of the Annual MD&A, (ii) the “ Risks Related to the Resulting Issuer following the Transaction ” and “ Risks Related to the Operations of WeCommerce ” section of the 2023 Information Circular, and (iii) the “ Risks Related to the Operations of Tiny and the Resulting Issuer ” section of Appendix H of the 2023 Information Circular, each of which is available under our profile on SEDAR at www.sedarplus.ca.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to the Securities, certain legal matters will be passed upon on our behalf by Fasken Martineau DuMoulin LLP. As of the date of this Prospectus, the partners and associates of Fasken Martineau DuMoulin LLP, as a group, beneficially own, directly or indirectly, less than 1% of any class of our outstanding securities.

AUDITORS, REGISTRAR AND TRANSFER AGENT

KPMG LLP, the independent auditor of the Corporation, WeCommerce Holdings Ltd., and Tiny Capital Ltd., is located in Vancouver, British Columbia and is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The transfer agent and registrar of the Common Shares is Computershare Investor Services Inc. at their office in Vancouver, British Columbia.

EXEMPTIONS

Section 2.2(d)(ii) of NI 44-101 requires that the Corporation have a “current AIF” (as defined in NI 44101), in at least one jurisdiction in which the Corporation is a reporting issuer in order to qualify to file a prospectus under NI 44-101 (the “ AIF Requirement ”). The Corporation is relying on the exemption provided in Subsection 2.7(2) of NI 44-101 to be relieved from the AIF Requirement. Subsection 2.7(2) of NI 44-101 provides that the AIF Requirement does not apply to a successor issuer if (a) the successor issuer is not exempt from the requirement to file annual financial statements, but the successor issuer has not yet, since the completion of the transaction giving rise to the creation of the successor issuer (the “ Restructuring Transaction ”), been required under applicable legislation to file annual financial statements and (b) an information circular relating to the Restructuring Transaction was filed by the successor issuer or an issuer that was a party to the Restructuring Transaction, and such information circular included disclosure in accordance with Item 14.2 of Form 51-102F5. As the Business Combination was completed on April 17, 2023, the Corporation is not yet required to file annual financial statements, and the 2023 Information Circular contains disclosure in accordance with Item 14.2 of Form 51-102F5.

Pursuant to a decision of the Autorité des marchés financiers dated August 23, 2023, the Corporation was granted a permanent exemption from the requirement to translate this prospectus into French, any of the documents incorporated by reference herein into French or any prospectus supplement to be filed in relation to an “at-the-market distribution” into French. This exemption is granted on the condition that this prospectus and any prospectus supplement be filed on the Corporation’s SEDAR profile and on the condition that this prospectus and any prospectus supplement (other than in relation to an “at-the-market

distribution”) be translated into French, if the Corporation offers Securities to Québec purchasers in connection with an offering other than in relation to an “at-the-market distribution”.

PURCHASER’S STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto. In several of the provinces, securities legislation further provides the purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. However, purchasers of Securities distributed under an at-the-market distribution by the Corporation do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of National Instrument 44-102 - Shelf Distributions . A purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of Securities distributed under an at-the-market distribution by the Corporation may have against the Corporation or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

In addition, original purchasers of convertible, exchangeable or exercisable Securities (unless the Securities are reasonably regarded by the Corporation as incidental to the applicable offering as a whole) will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of the convertible, exchangeable or exercisable Security. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for the applicable convertible, exchangeable or exercisable Security (and any additional amount paid upon conversion, exchange or exercise) upon surrender of the underlying securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus.

In an offering of convertible, exchangeable or exercisable Subscription Receipts, Warrants or convertible, exchangeable or exercisable Debt Securities (or Units comprised partly thereof), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus is limited, in certain provincial securities legislation, to the price at which convertible, exchangeable or exercisable

Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.

CERTIFICATE OF TINY LTD.

Dated: September 29, 2023

This Prospectus, together with the documents incorporated in this Prospectus by reference, will, as of the date of the last supplement to this Prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus and the supplement(s) as required by the securities legislation of each of the provinces of Canada.

(Signed) “Andrew Wilkinson” (Signed) “David Charron” Co-Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors

(Signed) “Tim McElvaine” (Signed) “Carla Matheson” Director Director