Tiny Ltd.

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Interim Condensed Consolidated Financial Statements (Expressed in Canadian dollars)

For the three and nine-months ended September 30, 2023 and September 30, 2022

TINY LTD.

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

(Expressed in Canadian dollars) (Unaudited)
	Notes		September 30, 2023		December 31, 2022
Assets
Current assets
Cash and cash equivalents		$	22,643,639	$	31,201,836
Restricted cash			253,481		-
Trade and other receivables	6		17,734,155		12,797,523
Income taxes receivable			1,420,930		-
Due from related parties	17		160,154		1,312,385
Current portion of lease receivable	12		111,727		102,112
Prepaid expenses			2,496,223		1,616,268
Other current assets			246,247		81,690
			45,066,556		47,111,814
Capital assets	7		6,648,224		6,713,154
Intangible assets	8		149,926,827		45,520,370
Right-of-use assets	12		519,682		567,326
Goodwill	9		171,562,981		33,014,522
Investments	10		36,138,609		32,860,602
Derivatives	22		2,854,909		215,387
Lease receivable	12		152,249		222,073
Note receivable			905,642		-
Other assets			21,303		1,753,993
Deferred tax assets			1,198,974		762,626
		$	414,995,956	$	168,741,867
Liabilities and Shareholder’s Equity
Current liabilities
Trade and other payables	11	$	32,686,479	$	33,787,495
Current portion of debt	13		10,427,531		3,085,000
Income taxes payable			1,994,268		2,236,957
Due to related parties	17		437,446		8,406
Current portion of lease liabilities	12		337,894		207,215
Contingent consideration payable	21		7,039,938		501,630
Derivatives	22		-		586,364
Deferred revenue	16		10,782,755		5,621,605
			63,706,311		46,034,672
Deferred income tax liabilities			14,983,365		6,699,603
Lease liabilities	12		672,564		953,205
Contingent consideration payable	21		4,491,697		9,478,148
Debt	13		121,212,257		66,708,864
			205,066,194		129,874,492
Shareholder’s equity
Share capital	14		154,144,677		6,932,471
Contributed surplus			40,913,179		39,451,612
Reserves			5,961,100		4,364,333
Accumulated other comprehensive income			1,437,600		1,618,113
Retained deficit			(1,549,835)		(23,835,350)
Non-controllinginterest			9,023,041		10,336,196
			209,929,762		38,867,375
		$	414,995,956	$	168,741,867
Contingencies and commitments	21
Subsequent events	23

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

Approved on behalf of the Board:

“/s/ Chris Sparling” Director

“/s/ Andrew Wilkinson” Director

TINY LTD.

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

			Three-month	periods ended		Nine-month	periods ended
				September 30,			September 30,
	Notes		2023	2022		2023	2022
Revenue		$	50,522,913	40,914,446	$	134,327,157	114,829,942
Expenses
Compensation			27,876,288	16,258,026		74,698,946	48,938,772
Marketplace content costs			7,135,781	5,893,643		21,198,163	13,223,231
Hosting fees			2,561,524	1,664,757		7,119,575	4,779,038
Travel, meals and entertainment			415,908	135,292		1,743,038	865,045
Share-based compensation	15		657,107	713,476		3,965,405	2,758,922
Professional fees			1,868,093	2,952,330		6,690,111	5,476,187
Subscription and other			2,520,121	2,122,115		7,074,458	5,712,440
Depreciation and amortization			8,906,495	1,148,139		18,109,110	3,407,062
Business acquisition costs			100,359	1,012		3,043,895	112,249
Advertising and promotion			1,906,962	1,333,310		5,790,537	4,774,422
Bad debts			64,221	275,765		306,900	272,674
Bank charges			59,183	69,095		105,350	286,996
			54,072,042	32,566,960		149,845,488	90,607,038
(Loss)/earnings from operations			(3,549,129)	8,347,486		(15,518,331)	24,222,904
Interest expense			(2,566,182)	(919,083)		(5,960,768)	(1,525,918)
Gain on step acquisition	10		-	-		42,083,465	-
Gain on sale of intangibles			-	-		-	2,808,336
Loss on disposal of subsidiary	5		(163,366)	-		(163,366)	-
Fair value gain/(loss) to financial
instruments			1,776,782	213,299		4,023,712	(91,665)
Share of loss from associates			-	(1,981,352)		(1,379,679)	(7,522,682)
Other expense			(2,827,933)	(839,480)		(2,281,948)	(552,602)
(Loss)/profit before taxes			(7,329,828)	4,820,870		20,803,085	17,338,373
Income tax (expense)/recovery
Current			(855,490)	(3,221,352)		(1,891,284)	(8,733,061)
Deferred			2,284,565	124,897		5,199,267	(506,585)
Net income/(loss)			(5,900,753)	1,724,415		24,111,068	8,098,727
Attributable to:
Parent’s interest			(3,931,147)	1,135,862		23,608,465	6,341,572
Non-controllinginterests			(1,969,606)	588,553		502,603	1,757,155
			(5,900,753)	1,724,415		24,111,068	8,098,727
Other comprehensive (loss)/income
Foreign exchange gain/(loss) on
translating foreign operations			1,367,977	5,061,115		(141,068)	6,287,747
		$	(4,532,776)	6,785,530	$	23,970,000	14,386,474
Attributable to:
Parent’s interest		$	(4,840,763)	6,133,329	$	23,427,952	11,828,191
Non-controllinginterests			307,987	652,201		542,048	2,558,283
			(4,532,776)	6,785,530		23,970,000	14,386,474
Earnings/(loss) per share
Basic	18	$	(0.03)	0.02	$	0.15	0.09
Diluted	18		(0.03)	0.02		0.15	0.09

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

TINY LTD.

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

						Accumulated
						other	Retained	Non-
		Common	Share		Contributed	comprehensive	earnings/	controlling
	Notes	shares #	capital $	Reserves $	surplus $	Income/(loss) $	(deficit) $	Interest $	Total $
Balance, December 31, 2021		87,487,322	405,175	3,780,926	37,140,245	(2,935,593)	24,431,394	10,461,085	73,283,232
Issuance of shares		-	25,061	-	-	-	-	-	25,061
Issuance of private shares on
exercise of share options		-	-	(2,394)	-	-	-	3,668	1,274
Acquisition of non-controlling
interest		-	-	(1,404,213)	-	33,525	-	(387,173)	(1,757,861)
Share-based compensation		-	150,435	2,608,487	-	-	-	-	2,758,922
Comprehensive income for the
period		-	-	-	-	5,486,619	6,341,572	2,558,283	14,386,474
Dividends		-	-	-	-	-	(43,092,733)	(1,815,199)	(44,907,932)
Balance, September 30, 2022		87,487,322	580,671	4,982,806	37,140,245	2,584,551	(12,319,767)	10,820,664	43,789,170
Balance, December 31, 2022		144,858,548	6,932,471	4,364,333	39,451,612	1,618,113	(23,835,350)	10,336,196	38,867,375
Issuance of shares		1,568,021	7,700,166	-	-	-	-	-	7,700,166
Reverse acquisition	4	30,792,770	138,593,826	-	-	-	-	-	138,593,826
Sale of subsidiary	5	-	-	-	-	-	-	(700,211)	(700,211)
Issuance of common shares on
exercise of share options and
restricted share units		151,980	918,214	-	(907,071)	-	-	-	11,143
Share-based compensation		-	-	1,596,767	2,368,638	-	-	-	3,965,405
Comprehensive income/(loss)
for the period		-	-	-	-	(180,513)	23,608,465	542,048	23,970,000
Dividends		-	-	-	-		(1,322,950)	(1,154,992)	(2,477,942)
Balance, September 30, 2023		177,371,319	154,144,677	5,961,100	40,913,179	1,437,600	(1,549,835)	9,023,041	209,929,762

In relation to the reverse acquisition transaction, as described in Note 1 and Note 4, on April 17, 2023, the common shares were cancelled and Tiny received issued WeCommerce shares (“the Share Transaction”). The Share Transaction is reflected retrospectively in these consolidated financial statements.

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

TINY LTD.

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

			Nine-month period		Nine-month period
			ended September 30,		ended September 30,
	Notes		2023		2022
Cash provided by/(used in):
Operating activities
Net income for the period		$	24,111,068	$	8,098,727
Adjustments for:
Depreciation and amortization			18,109,110		3,407,062
Share-based compensation			3,965,405		2,758,922
Income tax (recovery)/expense			(3,307,983)		(506,585)
Interest expense			5,960,768		78,597
Gain on sale of disposal of assets			145,192		-
Loss on sale of disposal of intangibles			-		(2,808,336)
Bad debt expense			306,900		272,674
Loss on deconsolidation of subsidiary			163,366		-
Interest income			(18,097)		-
Fair value adjustment to financial instruments			(4,023,712)		1,071,098
Share of loss from associates			1,379,679		7,522,682
Unrealized foreign exchange loss/(gain)			938,656		525,794
Unrealized loss/(gain) on investment			-		(91,665)
Gain on step acquisition			(42,083,465)		-
Gain on redemption of redeemable shares in subsidiary			-		(249,900)
Current income tax expense			-		8,733,061
Income taxes paid			(3,467,667)		(6,397,645)
Changes in non-cash working capital	19		(8,671,629)		(3,242,131)
Cash (used in)/provided by operating activities			(6,492,409)		19,172,355
Financing activities
Dividends paid			(9,026,592)		(43,092,733)
Dividends paid to NCI			(1,154,992)		(1,815,199)
Acquisition of shares in subsidiary			-		(1,757,861)
Stock options exercised			11,143		1,274
Interest paid on debt			(2,428,116)
Debt, funds received			17,565,813		64,595,598
Debt, funds repaid			(2,969,234)		(14,544,905)
Cash financing fees paid for debt amendment			(367,011)
Lease payments			(225,471)		(357,039)
Lease interest			(41,899)		(53,165)
Funds received from/(paid to) related parties			1,200,000
Proceeds from share issuance			7,700,166		25,061
Cash provided by financing activities			10,263,807		3,001,031
Investing activities
Purchase of investments			(11,111,729)		(8,799,216)
Purchase of capital assets			(413,063)		(1,232,750)
Purchase of intangible assets			(43,040)		(2,824,245)
Reverse acquisition, net of cash acquired			9,962,485		-
Acquisition of subsidiary, net of cash acquired			(14,240,339)		(3,273,276)
Sale of subsidiary			766,022		-
Distributions received from investments			889,736		-
Holdback receivable funds received			1,750,066		-
Proceeds from disposal of assets			31,960		2,842,561
Lease payments received			60,210		-
Lease interest received			18,097		-
Cash used in investing activities			(12,329,595)		(13,286,926)
(Decrease)/increase in cash			(8,558,197)		8,886,460
Cash, beginning of period			31,201,836		27,144,873
Cash, end ofperiod			22,643,639		36,031,333
Supplementary cash flow information	19

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

Notes to Interim Condensed Consolidated Financial Statements (Tabular amounts expressed in Canadian dollars, unless otherwise noted) For the three and nine months ended September 30, 2023 and September 30, 2022

TINY LTD.

1. Incorporation and nature of activities

On April 17, 2023, WeCommerce Holdings Ltd. (a Canadian company previously listed on the TSX Venture Exchange under the symbol "WE") ("WeCommerce") acquired all of the outstanding shares of Tiny Capital Ltd. ("Tiny Capital") by way of a three-cornered amalgamation with WeCommerce changing its name to Tiny Ltd. (the "Company" or “Tiny”).

Upon completion, the shareholders of Tiny Capital obtained control over WeCommerce, resulting in a reverse take-over. The resulting financial statements are presented as a continuance of Tiny Capital (accounting acquirer), and comparative figures presented in the consolidated financial statements are those of Tiny Capital (Note 4).

WeCommerce was incorporated on November 27, 2019 under the laws of the Province of British Columbia. Tiny Capital was incorporated under the British Columbia Business Corporations Act on January 14, 2016. Tiny Capital 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 Capital 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 Capital held 24.6% ownership in Beam, while the remaining 75.4% was held by entities controlled by Tiny Capital’s controlling shareholder. On December 31, 2022, Tiny Capital 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 Capital. 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 Capital.

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 interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” using accounting policies consistent with the IFRS Accounting Standards 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. These interim condensed consolidated financial statements were approved for issuance by the Company’s Board of Directors (“Board”) on November 16, 2023.

TINY LTD.

2. Basis of preparation and measurement (continued)

(b) Basis of measurement

These interim condensed 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

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 subsidiaries are included in the consolidated financial statements from the date that control commences until the date control ceases. As part of the amalgamation, the operating business of WeCommerce Holdings Ltd. and its subsidiaries were transferred to the partnership, WeCommerce Holdings LP.

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
Entity	Country	September 30, 2023	December 31, 2022
Beam Digital Ltd.	Canada	100%	100%
Dribbble Holdings Ltd.	Canada	74.49%	74.52%
Tiny Boards Holdings Ltd.	Canada	100%	100%
Meteor Software Holdings Ltd.	Canada	100%	100%
WeCommerce Holdings LP	Canada	100%	26.80%

(d) Functional and presentation currency

These interim condensed consolidated financial statements are presented in Canadian dollars, which is Tiny’s functional currency. 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 recognized directly in accumulated other comprehensive (loss)/income.

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 Income/(Loss) and Comprehensive Income/(Loss).

TINY LTD.

2. Basis of preparation and measurement (continued)

(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) Revenue recognition, unbilled revenue and deferred revenue

For certain of its revenue streams, the Company recognizes revenue based on the extent of progress in each period towards completion of the performance obligation. The extent of progress towards completion is based on internal estimates, with reference to the proportion of work performed relative to the deliverable. Due to the nature of the work performed in order to satisfy the performance obligation, management’s estimation of percentage of completion requires significant judgement The assumptions and factors that can affect the accuracy of the estimate, include but are not limited to, the estimated costs for a contract in total, and estimated costs to completion at the reporting date.

(ii) 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 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 Income/(Loss) and Comprehensive Income.

(iii) 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.

TINY LTD.

2. Basis of preparation and measurement (continued)

(e) Estimates and judgments (continued)

(iv) Share-based compensation

The Company measures the cost of share-based compensation transactions with qualifying directors, employees, officers and consultants by reference to the fair value of the equity instruments at the date at which they are granted. These are offered to qualifying directors, employees, officers and consultants 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.

(v) Valuation of investments held in a fund

For investments in private companies carried at fair value, the Company determines these fair values using a market approach and/or income approach based on a variety of assumptions, including but not limited to transaction price in similar transactions, valuation of comparable companies, and projections provided by the underlying investees, etc.

(vi) 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.

(f) Comparative Information

Certain comparative information in the Interim Condensed Consolidated Statements of Net Income/(Loss) and Comprehensive Income/(Loss) has been reclassified for financial statement presentation purposes.

TINY LTD.

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 with the exception the following:

Intangible assets

As part of the reverse acquisition (Note 4), management reviewed the useful lives of all its intangible assets. Intangible assets previously considered to have indefinite useful lives were reassessed and determined to have a foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the reporting entity. Consequently, a revision was made to update the useful lives of certain trade names and brand assets after April 17, 2023 and an additional $982,092 was recorded in depreciation and amortization for the period ended September 30, 2023. The revised amortization rates and asset categories are as follows:

Asset class	Amortizationperiod
Customer relationships and contracts	5-10 years
Trade names and brand	5 years
Software and website	5-10 years
Foundry relationships	15 years
Other	2years

Earnings/(loss) per share

Basic earnings/(loss) per share is computed by the weighted average of (i) the number of retrospectively calculated common shares outstanding from the beginning of the period to the acquisition date; and (ii) the number of common shares outstanding from the acquisition date to the end of the period. Basic earnings per share for the comparative period is computed by the weighted average number of retrospectively calculated common shares outstanding during the period.

Diluted earnings/(loss) per share mis determined by adjusting the net loss and the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares, which are comprised of additional shares from the assumed exercise or conversion of options, DSUs, RSUs and PSUs. Anti-dilutive options are not considered in computing the diluted earnings/(loss) per share.

Creative Platform revenue

The accounting policies for the year ended December 31, 2022 also 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.

TINY LTD.

4. Reverse acquisition of WeCommerce Holdings Ltd. by Tiny Capital Ltd.

On April 17, 2023, WeCommerce acquired all of the outstanding shares of Tiny Capital by way of a threecornered amalgamation. Upon completion, the shareholders of Tiny Capital obtained control over WeCommerce, resulting in a reverse take-over.

The Share Transaction was structured as a three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia) (the “BCBA”), whereby Tiny Capital amalgamated with 1396773 B.C Ltd., a wholly owned subsidiary of WeCommerce to form a new company (“Amalco"). In consideration for all issued and outstanding shares of Tiny Capital, WeCommerce issued 146,429,569 shares to the shareholders of Tiny Capital. Concurrently with the closing of the Share Transaction, 11,454,569 existing WeCommerce shares held by Tiny Capital and Tiny Holdings Ltd. were cancelled. This has resulted in approximately 177.9 million fully diluted shares being outstanding. These shares are now listed as “TINY” on the TSXV due to WeCommerce changing its name to Tiny Ltd.

The preliminary net assets of WeCommerce acquired on April 17, 2023 are as outlined below. The Company is in the process of finalizing the fair value of intangible assets acquired.

	$
Cash and cash equivalents	9,962,485
Trade and other receivables	2,169,550
Prepaids and deposits	639,068
Income tax receivable	392,766
Deferred tax asset	-
Capital assets	174,749
Brand and domain name	27,600,000
Software and technology	59,800,000
Intellectual property	2,900,000
Non-competition agreement	5,500,000
Customer relationships	16,100,000
Goodwill	132,575,481
	257,814,099
Trade and other payables	4,536,311
Contract liability	3,844,574
Income taxes payable	17,295
Foreign currency and interest swap derivative	326,349
Contingent consideration payable	1,420,965
Bank loan	46,792,256
Deferred tax liability	11,767,185
	68,704,935
Fair value of net assets acquired	189,109,164

For the three- and nine-month period ended September 30, 2023, WeCommerce contributed revenue of $12,582,221 and $23,389,024, respectively, to the Company’s results. For the three- and nine-month period ended September 30, 2023, WeCommerce contributed a net loss of $3,952,756 and $8,332,417, respectively to the Company’s results. Had the acquisition occurred on January 1, 2023, management estimates that the consolidated revenue and consolidated net income would have been $149,898,805 and $26,267,663, respectively.

TINY LTD.

5. Business combinations and dispositions

(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 $3,073,123 (CAD $3,924,993) 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 fair values of identifiable assets acquired and liabilities assumed are as follows:

operations to be included in financial statements from the date assets acquired and liabilities assumed are as follows:	of acquisition. The fair values of identifiable
	$
Consideration:
Cash paid	3,273,276
Holdback amount(1)	651,717
Total consideration	3,924,993
Identifiable assts acquired:
Cash and cash equivalents	1,586
Foundry relationships	1,048,581
Brand and trademarks	759,934
Developed technology	394,655
Goodwill	2,064,502
	4,269,258
Identified liabilities assumed:
Trade and otherpayables	344,265
Total net assets 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.

TINY LTD.

5. Business combinations and dispositions (continued)

(b) HappyFunCorp LLC

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

	$
Consideration:
Cash paid	15,948,000
Earnout(1)	8,890,213
Total consideration	24,838,213
Identifiable assts acquired:
Cash and cash equivalents	1,562,872
Trade and other receivables	3,014,670
Prepaids	5,152
Capital assets	10,503
Customer relationships	10,233,300
Brand	2,020,080
Goodwill	10,100,400
	26,946,977
Identified liabilities assumed:
Trade and other payables	796,495
Other liabilities	1,312,269
Total net assets acquired	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.

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

TINY LTD.

5. Business combinations and dispositions (continued)

(c) Clean Canvas Limited

On September 7, 2023, WeCommerce Holdings LP acquired 100% of the issued and outstanding share capital of Clean Canvas Limited (“Clean Canvas”) for US $11,500,000 (CAD $15,702,100) and contingent consideration of up to US $1,200,000 (CAD $1,638,480). Clean Canvas is a leading designer and developer of premium themes, which have been leveraged by over 80 thousand Shopify merchants.

The preliminary net assets of Clean Canvas are as outlined below. The Company is in the process of finalizing the fair value of intangible assets and goodwill acquired.

	$
Consideration:
Cash paid	17,081,668
Earnout(1)	245,772
Total consideration	17,327,440
Identifiable assets acquired:
Cash and cash equivalents	3,087,101
Trade and other receivables	578,079
Prepaids	19,670
Capital assets	110,184
Intellectual property	10,377,040
Brand	518,852
Goodwill	6,446,514
	21,137,440
Identifiable liabilities acquired:
Trade and other payables	158,589
Income taxes payable	756,679
Deferred tax liability	2,894,732
	3,810,000
Fair value of net assets acquired	17,327,440

[(1) ] In the event that EBITDA achieved by Clean Canvas shall exceed a certain threshold throughout the earn out period, an additional consideration shall be payable at the end, to the seller. The fair value of the contingent consideration was estimated by calculating the present value of the future expected cash flows.

(d) Button Inc.

On August 17, 2023, Beam sold 100% of its issued and outstanding share capital of Button Inc. to Button Research Group, Ltd. Details of the purchase consideration include an aggregate purchase price of $808,147, consisting of $766,022 on the closing date and $42,125 in 120 days following the closing date.

As a result of the sale, the Company derecognized the following net assets are as follows:

	$
Total assets	1,968,476
Total liabilities	(296,754)
Non-controllinginterest	(700,211)
Total net assets	971,511

The total impact of the disposition resulted in a loss on the disposal of subsidiary of $163,366 that has been recognized within the Consolidated Statement of Net Income/(Loss) and Comprehensive Income/(Loss).

TINY LTD.

6. Trade and receivables

		September 30, 2023		December 31,2022
Trade receivables	$	15,253,570	$	11,439,412
Unbilled revenue		2,586,540		1,160,293
Taxes receivable		294,655		667,360
Other receivables		109,407		4,422
		18,244,172		13,271,487
Allowance for expected credit loss		(510,017)		(473,964)
Trade and other receivables, net		17,734,155		12,797,523

TINY LTD.

7. Capital assets

					Furniture
			Computer	Computer	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	430,131	1,337,885
Disposals	-	-	(43,610)	-	(9,100)	-	(52,710)
Foreign exchange	-	-	25,509	-	-	-	25,509
Reimbursement	-	-	-	-	-	(86,680)	(86,680)
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
Acquired through business combination (Notes 4 and 5)	-	-	276,212	-	8,719	-	284,931
Additions	-	-	266,957	25,627	50,814	69,665	413,063
Disposals	-	-	(159,569)	(115,703)	(45,391)	-	(320,663)
Disposition of subsidiary (Note 5)	-	-	(50,419)				(50,419)
Foreign exchange	-	-	(22,232)	-	-	-	(22,232)
Balance September 30, 2023	2,906,428	2,005,938	2,419,802	230,426	735,124	750,509	9,048,227
Accumulated depreciation
Balance January 1, 2022	-	17,812	766,138	160,462	399,147	22,025	1,365,584
Additions	-	78,831	399,267	55,716	102,708	45,392	681,914
Disposals	-	-	(29,952)	-	(10,330)	-	(40,282)
Foreign exchange	-	-	7,248	-	-	-	7,229
Reclassification	-	-	180,898	-	(164,950)	-	15,948
Balance December 31, 2022	-	96,643	1,323,599	216,178	326,575	67,417	2,030,412
Additions	-	57,155	312,627	29,524	63,439	54,708	517,453
Disposals	-	-	(101,585)	(46,861)	(10,364)	-	(158,810)
Disposition of subsidiary (Note 5)	-	-	(18,502)				(18,502)
Foreign exchange	-	-	29,450	-	-	-	29,450
Balance September 30, 2023	-	153,798	1,545,589	198,841	379,650	122,125	2,400,003
Net book value
December 31, 2022	2,906,428	1,909,295	785,273	104,324	394,407	613,427	6,713,154
September 30, 2023	2,906,428	1,852,140	874,213	31,585	355,474	628,384	6,648,224

TINY LTD.

8. Intangible assets

	Customer
	relationships	Trade name	Software and	Foundry	Non-compete
	and contracts	and brands	website	relationships	agreements	Other	Total
Cost
Balance January 1, 2022	13,359,522	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
Disposals	-	-	(21,614)	-	-	-	(21,614)
Foreign exchange	869,774	671,244	556,121	63,545	-	4,369	2,165,053
Balance December 31, 2022	24,462,596	12,489,591	15,968,300	1,111,962	-	1,675,968	55,708,417
Acquired through business combination
(Note 4 and Note 5)	16,100,000	38,495,892	59,800,000	-	5,500,000	2,900,000	122,795,892
Additions	-	-	-	-	-	43,040	43,040
Disposals	-	(65,000)	-	-	-	-	(65,000)
Disposition of subsidiary (Note 5)	(253,799)	(85,600)	-	-	-	(376,664)	(716,063)
Foreign exchange	(42,703)	(1,147,226)	(16,136)	(2,053)	-	(126)	(1,208,244)
Balance September 30, 2023	40,266,094	49,687,657	75,752,164	1,109,909	5,500,000	4,242,218	176,558,042
Accumulated amortization
Balance January 1, 2022	1,552,895	108,681	4,386,076	-	-	278,370	6,326,022
Additions	1,506,417	155,404	1,842,515	71,213	-	114,394	3,689,943
Foreign exchange	(5,112)	(45,577)	218,350	2,917	-	1,504	172,082
Balance December 31, 2022	3,054,200	218,508	6,446,941	74,130	-	394,268	10,188,047
Additions	3,447,573	3,878,917	8,421,920	55,658	820,809	667,811	17,292,688
Disposals	-	(9,747)	-	-	-	-	(9,747)
Disposition of subsidiary (Note 5)	(164,971)	(55,633)	-		-		(220,604)
Foreign exchange	(69,481)	(137,468)	(351,987)	(137)	(24,147)	(35,949)	(619,169)
Balance September 30, 2023	6,267,321	3,894,577	14,516,874	129,651	796,662	1,026,130	26,631,215
Net book value
December 31, 2022	21,408,396	12,271,083	9,521,359	1,037,832	-	1,281,700	45,520,370
September 30, 2023	33,998,773	45,793,080	61,235,290	980,258	4,703,338	3,216,088	149,926,827

TINY LTD.

9. Goodwill

Goodwill was recognized as part of the following acquisitions within each entity:

Beam – Z1, Frosty and HappyFunCorp
Dribbble – Creative Market, Fontspring and the original acquisition of assets of Dribbble
Tiny Boards – Unicorn Hunt
WeCommerce

Button’s goodwill (part of the Beam segment) was disposed of on August 17, 2023. Refer to Note 5 for additional information.

Goodwill is monitored by management at the entity level. An entity-level summary of the goodwill allocation is presented below:

presented below:
				Tiny
	Beam	WeCommerce	Dribbble	Boards	Total
Balance, January 1, 2022	2,657,422	-	16,595,378	128,120	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	-	19,932,958	128,120	33,014,522
Acquisition through business
combination (Notes 4 and 5)	-	139,021,995	-	-	139,021,995
Disposals (Note 5)	(1,057,526)	-	-	-	(1,057,526)
Foreign exchange	(24,177)	658,170	(50,003)	-	583,990
Balance, September 30,
2023	11,871,741	139,680,165	19,882,955	128,120	171,562,981

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. The Company did not identify any indicators of impairment.

10. 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.

		September 30, 2023		December 31,2022
Investment in associates	$	30,273,866	$	28,227,594
Investment in equitysecurities		5,864,743		4,633,008
		36,138,609		32,860,602

(a) WeCommerce Holdings Ltd.

As at April 17, 2023, the Company acquired and amalgamated with WeCommerce as described in Note 4 and ceased to account for its ownership interest as an investment in associate. As this transaction is accounted for as an acquisition achieved in stages, a gain of $42,083,465 has been recorded which reflects the difference between the carrying value and fair value of the investment on the acquisition date. Details of the investment in WeCommerce held by Tiny at December 31, 2022 are as follows:

Place of incorporation	% ownership December 31, 2022	Carrying amount
		December 31, 2022
WeCommerce Holdings Ltd. BC, Canada	26.80%	9,482,707

TINY LTD.

10. Investments (continued)

(a) WeCommerce Holdings Ltd. (continued)

The quoted fair value of the Company’s investment in WeCommerce Holdings Ltd. was $21,180,252 at December 31, 2022. The following table below presents the summarized Statement of Financial Position:

		December 31,2022
Current assets	$	14,334,357
Non-current assets		157,385,916
Current liabilities		15,849,685
Non-current liabilities		43,540,201
Opening net assets, January 1		108,716,168
Closingnet assets		112,330,387
The followingtable belowpresent the summarized	Statement of Comprehensive	Income:
		September 30,2022
Revenue	$	22,788,844
Profit/(loss) from continuing operations
Loss for the period		(10,202,180)
Other comprehensive income		10,726,586
Total comprehensive income		524,406
Dividends received		-

(b) Other associates

The Company also has interests of $30,273,866 and $18,744,887 in other associates at September 30, 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 the shares of an LLC that serves as the general partner for the U.S. fund; and
(2) a 20.22% 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 20.22% LP units. Due to the nature of the arrangement, the Company had historically accounted for its equity interest in TFC Investment Ltd. using the hypothetical liquidation value. In December 2022, the 20.22% interest in the LP units was transferred from TFC Investment Ltd. to the Company. As a result, 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 September 30, 2023 and December 31, 2022, the investment had carrying amounts of $29,522,897 and $18,078,787, respectively. For the nine month periods ended September 30, 2023 and September 30, 2022, the Company recognized its proportionate share of income of $114,421 and loss of $1,916, respectively. Refer to Note 21 for details of capital call commitment relating to the Company’s LP interest.

TINY LTD.

11. Trade and other payables

		September 30, 2023		December 31,2022
Trade payables and accrued liabilities	$	17,090,356	$	15,351,987
Seller’s liability		8,096,982		10,390,786
Capital call payable (Note 10)		4,074,210		-
Dividend payable		-		7,703,642
Taxes		3,406,644		68,003
Other		18,287		273,077
Trade and otherpayables		32,686,479		33,787,495

12. 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 and was sublet on December 15, 2022. The sublease is 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 note 12(c) below.
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.

(a) Right-of-use assets

Balance, January 1, 2022	$	842,113
Additions		709,158
Amortizations		(441,365)
Derecognition		(546,177)
Unrealized foreign exchange		3,597
Balance, December 31, 2022	$	567,326
Additions		75,509
Amortizations		(123,153)
Balance, September 30, 2023	$	519,682
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
Additions		75,509
Finance expense		41,899
Leasepayments		(267,370)
Balance, September 30, 2023	$	1,010,458

(b) Lease liabilities

Costs not included in the measurement of the lease liabilities related to low-value leases and short-term leases at September 30, 2023 are $93,790 (December 31, 2022: $38,976). There were no leases with variable payment terms.

TINY LTD.

12. Right-of use assets and lease liabilities (continued)

(c) Lease receivable

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

		September 30, 2023		December 31,2022
Current portion of lease receivables	$	111,727	$	102,112
Lease receivables		152,249		222,073
		263,976		324,185

Finance income on lease receivables for the period ended September 30, 2023 was $5,259 (2022: $nil) and is recorded in other income. The following table presents the contractual undiscounted cash inflows for lease receivables:

	$
2023	28,931
2024	115,723
2025	115,723
2026	28,931
2027	-
Thereafter	-
Total undiscounted lease receivables	289,308
Unearned interest income	(25,332)
Total lease receivables	263,976

13. Debt

		September 30, 2023		December 31,2022
Revolving commitment facility (a)	$	67,973,889	$	66,708,864
Revolving credit facility (b)		60,674,233		-
Loans and facilities		2,925,000		2,925,000
CEBA Loans		66,666		160,000
	$	131,639,788		69,793,864
Less:
Currentportion		(10,427,531)		(3,085,000)
	$	121,212,257		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, which increased to $70,000,000 on November 16, 2022. 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 1.50% to 3.50% per annum and matures on May 20, 2027. Beam entered into interest rate swaps with a total notional value of $26,000,000. Refer to Note 22(c).

At March 31, 2023, Beam was in compliance with 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. On June 30, 2023, Beam entered into an amended agreement to amend its loan covenants.

TINY LTD.

13. Debt (continued)

The amended loan covenants are as follows:

Minimum interest coverage ratio to exceed:
- 3.00:1.00 for the twelve-month period ending June 30, 2023
- 2:25:1.00 for the twelve-month period ending September 30, 2023
- 3.00:1.00 for the twelve-month period ending December 31, 2023, and thereafter
Quarterly leverage ratio not to exceed 4.25:1.00 for any twelve-month periods ending December 31, 2023 to March 30, 2024, and to not exceed 4.00:1.00 thereafter;
Monthly minimum EBITDA to exceed:
$12,300,000 for the twelve-month period ending June 30, 2023
$10,600,000 for the twelve-month period ending July 31, 2023
$9,300,000 for the twelve-month periods ending August 30 and September 30, 2023
$10,000,000 for the twelve-month periods ending October 31 and November 30, 2023;
Minimum liquidity above:
$5,000,000 as at June 30, 2023 and August 30, 2023
$7,500,000 as at September 30, 2023
$6,000,000 as at October 31. 2023 and November 30, 2023

As at September 30, 2023, Beam was in compliance with all debt covenants. As at September 30, 2023, Beam had $67,973,889 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) JPMorgan Chase term loan

On April 17, 2023, WeCommerce Holdings LP entered into an agreement with JPMorgan Chase Bank, N.A with respect to a US $35,000,000 senior term loan, and a US $20,000,000 senior revolving credit facility.

The revolving credit facility bears interest at a variable rate spread on SOFR and matures on April 6, 2026. As at September 30, 2023, the interest rates on the term loan and revolving credit facility were 8.67% and 9.01% respectively. The loan covenants for the credit facility includes:

The Total Net Leverage Ratio on the last day of each fiscal quarter should not be greater than 3.50 times. Total Net Leverage is defined in the Facility agreement calculated as Total Indebtedness to Adjusted Consolidated EBITDA. Adjusted Consolidated EBITDA as defined in the credit agreement is different than Adjusted EBITDA as presented in the Management Discussion & Analysis as it is adjusted for, among other items, purchase accounting adjustments and pull forward synergies resulting from acquisitions.
The Fixed Charge Coverage Ratio (“FCCR”) on the last day of each fiscal quarter and at the end of any period of four consecutive fiscal quarters cannot be less than 1.25 times. FCCR is defined as Adjusted Consolidated EBITDA less certain allowable expenses to fixed charges.

TINY LTD.

13. Debt (continued)

(b) JPMorgan Chase term loan (continued)

As at September 30, 2023, WeCommerce was in compliance with all debt covenants. As at September 30, 2023, WeCommerce had $60,674,233 (US $45,750,000) outstanding under the facility (December 31, 2022: $nil). The fair value of the debt approximates the carrying value.

All obligations of WeCommerce under the credit agreement are guaranteed by its material wholly owned subsidiaries (the “Guarantors”) and secured by a security interest in the assets of WeCommerce and the Guarantors, and WeCommerce’s equity interests in the Guarantors. The credit agreement contains certain customary non-financial covenants.

(c) Roynat revolving term loan

On August 10, 2023, the Company entered into an agreement with Roynat Inc. (“Roynat”) with respect to a $25,000,000 revolving term loan. The revolving term loan bears interest at the Canadian variable rate plus 3.50% per annum.

The term of the loan is 12 months but may be renewed annually by May 31, commencing in 2024. Each draw on the loan will be added to the current principal balance outstanding on the loan facility with interest only payments occurring monthly.

The financial covenants on the loan are as follows:

Minimum consolidated fixed charge ratio of 1.20:1 at all times, tested quarterly, on a rolling four quarter basis; and
Maximum consolidated total funded debt to EBITDA ratio of 4.25:1 at all times, tested quarterly, on a rolling four quarter basis.

As at September 30, 2023, the Company had no balance drawn on the revolving term loan (December 31, 2022: $nil). The fair value of the debt approximates the carrying value.

All obligations of the Company under the revolving term loan are secured by a security interest in a building of the Company’s in Victoria, BC, as well as the shares of all subsidiaries which in the opinion of Roynat or its advisors contribute greater than 10% of the consolidated EBITDA of the Company. The revolving commitment contains certain customary non-financial covenants.

(d) Undrawn facilities

The following table shows the total amount of undrawn facilities at September 30, 2023:

		September 30, 2023
Revolving commitment facility	$	2,026,111
Revolving credit facility (US $20,000,000)		12,506,000
Revolving term loan (US $25,000,000)		25,000,000
Working capital facility (US $1,500,000)		2,028,000
	$	41,560,111

TINY LTD.

14. Share capital

In relation to the reverse acquisition transaction, as described in Note 1 and Note 4, on April 17, 2023, the Company’s historical common shares were cancelled and Tiny received WeCommerce shares. As such, the authorized share capital of the Company consists of an unlimited number of common shares without par value.

The following table shows the changes in common shares, which have been retrospectively adjusted to reflect the share structure of Tiny subsequent to the reverse acquisition:

	Number of common shares	$
Balance on January 1, 2022	87,487,322	405,175
Conversion of preferred shares into common shares	-	6,326,716
Issuance of common shares on exercise of stock options	264,457	-
Share-based compensation	-	200,580
Issuance of shares	57,106,769	-
Balance on December 31, 2022	144,858,548	6,932,471
Issuance of shares	1,568,021	7,700,166
Reverse acquisition (Note 4)	30,792,770	138,593,826
Issuance of common shares on exercise of share options and restricted share units	151,980	918,214
Balance on September 30, 2023	177,371,319	154,144,677

(a) 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 1,568,021 common shares at $4.91/share for gross proceeds of $7,700,166.

15. Share-based compensation

On June 23, 2022, the shareholders of WeCommerce approved an equity incentive plan (the “Omnibus Plan”). The Omnibus Plan permits the Board to issue 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.

(a) Stock options

As WeCommerce is the accounting acquiree, all awards issued to employees of WeCommerce prior to the reverse acquisition (Note 4) are considered to be issued as replacement awards at the acquisition date. To the extent that such awards are vested at the acquisition date, the value of these awards is included in the consideration for the business combination.

A summary of the Company’s outstanding options and changes during the periods then ended that are a part of the Omnibus Plan are as follows:

part of the Omnibus Plan are as follows:
Number of options	Weighted average exercise price ($)
Outstanding, December 31, 2022 - Acquired through business combination (Note 4) 92,697 Exercised (25,927) Forfeited (3,376)	- 3.62 1.14 7.00
Outstanding, September 30, 2023 63,394	3.96
Exercisable, September 30, 2023 39,618	3.27

TINY LTD.

15. Share-based compensation (continued)

(b) RSU, DSUs and PSUs

RSUs, DSUs and PSUs within the Omnibus Plan 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 non-market conditions are measured at fair value on the ten-day VWAP preceding each vesting date. The forgoing summary is qualified by the full text of the Omnibus Plan.

As a result of the reverse acquisition (Note 4), the outstanding RSUs, DSUs and PSUs of WeCommerce were not modified but were considered to be replacement awards. The outstanding RSU awards previously issued by Tiny were exchanged for RSUs at the conversion rate applicable to other outstanding instruments. A summary of the outstanding amounts and changes during the periods then ended are as follows:

	RSUs	DSUs	PSUs
Outstanding, December 31, 2022	-	-	-
Acquired through business combination (Note 4)	491,592	34,798	388,380
Granted	93,794	-	-
Settled	(126,053)	-	-
Forfeited	(31,031)	-	-
Outstanding, September 30, 2023	428,302	34,798	388,380

(c) Unvested shares

In January 2022, Tiny issued 825,547 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 165,174 were exercised into vested shares and 660,373 were exercised into Restricted stocks which are subject to vesting over 96 months, commencing on December 1, 2022.

(d) Options of subsidiary entities

The Company’s wholly-owned subsidiaries have stock option plans that are separate from the Omnibus Plan. These options vest until September 2026. To the extent that these options are exercised, the employees would own non-controlling interests in the underlying entities.

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

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

		Three-month period ended	Three-month period ended		Nine-month period	Nine-month period
			September 30,		ended September 30,
		2023	2022		2023	2022
Options including options of subsidiaries		(181,485)	713,476		1,626,669	2,758,922
Unvested shares		402,342	-		1,146,409	-
RSUs		352,287	-		1,025,399	-
DSUs		-	-		-	-
PSUs		83,963	-		167,928	-
Share-based compensation	$	657,107	713,476	$	3,965,405	2,758,922

TINY LTD.

16. Deferred revenue

The following table shows the movement of deferred revenue:

	Digital	Creative	E-Commerce
	Services	Platform	Platform	Other	Total
	$	$	$	$	$
Balance, January 1, 2022	3,734,379	1,680,123	-	458,593	5,873,095
Prior year liability recognized as				(458,59
revenue during the period	(3,734,379)	(1,680,123)	-	3)	(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
Acquired at fair value (Note 4)	-	-	3,832,378	-	3,832,378
Prior year liability recognized as
revenue during the period	(1,886,316)	(3,251,758)	(3,674,674)	(340,704)	(9,153,452)
Net additions	2,405,540	3,859,142	4,005,890	205,679	10,476,251
Foreign exchange	-	(5,226)	11,199	-	5,973
Balance, September 30, 2023	2,405,540	3,853,916	4,174,793	348,506	10,782,755

The Company has no customers which individually account for more than 10% of its revenues for the year ended December 31, 2022, and nine months ended September 30, 2023.

17. 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. The transfer of businesses by entities under common control has been accounted for based on the historical cost and is described in Note 1.

During the three-month and nine-month periods ended September 30, 2023, there were transactions with companies whose partners or senior officers are Directors of the Company or related to Directors of the Company. These counterparties are:

A firm, controlled by Chris Sparling, the Co-Chief Executive Officer, that provides consulting services;
• A firm, controlled by Andrew Wilkinson, the Co-Chief Executive Officer, that provides administrative and other support services; and
A firm, whose controlling partner is Shane Parrish, a Director of the Company, that provides marketing and advertising services.

(a) Related party revenues

Relatedparty revenues
		Three-month period ended			Nine-month period
			September 30,		ended September 30,
		2023	2022		2023	2022
Entities under control of a director of the company:
Management fees	$	133,400	30,300	$	189,500	102,500
Relatedparty expenses
		Three-month period ended			Nine-month period
			September 30,		ended September 30,
		2023	2022		2023	2022
Entities under control of a director of the company:
Professional/consulting fees	$	-	31,153	$	36,345	93,458
Marketingfees		-	-		176,139	-

(b) Related party expenses

TINY LTD.

17. Related party transactions (continued)

(c) Due from related parties

		September	30, 2023		December 31,2022
Shareholders or entities under common control	$		160,154	$	1,312,385

The balances due from related parties are unsecured and non-interest bearing with no specific terms of repayment. The outstanding balance as at September 30, 2023 of $160,154 is due from entities controlled by Andrew Wilkinson. The Company issued $2,300,000, in the prior year, in the form of a promissory note to a firm controlled by Chris Sparling. The promissory note was repaid in 2022 for $1,100,000 and in 2023 for $1,200,000.

(d) Due to related parties

		September	30, 2023		December 31,2022
Shareholders or entities under common control	$		437,446	$	8,406

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

(e) Compensation of key management personnel

The Company’s key management personnel have authority and responsibility for overseeing, planning, directing and controlling the activities of the Company and consists of the Company’s Board of Directors, the Company’s Chief Financial Officer and the Company’s Co-Executive Officers. Key management compensation was comprised of:

		Three-month period ended	Three-month period ended	Nine-month period
			September 30,	ended September 30,
		2023	2022	2023 2022
Salaries and consulting fees	$	740,053	252,862	1,366,151 1,293,052
Share-based compensation		251,526	112,645	840,570 567,102

18. Earnings/(loss) per share

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

		Three-month period ended	Three-month period ended		Nine-month period	Nine-month period
			September 30,		ended September 30,
		2023	2022		2023	2022
Net income/(loss)	$	(5,900,753)	1,724,415	$	24,111,068	8,098,727
Weighted average number of shares
outstanding		177,337,885	87,487,322		164,418,044	87,487,322
Weighted average number of shares
outstanding including potentially dilutive
shares		177,337,885	87,487,322		164,671,836	87,487,322
Basic earnings/(loss) per share	$	(0.03)	0.02	$	0.15	0.09
Diluted earnings/(loss) per share	$	(0.03)	0.02	$	0.15	0.09

TINY LTD.

18. Earnings/(loss) per share (continued)

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

	Three-month period ended	Three-month period ended	Nine-month period	Nine-month period
		September 30,	ended June 30,
	2023	2022	2023	2022
Stock options	4,044	-	35,871	-
RSUs	170,121	-	112,645	-
Unvested shares	-	-	-	-
	174,165	-	148,516	-

19. Supplemental cash flow information

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

		Nine-month period ended	September 30,
		2023	2022
Decrease/(increase) in:
Trade and other receivables	$	(3,156,131)	(2,434,903)
Prepaid expenses		(234,232)	(1,061,008)
Due to/from related parties		381,271	(1,535,495)
Other assets		(1,149,964)	86,908
Trade and other payables		(5,829,149)	833,744
Deferred revenue		1,316,576	(380,919)
Other liabilities		-	1,249,542
	$	(8,671,629)	(3,242,131)

Supplemental disclosure of non-cash financing activities:

		Nine-month period
		ended September 30,
		2023 2022
ROU asset and lease liabilities recognized	$	75,509 709,158

20. 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.

				All Other
Three-month period ended	Digital	Creative	E-Commerce	Operating
September 30, 2023	Services	Platform	Platform	Segments	Total
Revenue	22,317,722	13,885,976	12,582,221	1,736,994	50,522,913
Earnings/(loss) from
operations	3,178,793	222,771	(3,028,039)	(3,922,654)	(3,549,129)
Net income/(loss)	(194,803)	(32,885)	(4,460,784)	(1,212,281)	(5,900,753)

TINY LTD.

20. Segment information (continued)

(a) Reportable segments (continued)

Three-month period ended September 30, 2022 Digital Services Creative Platform E-Commerce Platform All Other Operating Segments	Total
Revenue 21,671,616 16,840,913 - 2,401,917 Earnings/(loss) from operations 6,152,209 2,912,356 - (717,079) Net income/(loss) 3,024,343 1,749,519 - (3,049,447)	40,914,446 8,347,486 1,724,415

Nine-month period ended September 30, 2023 Digital Services Creative Platform E-Commerce Platform All Other Operating Segments	Total
Revenue 59,261,841 45,664,326 23,389,024 6,011,966 Earnings/(loss) from operations 2,862,813 2,240,492 (7,188,588) (13,433,048) Net income/(loss) (148,691) 197,033 (8,840,445) 32,903,171	134,327,157 (15,518,331) 24,111,068

Nine-month period ended September 30, 2022 Digital Services Creative Platform E-Commerce Platform All Other Operating Segments	Total
Revenue 63,251,795 43,542,777 - 8,035,370 Earnings/(loss) from operations 20,021,266 6,542,933 - (2,341,295) Net income/(loss) 12,747,716 4,297,141 - (8,946,130)	114,829,942 24,222,904 8,098,727

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:

At September 30, 2023 Digital Services Creative Platform E-Commerce Platform Other	Total
Total assets 51,932,368 49,809,505 250,649,674 62,604,409 Total liabilities 92,249,005 21,982,048 72,910,807 17,924,334	414,995,956 205,066,194

At December 31, 2022 Digital Services Creative Platform E-Commerce Platform Other	Total
Total assets 51,308,902 56,539,482 - 60,893,483 Total liabilities 91,451,546 24,030,184 - 14,392,762	168,741,867 129,874,492

21. 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.

TINY LTD.

21. Contingencies and commitments (continued)

Contingent consideration

Total contingent consideration payable is comprised of:

$9,044,069 (2022: $8,890,213) relating to the acquisition of HappyFunCorp;

Beam acquired HappyFunCorp during the year ended December 31, 2022. 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.

$921,650 (2022: $1,089,565) relating to the acquisition of Frosty; and

Beam acquired Frosty during the year ended December 31, 2021. 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.

$1,320,144 (2022: $nil) relating to the acquisition of WeCommerce

WeCommerce acquired KnoCommerce during the year ended December 31, 2022. 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 US $7,500,000 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.

On October 31, 2023, the Company paid out US $967,169 (CA $1,321,250) as a result of KnoCommerce exceeding the minimum revenue targets. Of the total amount, 27% was satisfied by the issuance of 145,422 class A common shares of Tiny at CA $2.45 per share and the remaining 73% was paid out in cash. No further amounts are owing in relation to the purchase of KnoCommerce.

$245,772 (2022: $nil) relating to the acquisition of Clean Canvas

WeCommerce acquired Clean Canvas on September 6, 2023 (refer to Note 5). The contingent consideration is to be paid if Clean Canvas achieves minimum EBITDA targets during the 18 months following the closing date. The contingent consideration is to be settled through cash, the issuance of shares or through a combination of cash and shares. Under no circumstances will the total payment exceed US $1,200,000 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.

TINY LTD.

21. Contingencies and commitments (continued)

The fair value of the contingent consideration was estimated by calculating the present value of the future expected cash flows. The following table presents the changes in the fair value of the Company’s liability for contingent consideration:

Balance on January 1, 2022	1,182,812
Issued on business combination (Note 5)	8,890,213
Foreign exchange	(93,247)
Balance on December 31, 2022	9,979,778
Acquired through business combination (Note 4 and Note 5)	1,666,737
Adjustment to fair value	(112,095)
Foreign exchange	(2,785)
Balance on September 30, 2023	11,531,635

During the three and nine-month periods ended September 30, 2023, the Company reassessed the fair value of the expected contingent consideration and decreased the amounts by $135,150 and $112,095, respectively.

Capital commitment

In connection with the LP interest held in an investment fund, the Company has committed to fund 20.22% of the total US $148,138,286 capital commitment. As at September 30, 2023, the Company had a remaining capital commitment of US $2,808,424 that had not yet been called (December 31, 2022: US $13,400,000) and US $3,000,000 (CAD $4,074,210) of unfunded capital that was subsequently paid on October 13, 2023.

Additionally, Beam has a partnership interest held in an investment fund. Beam has committed to fund US $2,000,000 to the fund which has a total size of US $14,200,000. As at September 30, 2023, Beam had a remaining capital commitment of US $1,400,000 that had not yet been called (December 31, 2022: US $2,000,000).

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.

TINY LTD.

22. Financial instruments

(a) Classification and measurement

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

Amortized cost $ Fair value through profit or loss $	September 30, 2023 $
Financial Assets
Cash and cash equivalents 22,643,639 -	22,643,639
Restricted cash 253,481 -	253,481
Trade and other receivables 17,743,155 -	17,743,155
Due from related parties 160,154 -	160,154
Derivatives - 2,854,909	2,854,909
Investments in equity securities* - 5,864,743	5,864,743
Note receivable 905,642 -	905,642

Financial Liabilities
Trade and other payables 32,686,479 -	32,686,479
Due to related parties 437,446 -	437,446
Lease liabilities 1,010,458 -	1,010,458
Debt 131,639,788 -	131,639,788
Contingent considerationpayable - 11,531,635	11,531,635

Included in Investments on the Statement of Financial Position

Amortized cost $ Fair value through profit or loss $	December 31, 2022 $
Financial Assets
Cash and cash equivalents 31,201,836 -	31,201,836
Trade and other receivables 12,797,523 -	12,797,523
Due from related parties 1,312,385 -	1,312,385
Derivatives - 215,387	215,387
Investments in equity securities* - 4,633,008	4,633,008

Financial Liabilities
Trade and other payables 33,787,495 -	33,787,495
Due to related parties 8,406 -	8,406
Lease liabilities 1,160,420 -	1,160,420
Debt 69,793,864 -	69,793,864
Derivatives - 586,364	586,364
Contingent considerationpayable - 9,979,778	9,979,778

Included in Investments on the Statement of Financial Position

(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.

TINY LTD.

22. Financial instruments (continued)

(b) Fair value (continued)

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, note receivable, trade and other payables, due to/ from related parties, and lease liabilities are carried at amortized cost, which carrying values approximate 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. Changes in the fair value of contingent consideration payable can result from changes in anticipated milestone payments and changes in assumed discount periods and rates. Contingent consideration payable are remeasured at fair value each reporting period with the gain or loss being recognized through the Statement of Net Income/(Loss) and Comprehensive Income/(Loss).

There were no transfers between levels of the fair value hierarchy in the year ended December 31, 2022 and September 30, 2023.

(i) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash and cash equivalents, trade and other receivables, note receivable, and lease receivable. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalents with high-credit quality financial institutions. The Company considers the risk of financial loss on cash and cash equivalents to be remote.

The Company reduces credit risk with respect to trade receivables by regularly assessing the credit risk associated with these accounts and closely monitoring any overdue balances. In the opinion of management, the strength of these customers is such that concentration risk exposure to the Company is low.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company manages liquidity risk through the management of its capital structure in conjunction with cash flow forecasting including anticipated investing and financing activities.

TINY LTD.

22. Financial instruments (continued)

(b) Fair value (continued)

The tables below categorize the Company’s financial liabilities into relevant maturity groupings based on the remaining periods at the interim condensed consolidated statement of financial position dates to the contractual maturity dates. Contingent consideration payable is to be settled through a combination of share issuance and cash as distinguished by its total contractual cash flows. All other financial liabilities are settled in cash.

September 30, 2023 1 year or less $	Between 1 and 5 years $ Over 5 years $	Total contractual cash flows $	Carrying amount $
Trade and other payables 32,686,479	- -	32,686,479	32,686,479
Debt 10,427,531	121,212,257 -	131,639,788	131,639,788
Contingent consideration payable 7,039,938	4,491,697 -	4,097,552	11,531,635
Due to related parties 437,446	- -	437,446	437,446
Lease liabilities 337,894	672,564 -	1,010,458	1,010,458
50,929,288	126,376,518 -	169,871,723	177,305,806

December 31, 2022 1 year or less $	Between 1 and 5 years $ Over 5 years $	Total contractual cash flows $	Carrying amount $
Trade and other payables 33,787,495	- -	33,787,495	33,787,495
Debt 3,085,000	66,708,864 -	69,793,864	69,793,864
Contingent consideration payable 501,630	9,478,148 -	9,979,778	9,979,778
Due to related parties 8,406	- -	8,406	8,406
Lease liabilities 207,215	953,205 -	1,160,420	1,160,420
37,589,746	77,140,217 -	114,729,963	114,729,963

(iii) Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates against the functional currency. The Company operates in Canada, the United States, the United Kingdom, Singapore, and Spain and is therefore exposed to foreign exchange risk arising from transactions denominated in foreign currencies. The operating results and the financial position of the Company are reported in CAD$. The functional currency of the parent entity, and some subsidiaries, is CAD$ and is therefore exposed to foreign currency risk from financial instruments denominated in currencies other than CAD$. The Company has one small subsidiary who functional currency is Euros and multiple subsidiaries whose functional currency is US$.

The Company is exposed to foreign currency risk through the following financial assets and liabilities, expressed in CAD$:

		September 30,		December 31,
		2023		2022
Cash	$	20,851,684	$	23,580,106
Trade and other receivables		16,917,551		9,880,321
Trade and other payables		26,836,447		18,902,451
Debt		60,672,494		-
Total exposure	$	125,278,176	$	52,362,878

TINY LTD.

22. Financial instruments (continued)

(c) Derivative financial instruments

(i) Interest rate swap derivatives

The Company has entered into interest rate swap contracts to manage risk on its debt. The Company does not designate its interest rate swap contracts as hedging instruments.

On May 20, 2022, the Company entered into an interest rate swap with a notional value of $26,000,000, related to its revolving commitment facility. On October 24, 2022, the Company converted the $44,570,000 to US and maintained an interest rate swap with a notional value of $26,000,000. The Company recognized a fair value derivative asset of $2,117,542 at September 30, 2023 (December 31, 2022: $370,977 derivative liability). Changes in the fair value during the period was recorded in fair value gain/(loss) to financial instruments.

As part of the reverse acquisition (Note 4), the Company acquired two interest rate swap contracts exchanging variable interest for fixed interest on $48,900,000 (US $35,800,000) of the revolving credit facility through April 6, 2026 for $326,349. The fixed interest blended rate was 4.25% + credit spread of 3.50% totaling 7.75%. The Company recognized a fair value derivative asset of $737,367 at September 30, 2023 (December 31, 2022: $nil). Changes in the fair value during the period was recorded in fair value gain/(loss) to financial instruments.

23. Subsequent events

(a) Private Placement

Tiny Fund I LP, the Company’s private partnership, owns a majority portion of Letterboxd, a global social platform for film discovery and discussion. On October 6, 2023, the founders of Letterboxd subscribed for a total of 1,430,346 Class A common shares at a price of $3.40 per common share for gross proceeds of $4,863,176 (the “Private Placement”). The proceeds of the Private Placement are expected to be used for working capital and general corporate purposes. No finder’s fees or commissions will be paid in connection with the Private Placement.

(b) Jagged Pixel acquisition

On October 17, 2023, WeCommerce Holdings LP acquired the assets of Jagged Pixel for US $400,000 (CAD $545,880) less working capital-related adjustments and the equivalent of US $600,000 (CAD $818,820) through the issuance of 264,706 Class A common shares in the capital of Tiny. Jagged Pixel operates Uptime, an automated store monitoring application on Shopify.

AI assistant

Tiny Ltd. — Interim / Quarterly Report 2023

47831_rns_2023-11-16_c1818a19-a1a7-4619-8aba-661d0da440e3.pdf

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1. Incorporation and nature of activities

2. Basis of preparation and measurement

(a) Statement of compliance

TINY LTD.

2. Basis of preparation and measurement (continued)

(b) Basis of measurement

(c) Basis of consolidation

(d) Functional and presentation currency

TINY LTD.

2. Basis of preparation and measurement (continued)

(e) Estimates and judgments

TINY LTD.

2. Basis of preparation and measurement (continued)

(e) Estimates and judgments (continued)

(f) Comparative Information

TINY LTD.

3. Significant accounting policies

Intangible assets

Earnings/(loss) per share

Creative Platform revenue

TINY LTD.

4. Reverse acquisition of WeCommerce Holdings Ltd. by Tiny Capital Ltd.

TINY LTD.

5. Business combinations and dispositions

(a) Fontspring Inc. (“Fontspring”)

TINY LTD.

5. Business combinations and dispositions (continued)

(b) HappyFunCorp LLC

TINY LTD.

5. Business combinations and dispositions (continued)

(c) Clean Canvas Limited

(d) Button Inc.

TINY LTD.

6. Trade and receivables

TINY LTD.

7. Capital assets

TINY LTD.

8. Intangible assets

TINY LTD.

9. Goodwill

10. Investments

(a) WeCommerce Holdings Ltd.

TINY LTD.

10. Investments (continued)

(a) WeCommerce Holdings Ltd. (continued)

(b) Other associates

TINY LTD.

11. Trade and other payables

12. Right-of-use assets and lease liabilities

(a) Right-of-use assets

(b) Lease liabilities

TINY LTD.

12. Right-of use assets and lease liabilities (continued)

(c) Lease receivable

13. Debt

(a) National Bank of Canada revolving commitment facility

TINY LTD.

13. Debt (continued)

(b) JPMorgan Chase term loan

TINY LTD.

13. Debt (continued)

(b) JPMorgan Chase term loan (continued)

(c) Roynat revolving term loan

(d) Undrawn facilities

TINY LTD.

14. Share capital

15. Share-based compensation

(a) Stock options

TINY LTD.

15. Share-based compensation (continued)

(b) RSU, DSUs and PSUs

Tiny Ltd. Interim / Quarterly Report 2023