Tiny Ltd. — Interim / Quarterly Report 2023

May 11, 2023

Interim Condensed Consolidated Financial Statements (Expressed in Canadian dollars)

For the three-month periods ended March 31, 2023 and March 31, 2022 (Unaudited)

Interim Condensed Consolidated Statements of Financial Position (Expressed in Canadian dollars) (Unaudited)

	Notes	March 31, 2023	December 31, 2022
Assets
Current assets
Cash and cash equivalents		$9,129,722	$10,946,852
Restricted cash		258,392	257,121
Trade and other receivables	4	2,865,315	2,116,794
Income taxes receivable		392,766	201,578
Prepaid expenses and deposits		703,314	812,012
		13,349,509	14,334,357
Deferred income tax asset		97,537	1,287,379
Property and equipment	5	174,813	182,582
Intangible assets	6	45,809,113	49,051,112
Goodwill	7	106,806,437	106,864,843
		$166,237,409	$171,720,273
Liabilities and Shareholder's Equity
Current liabilities
Trade and other payables	8	$5,140,444	$4,402,843
Contract liability	9	4,196,937	3,882,075
Income taxes payable		219,693	114,250
Foreign currency and interest swapderivatives	10	326,349	90,575
Contingent consideration payable	10	1,420,965	1,232,504
Indemnity holdback	16	-	1,346,726
Bank loan	11	5,137,114	4,780,712
		16,441,502	15,849,685
Deferred income tax liability		424,380	1,385,847
Bank loan	11	41,453,710	42,154,354
		58,319,592	59,389,886
Shareholder's equity
Share capital	12	130,096,685	128,142,618
Contributed surplus		666,337	2,613,563
Retained deficit		(31,914,673)	(27,598,831)
Accumulated other comprehensive income		9,069,468	9,173,037
		107,917,817	112,330,387
		$166,237,409	$171,720,273

Subsequent events 17

The accompanying notes are an integral part of these condensed consolidated financial statements.

Approved on behalf of the Board:

Tim McElvaine Director

Chris Sparling Director

Interim Condensed Consolidated Statements of Net (Loss)/Income and Comprehensive Loss (Expressed in Canadian dollars) (Unaudited)

Notes Three-month period ended March 31, 2023 Three-month period ended March 31, 2022 Revenue Recurring subscription revenue 8,104,423 7,354,028 Digital goods revenue 4,523,329 3,745,630 Agency service revenue 937,314 994,101 13,565,066 12,093,759 Expenses Staff 6,665,123 5,592,313 Share-based compensation (recovery) 13 (85,691) 901,365 Fees paid to ecommerce platforms 1,503,064 1,490,230 Depreciation and amortization 5,6 3,238,400 3,064,477 Professional fees 430,886 692,624 Advertising 483,186 593,229 General and office expenses 245,115 90,578 Hosting and subscriptions 1,007,915 707,255 Acquisition costs 2,467,468 104,819 Other 135,527 137,045 16,090,993 13,373,935 Operating loss (2,525,927) (1,280,176) Other expenses/(income) Finance costs 1,261,001 597,524 Revaluation of contingent consideration 10 189,462 (2,147,090) Loss/(gain) on sale of intangibles and property and equipment - (1,579) Foreign exchange gain (7,898) (560,770) 1,442,565 (2,111,915) (Loss)/income before taxes (3,968,492) 831,739 Income tax expense/(recovery) Current 118,933 263,489 Deferred 228,417 (221,864) Net (loss)/income (4,315,842) 790,114 Other comprehensive loss Items that will not be reclassified subsequently to net loss: Foreign currency translation adjustments (103,569) (1,836,556) Comprehensive loss (4,419,411) (1,046,442) (Loss)/earnings per share Basic 14 (0.10) 0.02 Diluted 14 (0.10) 0.02

The accompanying notes are an integral part of these condensed consolidated financial statements.

Interim Condensed Consolidated Statements of Changes in Shareholder's Equity (Expressed in Canadian dollars) (Unaudited)

		Common	Share	Contributed	Accumulated	Deficit	Shareholder's
	Notes	shares (#)	capital	surplus	othercomprehensiveincome/(loss)		equity
Balance, December 31, 2021		39,824,209	109,408,687	3,424,757	842,437	(4,959,713)	108,716,168
Issuance of common shares on exercise ofshare optionsand restricted share units	13	13,562	187,929	(187,929)	-	-	-
Share-based compensation	13	-	-	901,365	-	-	901,365
Payments of contingent consideration	16	1,241,742	14,354,537	-	-	-	14,354,537
Net incomefor the period		-	-	-	-	790,114	790,114
Foreign currency translation adjustments		-	-	-	(1,836,556)	-	(1,836,556)
Balance, March 31, 2022		41,079,513	123,951,153	4,138,193	(994,119)	(4,169,599)	122,925,628
Balance, December 31, 2022		41,614,768	128,142,618	2,613,563	9,173,037	(27,598,831)	112,330,387
Issuance of common shares on exercise ofshare options, restricted share units anddeferred share units	13	263,732	1,954,067	(1,861,535)	-	-	92,532
Share-based compensation	13	-	-	(85,691)	-	-	(85,691)
Net loss for the period		-	-	-	-	(4,315,842)	(4,315,842)
Foreign currency translation adjustments		-	-	-	(103,569)	-	(103,569)
Balance, March 31, 2023		41,878,500	130,096,685	666,337	9,069,468	(31,914,673)	107,917,817

The accompanying notes are an integral part of these condensed consolidated financial statements.

Interim Condensed Consolidated Statements of Cash Flows (Expressed in Canadian dollars) (Unaudited)

	Three-months	Three-months
	period ended	period ended
	March 31, 2023	March 31, 2022
Cash provided by/(used in):
Operating activities
Net (loss)/income for the period	(4,315,842)	790,114
Adjustments for:
Finance costs	1,261,001	597,524
Depreciation and amortization	3,238,400	3,064,477
Income tax (recovery)/expense	347,350	41,625
Fair value adjustment of contingent consideration	189,462	(2,147,090)
Loss/(gain) on sale of intangibles and property and equipment	-	(1,579)
Foreign exchange gain	(7,898)	(560,770)
Share-based compensation	(85,691)	901,365
Income taxes paid	(127,743)	-
Changes in non-cash working capital balances:
Trade and other receivables	(748,521)	1,002,661
Prepaid expense and deposits	108,698	(271,385)
Trade and other payables	1,045,291	34,414
Contract liability	313,531	455,822
Cash provided by operating activities	1,218,038	3,907,178
Financing activities
Repayment of term loan	(338,237)	(625,825)
Interest paid	(1,478,490)	(526,514)
Proceeds on issuance of shares on exercise of options	92,532	-
Cash financing fees paid related to credit facility	-	(61,644)
Cash used in by financing activities	(1,724,195)	(1,213,983)
Investing activities
Purchase of property and equipment	(18,815)	(55,791)
Proceeds on disposal of intangibles and property and equipment	-	1,933
Acquisition of KnoCommerce, net of cash received of $10,195	-	(2,426,028)
Payment of indemnity holdback	(1,361,409)	-
Payments of contingent consideration	-	(200,000)
Cash used in investing activities	(1,380,224)	(2,679,886)
Foreign exchange on cash	69,251	74,754
(Decrease)/increase in cash	(1,817,130)	88,063
Cash, beginning of period	10,946,852	26,122,247
Cash, end of period	9,129,722	26,210,310

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

1. Nature of operations

WeCommerce Holdings Ltd. (the "Company") was incorporated on November 27, 2019 under the laws of the Province of British Columbia and maintains its registered office at 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3. Its head office is located at 400 - 1152 Mainland Street, Vancouver, British Columbia, V6B 4X2. Pursuant to a reverse takeover acquisition of Brachium Capital Corp. (a Canadian company listed on the TSX Venture Exchange) on December 9, 2020, the Company's shares became publicly traded under the symbol "WE".

The Company invests in businesses who develop, sell, and support website themes and applications, as well as providing custom solutions, for clients on ecommerce platforms.

These financial results relate to the WeCommerce group of companies prior to the merger of WeCommerce Holdings Ltd. with Tiny Capital Ltd. ("Tiny Capital") which was completed on April 17, 2023. For further information, see Note 17.

2. Basis of preparation and measurement

(a) Basis of preparation

These interim condensed consolidated financial statements ("interim financial statements") of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim financial statements, International Accounting Standards ("IAS" 34, Interim Financial Reporting. These interim financial statements do not include all the information required for full annual financial statements and were approved by the Board of Directors for issue on May 11, 2023.

These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2022.

(b) Basis of measurement

These interim financial statements have been prepared on the going concern basis, under the historical cost basis except for certain financial instruments that are measured at fair value, as detailed in the Company's significant accounting policies disclosed in Note 3 in the audited consolidated financial statements for the year ended December 31, 2022.

(c) Basis of consolidation

A subsidiary is an entity controlled by the Company. Control exists when the Company has the power to manage, either directly or indirectly, the entity's financial and operational policies in order to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The financial statements of all subsidiaries are prepared to the same reporting date as the Company using consistent accounting policies.

As at December 31, 2022, the Company had the following wholly-owned operating subsidiaries:

WeCommerce Operations Ltd. Pixel Union Design Ltd. ("Pixel Union") Foursixty Holdings Inc. ("Foursixty") Stamped Technologies Pte. Ltd. ("Stamped")

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

Archetype Themes Limited Partnership ("Archetype") KnoCommerce Inc., formerly Kno Technologies Inc. ("KnoCommerce")

On January 1, 2023, WeCommerce completed a vertical short term amalgamation (the "Vertical Amalgamation") with its wholly-owned subsidiaries, Foursixty and Pixel Union (collectively, the "Subsidiaries"). The amalgamation of the Company and the Subsidiaries was undertaken in order to simplify the corporate structure of WeCommerce and to reduce administrative costs. No securities of WeCommerce were issued in connection with the amalgamation and WeCommerce's share capital in connection with the Vertical Amalgamation remained unchanged.

As at March 31, 2023, the Company had the following wholly-owned operating subsidiaries:

WeCommerce Operations Ltd. Stamped Archetype KnoCommerce

All Intra-Group balances and transactions are eliminated on consolidation.

(d) Functional and presentation currency

These interim financial statements are presented in Canadian dollars. The functional currency of WeCommerce and Archetype is the Canadian dollar. Prior to the vertical amalgamation on January 1, 2023, the functional currency of Foursixty and Pixel Union was the Canadian dollar. The functional currency of WeCommerce Operations Ltd., Stamped and KnoCommerce is the U.S. dollar. The assets and liabilities of subsidiary entities that have a different functional currency from the Company are translated at the exchange rate prevailing at the financial position reporting date. The income statements of such entities are translated at average rates of exchange during the period. All resulting exchange differences are recorded in other comprehensive loss.

Transactions denominated in currencies other than the functional currency are translated by applying the exchange rate prevailing on the date of the transaction. At each reporting date, all monetary assets and liabilities denominated in foreign currencies are translated at the rates prevailing at the financial position reporting date. Any resulting translation adjustments are recognized in the Consolidated Statement of Net (Loss)/Income and Comprehensive Loss.

(e) Estimates and judgments

The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting methods and the amounts recognized in the financial statements. These estimates and the underlying assumptions are established and reviewed continuously on the basis of past experience and other factors considered reasonable in the circumstances. They therefore serve as the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates.

Significant judgments and estimates relate to:

(i) Valuation of assets and liabilities acquired in business combinations

In a business combination, the company may acquire the assets and assume certain liabilities of an acquired entity. The estimate of fair values for these transactions involves judgment in

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

determining the fair values assigned to the tangible and intangibles assets acquired and the liabilities assumed on the acquisition. The determination of these fair values involves a variety of assumptions, including estimates surrounding the costs to acquire or reproduce a similar asset, expected future net cash flows and appropriate discount rates. Contingent consideration resulting from business combinations which is classified as a financial liability, is recorded at fair value at the acquisition date as part of the business combination based on expected discounted cash flows and is remeasured to fair value at each reporting date with any subsequent change in fair value recognized in the Consolidated Statement of Net (Loss)/Income and Comprehensive Loss.

(ii) Impairment of intangible assets and goodwill

Management assesses indicators of impairment for intangible assets and goodwill at each reporting date and performs a quantitative impairment test for goodwill at least annually and whenever events or circumstances indicate that the carrying amount may not be recoverable. When performing quantitative assessments, forecasts incorporate a number of key estimates and assumptions about future events, which are subject to uncertainty and might materially differ from the actual results. The key assumptions are annual revenue growth rate, operating margins, and pre-tax discount rates. In making these key estimates and judgements, management takes into consideration historical data from both external and internal sources and consideration of future industry trends existing at the reporting dates. These estimates are regularly compared to actual market data and actual transactions entered into by the Company.

(iii) Share-based compensation

The Company measures the cost of share-based compensation transactions with employees, and directors by reference to the fair value of the equity instruments at the date at which they are granted. These are offered to employees and directors in the form of stock options ("Options"), deferred share units ("DSUs"), restricted share units ("RSUs") or performance share units ("PSUs"). Options are settled in equity; DSUs, RSUs and PSUs are settled in cash or equity, or a combination of each, at the option of the Company. Estimating fair value for share-based compensation requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected term, volatility, and forfeiture rate. The expected term is determined based on management's estimate of the period of time between grant date and exercise date. Volatility is determined using a comparable peer group until such time as sufficient trading history is available for the Company's own shares.

(iv) Determination of functional currency

Determination of functional currency requires management to make judgments in evaluating primary and secondary indicators under IAS 21, The Effect of Changes in Foreign Exchange Rates. Key judgments include the primary economic environment in which the Company operates, the currency that mainly influences sales prices for its services and the costs of labour, and the country whose competitive forces and regulations mainly determine sales prices.

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

3. Significant accounting policies

The significant accounting policies applied in preparation of these interim financial statements are consistent with the accounting policies disclosed in Note 3 of the audited consolidated financial statements for the year ended December 31, 2022.

4. Trade and other receivables

	March 31, 2023	December 31, 2022
Trade receivables	2,648,140	2,040,391
Sales tax receivable	118,248	84,211
Other receivables	100,576	7,075
	2,866,964	2,131,677
Allowance for expected credit loss	(1,649)	(14,883)
Trade and other receivables, net	2,865,315	2,116,794

5. Property and equipment

	ComputerEquipment	OfficeEquipment	Furniture	Total
Cost:
Balance on January 1, 2022	310,970	3,372	840	315,182
Additions	110,468	6,392	-	116,860
Disposals	(100,291)	(106)	-	(100,397)
Foreign exchange	18,015	-	-	18,015
Balance on December 31, 2022	339,162	9,658	840	349,660
Additions	17,231	1,584	-	18,815
Foreign exchange	5,062	-	-	5,062
Balance on March 31, 2023	361,455	11,242	840	373,537
Accumulated depreciation:Balance on January 1, 2022Additions	103,836108,976	2551,753	634136	104,725110,865
Disposals	(51,422)	-	-	(51,422)
Foreign exchange	2,910	-	-	2,910
Balance on December 31, 2022	164,300	2,008	770	167,078
Additions	26,843	551	34	27,428
Foreign exchange	4,218	-	-	4,218
Balance on March 31, 2023	195,361	2,559	804	198,724
Net book value:At December 31, 2022At March 31, 2023	174,862166,094	7,6508,683	7036	182,582174,813

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

6. Intangible assets

	Customerrelationships	Non-competeagreement	Brandanddomainname	Softwareapplications	Intellectualproperty	Total
Cost:
Balance at January 1, 2022	11,796,540	8,711,735	9,631,818	42,372,434	1,300,000	73,812,527
Additions	-	-	237,112	-	-	237,112
Additionthrough business combination	-	385,110	-	1,540,440	-	1,925,550
Foreign exchange	586,114	397,702	456,479	1,740,403	-	3,180,698
Balance on December 31, 2022	12,382,654	9,494,547	10,325,409	45,653,277	1,300,000	79,155,887
Foreign exchange	(7,445)	(5,112)	(5,991)	(22,359)	-	(40,907)
Balance on March 31, 2023	12,375,209	9,489,435	10,319,418	45,630,918	1,300,000	79,114,980
Accumulated depreciation:Balance at January 1, 2022Additions	1,236,1241,580,200	1,574,4092,605,323	1,239,0981,107,143	12,546,1026,607,530	230,645650,000	16,826,37812,550,196
Foreign exchange	112,324	171,097	61,234	383,546	-	728,201
Balance at December 31, 2022AdditionsForeign exchange	2,928,648407,193(1,521)	4,350,829675,153(2,321)	2,407,475259,109(827)	19,537,1781,707,020(5,211)	880,645162,497-	30,104,7753,210,972(9,880)
Balance on March 31, 2023	3,334,320	5,023,661	2,665,757	21,238,987	1,043,142	33,305,867
Net book value:AtDecember 31, 2022	9,454,006	5,143,718	7,917,934	26,116,099	419,355	49,051,112
At March 31, 2023	9,040,889	4,465,774	7,653,661	24,391,931	256,858	45,809,113

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

7. Goodwill

	Themes	Apps	Total
Balance on January 1, 2022	19,407,110	90,682,414	110,089,524
Acquisition through business combination (Note 16)	-	2,796,163	2,796,163
Impairment of non-financial assets	-	(11,812,308)	(11,812,308)
Foreign exchange	-	5,791,464	5,791,464
Balance on December 31, 2022	19,407,110	87,457,733	106,864,843
Foreign exchange	-	(58,406)	(58,406)
Balance on March 31, 2023	19,407,110	87,399,327	106,806,437

8. Trade and other payables

	March 31, 2023	December 31, 2022
Trade payables	2,488,101	1,118,081
Sales tax payable	187,708	142,932
Accrued payroll and related expenses	751,558	1,471,160
Accrued other	1,713,077	1,670,670
	5,140,444	4,402,843

9. Contract liability

Balance on January 1, 2022	2,891,876
Prior year liability recognized as revenue during the period	(2,891,876)
Net additions	3,790,396
Foreign exchange	91,679
Balance on December 31, 2022	3,882,075
Prior year liability recognized as revenue during the period	(2,705,460)
Net additions	3,018,991
Foreign exchange	1,331
Balance on March 31, 2023	4,196,937

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

10. Financial instruments

(a) Classification and measurement

The following table summarizes information regarding the classification and carrying values of the Company's financial instruments:

	Financialassets atamortized	Financialliabilities atamortized	Fair valuethroughprofit or
	cost	cost	loss	March 31, 2023
Financial Assets
Cash and cash equivalents	9,129,722	-	-	9,129,722
Restricted cash	258,392	-	-	258,392
Trade and other receivables	2,865,315	-	-	2,865,315
Financial Liabilities
Trade and other payables	-	5,140,444	-	5,140,444
Bank loan	-	46,590,824	-	46,590,824
Foreign currency and interest swapderivatives	-	-	326,349	326,349
Contingent consideration payable	-	-	1,420,965	1,420,965

	Financialassets atamortizedcost	Financialliabilities atamortizedcost	Fair valuethroughprofit orloss	December 31,2022
Financial Assets
Cash and cash equivalents	10,946,852	-	-	10,946,852
Restricted cash	257,121	-	-	257,121
Trade and other receivables	2,116,794	-	-	2,116,794
Financial Liabilities
Trade and other payables	-	4,402,843	-	4,402,843
Bank loan	-	46,935,066	-	46,935,066
Foreign currency and interest swapderivatives	-	-	90,575	90,575
Contingent consideration payable	-	-	1,232,504	1,232,504
Indemnity holdback	-	1,346,726	-	1,346,726

(b) Fair value

The following fair value measurement hierarchy is used for financial instruments that are measured in the Consolidated Statement of Financial Position at fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – techniques (other than quoted prices included in Level 1) that are observable for the asset or liability, either directly (as prices), or indirectly (as derived from prices); and

Level 3 – techniques which use inputs that are both significant to the overall fair value measurement of the asset or liability and are not based on observable market data (unobservable inputs).

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

The carrying values of cash and cash equivalents, restricted cash, trade and other receivables, and trade and other payables approximates their fair value to the relatively short-term maturity of these financial instruments. The carrying value of bank loans is initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method.

Derivative financial instruments are made up of interest rate swaps and foreign exchange forward contracts (Level 2). The fair value of both instruments is calculated as the present value of the future cash flows. Both contractually agreed payments and forward rates are used to calculate the cash flows, which are then discounted on the basis of a yield curve that is observable in the market.

Contingent consideration payable (Level 3) is remeasured at fair value each reporting period with the gain or loss being recognized through the Statement of Net (Loss)/Income and Comprehensive Loss.

There were no transfers between levels of the fair value hierarchy in the three-month periods ended March 31, 2023 and March 31, 2022.

(c) Contingent consideration payable

Total contingent consideration payable is comprised of:

• $1,420,965 (2022: $1,232,504) relating to the acquisition of KnoCommerce

Amounts are included within contingent consideration until they are settled.

Liabilities for contingent consideration related to business acquisitions are recorded at fair value on acquisition and are adjusted quarterly for changes in fair value. Changes in the fair value of contingent consideration liabilities can result from changes in anticipated milestone payments and changes in assumed discount periods and rates. These inputs are unobservable in the market and therefore, categorized as Level 3 inputs.

The following table presents the changes in fair value of the Company's liability for contingent consideration:

Balance on January 1, 2022	22,208,224
Acquired through business combination (Note 16)	1,566,113
Adjustment to fair value	(3,962,003)
Payment of contingent consideration	(4,405,500)
Payment of contingent consideration through issuance of shares	(14,354,537)
Foreign exchange	180,207
Balance on December 31, 2022	1,232,504
Adjustment to fair value	189,462
Foreign exchange	(1,001)
Balance on March 31, 2023	1,420,965

(d) Derivative financial instruments

(i) Foreign exchange derivatives

The Company uses certain derivative financial instruments, primarily forward foreign exchange contracts, to manage foreign currency exposures on export sales. The Company does not designate its foreign exchange contracts as hedging instruments under a fair value hedge accounting model. Therefore, a

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

change in foreign exchange rates at the reporting date will affect profit or loss. The derivative financial instruments are categorized under Level 2 in the fair value hierarchy.

As of March 31, 2023, the Company currently did not have any outstanding forward exchange contracts (December 31, 2022: $nil fair value derivative liability). For the three-month period ended March 31, 2023, the Company did not record a gain/loss on its foreign exchange derivative within the Statement of Net (Loss)/Income and Comprehensive Loss (three-month period March 31, 2022: gain of $28,734).

(ii) Interest rate swap derivatives

The Company has entered into interest rate swap contracts to manage rate risk on its debt. The Company does not designate its interest rate swap contracts as hedging instruments under a fair value hedge accounting model. Therefore, a change in the variable interest rates at the reporting date will affect profit or loss. The derivative financial instruments are categorized as Level 2 in the fair value hierarch.

The interest rate swap contracts were entered on October 12, 2022 and March 31, 2023 exchanging variable interest for fixed interest on $25.2 million (USD $18.3 million) and $23.7 million (USD $17.5 million), respectively, of the Company's debt facility through April 6, 2026. The fixed interest rates entered were 4.38% and 4.12%, respectively, secured overnight financing rate ("SOFR") + credit spread of 3.50% for each swap. In total, the fixed interest blended rate was 4.25% + credit spread of 3.50% totaling 7.75%.

The Company recognized a fair value derivative liability of $326,349 at March 31, 2023 (December 31, 2022: $90,575). For the three-month period ended March 31, 2023, the Company recognized a loss of $235,774 on its interest rate swap derivative within the Statement of Net (Loss)/Income and Comprehensive Loss (three-month period March 31, 2022: $nil).

(iii) Foreign exchange risk

The Company's reporting currency is CAD and functional currency varies by subsidiary in either CAD or USD. The Company's term loan is denominated in USD and a significant portion of the Company's wholly owned subsidiaries' sales occur outside of Canada and are received in U.S. Dollars. As such, the Company is exposed to foreign currency risks on cash, debt and trade and other receivables denominated in U.S. Dollars. At period-end, the Company reported the following US Dollar monetary assets and liabilities, as stated in Canadian Dollars:

	March 31, 2023	December 31,2022
Cash	$8,901,298	$8,899,367
Trade and other receivables	621,277	2,070,440
Trade and other payables	(832,273)	(1,062,548)
Debt	(47,344,130)	(47,765,134)
Total exposure	$(38,653,828)	$(37,857,875)

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

11. Bank loans

	March 31, 2023	December 31,2022
Term loan	$47,344,130	$47,765,134
Deferred financing costs	(753,306)	(830,068)
	46,590,824	46,935,066
Less:
Current portion	(5,410,758)	(5,081,397)
Deferred financing costs – current portion	273,644	300,685
	41,453,710	42,154,354

The Company has access to a credit facility with a maximum aggregate amount of USD $60.0 million ($81.2 million) comprising of:

• A senior revolving credit facility in an aggregate principal amount of USD $20.0 million ($24.8 million); and
• A senior term loan facility in an aggregate principal amount of USD $40.0 million ($49.6 million).

As at March 31, 2023, the Company was in compliance with all debt covenants. The fair value of the debt approximates the carrying value.

12. Share capital

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

	Number ofcommon shares	$
Balance on January 1, 2022	39,824,209	109,408,687
Exercise of stock options, restricted share units and deferred shareunits (Note 13)	548,817	4,379,394
Payments of contingent consideration (Note 16)	1,241,742	14,354,537
Balance on December 31, 2022	41,614,768	128,142,618
Exercise of stock options, restricted share units and deferred shareunits (Note 13)	263,732	1,954,067
Balance on March 31, 2023	41,878,500	130,096,685

13. Share-based compensation

On June 23, 2022, the shareholders of WeCommerce approved a new equity incentive plan (the "Omnibus Plan"). The Omnibus Plan permits the Board to Options, RSUs, PSUs and DSUs to eligible directors, employees and consultants. Under the terms of the Omnibus Plan, the Company may issue equity awards up to 10% of the issued and outstanding Shares of the Company from time to time.

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

(a) Stock options

A summary of Company's outstanding Options and changes during the periods then ended are as follows:

	Number ofoptions	Weightedaverageexercise price($)
Outstanding, January 1, 2022	1,370,637	2.15
Forfeited	(1,218)	7.00
Outstanding, March 31, 2022	1,369,419	2.15
Exercised	(444,323)	0.42
Forfeited	(29,169)	7.00
Outstanding, December 31, 2022	895,927	2.85
Exercised	(242,783)	0.38
Forfeited	(252,850)	7.00
Outstanding, March 31, 2023	400,294	1.72

The following table provides the Option information as at March 31, 2023:

			Options outstanding	Options exercisable
Exerciseprice ($)	Number	Weightedaverageremainingcontractualterm	Weightedaverageexerciseprice ($)	Number	Weightedaverageremainingcontractualterm	Weightedaverageexerciseprice ($)
0.35-0.47	-	-	-	-	-	-
0.75-1.14	360,720	7.39	1.14	338,037	7.39	1.14
3.70-7.00	39,574	2.70	7.00	19,634	2.70	7.00
	400,294	6.93	1.72	357,671	7.14	1.46

The following table provides the Option information as at December 31, 2022:

			Options outstanding	Options exercisable
Exerciseprice ($)	Number	Weightedaverageremainingcontractualterm	Weightedaverageexerciseprice ($)	Number	Weightedaverageremainingcontractualterm	Weightedaverageexerciseprice ($)
0.35-0.47	233,963	0.45	0.35	233,963	0.45	0.35
0.75-1.14	369,540	7.64	1.14	346,857	7.64	1.14
3.70-7.00	292,424	2.95	7.00	121,062	2.95	7.00
	895,927	4.23	2.85	701,882	4.44	1.89

(b) RSUs, DSUs and PSUs

RSUs, DSUs and PSUs can be settled in either Shares, cash, or a combination of both, at the option of the Company. It is the Company's intent to settle the outstanding RSUs, DSUs and PSUs in Shares. RSUs and DSUs are classified as equity-settled and valued at the closing share price on the grant date. PSUs are classified as equity-settled. PSUs with certain market conditions are valued depending on the share price, the 120-day volume weighted average trading price ("VWAP") preceding each vesting date and relative increase from the previous vesting date. PSUs with non-market conditions are measured at fair value on the

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

ten-day VWAP preceding each vesting date. The forgoing summary is qualified by the full text of the Omnibus Plan.

The following table provides the RSUs, DSUs and PSUs information:

	RSUs	DSUs	PSUs
Outstanding, January 1, 2022	252,105	14,000	190,000
Granted	97,855	-	-
Settled	(13,562)	-	-
Outstanding, March 31, 2022	336,398	14,000	190,000
Granted	329,170	27,798	388,380
Settled	(87,432)	(3,500)	-
Forfeited	(41,833)	(3,500)	-
Outstanding, December 31, 2022	536,303	34,798	578,380
Settled	(20,949)	-	-
Forfeited	-	-	(190,000)
Outstanding, March 31, 2023	515,354	34,798	388,380

(c) Share-based compensation (recovery)/expense

Total (recoveries)/expenses from share-based payment transactions recognized during the period are as follows:

March 31, 2023	March 31, 2022
16,954	138,855
580,243	585,394
(682,888)	177,116
(85,691)	901,365

14. Loss/(earnings) per share

Net loss/(earnings) per share has been calculated as follows:

	March 31, 2023	March 31, 2022
Net (loss)/income	$(4,315,842)	$790,114
Weighted average number of shares outstanding	41,786,297	40,604,322
Weighted average number of shares outstandingincluding potentially dilutive shares	41,786,297	42,146,640
Basic (loss)/earnings per share	$(0.10)	$0.02
Diluted (loss)/earnings per share	$(0.10)	$0.02

The Company has two potentially dilutive securities: Options and RSUs. All potentially dilutive securities have been excluded from the calculation of diluted loss per share for the periods in which the Company is in a net loss position. Including the dilutive securities in these periods would be anti-dilutive. Weighted average basic and diluted number of shares used in the calculation are the same for the periods presented.

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

The outstanding number and type of securities that are anti-dilutive during the period are as follows:

	March 31, 2023	March 31, 2022
Options	225,240	826,410
RSUs	515,354	336,398
	740,594	1,162,808

15. Segment information

For the three-months ended March 31, 2023	Themes	Apps	Agency	Total
Revenue	4,523,329	8,104,423	937,314	13,565,066
Fees paid to ecommerce platforms	533,640	969,424	-	1,503,064
Staff	911,681	3,261,232	1,122,208	5,295,121
Share-based compensation	32,469	168,917	26,801	228,187
Hosting and subscriptions	73,901	868,303	65,711	1,007,915
Other expenses	59,241	190,629	27,759	277,629
Advertising	49,864	418,717	14,605	483,186
Segment profit/(loss)	2,862,533	2,227,201	(319,770)	4,769,964
Depreciation and amortization	-	-	-	3,238,400
Acquisition costs	-	-	-	2,467,468
Staff	-	-	-	1,370,002
Share-based compensation	-	-	-	(313,878)
Corporate office expenses	-	-	-	533,899
Operating income/(loss)	2,862,533	2,227,201	(319,770)	(2,525,927)

For the three-months ended March 31, 2022	Themes	Apps	Agency	Total
Revenue	3,745,630	7,354,028	994,101	12,093,759
Fees paid to ecommerce platforms	409,779	1,080,451	-	1,490,230
Staff	1,215,048	2,239,477	1,303,241	4,757,766
Share-based compensation	27,498	130,535	5,078	163,111
Hosting and subscriptions	71,034	585,274	50,947	707,255
Other expenses	52,026	170,889	34,284	257,199
Advertising	68,568	521,113	3,548	593,229
Segment profit/(loss)	1,901,677	2,626,289	(402,997)	4,124,969
Depreciation and amortization	-	-	-	3,064,477
Acquisition costs	-	-	-	104,819
Staff	-	-	-	834,547
Share-based compensation	-	-	-	738,254
Corporate office expenses	-	-	-	663,048
Operating income/(loss)	1,901,677	2,626,289	(402,997)	(1,280,176)

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

16. Acquisitions and common control transactions

All acquisitions have been accounted for using the acquisition method. The results of operations of the acquired entities are included in the Company's consolidated financial statements from the date of acquisition.

(a) Stamped acquisition

On April 6, 2021, the Company completed an asset purchase agreement to acquire certain assets of T.O.Enterprise Pte. Ltd. (formerly, "Stamped.io.Pte.Ltd."), and incorporated Stamped Technologies Pte. Ltd. Stamped is a SaaS platform enabling online merchants to implement and manage customer reviews and loyalty programs through Shopify and other ecommerce platforms.

As part of the acquisition, the expected contingent consideration was payable on December 31, 2021, as Stamped achieved a minimum revenue target of USD $10.0 million for the 12-month period ended December 31, 2021. On February 4, 2022, the contingent consideration was satisfied by the issuance of 1,241,742 class A common shares of WeCommerce. No further amounts are owing in relation to the purchase of Stamped.

(b) Archetype acquisition

On August 24, 2021, the Company completed an asset purchase agreement to acquire certain assets of Archetype Themes Inc. ("Archetype"). Archetype is in the business of developing and selling themes used by merchants on Shopify.

As part of the acquisition, the expected contingent consideration was and is to be paid, if Archetype's EBITDA, exceeds certain threshold during the first six months ending December 31, 2021 and 12-month period ending December 31, 2022. The achievement of EBITDA targets in the first period resulted in consideration payable of USD $3.0 million (CAD $3.8 million). If achievement of EBITDA targets in the second period is reached, it will result in a payment of up to USD $8.0 million, payable by June 30, 2023. Under no circumstances will the total payment exceed USD $12.0 million.

On April 19, 2022, the Company paid out USD $3.0 million (CAD $3.8 million) as a result of Archetype exceeding a certain threshold during the first six months ending December 31, 2021. As at December 31, 2022, the EBITDA targets were not met in the second period and no accrual has been recorded. The contingent consideration period has concluded, and no further amounts are owing.

On March 1, 2023, the Company paid out the entire indemnity holdback in the amount of USD $1.0 million (CAD $1.4 million) and has no remaining amount outstanding.

(c) KnoCommerce acquisition

On March 10, 2022, the Company completed a share purchase agreement to acquire 100% of the outstanding shares of KnoCommerce. KnoCommerce is a leading ecommerce survey and insights platform provider that enables merchants to capture and act on zero-party data collected directly from customers.

The purchase price allocation was finalized as at December 31, 2022, and there have been no subsequent changes to the purchase price allocation. The following summarizes the consideration paid and recognized amounts of assets acquired and liabilities assumed at the acquisition date based on the purchase price allocation:

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

	Purchase Price Allocation
Consideration:
Cash	2,436,223
Contingent consideration, at fair value	1,566,113
Indemnity holdback	256,740
Total consideration	4,259,076
Identifiable assets acquired:
Cash	10,195
Accounts receivable	2,396
Prepaid expenses and deposits	5,015
Software applications	1,540,440
Non-compete agreement	385,110
Goodwill	2,796,163
	4,739,319
Identifiable liabilities assumed:
Trade and other payables	131,053
Deferred taxes	349,190
Fair value of net assets acquired	4,259,076

As part of the acquisition, the contingent consideration is to be paid if KnoCommerce achieves minimum revenue targets during the 18 months following the closing date. The contingent consideration is to be settled through the combination of 30% cash and 70% through the issuance of shares, or through a combination of cash and shares, at the discretion of the Company. The shares are based on the greater of i) the 10-day VWAP at a future issuance date or ii) the discounted market price of the Company's shares on the last completed trading day prior to March 10, 2022. To the extent the market price of the Company's shares on March 10, 2022 exceeds the 10-day VWAP at the future issuance date, the difference will be settled through a cash payment. Under no circumstances will the total payment exceed USD $7.5 million and shares issued under the transaction are subject to a restriction on transfer for a period of 12 months following the date of their issuance.

During the three-month period ended March 31, 2023, the Company reassessed the fair value of the expected contingent consideration and increased the amount by USD $140,000 (CAD $189,462).

17. Subsequent events

On April 17, 2023, the Company acquired 100% of the issued and outstanding securities of Tiny Capital, which under National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102") constituted a "reverse takeover" (the "Business Combination"). The Company entered into a contribution agreement with WeCommerce Holdings Limited Partnership, a newly formed limited partnership wholly owned by the Company, whereby, among other things, the Company transferred all of the assets used in the operation of the business of the Company and the outstanding equity securities of WeCommerce Operations Ltd., Stamped Technologies Pte. Ltd., WeCommerce General Partner Ltd., and Archetype Themes Limited Partnership to 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 Company's former credit facility with JPMorgan Chase Bank, N.A.

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three-month periods ended March 31, 2023 and March 31, 2022

Thereafter, on April 17, 2023, the Company completed:

• (i) the Business Combination, whereby Tiny Capital amalgamated with 1396773 B.C. Ltd., a former whollyowned subsidiary of the Company, and the Company became the holder of all of the issued and outstanding shares of Tiny Capital. As consideration for the acquisition of the Tiny Capital shares, the Company issued 146,429,569 Common Shares (the "Consideration Shares") to the former holders of Tiny Capital shares and cancelled 11,454,725 Common Shares held by Tiny Capital and its affiliates;
• (ii) two vertical short form amalgamations with its former subsidiaries under the Business Corporations Act (British Columbia), and
• (iii) continued from the jurisdiction of the Province of British Columbia and the Business Corporations Act (British Columbia) to the federal jurisdiction of Canada and the Canada Business Corporations Act, (collectively, the "Transaction").

Upon completion of the Transaction, the issued and outstanding share capital of the Company consisted of 188,647,064 Common Shares (on an undiluted basis).

As a result of the Transaction and at the date hereof, the Company had the following operating subsidiaries, each of which is wholly-owned (unless otherwise indicated):

WeCommerce Operations Ltd. Stamped Technologies Pte. Ltd. Archetype Themes Limited Partnership KnoCommerce Inc. Beam Digital Ltd. MetaLab Design Ltd. Dribbble Holdings Ltd. (74.5% interest)

The Company is currently in the process of finalizing the determination of the fair value of net assets and is in the process of finalizing working capital adjustments. For more information with respect to the Transaction, please refer to the Management Information Circular of the Company dated March 6, 2023.