Tiny Ltd. — Interim / Quarterly Report 2023

May 31, 2023

Interim Condensed Consolidated Financial Statements (Expressed in Canadian dollars)

TINY CAPITAL LTD.

For the three months ended March 31, 2023 and March 31, 2022

TINY CAPITAL LTD.

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

			March 31,		December 31,
	Notes		2023		2022
Assets
Current assets:
Cash and cash equivalents		$	26,737,377	$	31,201,836
Trade and other receivables	5		13,185,141		12,797,523
Due from related parties	16		61,583		1,312,385
Current portion of lease receivable	11		111,727		102,112
Prepaid expenses			2,123,466		1,616,268
Other current assets			270,375		81,690
			42,489,669		47,111,814
Capital assets	6		6,505,615		6,713,154
Intangible assets	7		44,024,460		45,520,370
Right-of-use assets	11		603,182		567,326
Goodwill	8		32,968,592		33,014,522
Investments	9		34,221,357		32,860,602
Derivatives	21		-		215,387
Lease receivable	11		199,200		222,073
Other assets			1,737,219		1,753,993
Deferred tax assets			1,076,148		762,626
		$	163,825,442	$	168,741,867
Liabilities and Shareholders' Equity
Current liabilities:
Trade and other payables	10	$	23,351,696	$	33,787,495
Current portion of debt	12		4,727,606		3,085,000
Income taxes payable			2,356,224		2,236,957
Due to related parties	16		7,833		8,406
Current portion of lease liabilities	11		195,297		207,215
Contingent consideration payable			501,677		501,630
Derivatives	21		656,709		586,364
Deferred revenue	15		7,089,031		5,621,605
			38,886,073		46,034,672
Deferred tax liabilities			6,750,797		6,699,603
Lease liabilities	11		970,666		953,205
Contingent consideration payable			9,470,830		9,478,148
Debt	12		66,674,313		66,708,864
			122,752,679		129,874,492
Shareholders’ equity:
Share capital			14,632,577		6,932,471
Contributed surplus			39,451,612		39,451,612
Reserves			4,853,871		4,364,333
Accumulated other comprehensive income			1,564,528		1,618,113
Retained earnings (accumulated deficits)			(29,805,969)		(23,835,350)
Non-controlling interest			10,376,144		10,336,196
			41,072,763		38,867,375
Contingencies and commitments	20
Subsequent events	20, 22
		$	163,825,442	$	168,741,867

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

Approved on behalf of the Board:

(Signed) “Andrew Wilkinson” Director

(Signed) “Chris Sparling” Director

1

TINY CAPITAL LTD.

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

Notes	Notes	Three months ended March 31, March 31, 2023 2022 $ 36,331,948 $ 33,518,099 20,318,685 15,496,239 6,757,720 2,006,338 1,745,313 642,236 114,155 489,538 1,299,762 1,472,351 967,907 1,899,764 1,451,680 3,500 - 1,729,243 1,043,280 52,461 73,113 1,785,548 1,771,260 34,960 (3,534) 209,445 86,657 37,401,789 24,045,832 (1,069,841) 9,472,267 (1,309,686) (132,304) (240,239) 263,934 (1,180,282) 249,996 (693,655) (34,000) 130,930 - (4,362,773) 9,819,893 15,117 (2,787,708) 266,745 - (4,080,911) 7,032,185 (4,647,669) 5,247,517 566,758 1,784,668 (4,080,911) 7,032,185 (232,619) (867,744) $ (4,313,530) $ 6,164,441 $ (4,701,254) $ 5,236,332 387,724 928,109 $ (4,313,530) $ 6,164,441 $ (2.60) $ 4.89 (2.60) 4.87
Revenue 15 Expenses: Wages Marketplace content costs Hosting fees Travel, meals and entertainment Share based payments Professional fees Office and general Management and strategic fees Depreciation and amortization Business acquisition costs Advertising and promotion Bad debts (recovery) Bankcharges
Earnings (loss) from operations Interest expense Fair value gain (loss) on financial instruments Share of earnings (loss) from associates Other (expenses) Other income
Profit (loss) before income taxes Current income tax expense Deferred tax recovery (expense)
Net income (loss) Attributable to: Parent’s interest Non-controllinginterests
Other comprehensive income: Foreign exchange gain on translating foreign operations
Total comprehensive income(loss)
Attributable to: Parent’s interest Non-controlling interest
Earnings (loss) per share Basic 17 Diluted 17

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

2

TINY CAPITAL LTD.

Interim Condensed Consolidated Statements of Changes in Equity (Expressed in Canadian dollars)

Common shares number	Share capital Reserves Contributed surplus Accumulated other comprehensive income (loss) Retained earnings Non- controlling interest Total	Share capital Reserves Contributed surplus Accumulated other comprehensive income (loss) Retained earnings Non- controlling interest Total
Balance at January 1, 2022 1,079,462 Stock options exercised Reversal of reserves Acquisition of shares of subsidiary Share-based payments Comprehensive income for the year Dividends	$ 405,175 $ 3,780,908 $ 37,140,245 $ (2,935,593) $ 24,431,394 $ 10,461,085 $ 73,283,214 (5,922) (5,922) (12,702) (12,702) 495,332 826,161 1,321,493 (11,185) 5,247,517 928,109 6,164,441 (3,474,792) (3,474,792)
Balance at March 31, 2022 1,079,462	$ 405,175 $ 4,276,240 $ 37,966,406 $ (2,946,778) $ 29,672,989 $ 7,901,700 $ 77,275,732
Common shares number	Share capital Reserves Contributed surplus Accumulated other comprehensive income(loss) Retained **earnings **	Non- controlling interest Total
Balance at January 1, 2023 1,787,335 Stock options exercised Issuance of shares 19,347 Share-based payments Comprehensive income for the year Dividends	$ 6,932,471 $ 4,364,333 $ 39,451,612 $ 1,618,113 $ (23,835,350) 7,700,106 489,538 (53,585) (4,647,669) (1,322,950)	$ 10,336,196 $ 38,867,375 7,700,106 489,538 387,724 (4,313,530) (347,776) (1,670,726)
Balance at March 31, 2023 1,806,682	$ 14,632,577 $ 4,853,871 $ 39,451,612 $ 1,564,528 $ (29,805,969)	$ 10,376,144 $ 41,072,763

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

3

TINY CAPITAL LTD.

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

Notes	Notes	Three months ended March 31, March 31, 2023 2022 (4,080,911) $ 7,032,185 1,729,243 1,043,280 489,538 1,299,762 1,309,686 148,084 80,999 (2,828) 34,960 (3,534) (6,030) - 240,239 (263,934) 1,180,282 (249,996) (140,576) (97,641) (15,117) 2,787,708 (266,745) - 555,568 11,693,086 (1,011,606) (3,115,730) (536,754) (977,785) (992,792) 7,599,571 (9,026,592) (3,474,792) (347,776) - - (5,922) (724,027) (127,756) 1,682,606 9,202,584 (40,000) (20,770) (67,432) - (69,966) (141,958) (14,687) (20,328) 7,700,106 - (907,768) 5,411,058 (3,396,912) (5,158,705) (55,549) (3,502,773) (43,052) - - (3,273,276) 889,736 - 22,590 4,786 13,258 - 6,030 - (2,563,899) (11,929,968) (4,464,459) 1,080,661 31,201,836 27,144,873 26,737,377 $ 28,225,534
Cash provided by (used in): Operations: Net income (loss) $ Items not involving cash: Depreciation and amortization Share based payments Interest expense Loss/(Gain) on disposal of assets Bad debt expense Interest Income Fair value adjustment to financial instruments Share of loss (earnings) from associate Unrealized foreign exchange loss (gain) Current income tax expense Deferredincome taxexpense (recovery) Changes in non-cash working capital 18 Income taxes(paid)received Cash provided by (used in) operating activities Financing: Dividends paid Dividends paid to NCI Stock options exercised Interest paid on debt Debt, funds received Debt, funds repaid Debt issuance costs Lease payments Lease interest Proceedsfromshareissue Cash provided by (used in) financing activities Investments: Purchase of investments Purchase of capital assets Purchase of intangible assets Acquisition of subsidiaries, net of cash acquired 4 Distributions received from investments Proceeds from disposal of assets Lease payments received Lease interest received Cashprovided by (usedin)investing activities
	Cashprovided by (usedin)investing activities
Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period
Cash and cash equivalents, end ofperiod $
Supplementarycashflow information 18

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

4

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

TINY CAPITAL LTD.

For the three months ended March 31, 2023 and March 31, 2022

1. Incorporation and nature of activities:

Tiny Capital Ltd. (“Tiny” or the “Company”) was incorporated under the British Columbia Business Corporations Act on January 14, 2016. Tiny is an investment holding company that invests in a variety of businesses either directly, through operating subsidiaries, or through a private equity fund where it serves as the general partner. Through its operating subsidiaries and equity investees, including Dribbble Holdings Ltd. (“Dribbble”) and Beam Digital Ltd. (“Beam”), Tiny engages in a variety of technology enabled businesses including digital product design and engineering agency services, and operating a creative community network and digital asset marketplace.

Prior to December 31, 2022, Tiny held 24.6% ownership in Beam, while the remaining 75.4% was held by entities controlled by Tiny’s controlling shareholder. On December 31, 2022, Tiny purchased the remaining 75.4% of Beam, resulting in Beam becoming a wholly-owned subsidiary. The acquisition of Beam is a transaction between entities under common control since Beam is ultimately controlled by the same party before and after the purchase of the remaining 75.4% by Tiny. This transaction has been recorded at the carrying value of the assets and liabilities at the acquisition date. Management has adopted the predecessor basis of accounting, whereby Beam’s results of operations and financial positions are included in these financial statements at historical amounts recorded by Beam as if Beam has always been wholly owned by Tiny.

Tiny maintains its registered office at 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3.

2. Basis of preparation and measurement:

(a) Statement of compliance:

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements do not include all the information required for annual financial statements and should be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying notes for the year ended December 31, 2022.

The significant accounting policies and critical accounting estimates and judgements as disclosed in the Company’s 2022 audited annual consolidated financial statements have been applied consistently in the preparation of these condensed interim consolidated financial statements. These condensed interim consolidated financial statements are presented in Canadian dollars.

These condensed interim consolidated financial statements were approved for issuance by the Company’s Board of Directors (“Board”) on May 30, 2023.

5

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

TINY CAPITAL LTD.

For the three months ended March 31, 2023 and March 31, 2022

2. Basis of preparation and measurement (continued):

(b) Basis of measurement

These condensed interim consolidated 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 of the audited annual consolidated financial statements for the year ended December 31, 2022.

(c) Basis of consolidation:

These condensed interim consolidated financial statements include the consolidated results and accounts of Tiny Capital Ltd. and Beam Digital Ltd. and their majority owned subsidiaries. A subsidiary is an entity over which the Company has control, where control indicates exposure or rights to variable returns and the ability to affect those returns through power to direct the activities of the investee. Subsidiaries are consolidated from the date on which control is obtained by the Company.

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

Principal subsidiaries of Tiny are as follows:

		Ownership	Ownership
		percentage at	percentage at
		March 31,	December 31,
Entity	Country	2023	2022
Beam Digital Ltd.	Canada	100%	100%
Dribbble Holdings	Canada	74.52%	74.52%
Tiny Holdings Ltd.	Canada	100%	100%
Tiny Boards Holdings Ltd.	Canada	100%	100%
Meteor Software Holdings Ltd.	Canada	100%	100%

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, which included the following accounting policy on Creative Platform revenue:

• Prior to April 1, 2022, Creative Platform revenue was recognized net of amounts due to sellers as control of the digital goods or assets is transferred to the buyers. Effective April 1, 2022, due to changes in the marketplace contracts, the Company has concluded that they are acting as the principal in the transaction. For all new contracts entered into from April 1, 2022 onwards, revenue is recorded on a gross basis while the amounts due to sellers are recorded as marketplace content costs.

6

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

4. Business combinations:

(a) Fontspring Inc. (“Fontspring”):

On January 28, 2022, Dribbble acquired certain assets, servers and clients of Fontspring, a service platform offering font licensing to provide Dribbble with a wider array of products and services to its customers for US$3.073 (CA$3.924) million cash.

The transaction was accounted for using the acquisition method under IFRS 3, with the results of operations to be included in financial statements from the date of acquisition.

The provisional estimated fair values of identifiable assets acquired and liabilities assumed are as follows:

Purchase consideration:
Cash paid	$	3,273,276
Holdback amount(1)		651,717
Totalpurchase consideration	$	3,924,993

The assets and liabilities recognized as a result of the acquisition are as follows:

		Fair value
Cash and cash equivalents	$	1,586
Trade and other payables		(344,265)
Foundry relationships		1,048,581
Brand and trademarks		759,934
Developed technology		394,655
Goodwill		2,064,502
Net asset acquired	$	3,924,993

(1) The Holdback Amount is retained for 12-months and serves as partial security to the buyer for the seller’s representations, warranties, covenants, and agreements.

The goodwill is attributable to the talent and workforce from the acquisition. It will be deductible for tax purposes.

(b) HappyFunCorp LLC:

On November 15, 2022, the Beam acquired 100% of the issued and outstanding share capital of HappyFunCorp LLC (“HapyFunCorp”), a service provider for software engineering services. Details of the purchase consideration, the net assets acquired, and goodwill are as follows:

Purchase consideration:
Cash paid	$ 15,948,000
Earnout(1)	8,890,213
Totalpurchase consideration	$24,838,213

(1) In the event that the Adjusted EBITDA achieved by HappyFunCorp shall exceed certain thresholds for the years ending December 31, 2023, and December 31, 2024, an additional consideration shall be payable for each fiscal year, to the seller. The fair value of the contingent consideration was estimated by calculating the present value of the future expected cash flows.

7

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

4. Business combinations (continued):

• (b) HappyFunCorp LLC (continued):

The assets and liabilities recognized as a result of the acquisition are as follows:

		Fair value
Cash	$	1,562,872
Trade and other receivables		3,014,670
Prepaid		5,152
Capital assets		10,503
Customer relationships		10,233,300
Brand		2,020,080
Trade and other payables		(796,495)
Other liabilities		(1,312,269)
Goodwill		10,100,400
Net assets acquired	$	24,838,213

The goodwill is attributable to the talent and workforce from the acquisition. Of the $10,100,400, $910,600 is deductible for tax purposes.

5. Trade and receivables:

	March 31,	December 31,
	2023	2022
Trade receivables	$ 11,673,953	$ 11,439,412
Unbilled revenue	640,132	1,160,293
Taxes receivable	1,338,311	667,360
Other receivable	7,212	4,422
Allowance for credit loss	(474,467)	(473,964)
	$ 13,185,141	$ 12,797,523

8

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

6. Capital assets:

			Computer	Computer	Furniture and	Leasehold
	Land	Building	equipment	software	equipment	improvements	Total
Cost
Balance January 1, 2022	2,906,428	1,859,554	1,314,806	320,502	780,860	337,393	7,519,543
Additions	-	146,384	624,879	-	136,491	728,494	1,636,248
Disposals	-	-	(43,610)	-	(9,100)	-	(52,710)
Foreign exchange	-	-	25,509	-	-	-	25,509
Reimbursement	-	-	-	-	-	(86,680)	(86,680)
Cost Adj.	-	-	-	-	-	(298,363)	(298,363)
Reclassification	-	-	187,269	-	(187,269)	-	-
Balance December 31, 2022	2,906,428	2,005,938	2,108,853	320,502	720,982	680,844	8,743,547
Additions	-	-	25,549	-	-	30,000	55,549
Disposals	-	-	(21,090)	(115,703)	(36,629)	-	(173,422)
Foreign exchange	-	-	5,533	-	-	-	5,533
Balance March 31, 2023	2,906,428	2,005,938	2,118,845	204,799	684,353	710,844	8,631,207
Accumulated Depreciation
Balance January 1, 2022	-	17,812	766,138	160,462	399,147	22,025	1,365,584
Depreciation expense	-	78,831	399,267	55,716	102,708	51,370	687,892
Disposals	-	-	(29,952)	-	(10,330)	-	(40,282)
Foreign exchange	-	-	7,229	-	-	-	7,229
Cost Adj.	-	-	-	-	-	(5,978)	(5,978)
Reclassification	-	-	180,898	-	(164,950)	-	15,948
Balance December 31, 2022	-	96,643	1,323,580	216,178	326,575	67,417	2,030,393
Depreciation expense	-	18,847	99,228	9,271	20,164	20,879	168,389
Disposals	-	-	(20,928)	(43,137)	(5,768)	-	(69,833)
Foreign exchange	-	-	(3,357)	-	-	-	(3,357)
Balance March 31, 2023	-	115,490	1,398,523	182,312	340,971	88,296	2,125,592
Net Book Value
December 31, 2022	2,906,428	1,909,295	785,273	104,324	394,407	613,427	6,713,154
March 31, 2023	2,906,428	1,890,448	720,322	22,487	343,382	622,548	6,505,615

9

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

7. Intangible assets:

				Website and
				application
	Customer	Customer	Trade name	development	Foundry
	relationships	contracts	and brands	costs	Relationships	**Other **	**Total **
Cost
Balance January 1, 2022	13,277,223	82,299	8,973,452	12,290,334		1,437,185	36,060,493
Additions	10,233,300	-	2,844,895	3,143,459	1,048,417	234,414	17,504,485
Disposed	-	-	-	(21,614)	-	-	(21,614)
Foreign exchange	869,774	-	671,244	556,121	63,545	4,369	2,165,053
Balance December 31, 2022	24,380,297	82,299	12,489,591	15,968,300	1,111,962	1,675,968	55,708,417
Additions	-	-	-	-	-	43,052	43,052
Disposed	-	-	-	-	-	-	-
**Foreign exchange **	(20,703)	-	(34,563)	(15,039)	(1,913)	(126)	(72,344)
Balance March 31, 2023	24,359,594	82,299	12,455,028	15,953,261	1,110,049	1,718,894	55,679,125
Accumulated Depreciation
Balance January 1, 2022	1,525,474	27,421	108,681	4,386,076	-	278,370	6,326,022
Amortization expense	1,489,953	16,464	155,404	1,842,515	71,213	114,394	3,689,943
Disposed	-	-	-	-	-	-	-
Foreign exchange	(5,112)	-	(45,577)	218,350	2,917	1,504	172,082
Balance December 31, 2022	3,010,315	43,885	218,508	6,446,941	74,130	394,268	10,188,047
Amortization expense	828,428	4,116	129,824	481,121	-	27,265	1,470,754
Disposed	-	-	-	-	-	-	-
Foreign exchange	1,048	-	1,705	(6,587)	(128)	(174)	(4,136)
Balance March 31, 2023	3,839,791	48,001	350,037	6,921,475	74,002	421,359	11,654,665
Net Book Value
December 31, 2022	21,369,982	38,414	12,271,083	9,521,359	1,037,832	1,281,700	45,520,370
March 31, 2023	20,519,803	34,298	12,104,991	9,031,786	1,036,047	1,297,535	44,024,460

10

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

8. Goodwill:

Goodwill was recognized as part of the acquisitions of Z1, Button, Frosty, and HappyFunCorp by Beam, original acquisition of the assets of Dribbble as well as related to the acquisition of Creative Market and Fontspring by Dribbble, and acquisition of Unicorn Hunt by Tiny Boards. Goodwill is monitored by management at the entity level.

An entity-level summary of the goodwill allocation is presented below:

	Beam	Tiny Board	Dribbble	Total
Balance, January 1, 2022	2,657,422	128,120	16,595,378	19,380,920
Additions	10,100,400	-	2,064,502	12,164,902
Foreign exchange	195,622	-	1,273,078	1,468,700
Balance, December 31, 2022	12,953,444	128,120	19,932,958	33,014,522
Additions	-		-	-
Foreign exchange	1,277		(47,207)	(45,930)
Balance, March 31, 2023	12,954,721	128,120	19,885,751	32,968,592

The Company performs an impairment test annually on December 31 each year or at each reporting date if there is an indication of impairment. The recoverable amount of goodwill is determined based on the greater of the value in use and the fair value less costs to sell of the Company’s cash generating units. For the purposes of impairment testing, goodwill is allocated to the Company’s cash-generating units which represent the lowest level within the Company at which goodwill is monitored for internal management purposes.

9. Investments:

Investments consist of investment in associates that are accounted for using the equity method as well as investment in equity securities that are carried at fair value.

	March 31,	December 31,
	2023	2022
Investment in associates	$ 29,334,466	$ 28,227,594
Investment in equity securities	4,886,891	4,633,008
	$ 34,221,357	$ 32,860,602

11

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

9. Investments (continued):

(a) WeCommerce Holdings Ltd. (“WeCommerce”):

WeCommerce is a Canadian-incorporated public entity that trades on the TSX-V exchange and has share capital consisting solely of ordinary shares. The country of incorporation is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held. Details of this investment are as follows:

Place of incorporation	% ownership March 31, December 31, 2023 2022	Carrying amount
		March 31, December 31, 2023 2022
WeCommerce Holdings Ltd. BC, Canada	26.80% 26.80%	$ 8,298,305 $ 9,482,707

The quoted fair value of the Company’s investment in WeCommerce Holdings Ltd. were $47,934,254 and $21,180,252 as at March 31, 2023 and December 31, 2022, respectively.

Summarized balance sheet

	WeCommerce
	March 31, December 31, 2023 2022
Current assets Non-current assets Current liabilities Non-current liabilities Opening net assets January 1 Closing net assets	$ 13,349,509 $ 14,334,357 152,887,900 157,385,916 16,441,502 15,849,685 41,878,090 43,540,201 112,330,387 108,716,168 107,917,817 112,330,387

Summarized statement of comprehensive income:

	WeCommerce
	March 31, March 31, 2023 2022
Revenue Profit (loss) from continuing operations: Profit (loss) for the period Other comprehensive income (loss) Total comprehensive income (loss) Dividends received	$ 13,565,066 $ 12,093,759 (4,315,842) 790,114 (103,569) (1,836,556) (4,419,411) (1,046,442) - -

Subsequent to the period ended March 31, 2023, WeCommerce acquired 100% of the issued and outstanding securities of Tiny Capital. Please refer to the subsequent events note 22 for additional details.

12

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

TINY CAPITAL LTD.

For the three months ended March 31, 2023 and March 31, 2022

9. Investments (continued):

(b) Other associates:

In addition to the interests in WeCommerce disclosed above, the Company also had interests of $21,036,161 and $18,744,887 in other associates at March 31, 2023 and December 31, 2022, respectively. Of the other interests in associates, the only material investment was an interest in a U.S. investment fund.

Prior to December 2022, the interest was held through TFC Investment Ltd., a private Canadianincorporated jointly controlled entity in which the Company holds a 50% interest. The main assets held by the entity are (1) all of the shares of an LLC that serves as the general partner for the U.S. fund, and (2) a 19.93% interest in the LP units of the underlying fund. Under the various agreements associated with TFC Investment Ltd., the Company is entitled to a 50% interest in the GP earnings, which are based on a proportion of the return on the fund after the hurdle rate is reached, and all of the earnings of the 19.93% LP units. Due to the nature of the arrangement, the Company has accounted for its equity interest in TFC Investment Ltd. using the hypothetical liquidation value. In December 2022, the 19.93% interest in the LP units was transferred from TFC Investment Ltd. to the Company. The Company accounts for its interest in the U.S. fund using the equity method and retains the fair value accounting of the underlying investments by the U.S. funds. As at March 31, 2023 and December 31, 2022, the investment has a carrying amount of $20,140,781 and $18,078,787, respectively. The portion of loss in the U.S. fund for the period the investment was $19,653 for the period ended March 31, 2023. Refer to note 20 for details of capital call commitment relating to the Company’s LP interest.

10. Trade and other payables:

	March 31, 2023	December 31, 2022
Trade payables and accrued liabilities	10,054,860	15,351,987
Seller’s liability	9,507,962	10,390,786
Dividends Payable	-	7,703,642
Taxes	3,652,881	68,003
Other	135,993	273,077
	23,351,696	33,787,495

13

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

TINY CAPITAL LTD.

For the three months ended March 31, 2023 and March 31, 2022

11. Right-of-use assets and lease liabilities:

Beam has three leases for office premises. The Vancouver lease is a five year lease which commenced on January 1, 2022 with an extension option for an additional five year term. The Victoria Yates office is a five year lease which commenced on April 1, 2021 with no extension option. When measuring the lease liability, Beam discounted lease payments using an incremental borrowing rate of 5%. On December 15, 2022, Beam sublet the Victoria office. The sublease was classified as a finance lease, resulting in the derecognition of the related right-of-use asset and recognition of lease receivable in the statement of financial position. Refer to subnote C below for further details. The Victoria Fort office is a three year lease which commenced on February 1, 2023 with an extension option for an additional three year term. When measuring the lease liability, Beam discounted lease payments using an incremental borrowing rate of 7%.

• (a) Right of use asset:

	Balance, January 1, 2022	$	842,113
	Additions		709,158
	Amortization		(441,365)
	Derecognition		(546,177)
	Unrealized foreign exchange		3,597
	Balance, December 31, 2022	$	567,326
	Balance, January 1, 2023	$	567,326
	Additions		75,509
	Amortization		(39,653)
	Balance, March 31, 2023	$	603,182
	Lease liabilities:
	Balance, January 1, 2022	$	875,228
	Additions		709,158
	Finance expense		67,950
	Lease payments		(496,050)
	Unrealized foreign exchange		4,134
	Balance, December 31, 2022	$	1,160,420
	Balance, January 1, 2023	$	1,160,420
	Additions		75,509
	Finance expense		14,687
	Lease payments		(84,653)
	Balance, March 31, 2023	$	1,165,963

• (b) Lease liabilities:

Costs not included in the measurement of the lease liabilities related to low-value leases and short-term leases at March 31, 2023 are nil (December 31, 2022 - $2,154). There were no leases with variable payment terms.

14

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

11. Right-of-use assets and lease liabilities:

• (c) Lease receivables:

Beam is considered an intermediate lessor related to a head lease the company has for the Victoria Office. As of December 31, 2022, the Company had lease receivables as follows:

	March 31, 2023	December 31, 2022
Current portion of lease receivables	111,727	102,112
Lease receivables	199,200	222,073
	310,927	324,185

Finance income on lease receivables for the period ended March 31, 2023 was $7,817 (2022 - $nil)

The following table presents the contractual undiscounted cash inflows for lease receivables:

2023	$ 86,792
2024	115,723
2025	115,723
2026	28,931
2027	-
Thereafter	-
Total undiscounted lease receivables	347,169
Unearned interest income	(36,242)
Total lease receivables	$ 310,927

12. Debt:

		March 31,	December 31,	December 31,
		2023		2022
Current:
Loans and facilities		4,607,606		2,925,000
CEBA Loans		120,000		160,000
	$	4,727,606	$	3,085,000
Non-current:
Revolving commitment		66,674,313		66,708,864
	$	66,674,313	$	66,708,864

(a) National Bank of Canada revolving commitment facility:

On May 20, 2022, Beam entered into a credit agreement with National Bank of Canada with respect to a $60,000,000 revolving commitment facility. The agreement also provides for an additional commitment facility not exceeding $50,000,000. The facility bears interest at a variable rate spread on Base Rate, Canadian Prime and SOFR rates ranging from 3.30% to 6.16% per annum and matures on May 20, 2027. On the same day, Beam drew $44,570,000 and US$5,787,202.

15

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

At the same time Beam entered into an interest rate swap with a notional value of $26,000,000 and recorded a derivative asset at fair value. Changes in the fair value during the period was recorded in other income (expense).

On October 24, 2022, Beam converted the $44,570,000 to USD and maintained an interest rate swap with a notional value of $26,000,000. Changes in the fair value during the period was recorded in other income (expense). On November 16, 2022, Beam drew an additional US$11,546,048 which bears an interest rate of one-month US base rate plus 0.75%. In November 2022, National Bank of Canada increased the revolving commitment facility to $70,000,000 to facilitate the HappyFunCorp acquisition.

The loan covenants for the credit facility includes:

• Interest coverage ratio of not less than 3.00:1.00

• Leverage ratio of not more than 4.00:1.00

As at March 31, 2023, Beam was in compliance with both the interest coverage ratio and leverage ratio, and obtained a waiver from National Bank of Canada for the temporary non-compliance of an asset coverage percentage between Beam’s subsidiaries. As at March 31, 2023, Beam had $66,674,313 outstanding under the revolving commitment (December 31, 2022 - $66,708,864). The fair value of the debt approximates the carrying value.

All obligations of Beam under the revolving commitment are secured by the assets of Beam’s business. The revolving commitment contains certain customary non-financial covenants.

• (b) Royal Bank of Canada Line of Credit:

On September 1, 2022, Tiny borrowed $2,925,000 from RBC to finance the purchase of a property in Victoria, BC for $4,500,000. This is a revolving demand facility secured against the property. The interest rate on the facility is Royal Bank Prime plus 0.0%. As at March 31, 2023, Tiny had $2,925,000 outstanding under the line of credit (December 31, 2022: 2,925,000).

• (c) Scotiabank Revolving Term Loan:

On October 11, 2022, Dribbble entered into an agreement with Scotiabank with respect to a US $25,000,000 revolving term loan, and a US $1,500,000 working capital facility. The facility bears interest at a variable rate spread on SOFR, and matures on October 11, 2025. For the first 12 months, Dribbble has the option to make interest only payments. After the first 12 months, principal and interest payments are amortized over the remaining 48 month term. As at March 31, 2023, Dribbble had $1,682,606 outstanding under the facility (December 31, 2022: $nil).

16

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

13. Share capital:

Authorized:

Common shares:

Unlimited Class "A" Common Voting shares without par value

Unlimited Class "B" Common Non-Voting shares without par value

Unlimited Class "C" Common Non-Voting shares without par value Unlimited Class "D" Common Non-Voting shares without par value

Preferred shares:

Unlimited Class "A" Preferred shares without par value

Unlimited Class "B" Preferred shares without par value

Issued:

Common shares:

	March31,2023	March31,2023	December	31,2022
	Number		Number
	of shares		of shares
	outstanding	Amount	outstanding	Amount
Class A common shares	1,806,682	$14,632,577	1,787,335	$6,932,471

On February 8, 2023 and March 17, 2023, the Company completed the first and second tranche of a nonbrokered private placement with the combined issuance of 19,347 Class A common shares at $398/share for gross proceeds of $7.7 million.

14. Stock and stock options of subsidiaries:

On August 30, 2020, Tiny issued 6,527 Class “A” Common Voting shares (“Class A Shares") to an officer (“Restricted stock”), which are subject to vesting monthly over 120 months commencing on August 1, 2020. In December 2022, the officer has left and 4,823 Restricted stocks were forfeited.

In January 2022, Tiny issued 10,186 stock options to purchase Class A Shares with an exercise price of $0.00001 per share to employees which are subject to vesting over 120 months, calculated to commence in January, 2021. In December 2022, the Company issued replacement awards whereby the employees early exercised all outstanding stock options into Class A shares, of which 2,038 were exercised into vested shares and 8,148 were exercised into Restricted stocks which are subject to vesting over 96 months, commencing on December 1, 2022.

MetaLab Design, a wholly-owned subsidiary of the Company has a stock option plan with transactions as follows:

follows:
					Weighted
					average
					exercise
			Number		price
Outstanding, January	1,	2022	12,512	$	398.76
Granted			22,722		299.24
Exercised			-		-

17

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

Outstanding, December 31, 2022	35,234	334.62
Granted	-	-
Exercised	-	-
Outstanding,March 31,2023	35,234	$334.62
Exercisable,March 31,2023	10,685	$377.28

14. Stock and stock options of subsidiaries (continued):

Dribbble, a majority-owned subsidiary of the Company has a stock option plan with transactions as follows:

			Weighted
			average
			exercise
	Number		price
Outstanding, January 1, 2022	818,404	$	7.16
Granted	61,498		35.16
Forfeit	(115,143)		25.31
Exercised	(110,965)		5.72
Outstanding, December 31, 2022	653,794		6.76
Granted	-		-
Forfeit	(3,360)		2.98
Exercised	(28,383)		11.47
Outstanding,March 31,2023	622,051	$	5.78
Exercisable,March 31,2023	570,304	$	4.10

15. Deferred revenue:

The following table shows the movement of deferred revenue:

		Digital	Creative
		Services	Platform		Other		Total
Balance, January 1, 2022	$	3,734,379 $	1,680,123	$	458,593	$	5,873,095
Prior year deferred revenue
recognized as revenue
during the year		(3,734,379)	(1,680,123)		(458,593)		(5,873,095)
Net additions		1,886,316	3,251,758		483,531		5,621,605
Balance, December 31, 2022		1,886,316	3,251,758		483,531		5,621,605
Prior year deferred revenue
recognized as revenue
during the period		(1,813,860)	(3,251,758)		(466,288)		(5,531,906)
Net additions		2,390,752	4,172,152		436,428		6,999,332
Balance, March 31, 2023	$	2,463,208 $	4,172,152	$	453,671	$	7,089,031

The Company has no customers which individually account for more than 10% of its revenues for the year ended December 31, 2022 and 3 months ended March 31, 2023.

18

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

16. Related party transactions:

Related party transactions are conducted in the normal course of operations and have been valued in these condensed interim consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

• (a) Related party revenues:

	Three months	ended March 31,	ended March 31,
	2023		2022
Entities under control of a director of the Company:
Management fees	$ 468,190	$	52,800

• (b) Related party expenses:

	Three months	Three months	ended March 31,	ended March 31,
		2023		2022
Entities under control of a director of the Company:
Professional/Consultingfees	$	31,153	$	31,153

• (c) Due from related parties:

		March 31,	December 31,	December 31,
		2023		2022
Shareholders or entities under common control	$	61,583	$	1,312,385

The balances due from related parties are unsecured and non-interest bearing with no specific terms of repayment.

• (d) Due to related parties:

		March 31,	December 31,	December 31,
		2023		2022
Shareholders or entities under common control	$	7,833	$	8,406

The balances due to related parties are unsecured and non-interest bearing with no specific terms of repayment.

19

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

16. Related party transactions (continued):

• (e) Compensation of key management personnel:

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the entity, directly or indirectly. The key management personnel of the Company are the members of the Company’s executive management team and Board of Directors. Key management compensation was comprised of:

	Three months	ended March 31,
	2023	2022
Salaries and consulting fees	$ 217,305	$ 271,416
Share based compensation	327,057	291,667
	$ 544,362	$ 563,083

17. Earnings per share

Net income per share has been calculated as follows:

		Three months	ended	March 31,
		2023		2022
Net income (loss) attributable to the owners of the Company	$	(4,647,669)	$	5,247,517
Weighted average number of common shares outstanding		1,787,721		1,073,723
Diluted Weighted average number of common shares outstanding		1,787,721		1,077,638
Basic earnings (loss) per share	$	(2.60)		4.89
Diluted earnings (loss) per share	$	(2.60)		4.87

For the three months ended March 31, 2023, 3,610 (2022 – nil) potentially dilutive instruments were excluded from the computation of diluted EPS earnings per share as they were anti-dilutive.

18. Supplemental cash flow information:

Changes in non-cash operating working capital items are as follows:

		Three months	ended March 31,
		2022	2021
Decrease (increase) in
Trade and other receivables	$	248,560	$ (2,563,399)
Prepaid expenses		(507,198)	115,452
Due to/from related parties		1,250,229	(2,830,966)
Other assets		(171,911)	(601,122)
Trade and other payables		(3,303,129)	1,363,810
Other liabilities		4,417	499,233
Deferred revenue		1,467,426	901,262
	$	(1,011,606)	$(3,115,730)

20

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

Supplemental disclosure of non-cash financing activities:

	Three months ended March 31,	Three months ended March 31,
	2022	2021
ROU asset and lease liabilities recognized	75,509	709,158
Holdback amount on acquisition of subsidiary	-	651,717

19. Segment information:

• (a) Reportable segments:

The Company reports segment information based on internal reports used by the chief operating decision maker (“CODM”) to make operating and resource decisions and assess performance. The CODM is the Chief Executive Officer. The CODM makes decisions and assesses performance based on entity performance.

The CODM primarily uses earnings before interest, tax, depreciation and amortization (“EBITDA”) to assess the performance of the operating segments. The CODM also receives information about the segments’ revenue on a monthly basis. Corporate expenditures which cannot be attributed between various segments, have not been allocated between segments.

Three months ended	Digital		Creative
March 31, 2023	services		platform	Other	Total
Revenue	$ 16,607,979	$	16,839,931	$ 2,884,038	$ 36,331,948
Earnings (loss) from
operations	(1,179,015)		1,961,963	(1,852,789)	(1,069,841)
Net income (loss)	(2,457,395)		1,592,412	(3,215,928)	(4,080,911)
Three months ended	Digital		Creative
March 31, 2022	services		platform	Other	Total
Revenue	$ 20,812,255	$	9,704,343	$ 3,001,501	$ 33,518,099
Earnings (loss) from
operations	7,784,149		2,264,803	(576,685)	9,472,267
Net income (loss)	5,997,266		1,729,371	(694,452)	7,032,185

Assets and liabilities are attributed as follows. Corporate assets and liabilities, including investments in associates, which cannot be attributed between various segments, have not been allocated between segments:

21

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

		Digital		Creative
As at March 31, 2023		services		platform	Other	Total
Total assets	$	46,178,763	$	58,323,632	$ 59,323,047	$ 163,825,442
Total liabilities		89,783,152		26,367,677	6,601,850	122,752,679
		Digital		Creative
As at December 31, 2022		services		platform	Other	Total
Total assets	$	51,308,902	$	56,539,482	$ 60,893,483	$ 168,741,867
Total liabilities		91,451,546		24,030,184	14,392,762	129,874,492

20. Contingencies and commitments:

Due to the size, complexity, and nature of the Company’s operations, various legal, tax, environmental, and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of management, based on the information currently available, these matters will not have a material adverse effect on the consolidated financial statements of the Company.

Contingent consideration

Beam acquired Frosty during the year ended December 31, 2021 and HappyFunCorp during the year ended December 31, 2022. In the event that the gross revenue achieved by Frosty shall exceed certain thresholds for the years ending December 31, 2022, December 31, 2023 and December 31, 2024, an additional consideration of $563,466 (US$444,444) shall be payable for each fiscal year, to the seller. In the event that the Adjusted EBITDA achieved by HappyFunCorp shall exceed certain thresholds for the years ending December 31, 2023, and December 31, 2024, an additional consideration shall be payable for each fiscal year, to the seller. The fair value of the contingent consideration was estimated by calculating the present value of the future expected cash flows. As at March 31, 2023, the contingent consideration was $9,972,507 (December 31, 2022: $9,979,778).

Capital commitment

In connection with the LP interest held in an investment fund, the Company has committed to fund 19.93% of the total US$150M capital commitment. As at March 31, 2023, the Company had a remaining capital commitment of US$11.2M that had not yet been called (December 31, 2022 – US$13.4M). Subsequent to March 31, 2023, the Company has received a capital call of US$6.8M, which has not yet been paid.

22

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

TINY CAPITAL LTD.

For the three months ended March 31, 2023 and March 31, 2022

20. Contingencies and commitments (continued):

Additionally, Beam has a partnership interest held in an investment fund. Beam has committed to fund US $2M to the fund which has a total size of US$14.2M. As at March 31, 2023, Beam had a remaining capital commitment of US$1.8M that had not yet been called (December 31, 2022 – US$2M). Subsequent to March 31, 2023, Beam has received a capital call of US$200,000, which has been paid as at the date of these financial statements.

Indemnifications in contracts

The Company has entered agreements with third parties that include indemnification provisions that are customary in the industry. These indemnification provisions generally require the Company to compensate the other party for certain damages and costs incurred as a result of third-party claims or damages arising from these transactions. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds commercial and product liability insurance. This insurance limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. Historically, the Company has not made any indemnification payments under such agreements and the Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented.

21. Financial instruments

(a) Classification and measurement:

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

Company’s financial instruments:
	March 31, 2023 Fair value Amortized through cost profit or loss	December 31, 2022
		Fair value Amortized through cost profit or loss
Financial assets: Cash and cash equivalents $ 26,737,377 $ - $ Trade and other receivables 13,185,141 - Due from related parties 61,583 - Derivatives - Investments in equity securities - 4,886,891 Financial liabilities: Trade and other payables $ 23,351,696 $ - $ Due to related parties 7,833 - Lease liabilities 1,165,963 - Loans and facilities 4,727,606 - Debt 66,674,313 - Derivatives 656,709 Contingent consideration payable - 9,972,507		31,201,836 $ - 12,797,523 - 1,312,385 - 215,387 - 4,633,008 33,787,495 $ - 8,406 - 1,160,420 - 3,085,000 - 66,708,864 - 586,364 - 9,979,778

23

TINY CAPITAL LTD.

Unaudited Interim Condensed Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

For the three months ended March 31, 2023 and March 31, 2022

21. Financial instruments (continued):

• (b) Fair value:

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:

• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 - Inputs for the asset or liability that are not based on observable market data.

Cash and cash equivalents, trade and other receivables, trade and other payables and due to/ from related parties are carried at amortized cost, which carrying values approximates their fair values due to the relatively short-term maturity of these financial instruments. The carrying value of debt is initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method.

The Company evaluates the fair value of its equity investments in privately held companies relative to periodic third-party valuations over the private companies, financial reporting, estimated value in an exchange with a third party and, where applicable, indications of impairment.

The fair values of derivative contracts are measured using a Level 2 fair value measurement.

The fair values of contingent consideration payable are measured based on management’s forecast of operating results of the relevant acquired subsidiaries (e.g. revenue and adjusted EBITDA) and estimated discount rates. Accordingly, the valuations involve the use of unobservable inputs and is categorized as Level 3 fair value measurements.

There were no transfers between levels of the fair value hierarchy in the year ended December 31, 2022 and March 31, 2023.

22. Subsequent events:

• (a) Tiny Completes Amalgamation with WeCommerce:

On April 17, 2023, Tiny and WeCommerce completed a three-cornered amalgamation to combine their businesses in an all-share transaction (the “Transaction”). Immediately following the completion of the Transaction, WeCommerce changed its name to Tiny Ltd. and commenced trading on the TSX Venture Exchange under the new trading symbol “TINY”.

• (b) Tiny Ltd. Grants Restricted Share Units (“RSU”):

On April 17, 2023, Tiny Ltd. granted 114,765 RSUs to certain employees of the Company. 75,051 RSUs vested immediately while 39,714 RSUs will vest on April 17, 2024.

24