Tiny Ltd. — Proxy Solicitation & Information Statement 2023

Mar 10, 2023

WECOMMERCE HOLDINGS LTD.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

SPECIAL MEETING OF SHAREHOLDERS OF

WECOMMERCE HOLDINGS LTD.

TO BE HELD ON

APRIL 11, 2023

Dated as of March 6, 2023

The members of the Board of Directors of WeCommerce Holdings Ltd. recommend that WeCommerce Shareholders vote FOR the Transaction Resolution

These materials are important and require your immediate attention. They require shareholders of WeCommerce Holdings Ltd. to make an important decision. If you are in doubt as to how to make such decision, please contact your financial, legal or other professional advisor. No securities regulatory authority in Canada, the United States or elsewhere has expressed an opinion about, or passed upon the fairness or merits of, the transactions described in this document, the securities being offered pursuant to such transactions or the adequacy of the information contained in this document.

WECOMMERCE HOLDINGS LTD.

March 6, 2023

Dear Shareholder:

You are invited to attend a special meeting (the "Meeting") of shareholders (the "WeCommerce Shareholders") of WeCommerce Holdings Ltd. (the "Company" or "WeCommerce") to vote on, among other things, a proposed transaction combining the businesses of WeCommerce and Tiny Capital Ltd. ("Tiny"). The Meeting will be held at 10:00 a.m. (Vancouver time), on April 11, 2023 virtually via live audio webcast online at https://meetnow.global/MXJSM9C.

At the Meeting, WeCommerce Shareholders will be asked to approve the transaction combining the businesses of WeCommerce and Tiny which is structured as a three cornered amalgamation (the "Amalgamation") under Section 269 of the Business Corporations Act (British Columbia) (the "BCBCA"), whereby Tiny will amalgamate with 1396773 B.C. Ltd. ("Subco"), a wholly owned subsidiary of WeCommerce, to form a new company ("Amalco"). Following the Amalgamation, Amalco will be wholly owned by WeCommerce. Pursuant to the Amalgamation, WeCommerce will acquire all of the issued and outstanding common shares of Tiny (collectively, the "Tiny Shares") in consideration for the issuance by WeCommerce of 146,429,569 Class "A" common shares of WeCommerce (the "Consideration Shares") to the former holders of Tiny Shares and the cancellation of 11,454,725 Class "A" Common Shares of WeCommerce (the "WeCommerce Shares") (including 307,223 WeCommerce Shares to be acquired pursuant to the exercise of options to purchase WeCommerce Shares) held by Tiny and certain of its affiliates (the "Transaction"). The detailed terms and conditions of the Transaction are set forth in an amalgamation agreement dated January 22, 2023 (the "Amalgamation Agreement") among WeCommerce, Tiny and Subco, a copy of which is available on the Company's SEDAR profile at www.sedar.com.

If the Transaction is completed, subject to WeCommerce Shareholders approving the Transaction, among other conditions precedent as set out in the Amalgamation Agreement, it is expected that current WeCommerce Shareholders (inclusive of the WeCommerce Shares owned by Tiny and its affiliates) will own approximately 24.1% of the WeCommerce Shares. Upon completion of the Transaction, it is expected that WeCommerce and Amalco will be amalgamated pursuant to Section 273 of the BCBCA. Upon the WeCommerce Shareholders approving the Continuance (as described below), the amalgamated company will continue into the federal jurisdiction of Canada under the Canada Business Corporations Act ("CBCA"), and the name of the amalgamated company is expected to be changed to "Tiny Ltd." (the "Resulting Issuer"). The shares of the Resulting Issuer are expected to trade on the TSX Venture Exchange ("TSXV") under the trading symbol "TINY".

Andrew Wilkinson is a significant shareholder of WeCommerce and Mr. Wilkinson and Chris Sparling are directors and co-CEOs of WeCommerce, and together own 98% of the Tiny Shares. Mr. Wilkinson beneficially owns or exercises control or direction over, directly or indirectly, approximately 27.9% of WeCommerce Shares (on an undiluted basis). As a result, Mr. Wilkinson and Mr. Sparling and their affiliated entities are "related parties" of WeCommerce for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSXV. In order for the Transaction to be effective, the ordinary resolution approving the Transaction, the full text of which is set out in the accompanying management information circular (the "Transaction Resolution") must be approved by at least a simple majority of the votes cast by WeCommerce Shareholders, voting together as a single class, present or represented by proxy at the Meeting and entitled to vote at the Meeting, excluding the votes required to be excluded under the minority approval requirements for a "related party transaction" under MI 61-101 and the policies of the TSXV including the votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Mr. Wilkinson. Completion of the Transaction is also subject to approval of the TSXV and other customary closing conditions, which are described in more detail in the accompanying management information circular.

The accompanying notice of meeting and management information circular contain details about the Transaction, including the background that led to the Company's board of directors (the "WeCommerce Board") recommending that the WeCommerce Shareholders vote FOR the Transaction Resolution and their reasons for doing so. Some of the main benefits, among others, to you as a WeCommerce Shareholder include:

• Consideration Shares Reflect a Premium to Market Price. The Consideration Shares represent an attributed relative value of $5.12 per WeCommerce Share, representing a fully diluted equity value of approximately $220 million and a fully diluted equity value of approximately $691 million for Tiny, excluding Tiny's existing interest in WeCommerce Shares. The $5.12 value attributed to each WeCommerce Share represents a 161% premium to the last closing price of the WeCommerce Shares and a 158% premium to the 30-day volume-weighted average trading price of WeCommerce Shares, on the TSXV as of January 20, 2023, the last trading day prior to the announcement of the entering into of the Amalgamation Agreement.
• Special Committee Oversight. The terms of the Transaction and the Amalgamation Agreement are the result of an extensive arm's length negotiation process between the special committee of the WeCommerce Board (the "WeCommerce Special Committee"), comprised solely of independent directors, with input from and consultation with its independent financial and legal advisors, as well as selected input from independent WeCommerce Shareholders, on the one hand, and Tiny and its advisors on the other hand.
• Fairness Opinion. Perella Weinberg Partners LP, an independent financial advisor to the WeCommerce Special Committee, provided the Fairness Opinion with respect to the Transaction that, subject to the assumptions, limitations and qualifications set forth therein, as of January 22, 2023, the issuance of the Consideration Shares in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares in the Transaction is fair, from a financial point of view, to WeCommerce.
• Support of Significant Shareholders. WeCommerce's two largest independent shareholders, Table Holdings LP (Bill Ackman) and Freemark Partners Holding Company LLC, together with all of the disinterested directors and certain executive officers of WeCommerce, have entered into voting support agreements with Tiny pursuant to which each has agreed to vote their WeCommerce Shares in favour of the Transaction. The WeCommerce Shareholders party to the voting support agreements represent an aggregate of approximately 39.9% of the WeCommerce Shares as at the Record Date eligible to be voted on the Transaction Resolution.

At the Meeting, WeCommerce Shareholders will also be asked to approve a special resolution (the "Continuance Resolution") authorizing WeCommerce to apply to continue its corporate existence from the BCBCA to the federal jurisdiction of Canada under the CBCA (the "Continuance"). The Transaction is not conditional upon WeCommerce Shareholders approving the Continuance.

The accompanying notice of meeting of shareholders and management information circular describes the Transaction and the Continuance, and includes certain additional information to assist you in considering how to vote on the Transaction Resolution and the Continuance Resolution. This information is important and you are urged to read this information carefully and, if you require assistance, to consult your financial, legal, tax and other professional advisors.

Your vote is important regardless of the number of WeCommerce Shares you own and you are urged to submit your proxy well in advance of the voting deadline in order to have your voice heard. Even if you are a registered WeCommerce Shareholder and plan to attend the Meeting, we encourage you to take the time now to follow the instructions on the enclosed form of proxy so that your WeCommerce Shares can be voted at the Meeting in accordance with your instructions. We encourage you to use the internet voting option to ensure your vote is received prior to the voting deadline. Alternatively, you can complete, sign, date and return the enclosed form by mail. If you hold your WeCommerce Shares through a broker, trustee, financial institution or other intermediary, you are a nonregistered WeCommerce Shareholder and you will receive instructions from such intermediary, or on the intermediary's behalf, as to how to vote your WeCommerce Shares. We encourage non-registered WeCommerce Shareholders to carefully follow such instructions so that your WeCommerce Shares can be represented and voted at the Meeting.

Subject to receipt of any regulatory approvals and the satisfaction or waiver of all other conditions to closing, including the approval of WeCommerce Shareholders, it is expected that the Transaction and, if approved, the Continuance will be completed in April 2023.

On behalf of the WeCommerce Board, I would like to thank all WeCommerce Shareholders for their ongoing support as we work towards completion of the Transaction and the Continuance.

Sincerely,

On behalf of the Board of Directors of WeCommerce Holdings Ltd.,

(signed) "Tim McElvaine"

Tim McElvaine Director

WECOMMERCE HOLDINGS LTD.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the "Meeting") of the holders (the "WeCommerce Shareholders") of Class "A" common shares ("WeCommerce Shares") of WeCommerce Holdings Ltd. (the "Company" or "WeCommerce") will be held at 10:00 a.m. (Vancouver time), on April 11, 2023 virtually via live audio webcast online at https://meetnow.global/MXJSM9C for the following purposes:

• (a) to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Transaction Resolution"), the full text of which is set out in Appendix B to the accompanying management information circular dated March 6, 2023 (the "Circular"), to approve the issuance of WeCommerce Shares in connection with the acquisition by WeCommerce of all of the issued and outstanding common shares of Tiny Capital Ltd. ("Tiny") by way of a three cornered amalgamation under the Business Corporations Act (British Columbia) (the "BCBCA") (the "Transaction") involving WeCommerce, Tiny and 1396773 B.C. Ltd., excluding the votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Andrew Wilkinson pursuant to the requirements of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions and the policies of the TSX Venture Exchange, all as more particularly described in the Circular;
• (b) to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the "Continuance Resolution"), the full text of which is set out in Appendix D to the Circular, to approve the continuance of the Company out of British Columbia and the provincial jurisdiction under the BCBCA and into the federal jurisdiction of Canada (the "Continuance") under the Canada Business Corporations Act (the "CBCA"), with all changes necessary to conform to the CBCA, all as more particularly described in the Circular; and
• (c) to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Particulars of the foregoing matters are set forth in the Circular. The Board of Directors of the Company has fixed the close of business on March 3, 2023 as the record date (the "Record Date") for the determination of the WeCommerce Shareholders entitled to receive notice of, and to vote at, the Meeting. Only WeCommerce Shareholders whose names have been entered in the register of WeCommerce Shareholders as of the Record Date will be entitled to receive notice of, and to vote at, the Meeting. WeCommerce's Board of Directors recommends that you vote FOR the Transaction Resolution.

WeCommerce Shareholders are entitled to vote at the Meeting or by proxy, as described in the Circular under the heading "General Proxy Information". Only registered WeCommerce Shareholders, or the persons appointed as their proxies, are entitled to attend and vote at the Meeting. For information with respect to WeCommerce Shareholders who own their WeCommerce Shares through an intermediary, see "General Proxy Information — Non-Registered WeCommerce Shareholders" in the accompanying Circular.

Whether or not you are able to attend the Meeting, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. The Company's transfer agent, Computershare Investor Services Inc., must receive your proxy no later than April 6, 2023 at 10:00 a.m. (Vancouver time), or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays in the Province of British Columbia) before any adjourned or postponed Meeting. You must send your proxy to the Company's transfer agent by either using the envelope provided or by mailing the proxy to Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Yl. You may also vote through the internet by going to www.investorvote.com and clicking on VOTE and entering the 15 digit control number found on the form of proxy. If you wish to vote on the internet, you must do so no later than April 6, 2023 at 10:00 a.m. (Vancouver time). In addition, you may personally deliver your completed, dated and signed form of proxy to Computershare Investor Services Inc., Attention: Proxy Department, 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 by no later than April 6, 2023 at 10:00 a.m. (Vancouver time).

If you are a non-registered WeCommerce Shareholder (for example, if you hold WeCommerce Shares in an account with a broker or an intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your intermediary or call your intermediary for information as to how you can vote your WeCommerce Shares. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above, and non-registered WeCommerce Shareholders wishing to vote on the internet must do so no later than April 6, 2023 at 10:00 a.m. (Vancouver time).

Late proxies may be accepted or rejected by the Chair of the Meeting at his or her sole discretion. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

DATED this 6th day of March, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF WECOMMERCE HOLDINGS LTD.

(signed) "Tim McElvaine"

Tim McElvaine Director

TABLE OF CONTENTS

APPENDICES i
GENERAL MATTERS 1
Defined Terms 1
Information Contained in this Circular 1
Information Contained in this Circular
Regarding Tiny 1
Financial Information 2
Currency 2
SUMMARY 10
The Meeting and Record Date 10
The Transaction 10
Continuation Under the Canada Business
Corporations Act 15
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION 17
GENERAL PROXY INFORMATION 19
Solicitation of Proxies 19
Appointment of Proxies 19
Revocation of Proxies 19
Non-Registered WeCommerce Shareholders 20
Voting of Proxies 21
Voting at the Meeting 21
Appointment of a Third Party as a Proxy 22
How to Attend and Participate in the Meeting 23
Quorum 23
VOTING SECURITIES AND PRINCIPAL
HOLDERS THEREOF 23
THE TRANSACTION 24
Background to the Transaction 24
Description of the Transaction 32
Fairness Opinion 34
Required Transaction Shareholder Approval 40
Voting Support Agreements 41
Interests of Certain Persons in the Transaction 43
Expenses of the Transaction 43
THE AMALGAMATION AGREEMENT 43
Representations and Warranties 43
Covenants 44
Conditions for Completion of the Transaction 47
Notice and Cure 49
Additional Covenants Regarding Non
Solicitation 49
Notification of Acquisition Proposal 50
Responding to an Acquisition Proposal 51
Right to Match 51
Termination of Amalgamation Agreement 53
UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS 54
SECURITIES LAW MATTERS 55
Application of TSXV Policy 5.9 and MI 61-101 55
Minority Approval Requirements 55
Prior Valuations 56Formal Valuation 56

REGULATORY MATTERS56
Stock Exchange Matters56
Name Change 57
CONTINUATION UNDER THE CANADA
BUSINESS CORPORATIONS ACT57
Corporate Governance Differences57
Advance Notice Procedures62
Required Continuance Shareholder Approval63
Rights of Dissent 63
RISK FACTORS RELATING TO THE
TRANSACTION65
Risks Related to the Transaction 65
Risks Related to the Resulting Issuer following
the Transaction66
Risks Related to the Operations of Tiny and theResulting Issuer 68
Risks Related to the Operations of
WeCommerce 68
LEGAL MATTERS 68
OTHER BUSINESS 69
INTEREST OF CERTAIN PERSONS IN
MATTERS TO BE ACTED UPON 69
SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION
PLANS69
INDEBTEDNESS OF DIRECTORS AND
OFFICERS70INTEREST OF INFORMED PERSONS IN
MATERIAL TRANSACTIONS70
STATEMENT OF RIGHTS70
ADDITIONAL INFORMATION 70
APPROVAL71
CONSENT OF PERELLA WEINBERG
PARTNERS LP 72
APPENDIX A GLOSSARY OF TERMS A-1
APPENDIX B TRANSACTION RESOLUTIONB-1
APPENDIX C FAIRNESS OPINION C-1
APPENDIX D CONTINUANCE RESOLUTION. D-1
APPENDIX E RIGHTS OF DISSENTE-1
APPENDIX F ADDITIONAL INFORMATION
CONCERNING WECOMMERCE PRIOR
TO THE TRANSACTIONF-1
APPENDIX G INFORMATION
CONCERNING TINY PRIOR TO THE
TRANSACTION G-1
APPENDIX H INFORMATION
CONCERNING THE RESULTING ISSUER
FOLLOWING THE TRANSACTION H-1
APPENDIX I PRO FORMA COMBINEDFINANCIAL STATEMENTS I-1
APPENDIX J PROPOSED ARTICLES AND
BYLAWS OF THE RESULTING ISSUER

APPENDICES

Appendix A		GLOSSARY OF TERMS	A-1
Appendix B		TRANSACTION RESOLUTION	B-1
Appendix C		FAIRNESS OPINION	C-1
Appendix D		CONTINUANCE RESOLUTION	D-1
Appendix E		RIGHT OF DISSENT	E-1
Appendix F		ADDITIONAL INFORMATION CONCERNING WECOMMERCEPRIOR TO THE TRANSACTION	F-1
Appendix G		INFORMATION CONCERNING TINY PRIOR TO THETRANSACTION	G-1
	Schedule A of	TINY'S COMBINED CONSOLIDATED AUDITED FINANCIAL	G-A-1
	Appendix G	STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 ANDDECEMBER 31, 2020
	Schedule B of	TINY'S UNAUDITED INTERIM CONDENSED COMBINED	G-B-1
	Appendix G	CONSOLIDATED FINANCIAL STATEMENTS
		FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
		2022
	Schedule C of	TINY'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF	G-C-1
	Appendix G	FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR
		THE FINANCIAL YEAR ENDED DECEMBER 31, 2021
	Schedule D of	TINY'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF	G-D-1
	Appendix G	FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR
		THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022.
Appendix H		INFORMATION CONCERNING THE RESULTING ISSUER	H-1
		FOLLOWING THE TRANSACTION
	Schedule A ofAppendix H	AUDIT COMMITTEE CHARTER OF RESULTING ISSUER	H-33
Appendix I		PRO FORMA COMBINED FINANCIAL STATEMENTS	I-1
Appendix J		PROPOSED ARTICLES AND BYLAWS OF THE RESULTING ISSUER	J-1
		FOLLOWING THE CONTINUANCE

WECOMMERCE HOLDINGS LTD.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the "Circular") and accompanying form of proxy are furnished in connection with the solicitation of proxies by the management of WeCommerce Holdings Ltd. ("WeCommerce" or the "Company") for use at the special meeting (the "Meeting") of holders (the "WeCommerce Shareholders") of Class "A" common shares ("WeCommerce Shares") of WeCommerce to be held at 10:00 a.m. (Vancouver time), on April 11, 2023 virtually via live audio webcast online at https://meetnow.global/MXJSM9C, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of special meeting (the "Notice of Meeting").

All summaries of, and references to, the Transaction Resolution, the Continuance Resolution, the Amalgamation Agreement and the Fairness Opinion in this Circular are qualified in their entirety by reference to the complete text of these documents and resolutions, each of which is either included as an appendix to this Circular or filed under the Company's profile on SEDAR at www.sedar.com. WeCommerce Shareholders are urged to carefully read the full text of the Circular and the appendices and schedules.

GENERAL MATTERS

Defined Terms

In this Circular, unless otherwise indicated or the context otherwise requires, terms defined in Appendix A shall have the meanings attributed thereto. Words importing the singular include the plural and vice versa and words importing gender include all genders.

Information Contained in this Circular

This Circular is dated March 6, 2023 and is first being mailed to WeCommerce Shareholders on or about March 15, 2023. The information contained in this Circular, unless otherwise indicated, is given as of March 6, 2023.

No person has been authorized by the Company to give any information (including any representations) in connection with the matters to be considered at the Meeting other than the information contained in this Circular. This Circular does not constitute an offer to buy, or a solicitation of an offer to acquire, any securities, or a solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or is unlawful. Information contained in this Circular should not be construed as legal, tax or financial advice, and WeCommerce Shareholders should consult their own professional advisors concerning the consequences of the Transaction or the Continuance in their own circumstances.

This Circular and the transactions contemplated by the Amalgamation Agreement have not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of such transactions or upon the accuracy or adequacy of the information contained in this Circular. Any representation to the contrary is unlawful.

Information Contained in this Circular Regarding Tiny

Certain information included in this Circular pertaining to Tiny Capital Ltd. ("Tiny"), including, but not limited to, information pertaining to Tiny in Appendix G, has been furnished by Tiny, or is derived from Tiny's publicly available documents. With respect to this information, the WeCommerce Board has relied exclusively upon Tiny, without independent verification by the Company. Although the Company does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Company nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by Tiny to disclose events or information that may affect the completeness or accuracy of such information.

For further information regarding Tiny, please see Appendix G.

Financial Information

Unless otherwise indicated, all financial information referred to in this Circular was prepared in accordance with International Financial Reporting Standards.

Currency

Unless otherwise indicated, all references to "$" or "dollars" set forth in this Circular are to Canadian dollars.

FREQUENTLY ASKED QUESTIONS

The following questions and answers may not include all the information that is important to WeCommerce Shareholders. These Frequently Asked Questions are qualified in their entirety by the more detailed information appearing or referred to in the Circular and, therefore, we urge WeCommerce Shareholders to carefully read the Circular, including the appendices, schedules and the other documents referred to herein. Capitalized terms that are not otherwise defined in these Frequently Asked Questions have the meanings ascribed to such terms in the Glossary of Terms in Appendix A.

Q: What proposals will be voted on at the Meeting?

A: At the Meeting, WeCommerce Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Transaction Resolution, excluding the votesrequired to be excluded under the minority approval requirements for a "related party transaction" under MI 61-101 and the policies of the TSXV, including the votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Mr. Wilkinson, the full text of which is set forth at Appendix B to this Circular.

In addition, WeCommerce will be asked to consider and, if thought advisable, to pass, with or without variation, the Continuance Resolution, the full text of which is set forth at Appendix D to this Circular. The Transaction is not conditional upon WeCommerce Shareholders approving the Continuance Resolution.

Q: How does the WeCommerce Board recommend I vote on the proposals?

A: The WeCommerce Board recommends that the WeCommerce Shareholders vote FOR the Transaction Resolution. Messrs. Wilkinson and Sparling declared their interest in the Transaction and abstained from the vote of the WeCommerce Board thereon. In making its recommendations, the WeCommerce Board and the WeCommerce Special Committee considered a number of factors which are described in this Circular under the headings "The Transaction — Background to the Transaction", "The Transaction — Reasons for the Recommendations", "The Transaction — Description of the Transaction" and "The Transaction — Fairness Opinion".

Q: Has a fairness opinion been provided on the Transaction?

A: Yes, the WeCommerce Special Committee received a Fairness Opinion from Perella Weinberg Partners LP, stating that as of the date of such opinion based upon and subject to certain assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration Shares to be issued in exchange for all of the Tiny Shares and the cancellation of the Cancelled Shares is fair, from a financial point of view, to WeCommerce. The Fairness Opinion can be found in Appendix C to this Circular.

See "The Transaction — Fairness Opinion".

Q: Have any existing WeCommerce Shareholders already agreed to vote in favor of these proposals?

A: Yes, all of the Supporting WeCommerce Shareholders, including disinterested directors and certain executive officers of WeCommerce, along with key shareholders Table Holdings LP ("Table Holdings") and Freemark Partners Holding Company LLC ("Freemark Partners"), have entered into Voting Support Agreements with Tiny pursuant to which each has committed to vote all of its Subject Shares, representing an aggregate of approximately 39.9% of the WeCommerce Shares eligible to be voted on the Transaction Resolution, in favour of the Transaction Resolution.

See "Summary — The Transaction — Voting Support Agreements".

Q: When and where is the Meeting?

A: The Meeting will be held at 10:00 a.m. (Vancouver time), on April 11, 2023 virtually via live audio webcast online using the Summit Virtual meeting platform at https://meetnow.global/MXJSM9C. Online check-in will begin at 9:00 a.m. (Vancouver time), and we encourage you to allow ample time for the online check-in procedures. To participate in the Meeting, Registered WeCommerce Shareholders will need their unique control number located on the form or proxy or voting instruction form, as applicable; duly appointed proxy holders will need the invitation code provided to them by Computershare Investor Services Inc. ("Computershare"). Online access to the Meeting will open approximately 60 minutes prior to the start of the Meeting.

Q: Who can attend and vote at the Meeting?

A: Registered WeCommerce Shareholders as of the close of business on March 3, 2023, the record date of the Meeting (the "Record Date"), and duly appointed proxyholders, are entitled to virtually attend, participate and vote at the Meeting or any postponement or adjournment thereof. Guests are welcome to attend and view the audio webcast by clicking on "Guest" and completing the online form, but will be unable to participate or vote at the Meeting.

Q: How do I attend and participate in the Meeting?

A: WeCommerce is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. The Company is conducting the Meeting via live audio webcast to facilitate broad shareholder participation not limited by geographical location. WeCommerce Shareholders will not be able to attend the Meeting in person. In order to attend, participate or vote at the Meeting, please visit the Meeting online at https://meetnow.global/MXJSM9C.

Registered WeCommerce Shareholders

If you are a Registered WeCommerce Shareholder: go to https://meetnow.global/MXJSM9C prior to the start of the Meeting to login. Click on "Shareholder" and enter your 15-digit control number which can be found on the proxy accompanying the Circular (which can also be found in the email notification you received from Computershare). If, as a Registered WeCommerce Shareholder, you are using your control number to login to the Meeting and you have previously voted, you do not need to vote again when the polls open. By voting at the Meeting, you will revoke your previous voting instructions received prior to the voting deadline.

Duly appointed proxyholders

Computershare will provide the proxyholder with an invitation code. Click on "Invitation Code" and enter the code provided by Computershare. Only Registered WeCommerce Shareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Non-Registered WeCommerce Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest by clicking on "Guest" and completing the online form, but will not be able to participate or vote at the Meeting. WeCommerce Shareholders who wish to appoint a Third Party Proxyholder to represent them at the Meeting, including Non-Registered WeCommerce Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting, MUST submit their duly completed proxy or voting instruction form AND complete the online registration form at http://www.computershare.com/Wecommerce.

See "Appointment of a Third Party as a Proxy".

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

Q: What if I need technical assistance?

A: The virtual meeting platform is fully supported across most commonly used web browsers, however, please note that Internet Explorer is not a supported browser. It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. If you encounter any difficulties accessing the Meeting during the Meeting time, please call the technical support number that is posted on the Meeting log-in page. The operator and virtual meeting coordinator of the Meeting will check the functioning of the Meeting website on the day of the Meeting for any problems. Online check-in begins at 9:00 a.m. (Vancouver time) on April 11, 2023, the date of the Meeting. Please ensure to check-in early so that any technical difficulties may be addressed before the live audio webcast begins.

Q: Why is WeCommerce proposing the Transaction Resolution?

A: In evaluating the Transaction and the Amalgamation Agreement, and in making their recommendations, the WeCommerce Board and the WeCommerce Special Committee gave careful consideration to the terms and conditions of the Transaction, the advice of financial and legal advisors, the Fairness Opinion, and a number of other factors, as applicable.

See "The Transaction — Reasons for the Recommendations".

Q: How many votes do I have?

A: Each WeCommerce Share will entitle the holder of record as of the Record Date to one vote at the Meeting.

Q: What constitutes a quorum?

A: A quorum for the transaction of business at the Meeting is present if WeCommerce Shareholders who, together, hold at least 10% of the votes attaching to the outstanding WeCommerce Shares entitled to vote at the Meeting are present or represented by proxy. In the event that a quorum is not present at the time fixed for holding the Meeting, the Meeting shall stand adjourned to such date and to such time and place as may be determined by the WeCommerce Shareholders present at the Meeting.

Q: What vote is required to approve the Transaction Resolution presented at the Meeting?

A: The vote required to approve the Transaction Resolution at the Meeting is the affirmative vote of a simple majority of the votes cast on the Transaction Resolution by WeCommerce Shareholders, voting together as a single class, present or represented by proxy at the Meeting and entitled to vote at the Meeting, excluding the votes required to be excluded under the minority approval requirements for a "related party transaction" under MI 61-101 and the policies of the TSXV, including the votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Mr. Wilkinson.

See "The Transaction — Required Transaction Shareholder Approval".

Q: What vote is required to approve the Continuance Resolution presented at the Meeting?

A: The votes required to approve the Continuance Resolution are at least two-thirds (662∕3%) of the votes cast on the Continuance Resolution by WeCommerce Shareholders, voting together as a single class, present or represented by proxy at the Meeting and entitled to vote at the Meeting. Mr. Wilkinson and his affiliated entities are permitted to vote on the Continuance Resolution.

Q: How do I vote my WeCommerce Shares?

A: You should carefully read and consider the information contained in this Circular. Registered WeCommerce Shareholders may vote on matters presented at the Meeting in any of the following ways:

• Virtually. You may exercise your right to vote by completing a ballot online during the Meeting. For Registered WeCommerce Shareholders, please log in using the control number located on the proxy card. For duly appointed proxyholders, please log in using the invitation code Computershare provides.

• Via the Internet. You may vote through the internet by going to www.investorvote.com clicking on VOTE PROXY and entering in the 15-digit control number found on the form of proxy.

• By Mail. You may exercise your right to vote by dating, signing and returning the accompanying form of proxy to Computershare. To be valid, completed proxy forms must be dated, completed, signed and deposited with Computershare by mail to: Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Yl.

• By Personal Delivery. You may exercise your right to vote by personally delivering your completed, dated and signed form of proxy to Computershare Investor Services Inc., Attention: Proxy Department, 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.

A WeCommerce Shareholder's proxy or voting instructions must be received by 10:00 a.m. (Vancouver time) on April 6, 2023, or if the Meeting is postponed or adjourned, two Business Days preceding the date of any adjournment or postponement. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadline without notice.

See "General Proxy Information — Voting of Proxies".

WeCommerce Shareholders who wish to appoint a Third Party Proxyholder to attend, participate or vote at the Meeting as their proxy and vote their WeCommerce Shares must follow the steps below:

WeCommerce Shareholders who wish to appoint a Third Party Proxyholder to attend, participate or vote at the Meeting as their proxy and vote their WeCommerce Shares MUST submit their proxy or voting instruction form (as applicable) appointing such Third Party Proxyholder AND register the Third Party Proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving an invitation code to attend, participate or vote at the Meeting.

Step 1 — Submit your proxy or voting instruction form — To appoint a Third Party Proxyholder, insert such person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a Non-Registered WeCommerce Shareholder located in the United States, you must also provide Computershare with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder. See below under this section for additional details.

Step 2 — Register your proxyholder — To register a proxyholder, shareholders MUST complete the online registration form athttp://www.computershare.com/Wecommerce by 10:00 a.m. (Vancouver time) on April 6, 2023. Without completing the online registration form, proxyholders will not be able to attend, participate or vote at the Meeting.

If you are a Non-Registered WeCommerce Shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary. Please also see further instructions under the heading "How to Attend and Participate in the Meeting".

Q: Should I send in my proxy now?

A: Yes. You are encouraged to vote well in advance of the proxy cut-off at 10:00 a.m. (Vancouver time) on April 6, 2023 or in case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays in the Province of British Columbia) prior to the time of the adjourned or postponed Meeting.

Q: If my WeCommerce Shares are held by an Intermediary, will they vote my WeCommerce Shares for me?

A: An Intermediary will vote the WeCommerce Shares held for you only if you provide instructions to such Intermediary on how to vote or which election to make. If you fail to give proper instructions, those WeCommerce Shares will not be voted on your behalf. If you are a Non-Registered WeCommerce Shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as your proxyholder, as described in this Circular. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary.

See "General Proxy Information — Non-Registered WeCommerce Shareholders", "General Proxy Information — Voting at the Meeting — Appointment of a Third Party as a Proxy", and "How to Attend and Participate in the Meeting".

Q: Can I revoke my vote after I have voted by proxy?

A: Yes. A Registered WeCommerce Shareholder who has given a proxy may revoke the proxy at any time prior to use by depositing an instrument in writing, including another completed form of proxy, executed by such Registered WeCommerce Shareholder or by his or her attorney authorized in writing or by electronic signature, or, if the Registered WeCommerce Shareholder is a corporation, by an authorized officer or attorney thereof, or by transmitting by telephone or electronic means, a revocation signed, subject to the BCBCA, by electronic signature: (i) to the registered office of the Company, located at 1800 - 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3, at any time prior to 5:00 p.m. (Vancouver time) on the last Business Day preceding the day of the Meeting (or any adjournment or postponement thereof); or (ii) to Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time prior to 5:00 p.m. (Vancouver time) on the last Business Day preceding the day of the Meeting (or any adjournment or postponement thereof).

See "General Proxy Information — Revocation of Proxies".

Q: Are WeCommerce Shareholders entitled to dissent rights in connection with the Transaction Resolution?

A: No. The Transaction Resolution does not provide for dissent rights for WeCommerce Shareholders.

Q: Are WeCommerce Shareholders entitled to dissent rights in connection with the Continuance Resolution?

A: Yes. Registered WeCommerce Shareholders as at the Record Date may exercise dissent rights from the Continuance Resolution pursuant to and in the manner set forth under the BCBCA. A Registered WeCommerce Shareholder is entitled to dissent and be paid the fair value of such shareholder's WeCommerce Shares if such Registered WeCommerce Shareholder objects to the Continuance Resolution and the Continuance becomes effective. However, a Registered WeCommerce Shareholder is not entitled to dissent with respect to any of such shareholder's WeCommerce Shares in the event of the approval of the Continuance Resolution and the subsequent Continuance, if that Registered WeCommerce Shareholder has voted any such shares beneficially owned by such shareholder in favour of the Continuance Resolution.

If Registered WeCommerce Shareholders holding a material number of WeCommerce Shares exercise dissent rights in respect of the Continuance Resolution, the Company may choose not to proceed with the Continuance notwithstanding that it has been approved by WeCommerce Shareholders. Anyone who is a Non-Registered WeCommerce Shareholder as at the Record Date and who wishes to dissent should be aware that only Registered WeCommerce Shareholders as at the Record Date are entitled to exercise dissent rights. Accordingly, a Non-Registered WeCommerce Shareholder as at the Record Date desiring to exercise dissent rights must make arrangements for the Registered WeCommerce Shareholder as at the Record Date who holds WeCommerce Shares as an Intermediary for the Non-Registered WeCommerce Shareholder, to dissent on behalf of the holder or, alternatively, may make arrangements for the WeCommerce Shares beneficially owned by such holder to be registered in such holder's name prior to the time the written objection to the Continuance Resolution is required to be received by the Company.

To exercise the right of dissent, a Registered WeCommerce Shareholder must give written notice of this dissent to the Company by giving a written objection to the Continuance Resolution to the Company's registered office at least two days prior to the Meeting, and such notice of dissent must strictly comply with the requirements of the BCBCA.

A Registered WeCommerce Shareholder who complies with the dissenting shareholder provisions of the BCBCA is generally entitled to be paid by the Company the fair value of the WeCommerce Shares held by such shareholder in respect of which such shareholder dissents, determined immediately before the passing of the Continuance Resolution and excluding any appreciation or depreciation in anticipation of the Continuance (unless exclusion would be inequitable). If the dissenting Registered WeCommerce Shareholder and the Company are unable to agree on the fair value of the shares, either party may apply to the British Columbia Supreme Court to fix the fair value.

A dissenting Registered WeCommerce Shareholder may only claim with respect to all of the WeCommerce Shares held by such shareholder or on behalf of any one beneficial owner and registered in the name of such dissenting Registered WeCommerce Shareholder.

The complete text of Division 2 of Part 8 – Dissent Proceedings of the BCBCA is attached to this Circular as Appendix E.

Q: When will the Transaction become effective?

A: Subject to obtaining the approvals described above, as well as the satisfaction or waiver of all other conditions precedent set out in the Amalgamation Agreement, it is currently anticipated that the Transaction will be completed in April, 2023.

Q: What will happen to WeCommerce if the Transaction is completed?

A: The purpose of the Transaction is to effect a combination of the businesses of the Company and Tiny through a three cornered amalgamation of Tiny with WeCommerce's wholly owned subsidiary, 1396773 B.C. Ltd. ("Subco"), to form a new company ("Amalco"). If the Transaction Resolution is approved at the Meeting, and all other conditions precedent to the Transaction set out in the Amalgamation Agreement are satisfied or waived, the Amalgamation will be implemented and Amalco will be a wholly owned subsidiary of WeCommerce, and Tiny Shareholders will receive the Consideration Shares in exchange for all of their Tiny Shares and the Cancelled Shares will be cancelled.

Following the completion of the Transaction, WeCommerce and Amalco will proceed with a vertical short form amalgamation under the BCBCA, which is expected to occur on or about the Effective Date (the "Post-Closing Reorganization"). Subject to approval of the Continuance Resolution at the Meeting, the Resulting Issuer is expected to continue into the federal jurisdiction of Canada under the CBCA and the name of the Resulting Issuer is expected to be changed to "Tiny Ltd.". The common shares of the Resulting Issuer (the "Resulting Issuer Shares") are expected to be listed on the TSXV under the trading symbol "TINY".

Q: Are the Tiny Shares listed on a stock exchange or marketplace?

A: No. Tiny is not a reporting issuer under the securities laws of any jurisdiction and none of its securities, including the Tiny Shares and the Tiny RSUs, are listed or posted for trading on any stock exchange.

See "Regulatory Matters — Stock Exchange Matters".

Following closing of the Transaction, the Post-Closing Reorganization and the Continuance, the Resulting Issuer Shares will be listed on the TSXV under the trading symbol "TINY".

Q: Are there risks I should consider in deciding whether to vote for the Transaction?

A: Yes. The Transaction is subject to a number of risks and uncertainties. There can be no certainty that all conditions precedent to the Transaction set out in the Amalgamation Agreement will be satisfied or waived, and, accordingly, the Transaction may not be completed. For example: (i) the Key Regulatory Approvals and/or required consents, authorizations or approvals under the Amalgamation Agreement may not be obtained and, therefore, the Transaction may not be completed; (ii) the Transaction may be terminated in certain circumstances in accordance with the terms of the Amalgamation Agreement; and (iii) if the Transaction is consummated, the difficulties that management of the Resulting Issuer may encounter in the process of integrating the business and operations of WeCommerce and Tiny could have an adverse effect on the revenues, level of expenses and operating results of the Resulting Issuer.

Before deciding whether to vote for or against the Transaction Resolution, you should carefully consider these and other risks as well as the more detailed discussion of risks found at "Risk Factors Relating to the Transaction" and other risk factors and information included in this Circular.

SUMMARY

The following is a summary of the principal features of the Transaction, the Continuance and certain other matters and should be read together with the more detailed information contained elsewhere in the Circular, including the appendices hereto and other documents referred to herein. Capitalized terms that are not otherwise defined herein have the meanings ascribed to such terms in the Glossary of Terms in Appendix A. This summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere herein.

The Meeting and Record Date

The Meeting will be held at 10:00 a.m. (Vancouver time), on April 11, 2023 virtually via live audio webcast online at https://meetnow.global/MXJSM9C. The WeCommerce Board has fixed the close of business on March 3, 2023, as the Record Date for the determination of the WeCommerce Shareholders entitled to receive notice of, and to vote at, the Meeting. Only WeCommerce Shareholders whose names have been entered in the register of WeCommerce Shareholders as of the Record Date will be entitled to receive notice of, and to vote at, the Meeting. The purpose of the Meeting is for WeCommerce Shareholders to consider and vote upon the Transaction Resolution and the Continuance Resolution. To be effective, the Transaction Resolution must receive the Required Transaction Shareholder Approval. To be effective, the Continuance Resolution must receive the Required Continuance Shareholder Approval.

See "The Transaction — Required Transaction Shareholder Approval" and "Continuation Under the Canada Business Corporations Act".

The Transaction

Purpose of the Transaction

The purpose of the Transaction is to effect a combination of the businesses of the Company and Tiny. If the Transaction Resolution is approved at the Meeting, and all other conditions precedent to the Transaction set out in the Amalgamation Agreement are satisfied or waived, the Transaction will be implemented whereby Subco will amalgamate with Tiny under the BCBCA to form Amalco. Pursuant to the Amalgamation Agreement, Tiny Shareholders will receive the Consideration Shares in exchange for all of their Tiny Shares and the Cancelled Shares will be cancelled.

Following the creation of Amalco, WeCommerce and Amalco will proceed with a vertical short form amalgamation under the BCBCA, which is expected to occur on or after the Effective Date (the "Post-Closing Reorganization"). Following the completion of the Transaction and the approval of the Continuance Resolution at the Meeting, the Resulting Issuer is expected to continue into the federal jurisdiction of Canada under the CBCA and the name of the Resulting Issuer is expected to be changed to "Tiny Ltd.". The Resulting Issuer Shares are expected to trade on the TSXV under the trading symbol "TINY".

Background to the Transaction

A summary of the material events leading up to the negotiation of the Amalgamation Agreement and the material meetings, negotiations, and discussions between the Company and Tiny that preceded the execution and public announcement of the Amalgamation Agreement are included in this Circular under the heading "The Transaction — Background to the Transaction".

Fairness Opinion

Perella Weinberg Partners LP (the "Financial Advisor") was engaged to provide the Fairness Opinion with respect to the Transaction.

The summary of the Fairness Opinion in this Circular is qualified in its entirety by, and should be read in conjunction with, the full text of the Fairness Opinion attached to this Circular as Appendix C. The full text of the Fairness Opinion describes, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion. WeCommerce Shareholders are encouraged to read the Fairness Opinion carefully in its entirety.

Based upon and subject to the assumptions, limitations and qualifications set forth in the Fairness Opinion, the Financial Advisor was of the opinion that, as of January 22, 2023, the issuance of the Consideration Shares by WeCommerce in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares (as such terms are defined in the Fairness Opinion) in the Transaction is fair, from a financial point of view, to WeCommerce.

See "The Transaction — Fairness Opinion".

Recommendation of the WeCommerce Special Committee

The WeCommerce Special Committee unanimously determined that the Transaction and the entering into of the Amalgamation Agreement were, and continue to be, in the best interests of WeCommerce and minority WeCommerce Shareholders and recommended to the WeCommerce Board to approve the Transaction and the entering into of the Amalgamation Agreement and to recommend to WeCommerce Shareholders to vote FOR the Transaction Resolution.

See "The Transaction — Recommendation of the WeCommerce Special Committee".

Recommendation of the WeCommerce Board

Upon the recommendation of the WeCommerce Special Committee, the WeCommerce Board determined that the Transaction and the entering into of the Amalgamation Agreement were, and continue to be, in the best interests of WeCommerce and the minority WeCommerce Shareholders and has approved the Transaction and the entering into by WeCommerce of the Amalgamation Agreement. Accordingly, the WeCommerce Board recommends that the WeCommerce Shareholders vote FOR the Transaction Resolution. Messrs. Wilkinson and Sparling declared their interest in the Transaction and abstained from the vote of the WeCommerce Board.

See "The Transaction — Recommendation of the WeCommerce Board".

Reasons for the Recommendations

In evaluating the Transaction and the Amalgamation Agreement, and in making their recommendations, the WeCommerce Board and the WeCommerce Special Committee gave careful consideration to the terms and conditions of the Transaction, the advice of financial and legal advisors, the Fairness Opinion, and a number of other factors, as applicable. The WeCommerce Board and the WeCommerce Special Committee considered a number of factors including, among others, the following:

• Consideration Shares Reflect a Premium to Market Price. The Consideration Shares represent an attributed relative value of $5.12 per WeCommerce Share, representing a fully diluted equity value of approximately $220 million and a fully diluted equity value of approximately $691 million for Tiny, excluding Tiny's existing interest in WeCommerce Shares. The $5.12 value attributed to each WeCommerce Share represents a 161% premium to the last closing price of the WeCommerce Shares and a 158% premium to the 30-day volume-weighted average trading price of WeCommerce Shares, on the TSXV as of January 20, 2023, the last trading day prior to the announcement of the entering into of the Amalgamation Agreement.

• Special Committee Oversight. The terms of the Transaction and the Amalgamation Agreement are the result of an extensive arm's length negotiation process between the WeCommerce Special Committee, comprised solely of independent directors, with input from and consultation with its independent financial and legal advisors, as well as selected input from independent WeCommerce Shareholders, on the one hand, and Tiny and its advisors on the other hand.

• Fairness Opinion. The Financial Advisor provided the Fairness Opinion that, subject to the assumptions, limitations and qualifications set forth therein, as of January 22, 2023, the issuance of the Consideration Shares in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares in the Transaction is fair, from a financial point of view, to WeCommerce.

• Support of Significant Shareholders. WeCommerce's two largest independent shareholders, Table Holdings (Bill Ackman) and Freemark Partners, together with all of the disinterested directors and certain executive officers of WeCommerce, have entered into Voting Support Agreements with Tiny pursuant to which each has agreed to vote their WeCommerce Shares in favour of the Transaction. These Supporting WeCommerce Shareholders represent an aggregate of approximately 39.9% of the WeCommerce Shares as at the Record Date eligible to be voted on the Transaction Resolution.

See "The Transaction — Reasons for the Recommendations" and "Cautionary Statement Regarding Forward-Looking Information".

Description of the Transaction

Amalgamation — Pursuant to the terms of the Amalgamation Agreement, at the Effective Time, the following transactions, among others, will occur and will be deemed to occur sequentially in the following order:

• (a) Subco and Tiny will amalgamate to form Amalco and will continue as one company under the BCBCA in the manner set out in the Amalgamation Agreement and with the effect set out in Section 270 of the BCBCA and on the following terms:

  • (i) Amalco will become capable of immediately exercising the functions of an incorporated company;
  • (ii) the holders of the Amalco Shares will have the powers and the liability provided in the BCBCA;
  • (iii) each holder of Amalco Shares and each Tiny Shareholder is bound by the Amalgamation Agreement;
  • (iv) the property, rights and interests of each of Subco and Tiny will continue to be the property, rights and interests of Amalco;
  • (v) Amalco will continue to be liable for the obligations of each of Tiny and Subco;
  • (vi) an existing cause of action, claim or liability to prosecution against either Tiny or Subco is unaffected;
  • (vii) a legal proceeding being prosecuted or pending by or against Tiny or Subco may be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco;
  • (viii) a conviction against, or a ruling, order or judgment in favour of or against, Tiny or Subco may be enforced by or against the Amalco;
  • (ix) each issued and outstanding share of Subco ("Subco Share") immediately prior to the Effective Time will be cancelled and replaced by one issued and fully paid Amalco Share for each Subco Share held by WeCommerce;
  • (x) WeCommerce will issue to the holders of issued and outstanding Tiny Shares immediately prior to the Effective Time such number of fully paid Consideration Shares as is equal to the number of Tiny Shares so held multiplied by the Exchange Ratio;

• (xi) in accordance with the terms of the Tiny Omnibus Incentive Plan, holders of issued and outstanding Tiny RSUs immediately prior to the Effective Time will receive from WeCommerce such number of restricted share units of WeCommerce ("WeCommerce RSUs") as is equal to the number of Tiny RSUs so held multiplied by the Exchange Ratio;

• (xii) Tiny Shares replaced by issued and fully paid Consideration Shares in accordance with subsection (x) above will be cancelled;

• (xiii) in accordance with the Tiny Omnibus Incentive Plan, Tiny RSUs replaced by WeCommerce RSUs in accordance with subsection (xi) above will be cancelled;

• (xiv) in consideration of the issuance by WeCommerce of the Consideration Shares pursuant to subsection (x) above, Amalco will issue to WeCommerce one fully paid and non-assessable Amalco Share for each Consideration Share issued to former holders of Tiny Shares; and

• (xv) Amalco will add to its capital of its common shares an amount equal to the aggregate "paidup capital" of the shares of Tiny and Subco immediately before the Effective Time for the purposes of the Tax Act; and

• (b) in respect of the issuance of the Consideration Shares pursuant to Section (a)(x) above, WeCommerce will add to its capital of its WeCommerce Shares an amount equal to the amount added to Amalco's capital pursuant to Section (a)(xv) above.

Following the Amalgamation, WeCommerce and Amalco will proceed with the Post-Closing Reorganization. Following the completion of the Transaction and the approval of the Continuance Resolution at the Meeting, the Resulting Issuer is expected to continue into the federal jurisdiction of Canada under the CBCA and the name of the Resulting Issuer is expected to be changed to "Tiny Ltd.". The Resulting Issuer Shares are expected to trade on the TSXV under the trading symbol "TINY".

See "The Transaction — Description of the Transaction" and "Continuation Under the Canada Business Corporations Act".

Required Transaction Shareholder Approval

The Transaction Resolution must receive the Required Transaction Shareholder Approval in order for the Company to implement the Transaction on the Effective Date.

See "The Transaction — Required Transaction Shareholder Approval".

Voting Support Agreements

The Supporting WeCommerce Shareholders entered into the Voting Support Agreements with Tiny pursuant to which, among other things, and subject to certain terms, conditions and exceptions, the Supporting WeCommerce Shareholders agreed to vote the Subject Shares (to the extent such securities carry the right to vote) FOR the Transaction Resolution.

The Supporting WeCommerce Shareholders, collectively as of the Record Date, beneficially own, or exercise control or direction over, directly or indirectly, Subject Shares representing approximately 39.9% of the WeCommerce Shares eligible to be voted on the Transaction Resolution, in favour of the Transaction.

The Voting Support Agreements will generally terminate and be of no further force or effect upon the earliest to occur of: (a) the mutual agreement in writing of the Supporting WeCommerce Shareholder and Tiny; (b) the Termination of the Amalgamation Agreement in accordance with its terms; and (c) the closing of the Transaction.

See "The Transaction — Voting Support Agreements".

Expenses of the Transaction

Except as otherwise provided in the Amalgamation Agreement, all out-of-pocket third party transaction expenses incurred in connection with the Amalgamation Agreement and the transactions contemplated thereunder, will be paid by the party incurring such expenses, whether or not the Transaction is consummated.

See "The Transaction — Expenses of the Transaction".

Unaudited Pro Forma Combined Financial Statements

The unaudited pro forma combined financial statements of the Resulting Issuer, can be found in Appendix I.

See "Unaudited Pro Forma Combined Financial Statements".

Application of TSXV Policy 5.9 and MI 61-101

WeCommerce is a reporting issuer (or its equivalent) in all of the provinces of Canada and the WeCommerce Shares are listed on the TSXV. Accordingly, WeCommerce is subject to the applicable Securities Laws of such provinces and regulatory bodies, including MI 61-101 which has been adopted in Ontario and certain other provinces of Canada. WeCommerce is also subject to TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions ("TSXV Policy 5.9") which incorporates the requirements of MI 61-101. MI 61-101 regulates transactions which raise the potential for conflicts of interest, including issuer bids, insider bids, related party transactions and business combinations, to ensure the protection and fair treatment of all securityholders. MI 61-101 generally requires enhanced disclosure, approval by a majority of the minority securityholders excluding interested parties, related parties of interested parties and their joint actors and, in certain circumstances, independent valuations.

Under MI 61-101, a "related party" includes a control person of the entity, directors, executive officers and shareholders holding over 10% of the voting rights attached to the voting securities of the issuer. Andrew Wilkinson is a significant shareholder of WeCommerce and Andrew Wilkinson and Chris Sparling are directors and co-CEOs of WeCommerce, and together own approximately 98% of the Tiny Shares prior to the Transaction. Mr. Sparling does not own or exercise control or direction over, directly or indirectly, any WeCommerce Shares. Mr. Wilkinson owns or exercises control or direction over, directly or indirectly, approximately 27.9% of the WeCommerce Shares (on an undiluted basis). As a result, Mr. Wilkinson, Mr. Sparling and their affiliated entities are "related parties" of the Company for the purposes of MI 61-101 and TSXV Policy 5.9.

The Transaction is considered a "related party transaction" for the purposes of MI 61-101 because the Company will issue WeCommerce Shares to certain "related parties" pursuant to the Transaction.

As the Transaction is a "related party transaction" under MI 61-101, the minority shareholder approval requirements of MI 61-101 and TSXV Policy 5.9 apply, excluding the votes required to be excluded under MI 61-101, including the votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Mr. Wilkinson.

See "Securities Law Matters — Application of TSXV Policy 5.9 and MI 61-101" and "The Transaction — Interests of Certain Persons in the Transaction".

Risk Factors Relating to the Transaction

WeCommerce Shareholders should carefully consider the following risk factors relating to the Transaction before deciding to vote or instructing their vote to be cast to approve the matters relating to the Transaction.

Some of these risks include, but are not limited to the following: the risk that not all the conditions precedent to the closing of the Transaction set out in the Amalgamation Agreement will be satisfied; the risk that Key Regulatory Approvals and/or required consents, approvals or authorizations may not be obtained or, if obtained, may not be obtained on a favorable basis; the risk that if the Transaction Resolution is not approved by the WeCommerce Shareholders, or the Transaction is otherwise not completed, then the market price for the WeCommerce Shares may decline; the risk the Amalgamation Agreement may be terminated by WeCommerce or Tiny in certain circumstances; the risk that uncertainty surrounding the Transaction could negatively impact the current and future operations of WeCommerce, financial condition and prospects; the risk that restrictions during the period pending completion of the Transaction could prevent WeCommerce from pursuing business opportunities which may have an adverse effect on WeCommerce; the risk that another attractive take-over, merger or business combination may not be available if the Transaction is not completed; the risks associated with acquisitions generally, including the risk that there could be unknown or undisclosed risks or liabilities of Tiny for which WeCommerce is not sufficiently indemnified pursuant to the provisions of the Amalgamation Agreement; the risk that WeCommerce will incur costs even if the Transaction is not completed; the risk that the pending Transaction may divert the attention of the management of WeCommerce, the risk that WeCommerce and Tiny may not integrate successfully; and the risk that it may be challenging for the Resulting Issuer to service any additional indebtedness incurred.

In addition to the risk factors relating to the Transaction as set out in "Risk Factors Relating to the Transaction", there are also significant risks associated with Tiny's business and the business of the Resulting Issuer. WeCommerce Shareholders are strongly encouraged to carefully consider the risks discussed in the sections titled "Information Concerning the Resulting Issuer Following the Transaction — Risks Related to the Operations of Tiny and the Resulting Issuer" in Appendix H and "Information Concerning Tiny Prior to the Transaction — Risk Factors" in Appendix G. In addition, WeCommerce Shareholders should also carefully consider the risk factors applicable to the Company, which have been disclosed in the annual financial statements and management's discussion and analysis of WeCommerce and filed with Canadian securities regulators on SEDAR.

Additional risks and uncertainties, including those currently unknown or considered immaterial by Tiny or WeCommerce, may also adversely affect the business of the Resulting Issuer following completion of the Transaction. These risks could have a material adverse effect on, among other things, the operating results, earnings, properties, business and condition (financial or otherwise) of the Resulting Issuer.

See "Cautionary Statement Regarding Forward-Looking Information", "Risk Factors Relating to the Transaction", "Information Concerning the Resulting Issuer Following the Transaction — Risks Related to the Operations of Tiny and the Resulting Issuer" in Appendix H and "Information Concerning Tiny Prior to the Transaction – Risk Factors" in Appendix G*.*

Continuation Under the Canada Business Corporations Act

WeCommerce Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, a special resolution authorizing WeCommerce to apply to continue its corporate existence from the BCBCA to the federal jurisdiction of Canada under the CBCA (the "Continuance").

The Continuance will affect certain of the rights of WeCommerce Shareholders as they currently exist under the BCBCA.

The CBCA permits companies incorporated in the provinces of Canada to be continued into the federal jurisdiction of Canada. On Continuance, the BCBCA will cease to apply to the Resulting Issuer and the Resulting Issuer will thereupon become subject to the CBCA, as if it had originally incorporated under the jurisdiction of the federal laws of Canada. The Continuance will not create a new legal entity, affect the continuity of the Resulting Issuer, result in a change of its business, or affect the share capital of the Resulting Issuer. The Continuance will not affect the Resulting Issuer's status as a listed company on the TSXV or a reporting issuer under applicable securities legislation.

To be effective, the Continuance Resolution must receive the Required Continuance Shareholder Approval. Mr. Wilkinson and his affiliated entities are permitted to vote on the Continuance Resolution.

See "Continuation Under the Canada Business Corporations Act – Required Continuance Shareholder Approval".

Information Concerning the Resulting Issuer Following Completion of the Transaction

For information concerning the Resulting Issuer following the completion of the Transaction, please see Appendix H.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Circular contains "forward-looking statements" and "forward-looking information" within the meaning of Securities Laws (forward-looking statements and forward-looking information being collectively referred to as "forward-looking information") that are based on assumptions, expectations, estimates and projections as at the date of this Circular. This forward-looking information includes, but is not limited to, statements and information concerning: the Transaction; the anticipated timing for completion of the Transaction; the anticipated benefits of the Transaction; the likelihood of the Transaction being completed; the principal steps of the Transaction; certain statements made in, and based upon, the Fairness Opinion; statements relating to the business and future activities of the Company, Tiny, Subco, Amalco and the Resulting Issuer after the date of this Circular; WeCommerce Shareholder approval of the Transaction and the Continuance; the pro forma ownership of the Resulting Issuer following the Transaction; the anticipated treatment of the Tiny RSUs; the Company and Tiny obtaining and/or satisfying customary approvals and conditions, including without limitation, the Key Regulatory Approvals, regulatory and third party approvals; the Post-Closing Reorganization; and other statements that are not historical facts. To the extent any forward-looking information constitutes future-oriented financial information or financial outlook, as those terms are defined under applicable Securities Laws, such statements are being provided to describe the current anticipated effect of the Transaction, and readers are cautioned that these statements may not be appropriate for any other purpose, including investment decisions.

Any statements about possible events, conditions or financial performance that are based on predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes", "intends" or "proposes" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking information. This forward-looking information is based on the beliefs of the Company's management, as well as on assumptions and other factors, which management believes to be reasonable based on information available at the time such information was given. Such assumptions include, among other things, the satisfaction or waiver of the terms and conditions of the Amalgamation Agreement, including receipt of the Key Regulatory Approvals, approval of the Transaction and the Continuance by WeCommerce Shareholders and any other required third party consents or approvals.

By its nature, forward-looking information, including future-oriented financial information or financial outlook, is based on assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information, including, without limitation: the Amalgamation Agreement may be terminated in certain circumstances; the conditions to the completion of the Transaction as set out in the Amalgamation Agreement may not be satisfied; the Required Transaction Shareholder Approval may not be obtained; the Required Continuance Shareholder Approval may not be obtained; the Key Regulatory Approvals and/or third party consents or approvals may not be obtained; the potential impact of the consummation of the Transaction on relationships, including with regulatory bodies, stock exchanges, lenders, service providers, employees and competitors; credit, liquidity and additional financing risks; potential conflicts of interest; general economic conditions; industry conditions; currency fluctuations; competition from other industry participants; and stock market volatility. This list is not exhaustive of the factors that may affect any of the forwardlooking information contained herein.

Forward-looking information is information about the future and is inherently uncertain. There can be no assurance that the forward-looking information will prove to be accurate. Actual results could differ materially from those reflected in the forward-looking information as a result of, among other things, the matters set out in this Circular generally and economic and business factors, some of which may be beyond the control of the Company. Some of the more important risks and uncertainties that could affect forward-looking information are described further under the heading "Risk Factors Relating to the Transaction".

Additional risks are discussed in the WeCommerce management discussion and analysis and annual financial statements filed with Canadian securities regulators, copies of which are available under the Company's profile on SEDAR at www.sedar.com. The Company expressly disclaims any intention or obligation to update or revise any information contained in this Circular (including forward-looking information) except as required by applicable Laws, and WeCommerce Shareholders should not assume that any lack of update to information contained in this Circular means that there has been no change in that information since the date of this Circular and should not place undue reliance on forward-looking information.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management and the directors of the Company for use at the Meeting of the WeCommerce Shareholders to be held at 10:00 a.m. (Vancouver time), on April 11, 2023 virtually via live audio webcast online at https://meetnow.global/MXJSM9C and at all adjournments or postponements thereof for the purposes set forth in the accompanying Notice of Meeting. The solicitation of proxies will be made primarily by mail and electronic delivery and may be supplemented by telephone or other personal contact by the directors, officers and employees of the Company. Directors, officers, and employees of the Company will not receive any extra compensation for such activities. The Company may pay brokers or other persons holding WeCommerce Shares in their own names, or in the names of nominees, for their reasonable expenses for sending forms of proxy and this Circular to beneficial owners of WeCommerce Shares and obtaining proxies therefrom. The cost of any such solicitation will be borne by the Company.

The Company is not using "notice and access" to send its proxy related materials to WeCommerce Shareholders, and copies of such materials will be sent to all WeCommerce Shareholders. The Company intends to pay for an Intermediary to deliver to objecting Non-Registered WeCommerce Shareholders the proxy-related materials and Form 54-101F7 — Request for Voting Instructions Made by Intermediary of NI 54-101.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

Appointment of Proxies

The information in this section applies to WeCommerce Shareholders who hold their own WeCommerce Shares in their own name and have a share certificate or direct registration system (DRS) statement (a "Registered WeCommerce Shareholder"). As a Registered WeCommerce Shareholder, you are identified on the share register maintained by the Company's registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"), as being a WeCommerce Shareholder.

Enclosed herewith is a form of proxy for use at the Meeting. The persons named in the form of proxy are directors and/or officers of the Company. Each Registered WeCommerce Shareholder submitting a proxy has the right to appoint a person other than the management nominees identified on the form of proxy, who need not be a WeCommerce Shareholder, to represent him, her or it at the Meeting and may do so by inserting such person's name in the blank space provided in the form of proxy and following the instructions for submitting such form of proxy in accordance with the instructionsin Voting of Proxies below. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your WeCommerce Shares, including if you are a Non-Registered WeCommerce Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Please see Appointment of a Third Party as a Proxy below.

Revocation of Proxies

A Registered WeCommerce Shareholder who has given a proxy may revoke the proxy at any time prior to use by depositing an instrument in writing, including another completed form of proxy, executed by such Registered WeCommerce Shareholder or by his or her attorney authorized in writing or by electronic signature, or, if the Registered WeCommerce Shareholder is a corporation, by an authorized officer or attorney thereof, or by transmitting by telephone or electronic means, a revocation signed, subject to the BCBCA, by electronic signature: (i) to the registered office of the Company, located at 1800 - 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3, at any time prior to 5:00 p.m. (Vancouver time) on the last Business Day preceding the day of the Meeting (or any adjournment or postponement thereof); or (ii) to Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time prior to 5:00 p.m. (Vancouver time) on the last Business Day preceding the day of the Meeting (or any adjournment or postponement thereof).

Non-Registered WeCommerce Shareholders

The information set forth in this section is of significant importance to many WeCommerce Shareholders, as a substantial number of WeCommerce Shareholders do not hold WeCommerce Shares in their own name. WeCommerce Shareholders who do not hold their WeCommerce Shares in their own name (referred to in this Circular as "Non-Registered WeCommerce Shareholders") should note that only proxies deposited by Registered WeCommerce Shareholders can be recognized and acted upon at the Meeting. If WeCommerce Shares are listed in an account statement provided to a WeCommerce Shareholder by a broker, then in almost all cases those WeCommerce Shares will not be registered in the WeCommerce Shareholder's name on the records of the Company. Such WeCommerce Shares will more likely be registered under the names of the WeCommerce Shareholder's broker or an agent of that broker (an "Intermediary"). In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). WeCommerce Shares held by Intermediaries or their agents or nominees can only be voted upon the instructions of the Non-Registered WeCommerce Shareholder. Without specific instructions, Intermediaries and their agents and nominees are prohibited from voting WeCommerce Shares for the Intermediary's clients. Therefore, Non-Registered WeCommerce Shareholders should contact their broker or other Intermediary as soon as practicable to ensure that instructions respecting the voting of their WeCommerce Shares are communicated to the appropriate person.

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting Materials to CDS & Co. and Intermediaries for onward distribution to Non-Registered WeCommerce Shareholders.

Non-Registered WeCommerce Shareholders fall into two categories — those who object to their identity being known to the issuers of the securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of WeCommerce Shares would have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the WeCommerce Shares on your behalf.

The Company's OBOs can expect to be contacted by their Intermediary. The Company intends to pay for Intermediaries to deliver the Meeting Materials to OBOs.

Applicable regulatory policy requires Intermediaries/brokers to seek voting instructions from Non-Registered WeCommerce Shareholders in advance of shareholders' meetings. Every Intermediary or broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered WeCommerce Shareholders in order to ensure that their WeCommerce Shares are voted at the Meeting. Often, the form of proxy supplied to a Non-Registered WeCommerce Shareholders by its broker is identical to the form of proxy provided to Registered WeCommerce Shareholders; however, its purpose is limited to instructing the Registered WeCommerce Shareholder how to vote on behalf of the Non-Registered WeCommerce Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Services, Inc. ("Broadridge"). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non-Registered WeCommerce Shareholder is requested to complete and return the voting instruction form to them by mail or facsimile. Alternatively, the Non-Registered WeCommerce Shareholder can call 1-866-732-8683 (toll-free within North America) or visit www.proxyvote.com to vote the WeCommerce Shares held by the Non-Registered WeCommerce Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of WeCommerce Shares to be represented at the Meeting. A Non-Registered WeCommerce Shareholder receiving a voting instruction form cannot use that voting instruction form to vote WeCommerce Shares directly at the Meeting as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the WeCommerce Shares voted. If Non-Registered WeCommerce Shareholders have any questions respecting the voting of WeCommerce Shares held through a broker or other Intermediary, please contact that broker or other Intermediary for assistance.

Although a Non-Registered WeCommerce Shareholder may not be recognized directly at the Meeting for the purposes of voting WeCommerce Shares registered in the name of his, her or its broker (or agent of the broker), a Non-Registered WeCommerce Shareholder may attend at the Meeting as proxyholder for a Registered WeCommerce Shareholder and vote the WeCommerce Shares in that capacity. Non-Registered WeCommerce Shareholders who wish to attend at the Meeting and indirectly vote their WeCommerce Shares as proxyholder for a Registered WeCommerce Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Voting of Proxies

If you are a Registered WeCommerce Shareholder and are unable to virtually attend the Meeting, please exercise your right to vote by dating, signing and returning the accompanying form of proxy to Computershare, the transfer agent of the Company. To be valid, completed proxy forms must be dated, completed, signed and deposited with Computershare by mail to: Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. You may also vote by telephone by calling 1-866-732-8683 (toll free within North America) through the internet by going to www.proxyvote.com. Your proxy or voting instructions must be received in each case no later than 10:00 a.m. (Vancouver time) on April 6, 2023 or two Business Days preceding the date of any adjournment or postponement. If you are unable to attend the Meeting, we encourage you to complete the enclosed form of proxy as soon as possible. If a WeCommerce Shareholder received more than one form of proxy because such holder owns WeCommerce Shares registered in different names or addresses, each form of proxy should be completed and returned. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadline without notice.

All WeCommerce Shares represented at the Meeting by properly executed proxies will be voted on any matter that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the accompanying form of proxy, the WeCommerce Shares represented by the proxy will be voted or withheld from voting in accordance with such instructions. In the absence of any such instructions, the persons whose names appear on the printed form of proxy will vote in favour of all the matters set out thereon.

The enclosed form of proxy confers discretionary authority upon the persons named therein. If any other business or amendments or variations to matters identified in the Notice of Meeting properly comes before the Meeting, then discretionary authority is conferred upon the person appointed in the proxy to vote in the manner they see fit, in accordance with their best judgment.

At the time of the printing of this Circular, the management of the Company knew of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

Voting at the Meeting

Registered WeCommerce Shareholders may vote at the Meeting by completing a ballot online during the Meeting, as further described below.

See "How to Attend and Participate in the Meeting".

Non-Registered WeCommerce Shareholders who have not duly appointed themselves as proxyholder will not be able to attend, participate or vote at the Meeting. This is because the Company and Computershare do not have a record of the Non-Registered WeCommerce Shareholders, and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a Non-Registered WeCommerce Shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the voting instruction form sent to you and you must follow all of the applicable instructions provided by your Intermediary.

See "Appointment of a Third Party as a Proxy" and "How to Attend and Participate in the Meeting".

Appointment of a Third Party as a Proxy

The following applies to WeCommerce Shareholders who wish to appoint a person (a "Third Party Proxyholder") other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including Non-Registered WeCommerce Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

WeCommerce Shareholders who wish to appoint a Third Party Proxyholder to attend, participate or vote at the Meeting as their proxy and vote their WeCommerce Shares MUST submit their proxy or voting instruction form (as applicable) appointing such Third Party Proxyholder AND register the Third Party Proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to attend, participate or vote at the Meeting.

Step 1 — Submit your proxy or voting instruction form — To appoint a Third Party Proxyholder, insert such person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a Non-Registered WeCommerce Shareholder located in the United States, you must also provide Computershare with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder. See below under this section for additional details.

Step 2 — Register your proxyholder — To register a proxyholder, shareholders MUST complete the online registration form athttp://www.computershare.com/Wecommerce by 10:00 a.m. (Vancouver time) on April 6, 2023. Without completing the online registration form, proxyholders will not be able to attend, participate or vote at the Meeting.

If you are a Non-Registered WeCommerce Shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary. Please also see further instructions below under the heading "How to Attend and Participate in the Meeting".

Legal Proxy — Beneficial Shareholders

If you are a Non-Registered WeCommerce Shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above and below under "How to Attend and Participate in the Meeting", you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the legal proxy form and the voting information form sent to you, or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to Computershare. Requests for registration from Non-Registered WeCommerce Shareholders located in the United States should be labelled as "Legal Proxy" and sent by mail to Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Yl or by email to USLegalProxy@computershare.com by 10:00 a.m. (Vancouver time) on April 6, 2023. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

How to Attend and Participate in the Meeting

The Company is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. WeCommerce Shareholders will not be able to attend the Meeting in person. In order to attend, participate or vote at the Meeting, please visit https://meetnow.global/MXJSM9C. Guests are welcome to attend and view the webcast by clicking on "Guest" and completing the online form, but will be unable to participate or vote at the Meeting.

Registered WeCommerce Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://meetnow.global/MXJSM9C.

Registered WeCommerce Shareholders: The 15-digit control number can be found on the proxy accompanying the Circular (which can also be found in the email notification you received from Computershare). If as a Registered WeCommerce Shareholder you are using your control number to login to the Meeting and you have previously voted, you do not need to vote again when the polls open. By voting at the meeting, you will revoke your previous voting instructions received prior to the voting deadline.

Duly appointed proxyholders: Computershare will provide the proxyholder with an invitation code. Only Registered WeCommerce Shareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Non-Registered WeCommerce Shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as a guest by clicking on "Guest" and completing the online form, but will not be able to participate or vote at the Meeting.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. The virtual meeting platform is fully supported across most commonly used web browsers; however, please note that Internet Explorer is not a supported browser. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

Quorum

A quorum for the transaction of business at the Meeting is present if one or more WeCommerce Shareholders who, together, hold at least 10% of the votes attaching to the outstanding WeCommerce Shares entitled to vote at the Meeting are present or represented by proxy. In the event that a quorum is not present at the time fixed for holding the Meeting, the Meeting shall stand adjourned to such date and to such time and place as may be determined by the WeCommerce Shareholders present at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Record Date for the determination of the WeCommerce Shareholders entitled to receive the Notice of Meeting has been fixed at the close of business on March 3, 2023. WeCommerce Shareholders of record on the Record Date will be entitled to vote at the Meeting and at all adjournments or postponements thereof. Each WeCommerce Share will entitle the holder of record thereof to one vote at the Meeting.

As of the Record Date, there were 41,869,680 WeCommerce Shares outstanding. Each WeCommerce Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting.

To the knowledge of the directors and executive officers of the Company, and based on public information, as of the Record Date, no person, firm or company beneficially owns, controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to all issued and outstanding WeCommerce Shares other than as set out below:

Name of Shareholder	Number of Securities ofWeCommerce Owned, or overwhich Control or Direction isExercised, Directly or Indirectly	Percentage of WeCommerce SharesOwned, or over which Control orDirection is Exercised, Directly orIndirectly
Andrew Wilkinson(1)	11,681,178 WeCommerce Shares(1)	27.9%
	307,223 Options(2)
Table Holdings LP	6,382,976 WeCommerce Shares	15.2%
Freemark Partners HoldingCompany LLCNotes:	4,340,654 WeCommerce Shares(3)	10.4%

(1) Mr. Wilkinson controls Tiny Holdings Ltd. which holds 11,147,502 WeCommerce Shares and Wilkinson Ventures Ltd. which holds 533,676 WeCommerce Shares.

(2) Mr. Wilkinson controls Tiny Capital Ltd. which holds 307,223 WeCommerce Options.

(3) Of the 4,340,654 WeCommerce Shares, 185,708 WeCommerce Shares are held by Freemark Holdings LP.

Andrew Wilkinson and his affiliated entities will not be eligible to vote on the Transaction Resolution. See "Securities Law Matters — Application of TSXV Policy 5.9 and MI 61-101".

Except as disclosed herein, none of the Company's directors or officers and, to the knowledge of such directors and officers after reasonable enquiry, no associate or affiliate of an insider of the Company, associate or affiliate of the Company, insider of the Company (other than one of the Company's directors or officers), or person or company acting jointly or in concert with the Company beneficially owns, or exercises control or direction over any of the Company's securities.

THE TRANSACTION

At the Meeting, WeCommerce Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Transaction Resolution to approve, inter alia, the Transaction.

See "The Transaction — Required Transaction Shareholder Approval". A copy of the Transaction Resolution is set out in Appendix B.

To be effective, the Transaction Resolution must receive the Required Transaction Shareholder Approval.

WECOMMERCE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE TRANSACTION RESOLUTION IN THE ABSENCE OF DIRECTIONS TO THE CONTRARY FROM THE WECOMMERCE SHAREHOLDER APPOINTING THEM.

If the Transaction is approved at the Meeting and the applicable conditions as set out in the Amalgamation Agreement to the completion of the Transaction are satisfied or waived, the Transaction will be implemented whereby Subco and Tiny will amalgamate under the BCBCA to form Amalco. Amalco is expected to be named "Tiny Amalgamation Holdings Corp." or such other name as may be agreed to between Tiny and WeCommerce. Following the closing of the Transaction, it is expected that WeCommerce and Amalco will be amalgamated pursuant to Section 273 of the BCBCA and the name of the company is expected to be changed to "Tiny Ltd." (the "Resulting Issuer").

Background to the Transaction

The provisions of the Amalgamation Agreement are the result of arm's length negotiations between the WeCommerce Special Committee (on behalf of WeCommerce) and Tiny and their respective advisors (including the independent legal and financial advisors to the WeCommerce Special Committee). The following is a summary of the material events, meetings, negotiations and discussions between WeCommerce and Tiny that preceded the execution, on January 22, 2023, and public announcement, on the morning of January 23, 2023, of the Amalgamation Agreement.

In December of 2020, WeCommerce went public via a reverse takeover of a capital pool company listed on the TSXV. Prior to that time, WeCommerce was one of the holdings of Tiny. Tiny is a private holding company which owns subsidiaries engaged in diverse businesses. Its investments are primarily internet and technology focused, but it also owns businesses in other industries. At the time WeCommerce went public, Tiny was controlled by Andrew Wilkinson and Chris Sparling. Following WeCommerce going public, Mr. Wilkinson and Mr. Sparling continued as directors of WeCommerce. Mr. Sparling also acted as Chief Executive Officer of WeCommerce until December of 2021.

On November 2, 2022, the current independent directors of the WeCommerce Board, being Tim McElvaine, Carla Matheson and Shane Parrish, received a proposal in the form of a written non-binding letter of intent from Tiny for the exchange of all of the issued and outstanding Tiny Shares for WeCommerce Shares (the "First Proposal", and together with subsequent revised proposals from Tiny, the Transaction (as defined in this Circular)). At the time, Tiny continued to be controlled by Andrew Wilkinson and Chris Sparling, who also continued to be directors of WeCommerce. Mr. Wilkinson also exercised control and direction over approximately 27.9% of the issued and outstanding WeCommerce Shares (on an undiluted basis).

On November 4, 2022, Mr. McElvaine, Ms. Matheson and Mr. Parrish met as independent directors to discuss the First Proposal. Over the course of November 4, 2022 and November 6, 2022, Mr. McElvaine also met with Mr. Sparling to discuss the First Proposal.

On November 7, 2022, the WeCommerce Board established the WeCommerce Special Committee comprised of three independent directors: Mr. McElvaine (Chair), Ms. Matheson and Mr. Parrish. The WeCommerce Board also established the mandate for the WeCommerce Special Committee, being, among other things:

• to review, direct and supervise the process to be carried out by WeCommerce and its professional advisors in assessing the Transaction and any other potential transactions (collectively, the "Prospective Transactions");
• to review, evaluate and consider the proposed structure and terms and conditions of the Prospective Transactions, and to supervise the preparation of any legal agreements or other documents and the provision of confidential information to third parties under appropriate confidentiality agreements;
• to supervise the conduct of, and, if necessary or appropriate, to conduct and oversee any negotiations or discussions on behalf of, WeCommerce with respect to the Prospective Transactions;
• to supervise the preparation of any fairness opinion and review with the financial advisor the key factors, methodologies and assumptions used in preparing such opinion; and
• to consider and make recommendations to the WeCommerce Board with respect to the Prospective Transactions (including maintaining the status quo).

The WeCommerce Special Committee was also authorized to engage its own independent advisors.

On November 7, 2022, the WeCommerce Special Committee appointed Osler, Hoskin & Harcourt LLP ("Osler") as its independent legal counsel.

On November 7, 2022, the WeCommerce Special Committee received an amended letter of intent from Tiny (the "Second Proposal").

The next day, on November 8, 2022, the WeCommerce Special Committee convened to receive the advice of Osler regarding, among other things, the role of the WeCommerce Special Committee, to review the independence of each of the members of the WeCommerce Special Committee, to consider the Second Proposal, and to consider prospective financial advisors. The WeCommerce Special Committee determined to enter into a non-disclosure agreement with Tiny to facilitate mutual due diligence of Tiny and WeCommerce and to undertake further negotiations. WeCommerce and Tiny entered into a non-disclosure agreement on November 9, 2022.

Between November 8 and 11, 2022, members of the WeCommerce Special Committee engaged in multiple discussions with prospective financial advisors to the WeCommerce Special Committee. The WeCommerce Special Committee then convened on November 11, 2022 to discuss the results of its discussions with prospective financial advisors and to also discuss the Second Proposal. The WeCommerce Special Committee determined to undertake further discussions with certain of the prospective financial advisors to evaluate their qualifications to act as independent financial advisor to the WeCommerce Special Committee.

On November 15, 2022, the WeCommerce Special Committee convened to consider which prospective financial advisor to retain. In light of its independence, mergers and acquisitions experience and industry expertise, the WeCommerce Special Committee determined that it would retain the Financial Advisor, Perella Weinberg Partners LP, as independent financial advisor to the WeCommerce Special Committee, subject to the negotiation of satisfactory terms of engagement. On November 29, 2022, the WeCommerce Special Committee and the Financial Advisor executed a formal engagement letter. The Financial Advisor's engagement included assisting the WeCommerce Special Committee in evaluating financial aspects of the Transaction, assisting the WeCommerce Special Committee in negotiating the financial terms of the Transaction, and, if appropriate, the preparation of an opinion to the WeCommerce Special Committee as to the fairness to WeCommerce, from a financial point of view, of the Transaction.

Commencing on November 18, 2022 and continuing to January 22, 2023, in connection with the Financial Advisor's analysis of the Transaction, the Financial Advisor reviewed information from WeCommerce and Tiny concerning their respective financials, operations, business plans, financial projections and corporate strategies. In connection with this review, the Financial Advisor performed financial analyses of the short-term and the medium-term financial projections for WeCommerce and Tiny prepared by WeCommerce's and Tiny's management, respectively, including key drivers and assumptions. The Financial Advisor also held multiple meetings and had multiple exchanges with WeCommerce's management, and separately with Tiny's management.

On November 25, 2022, the WeCommerce Special Committee convened and received an update from the Financial Advisor regarding information received to date on Tiny's business and an overview of the steps and documentation required in order for the Financial Advisor to undertake its analysis of the Transaction. The WeCommerce Special Committee then convened again on November 25, 2022, to discuss additional financial information and forecasts required from Tiny to progress the WeCommerce Special Committee's and the Financial Advisor's analysis of the Transaction.

On November 30, 2022, the WeCommerce Special Committee convened and received an update from the Financial Advisor regarding information received to date on Tiny's business and the necessary financial information and forecasts required from Tiny in order for the Financial Advisor to assess the value of Tiny for the Transaction. The WeCommerce Special Committee then determined to request the necessary financial information and forecasts from Tiny in order to advance the assessment of the WeCommerce Shares that may be issued to Tiny under the Transaction. Following the meeting, the Financial Advisor undertook further discussions with, and obtained additional information from, Tiny's management.

On December 7, 2022, the WeCommerce Special Committee convened and received an update from the Financial Advisor regarding the Financial Advisor's review of the financial information and forecasts of WeCommerce and Tiny, including certain subsidiaries of Tiny. The WeCommerce Special Committee also reviewed with the Financial Advisor the operating metrics of selected public companies comparable with WeCommerce and Tiny, including data on public market capitalization, certain operating metrics, certain valuation metrics and certain capital structure metrics. Following the meeting, the Financial Advisor had further discussions with, and obtained additional information from, Tiny's management and WeCommerce's management.

On December 14 and 21, 2022, the WeCommerce Special Committee convened and reviewed with the Financial Advisor several illustrative analytical analyses on Tiny and WeCommerce, including an evaluation of the base case forecasts provided by Tiny and WeCommerce and certain upside and downside variations requested by WeCommerce's Special Committee to such base cases.

On December 22, 2022, the WeCommerce Special Committee received a revised proposal from Tiny amending the terms of Second Proposal (the "Third Proposal"). Based upon earlier discussions with the WeCommerce Special Committee, Mr. McElvaine subsequently relayed to Tiny that the financial terms of the Third Proposal were insufficient.

On December 23, 2022, the WeCommerce Special Committee received a further revised proposal from Tiny amending the terms of the Third Proposal (the "Fourth Proposal").

On December 28, 2022, the WeCommerce Special Committee convened and reviewed with the Financial Advisor the terms of the Fourth Proposal and illustrative ownership by WeCommerce in the Transaction. After a lengthy discussion, the WeCommerce Special Committee determined it would be appropriate to engage in further negotiations with Tiny to increase the equity ownership for WeCommerce in the Transaction. The WeCommerce Special Committee determined that it would be appropriate to involve Bill Ackman, WeCommerce's largest independent shareholder (via Mr. Ackman's interest in Table Holdings) in discussions regarding the Transaction, as Tiny indicated the Transaction would be conditional upon Table Holdings and certain other WeCommerce shareholders entering into a Voting Support Agreement with Tiny.

On January 4, 2023, the WeCommerce Special Committee met with the Financial Advisor to further discuss involving Mr. Ackman in negotiations with Tiny. At the direction of the WeCommerce Special Committee, the Financial Advisor prepared selected analyses of the Transaction that could be provided to Mr. Ackman with respect to the terms of the First Proposal, Second Proposal, Third Proposal and Fourth Proposal. Later in the day on January 4, 2023, the WeCommerce Special Committee convened and further discussed with the Financial Advisor the materials to be provided to Mr. Ackman.

Between January 4 and 6, 2023, at the direction of the WeCommerce Special Committee, members of the WeCommerce Special Committee, the Financial Advisor and Mr. Ackman discussed potential terms for the Transaction.

On January 13, 2023, the WeCommerce Special Committee convened with the Financial Advisor to discuss the status of negotiations with Tiny and Mr. Ackman's involvement. The WeCommerce Special Committee also discussed not proceeding with the Transaction and maintaining the status quo. The WeCommerce Special Committee determined to engage in further discussions with Tiny with respect to increasing the equity ownership for WeCommerce in the Transaction. Given Mr. Ackman's position (via Table Holdings) as the largest minority shareholder of WeCommerce, the WeCommerce Special Committee determined that it would be in the best interests of the minority WeCommerce Shareholders to invite Mr. Ackman to participate in selected aspects of the negotiations with Tiny.

From January 13 to 15, 2023, members of the WeCommerce Special Committee, Mr. Ackman and Tiny had multiple calls to discuss and negotiate the terms of the Transaction, including the equity ownership for WeCommerce based on the number of WeCommerce Shares that WeCommerce could issue to acquire all of the equity of Tiny. Following these negotiations, on January 15, 2023, Tiny proposed (the "Fifth Proposal") a more favourable equity ownership for WeCommerce than that set out in the Fourth Proposal. The Fifth Proposal provided for, among other terms, a $5.12 value attributed to WeCommerce Shares (representing a 161% premium to the trading price and a 158% premium to the 30-day volume-weighted average trading price on the TSXV as of January 20, 2023, the last trading day prior to the announcement of the entering into of the Amalgamation Agreement) based on a fully diluted equity value for WeCommerce of approximately $220 million and for Tiny of approximately $691 million, excluding Tiny's existing interest in WeCommerce Shares. The implied WeCommerce Shares issued by WeCommerce to acquire all of the Tiny equity (after cancellation of approximately 11 million WeCommerce Shares owned by Tiny) would be approximately 135 million WeCommerce Shares.

On the morning of January 16, 2023, the WeCommerce Special Committee convened to discuss the Fifth Proposal. The Financial Advisor presented their preliminary analysis of the Fifth Proposal and indicated that based on its preliminary analysis, the Fifth Proposal was more favourable to WeCommerce than prior proposals. Later that morning, the WeCommerce Special Committee received a revised non-binding letter of intent from Tiny setting forth in writing the terms of the Fifth Proposal. In the afternoon of January 16, 2023, the WeCommerce Special Committee convened again to discuss the Fifth Proposal with the Financial Advisor and Mr. Ackman. The WeCommerce Special Committee determined that the terms of the Fifth Proposal set forth in the letter of intent were consistent with the

terms negotiated with the WeCommerce Special Committee, Tiny and Mr. Ackman over the course of the prior weekend. The WeCommerce Special Committee then proceeded to meet in camera and determined to proceed to attempt to negotiate a definitive agreement with Tiny based on the terms of the Fifth Proposal.

From January 16, 2023 to January 22, 2023, Osler and Norton Rose Fulbright Canada LLP ("Norton Rose Fulbright"), legal counsel to WeCommerce, negotiated the terms of the Amalgamation Agreement with Fasken Martineau DuMoulin LLP, legal counsel to Tiny, as well as terms for customary voting support agreements with certain key shareholders, disinterested directors and certain executive officers of WeCommerce. During the same period, members of the WeCommerce Special Committee also negotiated certain terms of the proposed Amalgamation Agreement with representatives of Tiny. During this period, the WeCommerce Special Committee also sought the advice of the Financial Advisor where required. Members of the WeCommerce Committee also had discussions with Freemark Partners, WeCommerce's second largest independent shareholder, regarding entering into a Voting Support Agreement, as Tiny indicated the Transaction would be conditional upon Freemark Partners Holding Company LLC also entering into a Voting Support Agreement with Tiny.

On January 18, 2023 the WeCommerce Special Committee convened to receive an update from the Financial Advisor and Osler on the status of the Transaction. The WeCommerce Special Committee also received from Osler an overview of the Amalgamation Agreement with Tiny and the Voting Support Agreements. Osler identified for the WeCommerce Special Committee certain provisions of the proposed Amalgamation Agreement that they anticipated Tiny would likely negotiate. The WeCommerce Special Committee provided guidance to Osler on negotiating those provisions.

In the afternoon on January 22, 2023, the WeCommerce Special Committee convened. The WeCommerce Special Committee received the oral Fairness Opinion from the Financial Advisor, which provided that, subject to certain assumptions, limitations and qualifications disclosed to the WeCommerce Special Committee and to be set forth in their written opinion, as of January 22, 2023, the issuance by WeCommerce of the Consideration Shares in exchange for all of the issued and outstanding Tiny Shares and the cancellation of 11,454,725 WeCommerce Shares (including 307,223 WeCommerce Shares to be acquired pursuant to the exercise of options to purchase WeCommerce Shares) held by Tiny and certain of its affiliates (the "Cancelled Shares") (for a net issuance of 134,974,844 WeCommerce Shares) is fair, from a financial point of view, to WeCommerce. The oral Fairness Opinion was subsequently confirmed in writing. The WeCommerce Special Committee then reviewed the substantially final terms of the proposed Amalgamation Agreement, the Voting Support Agreements and related documentation. After careful consideration of the terms and conditions of the Transaction, the advice of the WeCommerce Special Committee's financial and legal advisors, the oral Fairness Opinion, and a number of other factors, the WeCommerce Special Committee unanimously determined that the Transaction and the entering into of the Amalgamation Agreement were in the best interests of WeCommerce and minority WeCommerce Shareholders and to recommend that the WeCommerce Board (i) approve the Transaction and the entering into of the Amalgamation Agreement and (ii) make a recommendation to the WeCommerce Shareholders that the WeCommerce Shareholders vote for the Transaction Resolution.

Immediately following the WeCommerce Special Committee meeting, the WeCommerce Board convened. The WeCommerce Board reviewed the substantially final terms of the Amalgamation Agreement, the Voting Support Agreements and related documentation. The WeCommerce Board also received legal advice from its legal counsel on the duties and responsibilities of the directors in the context of the Transaction. After the WeCommerce Board had considered, among other things, the terms and conditions of the Transaction, the fact that the WeCommerce Special Committee had received the oral Fairness Opinion of the Financial Advisor, the advice of Norton Rose Fulbright, the unanimous recommendation of the WeCommerce Special Committee, and a number of other factors, the WeCommerce Board determined that the Transaction and the entering into of the Amalgamation Agreement were in the best interests of WeCommerce and minority WeCommerce Shareholders. Accordingly, the WeCommerce Board approved the Transaction and the entering into by WeCommerce of the Amalgamation Agreement and recommended that the WeCommerce Shareholders vote for the Transaction Resolution. Mr. Wilkinson and Mr. Sparling declared their interest in the Transaction and abstained from the vote of the WeCommerce Board. At the meeting, the WeCommerce Board also accepted the resignation of Alex Persson and appointed Mr. Wilkinson and Mr. Sparling to serve as co-CEOs of WeCommerce following Mr. Persson's resignation.

In the late evening of January 22, 2023, the Amalgamation Agreement and related documents were executed and delivered by WeCommerce, Tiny and Subco, following which WeCommerce issued a news release the following morning announcing the entering into of the Amalgamation Agreement and the Transaction.

Recommendation of the WeCommerce Special Committee

The WeCommerce Special Committee unanimously determined that the Transaction and the entering into of the Amalgamation Agreement were, and continue to be, in the best interests of WeCommerce and minority WeCommerce Shareholders and recommended to the WeCommerce Board to approve the Transaction and the entering into of the Amalgamation Agreement and to recommend to WeCommerce Shareholders to vote FOR the Transaction Resolution.

Recommendation of the WeCommerce Board

Upon the recommendation of the WeCommerce Special Committee, the WeCommerce Board determined that the Transaction and the entering into of the Amalgamation Agreement were, and continue to be, in the best interests of WeCommerce and minority WeCommerce Shareholders and has approved the Transaction and the entering into by WeCommerce of the Amalgamation Agreement. Accordingly, the WeCommerce Board recommends that the WeCommerce Shareholders vote FOR the Transaction Resolution. Messrs. Wilkinson and Sparling declared their interest in the Transaction and abstained from the vote of the WeCommerce Board.

Reasons for the Recommendations

The following includes forward-looking information and readers are cautioned that actual results may vary.

See "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors Relating to the Transaction".

Information and Factors Considered by the WeCommerce Special Committee

In (i) determining that the Transaction and the entering into of the Amalgamation Agreement are in the best interests of WeCommerce and minority WeCommerce Shareholders, (ii) recommending that the WeCommerce Board approve the Transaction and the entering into of the Amalgamation Agreement, and (iii) recommending to the WeCommerce Shareholders that they vote for the Transaction Resolution, the WeCommerce Special Committee undertook a thorough review of, and carefully considered, the terms of the Transaction and the Amalgamation Agreement, received the advice of Osler and the Financial Advisor, and considered a number of factors, including those listed below:

• Consideration Shares Reflect a Premium to Market Price. The Consideration Shares represent an attributed relative value of $5.12 per WeCommerce Share, representing a fully diluted equity value of approximately $220 million and a fully diluted equity value of approximately $691 million for Tiny, excluding Tiny's existing interest in WeCommerce Shares. The $5.12 value attributed to each WeCommerce Share represents a 161% premium to the last closing price of the WeCommerce Shares and a 158% premium to the 30-day volume-weighted average trading price of WeCommerce Shares, on the TSXV as of January 20, 2023, the last trading day prior to the announcement of the entering into of the Amalgamation Agreement.

• Special Committee Oversight. The terms of the Transaction and the Amalgamation Agreement are the result of an extensive arm's length negotiation process between the WeCommerce Special Committee, comprised solely of independent directors, with input from and consultation with its independent financial and legal advisors, as well as selected input from independent WeCommerce Shareholders, on the one hand, and Tiny and its advisors on the other hand.

• Fairness Opinion. The Financial Advisor, an independent financial advisor to the WeCommerce Special Committee, provided the Fairness Opinion that, subject to the assumptions, limitations and qualifications set forth therein, as of January 22, 2023, the issuance of the Consideration Shares in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares in the Transaction is fair, from a financial point of view, to WeCommerce.

• Support of Significant Shareholders. WeCommerce's two largest independent shareholders, Table Holdings (Bill Ackman) and Freemark Partners, together with all of the disinterested directors and certain executive officers of WeCommerce, have entered into Voting Support Agreements with Tiny pursuant to which each has agreed to vote their WeCommerce Shares in favour of the Transaction. These Supporting WeCommerce Shareholders represent an aggregate of approximately 39.9% of the WeCommerce Shares as at the Record Date eligible to be voted on the Transaction Resolution.

• Proven Leadership Team. The combined business of the Resulting Issuer will be led by the co-founders of Tiny and WeCommerce, Andrew Wilkinson and Chris Sparling, as co-Chief Executive Officers. WeCommerce's current Chief Financial Officer, David Charron, will continue in his role with the Resulting Issuer and Ampere Chan, Tiny's current Chief Financial Officer, will serve as President of the Resulting Issuer. Messrs. Wilkinson and Sparling are talented and experienced executives whose dedicated efforts and focus will benefit the future operations and business plans of the Resulting Issuer.

• Increased Scale. If the Transaction is completed, it is expected that the WeCommerce Shareholders will benefit from an enhanced capital markets profile, financial capacity and access to capital.

• Stronger Financial Position. The Resulting Issuer will have a stronger balance sheet with lower leverage ratios and additional cash on the balance sheet versus WeCommerce's stand-alone financial position.

• Diversification. The Resulting Issuer will consist of three core operating segments including (i) a digital services group with many fortune 500 clients and experience helping some of the world's top companies design, build and ship products and services for over 15 years, (ii) a leading social network and marketplace for digital designers and creatives, and (iii) an e-commerce software and services group, along with several standalone independent software and internet businesses.

• Participation by WeCommerce Shareholders in Future Growth of the Combined Business. Through an approximate 24.1% ownership of the combined entity, current WeCommerce Shareholders will maintain exposure to the future performance of the combined entity including any financial and operational synergies that may be realized through the combined business of the Resulting Issuer.

• Disinterested Shareholder Approval. The Transaction is subject to minority shareholder approval, excluding the votes required to be excluded under the policies of the TSXV and MI 61-101, including the votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Mr. Wilkinson. See "Securities Laws Matters – Application of TSXV Policy 5.9 and MI 61- 101".

• Ability to Accept a Superior Proposal. Under the terms of the Amalgamation Agreement, the WeCommerce Board retains the ability to consider and respond to unsolicited Superior Proposals prior to the Meeting on the terms set forth in the Amalgamation Agreement. The Voting Support Agreements terminate in the event that the Amalgamation Agreement is terminated by WeCommerce, permitting the Supporting WeCommerce Shareholders to support a transaction involving a Superior Proposal. No "break fee" is payable by WeCommerce in the event that WeCommerce terminates the Amalgamation Agreement for a Superior Proposal.

The WeCommerce Special Committee also considered a number of potential risks and potential negative factors in its deliberations relating to the Transaction, including the following:

• Completion Risk. The completion of the Transaction is subject to several conditions precedent, certain of which are outside the control of both WeCommerce and Tiny. There can be no assurances that the Transaction will be completed on the terms set out in the Amalgamation Agreement, as negotiated, or at all. In the event that any of the conditions precedent are not satisfied or waived, the Transaction may not be completed. There are risks to WeCommerce if the Transaction is not completed, including that: (i) the market price of the WeCommerce Shares may decline, to the extent that the market price reflects an assumption that the Transaction will be completed; (ii) WeCommerce will have incurred significant costs in pursuing the Transaction; (iii) management of WeCommerce will have their attention diverted from WeCommerce's business in the ordinary course; and (iv) under certain circumstances, there could be negative and irreparable impacts on WeCommerce's business relationships, (including with current and prospective employees, customers, suppliers, capital providers, partners and regulators, among others).

• Non-Solicitation Covenants. There are limitations contained in the Amalgamation Agreement on WeCommerce's ability to solicit additional interest from third parties.
• Key Regulatory Approvals and Third Party Consents. The potential risk of not obtaining or there being significant delay in obtaining certain consents, approvals or authorizations from third parties required to complete the Transaction, including, without limitation, the Key Regulatory Approvals.
• Anticipated Benefits May Not Occur. The Resulting Issuer may fail to realize growth opportunities and synergies currently anticipated due to, among other things, challenges associated with integrating the operations and personnel of WeCommerce and Tiny and the ability of the Resulting Issuer to attract capital.
• Acquisition Risk. There are certain risks inherent in any acquisition including unknown or undisclosed risks or liabilities of Tiny for which WeCommerce is not sufficiently indemnified pursuant to the provisions of the Amalgamation Agreement, which could materially and adversely affect the Resulting Issuer's financial performance and results of operations.
• Consideration Shares. The number of Consideration Shares was fixed at the time of entering into the Amalgamation Agreement and, therefore, there is a possibility that the Consideration Shares to be issued on the Effective Time to Tiny will have a market value different than that at the time of the entering into of the Amalgamation Agreement.
• Termination Rights. Tiny has the right to terminate the Amalgamation Agreement under certain limited circumstances.
• Ability to Respond to a Superior Proposal. While WeCommerce has reserved the right to respond to a Superior Proposal provided certain conditions are met, Tiny has the right to match any such Superior Proposal. These circumstances may discourage other parties from attempting to acquire the WeCommerce Shares, even if those parties would otherwise be willing to offer greater value than offered under the Transaction.
• Restrictions on the Company's Business. The Amalgamation Agreement imposes certain restrictions on the conduct of WeCommerce's business during the period between the execution of the Amalgamation Agreement and the consummation of the Transaction, which may have a negative impact on WeCommerce's performance and may adversely affect the ability of WeCommerce to execute certain business strategies. These restrictions may prevent WeCommerce from pursuing attractive business opportunities that may arise prior to the completion of the Transaction.
• Change of Control Entitlements. The consummation of the Transaction may result in certain change of control entitlements payable by WeCommerce.
• Concentration of Ownership. If the Transaction is completed, Mr. Wilkinson will exercise control or direction over approximately 70% of the outstanding Resulting Issuer Shares (on an undiluted basis and assuming only $5,447,028 is raised pursuant to the Tiny Financing), and will therefore have significant influence over WeCommerce's management and affairs and over all matters requiring shareholder approval, including election of directors and significant corporate transactions. Additionally, this significant influence may discourage transactions involving a change of control, including transactions in which an investor, as a holder of WeCommerce Shares, might otherwise receive a premium for WeCommerce Shares over the then-current market price, or discourage competing proposals if a going private transaction is proposed by Mr. Wilkinson.

The above summary of the information and factors considered by the WeCommerce Special Committee is not intended to be exhaustive, but includes a summary of the material information and factors considered by the WeCommerce Special Committee in its consideration of the Transaction.

In view of the variety of factors and the amount of information considered in connection with the WeCommerce Special Committee's evaluation of the Transaction, the WeCommerce Special Committee did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its determination and recommendation. The WeCommerce Special Committee's determination and recommendation is based upon the totality of the information presented and considered by it. The determination and recommendation of the WeCommerce Special Committee were made after consideration of the factors noted above, other factors and in light of the WeCommerce Special Committee's knowledge of the business, financial condition and prospects of WeCommerce, and taking into account the advice of the WeCommerce Special Committee's financial, legal and other advisors. Individual members of the WeCommerce Special Committee may have assigned different weights to different factors.

Information and Factors Considered by the WeCommerce Board

In determining that the Transaction and the entering into of the Amalgamation Agreement are in the best interests of WeCommerce and minority WeCommerce Shareholders, approving the Transaction and the entering into by WeCommerce of the Amalgamation Agreement, and recommending that the WeCommerce Shareholders vote for the Transaction Resolution, the WeCommerce Board carefully considered the terms and conditions of the Transaction, received the advice of Norton Rose Fulbright and Osler, and considered a number of factors, including the factors listed above by the WeCommerce Special Committee, and the unanimous recommendation of the WeCommerce Special Committee. In view of the variety of factors, the WeCommerce Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its determination, approval and recommendation. The WeCommerce Board's determination, approval and recommendation are based upon the totality of the information presented and considered by it. The determination, approval and recommendation of the WeCommerce Board were made after consideration of the factors noted above, other factors and in light of the WeCommerce Board's knowledge of the business, financial condition and prospects of WeCommerce and taking into account the advice of WeCommerce's financial, legal and other advisors. Individual members of the WeCommerce Board may have assigned different weights to different factors.

Description of the Transaction

Subject to the rights of termination contained in the Amalgamation Agreement, upon satisfaction and/or waiver of all conditions precedent to the Transaction set out in the Amalgamation Agreement, Subco and Tiny will jointly file with the registrar the Amalgamation Application and such other documents as are required to be filed under the BCBCA to give effect to the Amalgamation, pursuant to provisions of the BCBCA.

Pursuant to the Amalgamation Agreement, at the Effective Time, the following transactions, among others, will occur and will be deemed to occur sequentially in the following order:

• (a) Subco and Tiny will amalgamate to form Amalco and will continue as one company under the BCBCA in the manner set out in the Amalgamation Agreement and with the effect set out in Section 270 of the BCBCA and on the following terms:

  • (i) Amalco will become capable of immediately exercising the functions of an incorporated company;
  • (ii) the holders of Amalco Shares will have the powers and the liability provided in the BCBCA;
  • (iii) each holder of Amalco Shares and each Tiny Shareholder is bound by the Amalgamation Agreement;

• (iv) the property, rights and interests of each of Subco and Tiny will continue to be the property, rights and interests of Amalco;

• (v) Amalco will continue to be liable for the obligations of each of Tiny and Subco;

• (vi) an existing cause of action, claim or liability to prosecution against either Tiny or Subco is unaffected;

• (vii) a legal proceeding being prosecuted or pending by or against Tiny or Subco may be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco;

• (viii) a conviction against, or a ruling, order or judgment in favour of or against, Tiny or Subco may be enforced by or against the Amalco;

• (ix) each issued and outstanding Subco Share immediately prior to the Effective Time will be cancelled and replaced by one issued and fully paid Amalco Share for each Subco Share held by WeCommerce;

• (x) WeCommerce will issue to the holders of issued and outstanding Tiny Shares immediately prior to the Effective Time such number of fully paid Consideration Shares as is equal to the number of Tiny Shares so held multiplied by the Exchange Ratio;

• (xi) in accordance with the terms of the Tiny Omnibus Incentive Plan, holders of issued and outstanding Tiny RSUs immediately prior to the Effective Time will receive from WeCommerce such number of WeCommerce RSUs as is equal to the number of Tiny RSUs so held multiplied by the Exchange Ratio;

• (xii) Tiny Shares replaced by issued and fully paid Consideration Shares in accordance with subsection (x) above will be cancelled;

• (xiii) in accordance with the Tiny Omnibus Incentive Plan, Tiny RSUs replaced by WeCommerce RSUs in accordance with subsection (xi) above will be cancelled;

• (xiv) in consideration of the issuance by WeCommerce of the Consideration Shares pursuant to subsection (x) above, Amalco will issue to WeCommerce one fully paid and non-assessable Amalco Share for each Consideration Share issued to former holders of Tiny Shares; and

• (xv) Amalco will add to its capital of its common shares an amount equal to the aggregate "paidup capital" of the shares of Tiny and Subco immediately before the Effective Time for the purposes of the Tax Act; and

• (b) in respect of the issuance of the Consideration Shares pursuant to Section (a)(x), WeCommerce will add to its capital of its WeCommerce Shares an amount equal to the amount added to Amalco's capital pursuant to Section (a)(xv) above.

No Tiny Shareholder will be entitled to, and WeCommerce will not issue, fractions of Consideration Shares and no cash amount will be payable by WeCommerce in lieu thereof. To the extent any Tiny Shareholder would otherwise be entitled to receive a fractional Consideration Share, such fraction will be rounded to the closest whole number of the WeCommerce Shares in accordance with Section 83 of the BCBCA.

Unless and until otherwise determined in the manner required by law, by Amalco or by its directors or the holder or holders of the Amalco Shares, the following provisions will apply:

1. Name. The name of Amalco will be "Tiny Amalgamation Holdings Corp." or such other name as may be agreed to between Tiny and WeCommerce;

• 1. Registered Office. The municipality where the registered office of Amalco will be located is Vancouver. The address of the registered office of Amalco will be c/o Fasken Martineau DuMoulin LLP, Suite 2900, 550 Burrard Street, Vancouver, British Columbia, V6C 0A3;
• 1. Authorized Share Capital. Amalco will be authorized to issue an unlimited number of Amalco Shares;
• 1. Share Restrictions. Securities of Amalco may not be transferred without the prior written consent of the directors of Amalco;
• 1. Initial Directors. The initial director(s) of Amalco will be Tim McElvaine and Andrew Wilkinson, or such other persons as WeCommerce and Tiny may mutually agree;
• 1. Notice of Articles. The Notice of Articles of Amalco will be those contained in the form of Amalgamation Application attached as Schedule "G" to the Amalgamation Agreement;
• 1. Articles. The articles of Amalco will be as set forth in Schedule "G" to the Amalgamation Agreement, with such amendments thereto as WeCommerce and Tiny may agree, acting reasonably;
• 1. Fiscal Year. The fiscal year end of Amalco will be December 31 in each year, until changed by resolution of the board of directors of Amalco; and
• 1. Auditors. The auditors of Amalco, until the first annual general meeting of shareholders of Amalco, will be KPMG LLP, unless and until such auditors resign or are removed in accordance with the provisions of the BCBCA.

Prior to the Effective Time, Tiny will exercise all options to purchase WeCommerce Shares (including for certainty, the 307,223 options to purchase WeCommerce Shares held by Tiny) in accordance with their terms, and on and as a consequence of the Post-Closing Reorganization, all WeCommerce Shares held by Tiny Holdings Ltd. or Amalco (including for certainty, the (i) 11,147,502 WeCommerce Shares and (ii) 307,223 WeCommerce Shares issued upon the exercise of the options), will be cancelled for no consideration therefor.

The Transaction is subject to a number of conditions, including the approval by WeCommerce Shareholders of the Transaction Resolution at the Meeting. To be effective, the Transaction Resolution must receive the Required Transaction Shareholder Approval.

Subject to approval of the Continuance Resolution at the Meeting, the Resulting Issuer is expected to continue into the federal jurisdiction of Canada under the CBCA and the name of the Resulting Issuer is expected to be changed to "Tiny Ltd.". The Resulting Issuer Shares are expected to trade on the TSXV under the trading symbol "TINY".

Fairness Opinion

The WeCommerce Special Committee first contacted the Financial Advisor on or about November 10, 2022, in relation to an advisory role in respect of a potential transaction to acquire Tiny, and the WeCommerce Special Committee subsequently retained the Financial Advisor pursuant to an engagement agreement dated effective November 29, 2022 (the "Engagement Agreement"). Although the Financial Advisor was retained on behalf of WeCommerce, the Engagement Agreement specifies that the Financial Adviser is subject to instruction by, and under the supervision of, solely the WeCommerce Special Committee. Based in part on representations from each of Tiny and WeCommerce, the Financial Advisor is of the view that it is independent of all interested parties in the Transaction.

On January 22, 2023, at a meeting of the WeCommerce Special Committee held to evaluate the Transaction, the Financial Advisor rendered an oral opinion, confirmed by delivery of the Fairness Opinion, to the WeCommerce Special Committee to the effect that, as of that date and based upon and subject to the assumptions, limitations and qualifications set forth in the Fairness Opinion, it is the Financial Advisor's opinion that the issuance of the Consideration Shares by WeCommerce in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares (as such terms are defined in the Fairness Opinion) in the Transaction is fair, from a financial point of view, to WeCommerce. Except as otherwise described in this summary or in full text of the Fairness Opinion, WeCommerce and the WeCommerce Board imposed no other instructions or limitations on the Financial Advisor with respect to the investigations made or procedures followed by the Financial Advisor in rendering the Fairness Opinion.

The full text of the Fairness Opinion, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as Appendix C to this Circular and is incorporated into this Circular by reference. The description of the Fairness Opinion set forth below is qualified in its entirety by reference to the full text of the Fairness Opinion.

The Financial Advisor's advisory services and the Fairness Opinion were provided exclusively for the information and assistance of the WeCommerce Special Committee (in its capacity as such) in connection with its consideration of the Transaction. The Fairness Opinion does not address the underlying business decision of the WeCommerce Special Committee or WeCommerce in respect of the Transaction, or of any party to engage in the Transaction, or the relative merits of the Transaction as compared to any other alternative transaction that might be available to WeCommerce or any party to the Transaction. The Fairness Opinion addresses only, as of the date thereof, the fairness to WeCommerce, from a financial point of view, of the issuance of the Consideration Shares in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares. The Financial Advisor does not express any view on, and the Fairness Opinion does not address, any other term or aspect of the Amalgamation Agreement or the Transaction, including, without limitation, the fairness of or value of the Transaction to, or any consideration paid or received in connection therewith by, creditors, equity holders or other constituencies of WeCommerce, Tiny or any other parties to the Transaction; nor as to the fairness of or value of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of WeCommerce, Tiny, or any other parties to the Transaction, in connection with the Transaction, or any class of such persons, in connection with the Transaction, whether relative to the Consideration Shares pursuant to the Transaction or otherwise. The Financial Advisor did not express any opinion as to the trading price or value of any securities of WeCommerce or any other party at any time. Furthermore, the Fairness Opinion was not intended to be, nor does it constitute, a recommendation to the WeCommerce Special Committee as to whether it should recommend approval of any aspect of the Transaction to the Board of Directors, or a recommendation to any securityholder as to how to vote or whether to approve any aspect of the Transaction. The Fairness Opinion does not address any legal, regulatory, tax, solvency or accounting matters.

The Fairness Opinion was prepared in accordance with the disclosure standards for fairness opinions of the Investment Industry Regulatory Organization of Canada ("IIROC"), but IIROC was not involved in the preparation or review of the Fairness Opinion.

In connection with rendering the Fairness Opinion, the Financial Advisor reviewed and relied upon, or carried out, among other things, the following:

• 1. a draft of the Amalgamation Agreement dated January 22, 2023;
• 1. confidential information provided by Tiny management concerning the business, operations and financial condition of Tiny and its subsidiaries, including its four main operating subsidiaries, being Beam Digital Ltd. ("Beam"), Dribbble Holdings Ltd. ("Dribbble"), Tiny Boards Holdings Ltd. ("Tiny Boards") and Meteor Software Holdings Ltd. ("Meteor", and together with Beam, Dribbble and Tiny Boards, the "Material Investment Entities");
• 1. certain internal financial statements, financial information, budgets, projections, estimates and forecasts for Tiny and the Material Investment Entities prepared by Tiny management, including forecasts for each of the Material Investment Entities (collectively, the "Material Investment Entities Forecasts");
• 1. a consolidated corporate forecast for Tiny based on the Material Investment Entities Forecasts, applying consolidating adjustments provided by Tiny management (the "Tiny Forecast");
• 1. a forecast of the Company prepared by WeCommerce management (the "WeCommerce Forecast" and together with the Material Investment Entities Forecasts and the Tiny Forecast, the "Forecasts");
• 1. publicly available securities filings and information concerning WeCommerce;
• 1. publicly available information concerning Tiny;
• 1. public disclosure, including relating to the business, operations, financial performance and equity trading history, of selected public issuers that the Financial Advisor considered relevant;
• 1. combined consolidated financial statements of Tiny and the independent auditor's report thereon for the years ended December 31, 2021 and 2020;
• 1. publicly disclosed economic information including interest rates, exchange rates, and other economic data that the Financial Advisor considered relevant;
• 1. publications prepared by equity research analysts, industry sources, and credit rating agencies regarding WeCommerce, the ecommerce enablement software and digital transformation enablement industries, and other public companies, as the Financial Advisor considered relevant;
• 1. internal corporate structure information concerning WeCommerce and Tiny provided by WeCommerce and Tiny;
• 1. discussions and meetings with senior management of each of WeCommerce and Tiny, and the management teams of certain companies in which Tiny has an interest, relating to the primary assets, operations, business plan, financial and operating forecasts and projections, and the prospects for WeCommerce and Tiny and certain companies in which Tiny has an interest, and the strategic rationale for, and potential benefits of, the Transaction, and other matters considered relevant by the Financial Advisor;
• 1. discussions and meetings with the WeCommerce Special Committee concerning, among other matters, the Forecasts, the business, operations and financial condition of WeCommerce and Tiny and the strategic rationale for, and potential benefits of, the Transaction;
• 1. discussions with legal counsel to the WeCommerce Special Committee and WeCommerce;
• 1. representations contained in certificates addressed to the Financial Advisor, dated as of the date of the Fairness Opinion, from a senior officer of each of WeCommerce and Tiny, each as to, among other things, certain factual matters and the completeness and accuracy of the Forecasts and other information upon which this Fairness Opinion is based; and
• 1. such other studies, analyses and factors as the Financial Advisor considered appropriate in the circumstances.

The Financial Advisor was not, to the best of its knowledge, denied access by WeCommerce or Tiny to any information under each entity's respective control requested by the Financial Advisor.

For the purposes the Fairness Opinion, the Fairness Advisor assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax and other information provided to, discussed with or reviewed by, the Financial Advisor, or publicly available. With respect to the Forecasts, the Financial Advisor assumed that they have been reasonably prepared on bases reflecting the best currently available assumptions, estimates and judgements of management of WeCommerce, Tiny and the Material Investment Entities, as applicable, as to the matters covered thereby at the time thereof and that such forecasts and estimates provide a reasonable basis upon which to evaluate the Transaction. The Financial Advisor expressed no view as to any such Forecasts or the assumptions or methodologies upon which they are based.

The Financial Advisor also assumed, among other things, that: (i) all of the public disclosure posted on WeCommerce's profile on SEDAR is true and accurate in all respects; (ii) the Amalgamation Agreement executed by the parties thereto (together with any exhibits and schedules thereto) did not differ from the draft version reviewed by the Financial Advisor; (iii) the representations and warranties of the parties to the Amalgamation Agreement and all other related documents and instruments that are referred to therein will be true and correct; (iv) each party to the Amalgamation Agreement and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party; (v) all conditions to the consummation of the Transaction will be satisfied without amendment or waiver thereof; (vi) the Transaction will be consummated in a timely manner in accordance with the terms described in the Amalgamation Agreement and such other related documents and instruments; and (vii) all governmental, regulatory or other consents or approvals necessary for consummation of the Transaction will be obtained, in the case of each of the foregoing clauses (ii) – (vi), without any adverse effect on WeCommerce, Tiny, the Material Investment Entities or the Consideration Shares in any way meaningful to the Financial Advisor's analysis or the Fairness Opinion.

On January 22, 2023, and at the request of the WeCommerce Special Committee, the Financial Advisor orally presented its analysis and opinion to the WeCommerce Special Committee and subsequently confirmed such opinion in writing, in the form of the Fairness Opinion. The Fairness Opinion was necessarily based on economic, monetary, market and other conditions in effect on, and the information made available to the Financial Advisor as of January 22, 2023 and such economic, monetary, market and other conditions are beyond the control of the Financial Advisor or any party involved in the Transaction. The Financial Advisor assumed no obligation to update, revise or reaffirm the Fairness Opinion and expressly disclaimed any responsibility to do so based on information, circumstances, developments or events occurring, or of which it became aware, after the date thereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Fairness Opinion after the date thereof, the Financial Advisor reserved the right to change, modify or withdraw the Fairness Opinion. In rendering the Fairness Opinion, the Financial Advisor was advised that the Transaction is not subject to the valuation requirements under MI 61-101. The Financial Advisor was not engaged to prepare, and has not prepared, a valuation or appraisal of WeCommerce, Tiny or any Material Investment Entity, or of its securities or material assets and its opinion should not be construed as such.

Overview of Financial Analyses

In arriving at the Fairness Opinion, the Financial Advisor did not attribute any particular weight to any particular analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Several analytical methodologies were employed by the Financial Advisor in its analyses, and no one single method of analysis should be regarded as dispositive of the overall conclusion reached by the Financial Advisor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the Financial Advisor believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and all factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying the Fairness Opinion. The conclusions reached in the Fairness Opinion by the Financial Advisor, therefore, were based on the application of the Financial Advisor's own experience and judgment to all analyses and factors considered by it, taken as a whole. The estimates contained in the Financial Advisor's analyses and the results from any particular analysis are not necessarily indicative of future results, which may be significantly more or less favourable than suggested by any analysis. In addition, analyses relating to the value of the businesses or assets of Tiny or WeCommerce neither purport to be appraisals nor do they necessarily reflect the prices at which businesses or assets may actually be sold. The Financial Advisor's analyses and estimates are inherently subject to substantial uncertainty. No selected company or group of selected companies is identical or entirely comparable to WeCommerce or Tiny. Further, the Financial Advisor believes that purely quantitative analyses are not, in isolation, determinative in the context of the Transaction and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of WeCommerce or Tiny and the selected companies also are relevant.

The financial presentation provided to the WeCommerce Special Committee in connection with the Fairness Opinion, included the following material financial analyses:

Selected Public Company Analysis

The Financial Advisor reviewed and analyzed certain financial information including valuation multiples related to selected publicly traded companies with operations focused primarily on ecommerce enablement software and digital transformation enablement services and products, whose operations the Financial Advisor believed, based on its experience with companies in these industries, to have similarities to the operations of WeCommerce or Tiny. The Financial Advisor reviewed and analyzed certain financial information of nine companies in the ecommerce enablement software industry and three companies in the digital transformation enablement industry. Financial data of the selected companies was based on publicly available information.

The selected ecommerce enablement companies, ranging from approximately $70 billion to $360 million in market capitalization and from approximately $60 billion to $875 million in enterprise value ("EV"), in order of market capitalization from largest to smallest, were:

• Shopify Inc.
• GoDaddy Inc.
• OpenText Corporation
• Wix.com, Inc.
• Squarespace, Inc.
• Lightspeed Commerce Inc.
• E2open, LLC
• BigCommerce Holdings, Inc.
• Upland Software, Inc.

The selected digital transformation enablement companies, ranging from approximately $6.8 billion to $3.3 billion in market capitalization and from approximately $6.7 billion to $3.9 billion in EV, in order of market capitalization from largest to smallest, were:

• Endava plc
• Reply S.p.A.
• Perficient, Inc.

With respect to the selected companies, the Financial Advisor reviewed EVs as multiples of 2022 and 2023 estimated EBITDA and estimated revenue. The overall low to high 2022 estimated EBITDA multiples observed were 6.8x to 25.1x (with a median of 14.5x), and the overall low to high 2022 estimated revenue multiples observed were 1.4x to 8.2x (with a median of 3.6x). The overall low to high 2023 estimated EBITDA multiples observed were 7.5x to 37.1x (with a median of 13.3x), and overall low to high 2023 estimated revenue multiples observed were 1.1x to 6.9x (with a median of 3.3x).

Discounted Cash Flow Analysis

The Financial Advisor performed a discounted cash flow analysis, based on the Tiny Forecast, by calculating the estimated present value of the standalone unlevered free cash flow that Tiny was forecasted to generate during the period from October 1, 2022 through December 31, 2025. The Financial Advisor calculated implied terminal values by applying to fiscal year 2025 estimated EBITDA a selected range of multiples of 9.0x to 13.0x. The Financial Advisor applied a selected range of weighted average cost of capital ("WACC") discount rates of 11.00% to 14.00% to Tiny's estimated unlevered free cash flows based on a mid-year convention for discounting and estimated terminal values. Equity values for Tiny were calculated using the resulting enterprise values, adjusted by subtracting Tiny's net debt (total debt minus cash and cash equivalents). The Financial Advisor utilized the capital asset pricing model ("CAPM") to estimate Tiny's WACC. Key variables in the CAPM analysis for Tiny included a coefficient for the risk of the Company's equity relative to the market ("Beta") ranging from 1.00 to 1.35 (assuming an 87% equity capital structure), a nominal risk-free rate of 3.92%, a market risk premium of 6.22%, and a size premium of 2.12% (referencing Kroll's size premia). The Financial Advisor estimated the cost of debt for WeCommerce to be 6.94% to 8.40% after-tax, based on observed yields of corporate bond indices considered relevant by the Financial Advisor.

The Financial Advisor also performed a discounted cash flow analysis, based on the WeCommerce Forecast, by calculating the estimated present value of the standalone unlevered free cash flows that WeCommerce was forecasted to generate during the period from October 1, 2022 through December 31, 2025. The Financial Advisor calculated implied terminal values by applying to fiscal year 2025 estimated EBITDA a selected range of multiples of 8.0x to 12.0x. The Financial Advisor applied a selected range of WACC discount rates of 12.00% to 15.00% to WeCommerce's estimated unlevered free cash flows based on a mid-year convention for discounting and estimated terminal values. Equity values for WeCommerce were calculated using the resulting EVs, adjusted by subtracting WeCommerce's net debt (total debt minus cash and cash equivalents). The Financial Advisor utilized the CAPM to estimate WeCommerce's WACC. Key variables in the CAPM analysis for WeCommerce included a Beta ranging from 1.00 to 1.35 (assuming a 75% equity capital structure), a nominal risk-free rate of 3.92%, a market risk premium of 6.22%, and a size premium of 4.80% (referencing Kroll's size premia). The Financial Advisor estimated the cost of debt for WeCommerce to be 6.94% to 8.40% after tax, based on observed yields of corporate bond indices considered relevant by the Financial Advisor.

Equity Contribution Analysis

Utilizing the analyses described above, the Financial Advisor compared implied equity values of each of WeCommerce and Tiny to derive reference ranges for implied Consideration Shares (net of the Cancelled Shares) in the Transaction, after adjusting for the capital structure of each firm ("Net Exchange Shares"), as follows:

• For 2022E EV/EBITDA implied values, a selected range of 12.0x to 16.0x for WeCommerce and 13.0x to 17.0x for Tiny, with a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny, implied issuance of 340 million Net Exchange Shares in the Transaction. Using the same selected multiple ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 169 million Net Exchange Shares in the Transaction.
• For 2023E EV/EBITDA implied values, a selected range of 9.0x to 14.0x for WeCommerce and 11.0x to 16.0x for Tiny, with a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny, implied issuance of 363 million Net Exchange Shares in the Transaction. Using the same selected multiple ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 132 million Net Exchange Shares in the Transaction.
• For 2022E EV/Revenue implied values, a selected range of 2.50x to 3.75x for WeCommerce and 3.00x to 4.50x for Tiny, with a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny, implied issuance of 336 million Net Exchange Shares in the Transaction. Using the same selected multiple ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 124 million Net Exchange Shares in the Transaction.
• For 2023E EV/Revenue implied values, a selected range of 2.25x to 3.50x for WeCommerce and 2.75x to 4.00x for Tiny, with a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny, implied issuance of 363 million Net Exchange Shares in the Transaction. Using the same selected multiple ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 132 million Net Exchange Shares in the Transaction.
• For discounted cash flow implied values, utilizing the terminal multiple and WACC ranges described above, a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny implied issuance of 359 million Net Exchange Shares in the Transaction. Using the same terminal multiple and WACC ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 144 million Net Exchange Shares in the Transaction.

The Amalgamation Agreement provides for the net issuance of 134,974,844 WeCommerce Shares (146,429,569 Consideration Shares less 11,454,725 Cancelled Shares) in the Transaction. For each of the analyses described above, the Financial Advisor compared the low/high and high/low reference ranges of implied Net Exchange Shares to the net issuance of 134,974,844 shares provided for in the Amalgamation Agreement.

Miscellaneous

Neither the Financial Advisor nor any of its affiliated entities (as that term is defined in MI 61-101) is, in respect of WeCommerce: (i) an issuer insider, associated entity or affiliated entity of any interested party (as those terms are defined in MI 61-101); (ii) an advisor to any interested party with respect to the Transaction; (iii) receiving compensation that depends in whole or in part on the conclusion reached in the Fairness Opinion; (iv) a manager or co-manager of a soliciting dealer group for the Transaction; or (v) the external auditor of WeCommerce or any interested party. The Financial Advisor has not entered into any other agreements or arrangements with WeCommerce or any of its associates or affiliates or any interested party in the Transaction with respect to any future dealings. The Financial Advisor has not acted as agent or underwriter in any financings involving WeCommerce, Tiny or any of their respective associates or affiliates during the 24-month period preceding the date that the Financial Advisor was first contacted in respect of the Transaction.

The Engagement Agreement specified that the Financial Advisor will be paid: (a) an advisory fee of US$2.5 million upon consummation of the Transaction; and (b) an upfront fee of US$1.0 million (to be credited against the advisory fee), which the Financial Advisor was contractually entitled to upon the delivery of the Fairness Opinion to the WeCommerce Special Committee (regardless of the conclusion reached therein). In addition, WeCommerce has agreed to reimburse the Financial Advisor for its reasonable and documented out-of-pocket expenses incurred in connection with the Engagement Agreement, including the reasonable and documented fees and expenses of its legal counsel. WeCommerce has also agreed to indemnify the Financial Advisor, its affiliates and their respective directors, officers, partners, agents or employees for certain liabilities related to or arising out of its rendering of services under the Engagement Agreement or to contribute to payments the Financial Advisor may be required to make in respect of these liabilities. Except as outlined above, no understandings or agreements exist between the Financial Advisor and WeCommerce or any interested party in the Transaction with respect to future financial advisory or investment banking business. In connection with the preparation of the Fairness Opinion: (a) the Financial Advisor was not requested to, nor authorized by the WeCommerce Special Committee to, solicit, and did not solicit, interest from any other party with respect to the acquisition of any part or all of WeCommerce, or any other extraordinary transaction involving WeCommerce; and (b) the Financial Advisor was not requested to, nor authorized by the WeCommerce Special Committee to, participate in negotiations with respect to the terms of the Transaction, and did not so participate.

The Financial Advisor and its affiliates, as part of their investment banking business, are regularly engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions, as well as for estate, corporate and other purposes. The Financial Advisor and its affiliates also engage in securities trading and brokerage, equity research, asset management activities and other financial services, and in the ordinary course of these activities the Financial Advisor or its affiliates may from time to time acquire, hold or sell, for their own accounts and for the accounts of their customers (i) equity, debt and other securities (including derivative securities) and financial instruments (including bank loans and other obligations) of WeCommerce, Tiny or any of the other parties to the Transaction and any of their respective affiliates and (ii) any currency or commodity that may be material to such parties or otherwise involved in the Transaction and the other matters contemplated by the Amalgamation Agreement. In addition, the Financial Advisor and certain of its employees, including members of the team performing services in connection with the Transaction, as well as certain asset management funds associated or affiliated with the Financial Advisor in which they may have financial interests, may from time to time acquire, hold or make direct or indirect investments in or otherwise finance a wide variety of companies, including WeCommerce or Tiny or any of the other parties to the Transaction or their respective equity holders or affiliates.

Required Transaction Shareholder Approval

To be effective, the Transaction Resolution must receive the Required Transaction Shareholder Approval. The Transaction Resolution must receive such approval in order for the Company to implement the Transaction on the Effective Date.

See "Securities Law Matters — Application of TSXV Policy 5.9 and MI 61-101".

Voting Support Agreements

The Supporting WeCommerce Shareholders entered into the Voting Support Agreements with Tiny pursuant to which, among other things, and subject to certain terms, conditions and exceptions, the Supporting WeCommerce Shareholders agreed to vote the WeCommerce Shares legally or beneficially owned by them, or over which they exercise control or direction, as applicable (the "Subject Shares") (to the extent such securities carry the right to vote) FOR the Transaction Resolution.

The Subject Shares represent, approximately 39.9% of the WeCommerce Shares eligible to be voted on the Transaction Resolution, in favour of the Transaction.

The Voting Support Agreements generally set forth, among other things, and subject to certain terms, conditions and exceptions, the agreement of each Supporting WeCommerce Shareholder to vote their WeCommerce Shares in favour of the Transaction Resolution at the Meeting and any matters related thereto. In addition, Supporting WeCommerce Shareholders have agreed, among other things and subject to the terms and conditions of the Voting Support Agreements, during the term of the Voting Support Agreements, to:

• (a) not grant or agree to grant any proxy or powers of attorney or other right to the Subject Shares, or enter into any voting agreement or pooling agreement or other agreement with respect to the voting of Subject Shares or securities of WeCommerce, or the giving of any consents or approvals of any kind with respect to the Subject Shares or any stock options, deferred share units, restricted share units, performance share units, warrants or other securities to purchase WeCommerce Shares, in each case other than pursuant to the Voting Support Agreement;

• (b) not requisition or join in the requisition of any meeting of any of the securityholders of WeCommerce for the purpose of considering any resolution (other than the Meeting and the Transaction Resolution);

• (c) without having first obtained the prior written consent of Tiny, acting reasonably, will not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein (legal or equitable), to any Person or group of Persons or agree to do any of the foregoing, provided, for greater certainty, that the foregoing restrictions will not prevent the Supporting WeCommerce Shareholder from exercising its stock options, deferred share units, restricted share units, performance share units, warrants or other securities to purchase WeCommerce Shares in accordance with their terms;

• (d) not exercise: (i) any rights of appraisal or rights of dissent which may be provided under any law or otherwise in connection with the Transaction or the transactions contemplated by the Amalgamation Agreement that the Supporting WeCommerce Shareholder may have; or (ii) any other shareholder rights or remedies available to the Supporting WeCommerce Shareholder, whether arising under statute, at common law or otherwise, to impede, frustrate, nullify, prevent, hinder, delay, upset or challenge the Transaction;

• (e) not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise, and will not permit any such Person to:

  • (i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Transaction or the transactions contemplated under the Amalgamation Agreement;
  • (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Transaction;

• (iii) act jointly or in concert with others with respect to the WeCommerce Shares or any other voting securities of WeCommerce for the purpose of opposing or competing with the Transaction or the transactions contemplated under the Amalgamation Agreement;

• (iv) make, solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information of WeCommerce or any of its affiliates or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer from any Person (other than Tiny or an affiliate of Tiny) in respect of or that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

• (v) enter into or otherwise engage or participate in or otherwise facilitate any discussions or negotiations with any Person (other than Tiny or an affiliate of Tiny) regarding any inquiry, proposal or offer in respect of or that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

• (vi) accept, approve, endorse or enter into or publicly propose to accept, approve, endorse or enter into any agreement (including, for the avoidance of doubt, any letter of intent, term sheet, agreement in principle or other similar document, whether binding (in whole or in part) or otherwise) or proposal or offer in respect of or that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal; or

• (vii) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate, authorize, commit to or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing;

• (f) will instruct each of its representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion or negotiations commenced on or prior to the date of the Voting Support Agreement with any Person (other than Tiny or an affiliate of Tiny) with respect to any inquiry, proposal or offer in respect of or that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

• (g) cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) the Subject Shares against any proposed action by the Company, its directors, officers and/or securityholders, any of its affiliates or any other Person (other than Tiny):

  • (i) in respect of an Acquisition Proposal;
  • (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Transaction, including without limitation any amendment to the constating documents of the Company, its subsidiaries or their respective organizational structures or capitalization; or
  • (iii) in respect of any new shareholder rights plan or "poison pill" subsequent to the date of the Voting Support Agreement; and

• (h) will not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to materially reduce the success of, or delay or interfere with the completion of, the transactions contemplated by the Amalgamation Agreement.

Each Voting Support Agreement automatically terminates upon the earliest of:

• (a) the mutual agreement in writing of the Supporting WeCommerce Shareholder and Tiny;
• (b) the termination of the Amalgamation Agreement in accordance with its terms; and

(c) the closing of the Transaction.

Interests of Certain Persons in the Transaction

Except as disclosed herein, no directors or certain executive officers of the Company have any interests in connection with the Transaction that may present them with actual or potential conflicts of interest in connection with the Transaction.

Except as otherwise disclosed below or elsewhere in this Circular, all benefits received, or to be received, by directors or executive officers of WeCommerce as a result of the Transaction are, and will be, solely in connection with their services as directors or employees of WeCommerce. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for WeCommerce Shares, nor is it, or will it be, conditional on the person supporting the Transaction.

See "Securities Law Matters — Application of TSXV Policy 5.9 and MI 61-101", "Appendix F — Additional Information Concerning WeCommerce Prior to the Transaction", and "Appendix G — Information Concerning Tiny Prior to The Transaction".

Expenses of the Transaction

Except as otherwise provided in the Amalgamation Agreement, all out-of-pocket third party transaction expenses incurred in connection with the Amalgamation Agreement and the transactions contemplated thereunder, will be paid by the party incurring such expenses, whether or not the Transaction is consummated.

THE AMALGAMATION AGREEMENT

The following descriptions of certain provisions of the Amalgamation Agreement are not comprehensive and are qualified in their entirety by reference to the full text of the Amalgamation Agreement. Please refer to the Amalgamation Agreement for a full description of the terms and conditions thereof. Capitalized terms used in this section, but not defined, have the meanings ascribed thereto in the Amalgamation Agreement. The Amalgamation Agreement has been filed on SEDAR at www.sedar.com under the Company's profile.

On January 22, 2023, WeCommerce, Tiny and Subco entered into the Amalgamation Agreement. Pursuant the Amalgamation Agreement, WeCommerce agreed to acquire all of the issued and outstanding Tiny Shares by way of the Amalgamation in exchange for the Consideration Shares.

Representations and Warranties

The Amalgamation Agreement contains certain customary representations and warranties provided by each of the Company and Tiny. The assertions embodied in those representations and warranties are solely for the purposes of the Amalgamation Agreement. Certain representations and warranties may not be accurate and complete as of any specified date because they are qualified by certain disclosure provided by the Company to Tiny and Tiny to the Company, as applicable, or are subject to a standard of materiality or are qualified by reference to a Tiny Material Adverse Effect or a WeCommerce Material Adverse Effect, as applicable. Therefore, WeCommerce Shareholders should not rely on the representations and warranties as statements of factual information.

The representations and warranties provided by each of WeCommerce and Tiny in the Amalgamation Agreement relate to, among other things, corporate approvals, organization and qualification, authority relative to the Amalgamation Agreement, no violation, government approvals, capitalization, ownership of subsidiaries, reporting issuer status and securities laws matters, filings, financial statements, books and records, disclosure, independent auditors, minute books, no undisclosed liabilities, no material change, litigation, taxes, data privacy and security, property, title to assets, material contracts, authorizations, environmental matters, compliance with laws, employment and labour matters, intellectual property, related party transactions, brokers, insurance, warranties and claims.

Covenants

Conduct of Business

The Amalgamation Agreement includes a general covenant by the Company in favour of Tiny that, during the Pre-Effective Date Period, (i) except with the prior written consent of Tiny (not to be unreasonably withheld, conditioned or delayed), (ii) as required or expressly permitted by the Amalgamation Agreement, (iii) as required by applicable Law, (iv) as required to comply with any COVID-19 measures, or (v) as expressly contemplated in Schedule 4.2(1) of the WeCommerce Disclosure Letter, the Company will, and will cause each of its Subsidiaries to, conduct business only in the Ordinary Course and in accordance with applicable Laws and use commercially reasonable efforts to maintain and preserve its and its Subsidiaries' business organization, properties, employees, goodwill and business relationships with Governmental Entities, customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has material business relations.

The Company has particularly covenanted and agreed, amongst other things, that during the Pre-Effective Date Period, except (i) with the prior written consent of Tiny (not to be unreasonably withheld, conditioned or delayed), (ii) as required or expressly permitted by the Amalgamation Agreement, (iii) as required by applicable Law, or (iv) as expressly contemplated in the WeCommerce Disclosure Letter, the Company will not, and will not permit any of its Material Subsidiaries or Subco to, directly or indirectly:

• (a) amend its Constating Documents, or, in the case of any Subsidiary which is not a corporation, its similar organizational documents, in any manner;

• (b) split, combine or reclassify any shares of its authorized share structure or declare, set aside or pay any dividend or distribution (other than an intercompany dividend or other distribution involving only WeCommerce or any of its Subsidiaries (whether in cash, securities or property or any combination thereof)) or amend any term of any outstanding debt or security therefor;

• (c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its authorized share structure or the capital stock of its Material Subsidiaries or Subco;

• (d) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of its authorized share structure or other equity or voting interests, including the capital stock of its Material Subsidiaries or Subco, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such authorized share structure or other equity or voting interests, or other rights that are linked to the price or the value of WeCommerce Shares or other share capital of WeCommerce or any Material Subsidiary or Subco except as set out in the WeCommerce Disclosure Letter or with respect to the issuance of WeCommerce Shares issuable in connection with the exercise or settlement, as applicable, of the stock options, restricted share units, deferred share units and performance restricted share units of WeCommerce that are outstanding as of the date hereof in each case upon exercise or settlement, as applicable, by the holder thereof;

• (e) amend, modify or waive the terms of any of its securities;

• (f) acquire or agree to acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than transactions (i) between two or more wholly-owned Subsidiaries of WeCommerce; (ii) between a wholly-owned Subsidiary of WeCommerce and WeCommerce; or (iii) which do not, in the aggregate, exceed $5 million;

• (g) other than in the Ordinary Course or as set out in the WeCommerce Disclosure Letter, sell, pledge, hypothecate, lease, transfer, license, mortgage, encumber or otherwise transfer or dispose of any of its assets;

• (h) other than in the Ordinary Course, enter into any joint venture or similar agreement, arrangement or relationship;

• (i) make any capital expenditures in the aggregate, in excess of $1 million, or commitments to do so, to the extent not agreed to with third parties pursuant to Contracts existing as of the date hereof contained in the WeCommerce Disclosure Letter; provided that WeCommerce will notify Tiny in advance and provide regular updates to WeCommerce of any capital expenditures listed in the WeCommerce Disclosure Letter, that are in excess of $250,000 in the aggregate;

• (j) other than in respect of the settlement of intercompany indebtedness involving only WeCommerce and its Subsidiaries, prepay indebtedness before its scheduled maturity or, other than in the Ordinary Course, increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;

• (k) reduce the stated capital of any of its securities;

• (l) reorganize, amalgamate or merge WeCommerce, Subco or any Material Subsidiary or adopt a plan of liquidation or resolution providing for the liquidation or dissolution of WeCommerce, Subco or any of its Material Subsidiaries;

• (m) materially change its business or regulatory strategy; or

• (n) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

The Company has further agreed to use all commercially reasonable efforts to cause the current insurance (or reinsurance) policies maintained by the Company or any of its Subsidiaries not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, neither the Company nor any of its Subsidiaries will obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.

Pursuant to the Amalgamation Agreement, Tiny has covenanted and agreed that, during the Pre-Effective Date Period, except (i) with the prior written consent of WeCommerce (not to be unreasonably withheld, conditioned or delayed), (ii) as required or expressly permitted by the Amalgamation Agreement, (iii) as required by applicable Law, (iv) as required to comply with any COVID-19 measures, or (v) as expressly contemplated in Schedule 4.1(1) of the Tiny Disclosure Letter, Tiny will, and will cause each of its Subsidiaries to conduct business only in the Ordinary Course and in accordance with Laws and Tiny will use commercially reasonable efforts to maintain and preserve its and its Subsidiaries' business organization, properties, employees, goodwill and business relationships with Governmental Entities, customers, suppliers, partners and other Persons with which Tiny or any of its Subsidiaries has material business relations.

Tiny has particularly covenanted and agreed, amongst other things, that during the Pre-Effective Date Period, except: (i) with the prior written consent of WeCommerce, not to be unreasonably withheld, conditioned or delayed; (ii) as required or expressly permitted by the Amalgamation Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated in Schedule 4.1(2) of the Tiny Disclosure Letter, Tiny will not, and will not permit any of its Material Subsidiaries to, directly or indirectly:

(a) amend its Constating Documents, or, in the case of any Material Subsidiary which is not a corporation, its similar organizational documents, in any manner;

• (b) split, combine or reclassify any shares of its authorized share structure or declare, set aside or pay any dividend or distribution (other than an intercompany dividend or other distribution involving only Tiny or any of its Subsidiaries (whether in cash, securities or property or any combination thereof)) or amend any term of any outstanding debt or security therefor;
• (c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its authorized share structure or the capital stock of its Material Subsidiaries;
• (d) other than pursuant to the Tiny Financing or as set forth in the Tiny Disclosure Letter, issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of its authorized share structure or other equity or voting interests, including the capital stock of its Material Subsidiaries, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such authorized share structure or other equity or voting interests, or other rights that are linked to the price or the value of Tiny Shares or other share capital of Tiny or any Material Subsidiary;
• (e) amend, modify or waive the terms of any of its securities;
• (f) acquire or agree to acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than transactions (i) between two or more wholly-owned Subsidiaries of Tiny; (ii) between a wholly-owned Subsidiary of Tiny and Tiny; or (iii) which do not, in the aggregate, exceed $5 million;
• (g) other than in the Ordinary Course, sell, pledge, hypothecate, lease, transfer, license, mortgage, encumber or otherwise transfer or dispose of any of its assets;
• (h) other than in the Ordinary Course, enter into any joint venture or similar agreement, arrangement or relationship;
• (i) make any capital expenditures, in the aggregate, in excess of $1 million or commitments to do so, to the extent not agreed to with third parties pursuant to Contracts existing as of the date hereof contained in the Tiny Disclosure Letter; provided that Tiny will notify WeCommerce in advance and provide regular updates to WeCommerce of any capital expenditures listed in the Tiny Disclosure Letter that are in excess of $250,000 in the aggregate;
• (j) other than in respect of the settlement of intercompany indebtedness involving only Tiny and its Subsidiaries, prepay indebtedness before its scheduled maturity or, other than in the Ordinary Course, increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;
• (k) reduce the stated capital of any of its securities;
• (l) reorganize, amalgamate or merge Tiny or any Material Subsidiary or adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Tiny or any of its Material Subsidiaries;
• (m) materially change its business or regulatory strategy; or
• (n) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

Conditions for Completion of the Transaction

Conditions in favour of WeCommerce and Tiny

The closing of the Transaction is subject to the following outstanding terms and conditions for the mutual benefit of WeCommerce and Tiny, to be fulfilled or performed at or prior to the Effective Time:

• (a) The Required Transaction Shareholder Approval has been obtained in accordance with applicable Law.
• (b) No Law is in effect that makes the consummation of the Transaction illegal or otherwise prohibits or enjoins the Company or Tiny from consummating the Transaction.
• (c) The distribution of the Consideration Shares pursuant to the Transaction will be exempt from the prospectus requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws.
• (d) The conditional approval of the TSXV will have been obtained to list the Consideration Shares to be issued pursuant to the Transaction from time to time, subject only to customary conditions to be satisfied in connection with the completion of the Transaction and/or following the completion of the Transaction.
• (e) All waiting periods (and any extensions thereof) applicable to the Transaction under any Antitrust Law will have expired or been terminated or otherwise waived.
• (f) If required pursuant to Part IX of the Competition Act in respect of the Transaction, Competition Act Approval will have been obtained.

Conditions in favour of WeCommerce

The closing of the Transaction is subject to the following outstanding terms and conditions for the exclusive benefit of WeCommerce, to be fulfilled or performed at or prior to the Effective Time:

• (a) The representations and warranties of Tiny set forth in Section 3.1(1)(b) [Organization and Qualification], Section 3.1(1)(b) [Authority Relative to the Agreement], Section 3.1(1)(e) [Capitalization], Section 3.1(1)(y) [Authorizations], and Section 3.1(1)(jj) [Brokers] of Schedule "B" of the Amalgamation Agreement were true and correct as of the date of the Amalgamation Agreement and are true and correct as of the Effective Time, and all other representations and warranties of the Company set forth in the Amalgamation Agreement were true and correct as of the date of the Amalgamation Agreement and are true and correct as of the Effective Time in all respects, except where any failure or failures of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Tiny (disregarding any materiality or "Material Adverse Effect in respect of Tiny" qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in such a Material Adverse Effect in respect of Tiny), in each case except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date, and Tiny has delivered a certificate confirming same to WeCommerce, executed by two senior officers of Tiny (in each case without personal liability) addressed to WeCommerce and dated the Effective Date.
• (b) Tiny has fulfilled or complied in all material respects with each of the covenants of Tiny contained in the Amalgamation Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and Tiny has delivered a certificate confirming same to WeCommerce, executed by two

senior officers of Tiny (in each case without personal liability) addressed to WeCommerce and dated the Effective Date.

• (c) Each of the Key Regulatory Approvals has been made, given or obtained on terms acceptable to WeCommerce, acting reasonably, and each such Key Regulatory Approval is in force and has not been modified or rescinded.
• (d) All consents, approvals and authorizations set out in Schedule 6.2(4) of the Tiny Disclosure Letter will have been obtained by Tiny or its Material Subsidiaries, as applicable, and all consents, approvals and authorizations set out in Schedule 6.2(4) of the WeCommerce Disclosure Letter will have been obtained by WeCommerce or its Material Subsidiaries, as applicable.
• (e) There is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person other than WeCommerce or its Subsidiaries) pending in any jurisdiction to: (a) cease trade, enjoin, prohibit, or impose any material limitations, damages or conditions on, WeCommerce's ability to acquire, hold, or exercise full rights of ownership over, any Tiny Shares, including the right to vote the Tiny Shares; (b) prohibit or restrict the Transaction, or the ownership or operation by WeCommerce or its Subsidiaries of a material portion of the business or assets of WeCommerce and its Subsidiaries, Tiny or any of its Subsidiaries, or compel WeCommerce or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of WeCommerce and its Subsidiaries, Tiny or any of its Subsidiaries as a result of the Transaction or the transactions contemplated by the Amalgamation Agreement; or (c) prevent or materially delay the consummation of the Transaction, or if the Transaction is consummated, have a Material Adverse Effect in respect of Tiny or a Material Adverse Effect in respect of WeCommerce.
• (f) Since the date of the Amalgamation Agreement, there will have not occurred or have been disclosed to the public (if previously undisclosed to the public) a Material Adverse Effect in respect of Tiny.

Conditions in favour of Tiny

The closing of the Transaction is subject to the following terms and conditions for the exclusive benefit of Tiny, to be fulfilled or performed at or prior to the Effective Time:

• (a) The representations and warranties of WeCommerce set forth in set forth in Section 3.2(1)(b) [Organization and Qualification], Section 3.2(1)(c) [Authority Relative to the Agreement], Section 3.2(1)(f) [Capitalization], Section 3.2(1)(aa) [Authorizations], and Section 3.2(1)(ii) [Brokers] of Schedule "C" of the Amalgamation Agreement were true and correct as of the date of the Amalgamation Agreement and are true and correct as of the Effective Time, and all other representations and warranties of WeCommerce set forth in the Amalgamation Agreement were true and correct as of the date of the Amalgamation Agreement and are true and correct as of the Effective Time in all respects, except where any failure or failures of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of WeCommerce (disregarding any materiality or "Material Adverse Effect in respect of WeCommerce" qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in such a Material Adverse Effect in respect of WeCommerce), in each case except for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date, and WeCommerce has delivered a certificate confirming same to Tiny, executed by two senior officers of WeCommerce (in each case without personal liability) addressed to Tiny and dated the Effective Date.
• (b) WeCommerce has fulfilled or complied in all material respects with each of the covenants of WeCommerce contained in the Amalgamation Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and WeCommerce has delivered a certificate confirming same to Tiny, executed by two senior officers of WeCommerce (in each case without personal liability) addressed to Tiny and dated the Effective Date.

(c) Since the date of the Amalgamation Agreement, there will have not occurred or have been disclosed to the public (if previously undisclosed to the public) a Material Adverse Effect in respect of WeCommerce.

Notice and Cure

The Amalgamation Agreement provides that each Party will promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence would, or would be reasonably likely to:

• (a) cause any of the representations or warranties of such Party contained in the Amalgamation Agreement to be untrue or inaccurate in any material respect at any time from the date of the Amalgamation Agreement to the Effective Time if such failure to be true or accurate would cause any condition in Sections 6.2(1) [Tiny Representations and Warranties Conditions] or Section 6.3(1) [WeCommerce Representations and Warranties Conditions] of the Amalgamation Agreement, as applicable, to not be satisfied;
• (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under the Amalgamation Agreement if such failure to comply would cause any condition in Sections 6.2(2) [Tiny Covenants Condition] or 6.3(2) [WeCommerce Covenants Condition] of the Amalgamation Agreement, as applicable, to not be satisfied; or
• (c) result in the failure to satisfy any of the conditions precedent in favour of the other Parties contained in Sections 6.1, 6.2 and 6.3 of the Amalgamation Agreement, as the case may be.

Notification provided under Section 4.8 of the Amalgamation Agreement will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under the Amalgamation Agreement.

WeCommerce may not elect to exercise its right to terminate the Amalgamation Agreement pursuant to Sections 7.2(1)(d)(i) or 7.2(1)(d)(iii) and Tiny may not elect to exercise its right to terminate the Amalgamation Agreement pursuant to Sections 7.2(1)(c)(i) or 7.2(1)(c)(iii) and unless the Terminating Party has delivered a Termination Notice to the Breaching Party specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any intentional breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) 10 Business Days following receipt of such Termination Notice by the Breaching Party (if the matters referenced in the Termination Notice has not been cured by such date).

If the Terminating Party delivers a Termination Notice prior to the date of the WeCommerce Meeting, unless Tiny and WeCommerce agree otherwise, WeCommerce will, to the extent permitted by Law, postpone or adjourn the Meeting to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.

Additional Covenants Regarding Non-Solicitation

Except as expressly provided in the Amalgamation Agreement, WeCommerce will not, directly or indirectly, through any of its Subsidiaries or any of its or their respective officers, directors, employees, representatives (including any financial or other adviser) or agents, and will not permit any such Person to:

(a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

• (b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Tiny and its Subsidiaries) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that WeCommerce may communicate with any Person for purposes of (i) advising such Person of the non-solicitation restrictions in the Amalgamation Agreement, or (ii) advising such Person that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Superior Proposal; or
• (c) make a Change in Recommendation other than following the occurrence of a Material Adverse Effect in respect of WeCommerce or Tiny.

The Amalgamation Agreement requires WeCommerce to, and to cause its Subsidiaries and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced on or prior to the date of the Amalgamation Agreement with any Person (other than Tiny and its Subsidiaries) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith WeCommerce will:

• (a) promptly discontinue access to and disclosure of all confidential information, including any data room and any confidential information, properties, facilities, books and records of WeCommerce or any Subsidiary; and
• (b) within two Business Days of the date of the Amalgamation Agreement, to the extent it is permitted to do so, request, and use commercially reasonable efforts to exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding WeCommerce or any Subsidiary of WeCommerce provided to any such Person other than Tiny and its Subsidiaries; and (ii) the destruction of such material including or incorporating or otherwise reflecting such confidential information regarding WeCommerce or any Subsidiary, to the extent that such information has not previously been returned or destroyed, provided WeCommerce has the right to request such return or destruction pursuant to a confidentiality agreement that is in force and effect, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

Notification of Acquisition Proposal

If, after the date of the Amalgamation Agreement, WeCommerce or any of its Subsidiaries receives any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to WeCommerce or any Subsidiary in relation to a possible Acquisition Proposal, WeCommerce (a) will promptly notify Tiny, at first orally within 24 hours, and then, and in any event within 48 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and will provide Tiny with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as Tiny may reasonably request in writing; and (b) may contact the Person making such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or request is, or may reasonably be expected to constitute or lead to, a Superior Proposal.

WeCommerce will keep Tiny fully informed on a prompt basis of the status of material developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and will provide Tiny with copies of all material correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to WeCommerce Care by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

If at any time, prior to obtaining the Required Transaction Shareholder Approval at the Meeting, WeCommerce receives an unsolicited written Acquisition Proposal, WeCommerce and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:

• (a) the WeCommerce Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (disregarding for such determination any due diligence or access condition);
• (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or restriction with WeCommerce or its Subsidiaries;
• (c) the Acquisition Proposal did not arise as a result of a violation by WeCommerce of Article 5 [Additional Covenants Regarding Non-Solicitation] of the Amalgamation Agreement;
• (d) prior to providing copies of, access to or disclosure of confidential information, properties, facilities, books or records of WeCommerce or its Subsidiaries, WeCommerce enters into a confidentiality and standstill agreement with such Person on customary terms having a term not less than 12 months, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal and related communication confidentially to the WeCommerce Board; and
• (e) WeCommerce promptly provides Tiny with:
  • (i) prior written notice stating WeCommerce's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;
  • (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in subsection (d) above; and
  • (iii) any non-public information concerning WeCommerce and its Subsidiaries provided to such other Person which was not previously provided to Tiny.

Right to Match

If WeCommerce receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Transaction Shareholder Approval, the WeCommerce Board may, or may cause WeCommerce to make a Change in Recommendation or approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

• (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar agreement or restriction provided that receipt of any confidential proposal submitted directly to the WeCommerce Board (or the WeCommerce Special Committee) will not be deemed to be a breach of Section 5.5(1)(a) of the Amalgamation Agreement;
• (b) the Acquisition Proposal did not arise as a result of a violation by WeCommerce of Article 5 [Additional Covenants Regarding Non-Solicitation] of the Amalgamation Agreement;
• (c) WeCommerce has delivered to Tiny a written notice of the determination of the WeCommerce Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the

WeCommerce Board to enter into such definitive agreement, together with a written notice from the WeCommerce Board regarding the value and financial terms that the WeCommerce Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the "Superior Proposal Notice");

• (d) WeCommerce or its Representatives has provided Tiny a copy of the proposed definitive agreement for the Superior Proposal;
• (e) at least five Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which Tiny received the Superior Proposal Notice and the date on which Tiny received a copy of the proposed definitive agreement for the Superior Proposal from WeCommerce;
• (f) during any Matching Period, Tiny has had the opportunity (but not the obligation) in accordance with the Amalgamation Agreement to offer to amend the Amalgamation Agreement and the Transaction in order for such Acquisition Proposal to cease to be a Superior Proposal;
• (g) after the Matching Period, the WeCommerce Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Transaction as proposed to be amended by Tiny); and
• (h) the WeCommerce Board has determined in good faith, after consultation with WeCommerce's outside legal counsel, that the failure to take the relevant action would be inconsistent with its fiduciary duties.

During the Matching Period, or such longer period as WeCommerce may approve in writing for such purpose (in its sole discretion): (a) the WeCommerce Board will review any offer made by Tiny to amend the terms of the Amalgamation Agreement in good faith, in consultation with the Company's outside legal counsel and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) if the WeCommerce Board determines such Acquisition Proposal would cease to be a Superior Proposal as a result of such amendment, WeCommerce will negotiate in good faith with Tiny to make such amendments to the terms of the Amalgamation Agreement as would enable Tiny to proceed with the transactions contemplated thereby on such amended terms. If the WeCommerce Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company will promptly so advise Tiny and WeCommerce and Tiny will amend the Amalgamation Agreement to reflect such offer made by Tiny, and will take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the WeCommerce Shareholders or other material terms or conditions thereof will constitute a new Acquisition Proposal for the purposes of Section 5.5 of the Amalgamation Agreement, and Tiny will be afforded a new five Business Day Matching Period from the later of the date on which Tiny received the new Superior Proposal Notice from WeCommerce and the date on which Tiny received a copy of the proposed definitive agreement for the new Superior Proposal from WeCommerce.

At Tiny's reasonable request, the WeCommerce Board will promptly reaffirm the WeCommerce Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or if the WeCommerce Board determines that a proposed amendment to the terms of the Amalgamation Agreement as contemplated under Section 5.5(2) of the Amalgamation Agreement would result in an Acquisition Proposal which has been publicly announced no longer being a Superior Proposal. WeCommerce will provide Tiny and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and will consider all reasonable comments to such press release as requested by Tiny and its outside legal counsel.

If the Company provides a Superior Proposal Notice to Tiny after a date that is less than ten Business Days before the Meeting, the Company will either proceed with or will postpone or adjourn the Meeting to a date acceptable to both WeCommerce and Tiny (acting reasonably), that is not more than five Business Days after the scheduled date of the Meeting, but in any event to a date that is not less than 11 Business Days prior to the Outside Date.

Termination of Amalgamation Agreement

The Amalgamation Agreement may be terminated prior to the Effective Time (notwithstanding any approval of the Amalgamation Agreement or the Transaction Resolution by WeCommerce Shareholders) by:

• (a) the mutual written agreement of the Parties; or

• (b) either WeCommerce or Tiny if:

  • (i) the Required Transaction Shareholder Approval is not obtained at the WeCommerce Meeting, provided that a Party may not terminate the Amalgamation Agreement if the failure to obtain the Required Transaction Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Amalgamation Agreement;
  • (ii) after the date of the Amalgamation Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Transaction illegal or otherwise permanently prohibits or enjoins WeCommerce or Tiny from consummating the Transaction, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate the Amalgamation Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Transaction; or
  • (iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Amalgamation Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Amalgamation Agreement; or

• (c) WeCommerce if:

  • (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Tiny under the Amalgamation Agreement occurs that would cause any condition in Section 6.3(1) [Tiny Representations and Warranties Condition] or Section 6.3(2) [Tiny Covenants Condition] of the Amalgamation Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of Section 4.8(3) of the Amalgamation Agreement; provided that WeCommerce is not then in breach of the Amalgamation Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [WeCommerce Representations and Warranties Condition] or Section 6.2(2) [WeCommerce Covenants Condition] of the Amalgamation Agreement not to be satisfied;
  • (ii) prior to obtaining the Required Transaction Shareholder Approval, the WeCommerce Board makes a Change in Recommendation or WeCommerce enters into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3 of the Amalgamation Agreement) with respect to a Superior Proposal in accordance with Section 5.3 of the Amalgamation Agreement, provided WeCommerce is then in compliance with Article 5 of the Amalgamation Agreement, in all material respects; or

• (iii) since the date of the Amalgamation Agreement, there has occurred and is continuing a Tiny Material Adverse Effect which is incapable of being cured on or prior to the Outside Date; or

• (d) Tiny if:

  • (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of WeCommerce under the Amalgamation Agreement occurs that would cause any condition in Section 6.2(1) [WeCommerce Representations and Warranties Condition] or Section 6.2(2) [WeCommerce Covenants Condition] of the Amalgamation Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.8(3) of the Amalgamation Agreement; provided that Tiny is not then in breach of the Amalgamation Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Tiny Representations and Warranties Condition] or Section 6.3(2) [Tiny Covenants Condition] not to be satisfied;
  • (ii) the WeCommerce Board or the WeCommerce Special Committee (A) fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, in a manner adverse to Tiny, the WeCommerce Board Recommendation, (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend or takes no position or a neutral position, in each case with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Meeting, if sooner), (C) enters into (other than a confidentiality agreement permitted by and in accordance with Section 5.3 of the Amalgamation Agreement) or publicly proposes to enter into, any agreement, letter of intent, or Contract in respect of an Acquisition Proposal; (D) fails to publicly reaffirm the WeCommerce Board Recommendation (without qualification) within five Business Days after having been requested in writing by Tiny to do so, acting reasonably (collectively, a "Change in Recommendation"), or (E) WeCommerce breaches Article 5 [Additional Covenants Regarding Non-Solicitation] of the Amalgamation Agreement in any material respect; or
  • (iii) since the date of the Amalgamation Agreement, there has occurred and is continuing a Material Adverse Effect in respect of WeCommerce, which is incapable of being cured on or prior to the Outside Date.

The Party desiring to terminate the Amalgamation Agreement will give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

WeCommerce is providing the unaudited pro forma combined financial statements under Appendix I to aid in analysis of the financial aspects of the Transaction and related transactions. The unaudited pro forma combined financial statements are based on the historical consolidated financial statements of WeCommerce and the historical combined consolidated financial statements of Tiny, as adjusted to give effect to the Transaction. The unaudited pro forma combined balance sheets are as at September 30, 2022 and give effect to the Transaction as if it had occurred September 30, 2022. The unaudited pro forma combined statement of income for the nine months ended September 30, 2022 and the year ended December 31, 2021 give effect to the Transaction as if it had occurred on January 1, 2021.

The pro forma financial statements do not necessarily reflect what the Resulting Issuer's financial condition or results of operations would have been had the Transaction occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the Resulting Issuer. The actual financial condition and results of operations of the Resulting Issuer may differ significantly from the pro forma amounts reflected herein due to a variety of factors, including differences in accounting policies, elections, and estimates.

SECURITIES LAW MATTERS

The following is a brief summary of the Canadian securities law considerations applying to the transactions contemplated herein not discussed elsewhere in this Circular.

Application of TSXV Policy 5.9 and MI 61-101

WeCommerce is a reporting issuer (or its equivalent) in all of the provinces of Canada and the WeCommerce Shares are listed on the TSXV, accordingly, WeCommerce is subject to the applicable Securities Laws of such provinces and regulatory bodies, including MI 61-101 which has been adopted in Ontario and certain other provinces of Canada. WeCommerce is also subject to TSXV Policy 5.9 which incorporates the requirements of MI 61-101. MI 61-101 regulates transactions which raise the potential for conflicts of interest, including issuer bids, insider bids, related party transactions and business combinations, to ensure the protection and fair treatment of all securityholders. MI 61-101 generally requires enhanced disclosure, approval by a majority of the minority securityholders excluding interested parties, related parties of interested parties and their joint actors and, in certain circumstances, independent valuations.

Under MI 61-101, a "related party" includes a control person of the entity, directors, executive officers and shareholders holding over 10% of the voting rights attached to the voting securities of the issuer. Andrew Wilkinson is a significant shareholder of WeCommerce and Mr. Wilkinson and Chris Sparling are directors and co-CEOs of WeCommerce, and together own approximately 98% of Tiny Shares prior to the Transaction. Mr. Sparling does not own or exercise control or direction over, directly or indirectly, any WeCommerce Shares. As indicated below, Mr. Wilkinson owns, or exercises control or direction over, directly or indirectly, approximately 27.9% of WeCommerce Shares (on an undiluted basis). As a result, Andrew Wilkinson, Chris Sparling and their affiliated entities are "related parties" of the Company for the purposes of MI 61-101 and TSXV Policy 5.9.

Name of Shareholder	Title	Number of WeCommerce SharesHeld, or over which Control orDirection is Exercised, Directlyor Indirectly	Percentage of WeCommerceShares Beneficially Owned, orover which Control or Directionis Exercised, Directly orIndirectly
Andrew Wilkinson(1)	Director	11,681,178 WeCommerce Shares	27.9%
Chris Sparling	ExecutiveChairmanand Director	Nil.	Nil.

Note:

(1) Mr. Wilkinson controls Tiny Holdings Ltd. which holds 11,147,502 WeCommerce Shares and Wilkinson Ventures Ltd. which holds 533,676 WeCommerce Shares.

The Transaction is considered a "related party transaction" for the purposes of MI 61-101 because the Company will issue WeCommerce Shares to certain related parties pursuant to the Transaction.

Minority Approval Requirements

As the Transaction is a "related party transaction" under MI 61-101, the minority shareholder approval requirements of MI 61-101 and TSXV Policy 5.9 apply. The Required Transaction Shareholder Approval is intended to satisfy the minority shareholder approval requirements of MI 61-101.

MI 61-101 provides that, a related party transaction is subject to "minority approval" (as defined in MI 61-101, being a simple majority of the votes (50% + 1) cast by "minority" shareholders of each class of affected securities (as defined in MI 61- 101)), unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities. In relation to the approval of the Transaction, "minority approval" requires the approval of a simple majority (50% + 1) of the holders of WeCommerce Shares, other than WeCommerce Shares beneficially owned, or over which control or direction is exercised by: (a) the issuer; (b) an "interested party" (as defined in MI 61-101); (c) a "related party" to such interested party within the meaning of MI 61-101 (subject to certain exceptions); and (d) any person that is a joint actor with any party referred to in (b) or (c).

The votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Mr. Wilkinson will be excluded for the purposes of determining "minority approval" for the Transaction under MI 61-101. As of the Record Date, Mr. Wilkinson (including any related party or joint actor of Mr. Wilkinson) beneficially owns, or exercises control or direction over, 11,681,178 WeCommerce Shares (representing approximately 27.9% of the WeCommerce Common Shares (on an undiluted basis)).

Prior Valuations

To the knowledge of the Company and its directors and officers, after reasonable enquiry, there have been no "prior valuations" (as such term is defined in MI 61-101) prepared in respect of the Company within the 24 months prior to the date of this Circular.

Formal Valuation

Since the Transaction constitutes a "related party transaction" under MI 61-101 and TSXV Policy 5.9, the Company is required to obtain a formal valuation in respect of the Transaction, unless an exemption to the requirement is available under MI 61-101. Given that the securities of the Company are listed on the TSXV, the Company is relying upon the exemption described in Section 5.5(b) of MI 61-101 (Issuer Not Listed on Specified Markets), which provides that an issuer is exempt from the formal valuation requirement if none of its securities are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the AIM Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group PLC.

While the Company will rely on the exemption contained in section 5.5(b) of MI 61-101 (Issuer Not Listed on Specified Markets) by virtue of the fact that the WeCommerce Shares are listed exclusively on the TSXV, the WeCommerce Special Committee commissioned the Fairness Opinion from the Financial Advisor.

See "The Transaction — Fairness Opinion".

See "Appendix F — Additional Information Concerning WeCommerce Prior to the Transaction" for additional disclosure regarding WeCommerce required under MI 61-101.

REGULATORY MATTERS

Stock Exchange Matters

The WeCommerce Shares are currently listed and posted for trading on the TSXV under the symbol "WE". Following completion of the Transaction, Tiny will become a wholly-owned subsidiary of WeCommerce. WeCommerce applied, and received, conditional approval of the TSXV to list the WeCommerce Shares issued to holders of Tiny Shares in connection with the Transaction (including the Consideration Shares and the WeCommerce Shares issuable upon the vesting of WeCommerce RSUs issued in exchange for Tiny RSUs) on the TSXV. Listing of such WeCommerce Shares issued to holders of Tiny Shares in connection with the Transaction remains subject to final acceptance of the TSXV.

WeCommerce expects to change its name to "Tiny Ltd." or such other name as the Resulting Issuer may determine in its sole discretion, subject to the approval of the Continuance Resolution, in compliance with applicable law and as may be acceptable to the TSXV and the regulatory authorities of WeCommerce in the applicable jurisdictions.

Following closing of the Transaction and the Post-Closing Reorganization, the Resulting Issuer Shares are expected to be listed on the TSXV under the trading symbol "TINY".

Name Change

Pursuant to its current Articles, the Company may by resolution of the directors alter its Notice of Articles to change its name. In this regard, the Board has conditionally approved a change of the Company's name to "Tiny Ltd.", subject to acceptance by the TSXV, and further resolution of the directors (the "Name Change").

If all necessary approvals are obtained, including the approval of the Continuance Resolution, the Company currently anticipates proceeding with the Name Change in connection with the Continuance, and the Articles of Continuance attached hereto therefore contemplates that the name of the Company shall, upon Continuance, be "Tiny Ltd." (or such other name as may be acceptable to the TSXV and as the WeCommerce Board may in its discretion hereafter approve).

CONTINUATION UNDER THE CANADA BUSINESS CORPORATIONS ACT

At the Meeting, WeCommerce Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Continuance Resolution to approve, inter alia, the Continuance.

See "Continuation Under the Canada Business Corporations Act – Required Continuance Shareholder Approval". A copy of the Continuance Resolution is set out in Appendix D.

If the Continuance Resolution is approved at the Meeting, subject to the discretion of the board of directors to decide otherwise, the Company intends to file the articles of continuance pursuant to Section 187 of the CBCA ("Articles of Continuance") to continue the Company under the provisions of the CBCA as soon as practicable after the Meeting. The Continuance will be effected on the date of the certificate of continuance, which shall be issued by the Director under the CBCA upon receipt of the Articles of Continuance. The Company will then file notice with the Director in British Columbia of the Continuance, at which point the Director in British Columbia, upon being satisfied with the continuance under the CBCA and that no creditors or shareholders will be adversely effected, will file notice and issue a certificate of discontinuance. The BCBCA will cease to apply to the Company on the date of the certificate of discontinuance, which shall be dated the same date as the certificate of continuance under the CBCA.

Notwithstanding the approval of the Continuance Resolution, the WeCommerce Board may, without further approval of the WeCommerce Shareholders, abandon the application for continuance at any time prior to the issuance of a certificate of continuance by the Director under the CBCA.

The Continuance will affect certain of the rights of WeCommerce Shareholders as they currently exist under the BCBCA. WeCommerce Shareholders should consult their legal advisors regarding implications of the Continuance which may be of particular importance to them.

The CBCA permits companies incorporated in the provinces of Canada to be continued into the federal jurisdiction of Canada. On Continuance, the BCBCA will cease to apply to the Resulting Issuer and the Resulting Issuer will thereupon become subject to the CBCA, as if it had originally incorporated under the jurisdiction of the federal laws of Canada. The Continuance will not create a new legal entity, affect the continuity of the Resulting Issuer, result in a change of its business, or affect the share capital of the Resulting Issuer.

Corporate Governance Differences

The following is a summary only of certain differences between the CBCA, the statute that will govern the corporate affairs of the Company upon the Continuance, and the BCBCA, the statute which currently governs the corporate affairs of the Company. This summary is not exhaustive and WeCommerce shareholders are advised to review the full text of the CBCA and consult their legal advisors regarding the implications of the Continuance.

In general terms, the BCBCA provides to the shareholders substantively the same rights as are available to the shareholders under the CBCA, including rights of dissent and appraisal and rights to bring derivative actions and oppression actions, and is consistent with corporate legislation in most other Canadian jurisdictions. There are, however, important differences concerning the qualifications of directors and certain shareholder remedies. The following is a summary comparison of certain provisions of the BCBCA and the CBCA which pertain to rights of WeCommerce Shareholders. This summary is not intended to be exhaustive and WeCommerce Shareholders should consult their legal advisers regarding all of the implications of the Continuance. A copy of the Resulting Issuer's proposed articles and by-laws are attached hereto as Appendix J and available for review at the registered and records office of the Company.

Charter Documents

Under the BCBCA, the charter documents consist of a Notice of Articles, which sets forth, among other things, the name of the corporation and the amount and type of authorized capital, and indicates if there are any rights and restrictions attached to the issued shares, and Articles, which govern the management of the Company. The Notice of Articles is filed with the British Columbia Registrar of Companies, and the Articles are filed only with the Company's registered and records office.

Similarly, under the CBCA, the Company will have Articles of Incorporation, which will set forth, among other things, the name of the corporation and the amount and type of authorized capital, and Bylaws, which govern the management of the Company. The Articles of Incorporation will be filed with Corporations Directorate, Industry Canada, and the Bylaws will only be filed with the Company's registered and records office.

The Continuance and the adoption of the Articles and Bylaws will not result in any material changes to the constitution, powers or management of the Company, except as otherwise described herein*.*

Ability to Set Necessary Levels of Shareholder Consent

Under the BCBCA, a corporation, in its articles, can establish levels for various shareholder approvals (other than those prescribed by the BCBCA). The percentage of votes required for a "special resolution" can be specified in the articles and may be no less than two-thirds and no more than three-quarters of the votes cast. The CBCA does not provide for flexibility on shareholder approvals, which are either ordinary resolutions passed by a majority of the votes cast or, where specified in the CBCA, special resolutions which must be passed by two-thirds of the votes cast.

Amendments to Charter Documents

Under the BCBCA, fundamental changes such as a proposed amalgamation or continuation of a corporation out of the jurisdiction require a special resolution passed by two-thirds (662∕3%) of the votes cast on the resolution by holders of shares of each class entitled to vote at a general meeting of the Company.

Under the CBCA, such changes would require a special resolution passed by not less than two-thirds (662∕3%) of the votes cast by the shareholders voting on the resolution authorizing the alteration and, where certain specified rights of the holders of a class or series of shares are affected differently by the alteration than the right of the holders of other classes of shares, or in the case of a series of shares, in a manner different from other shares of the same class, a special resolution passed by not less than two-thirds (662∕3%) of the votes cast by the holders of shares of each class, or series, as the case may be, whether or not they are entitled to vote.

Change of Name and Consolidation

The CBCA provides that a special resolution is required in order to change a corporation's name or to consolidate or split its issued and outstanding capital. Under the BCBCA, if specified in a corporation's articles, such changes may be approved by a directors' resolution.

Sale of Undertaking

Under the BCBCA, a corporation may sell, lease or otherwise dispose of all or substantially of the undertaking of the corporation if it does so in the ordinary course of its business or if it has been authorized to do so by a special resolution passed by the majority of votes that the Articles of the corporation specify is required (being at least two-thirds (662∕3%) and not more than three-quarters of the votes cast on the resolution) or, if the Articles do not contain such a provision, a special resolution passed by at least two-thirds (662∕3%) of the votes cast on the resolution.

The CBCA requires approval of the holders of the shares of a corporation represented at a duly called meeting by not less than two-thirds (662∕3%) of the votes cast upon a special resolution for a sale, lease or exchange of all or substantially all of the property (as opposed to the "undertaking") of the corporation, other than in the ordinary course of business of the corporation. Each share of the corporation carries the right to vote in respect of a sale, lease or exchange of all or substantially all of the property of the corporation whether or not it otherwise carries the right to vote. Holders of shares of a class or series can vote only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series. While the shareholder approval thresholds will be the same under the BCBCA and the CBCA, there are differences in the nature of the sale which requires such approval, i.e., a sale of all or substantially all of the "undertaking" under the BCBCA and of all or substantially all of the "property" under the CBCA.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders who dissent to certain actions being taken by a corporation may exercise a right of dissent and require the corporation to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable in respect of:

• (a) a resolution to alter the Articles to alter restrictions on the powers of the corporation or on the business it is permitted to carry on;
• (b) a resolution to adopt an amalgamation agreement;
• (c) a resolution to approve an amalgamation into a foreign jurisdiction;
• (d) a resolution to approve an arrangement, the terms of which arrangement permit dissent;
• (e) a resolution to authorize the sale, lease or other disposal of all or substantially all of the undertaking of the corporation;
• (f) a resolution to authorize the continuation of the corporation into a jurisdiction other than British Columbia;
• (g) any other resolution, if dissent is authorized by the resolution; or
• (h) any court order that permits dissent.

The CBCA contains a similar dissent remedy, subject to certain qualifications. Under the BCBCA and the CBCA, there is no right of dissent in respect of an amalgamation between a corporation and its wholly-owned subsidiary, or between wholly-owned subsidiaries of the same corporation. The CBCA also contains a dissent remedy where a corporation resolves to amend its Articles to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of a class.

Oppression Remedies

Under the BCBCA, a shareholder of a corporation has the right to apply to the court on the grounds that:

(a) the affairs of the corporation are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders, including the applicant; or

(b) some act of the corporation has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, including the applicant. On such an application, the court may make any interim or final order it considers appropriate including an order to prohibit any act proposed by the corporation.

The CBCA contains rights that are substantially broader in that they are available to a larger class of complainants. Under the CBCA a shareholder, former shareholder, director, former director, officer, or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of the court, is a proper person to seek an oppression remedy, may apply to the court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates, any act or omission of the corporation or its affiliates effects a result, the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or the powers of the directors of the corporation or its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director, or officer.

Shareholder Derivative Actions

Under the BCBCA, a shareholder or director of a corporation may, with leave of the court, bring an action in the name and on behalf of the corporation to enforce a right, duty or obligation owed to the corporation that could be enforced by the corporation itself or to obtain damages for any breach of such a right, duty or obligation.

A broader right to bring a derivative action is contained in the CBCA, and this right also extends to officers, former shareholders, former directors and former officers of a corporation or its affiliates, and any person, who, in the discretion of the court, is a proper person to make an application to the court to bring a derivative action. In addition, the CBCA permits derivative actions to be commenced, with leave of the court, in the name and on behalf of a corporation or any of its subsidiaries.

Requisition of Meetings

The BCBCA provides that one or more shareholders of a corporation holding not less than 5% of the issued voting shares of the corporation may give notice to the directors requiring them to call and hold a general meeting within four months.

The CBCA permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of shareholders of a corporation for the purposes stated in the requisition. If the directors do not call a meeting within 21 days on receiving the requisition, any shareholder who signed the requisition may call the meeting.

Form and Solicitation of Proxies, Information Circular

Under the BCBCA, the management of a public corporation, concurrently with sending a notice of meeting of shareholders, must send a form of proxy to each shareholder who is entitled to vote at the meeting as well as an information circular containing prescribed information regarding the matters to be dealt with at the meeting. The required information is substantially the same as the requirements that apply to the corporation under applicable securities laws. The BCBCA does not place any restriction on the method of soliciting proxies.

The CBCA also contains provisions prescribing the form and content of notices of meeting and information circulars. Under the CBCA, a person who solicits proxies, other than by or on behalf of management of the corporation, must send a dissident's proxy circular in prescribed form to each shareholder whose proxy is solicited, to each director and to the corporation. Pursuant to the CBCA a person may solicit proxies without sending a dissident's proxy circular if either (i) the total number of shareholders whose proxies solicited is 15 or fewer (with two or more joint holders being counted as one shareholder), or (ii) the solicitation is, in certain prescribed circumstances, conveyed by public broadcast, speech or publication.

Place of Meetings

The BCBCA provides that meetings of shareholders may be held at the place outside of British Columbia provided by the Articles, or approved in writing by the British Columbia Registrar of Companies before any such meeting is held, or approved by an ordinary resolution (provided such a location outside of British Columbia is not restricted as a location for meetings under the Articles). The BCBCA further provides that electronic meetings of shareholders are permitted, unless the constating documents provide otherwise.

The CBCA provides that meetings of shareholders may be held at the place outside of Canada provided by the Articles, or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place. The CBCA further provides that electronic meetings of shareholders are permitted if the bylaws of the company so provide.

Directors

Both the BCBCA and CBCA provide that a public corporation must have a minimum of three directors.

While the BCBCA does not have any Canadian or provincial residency requirements for directors, the CBCA requires that at least 25% of directors of a corporation must be resident Canadians.

Diversity Disclosure

The CBCA provides that prescribed information respecting diversity among the directors and among the members of senior management is required to be placed before shareholders of a CBCA company at annual shareholder meetings and such disclosure is required to be filed with Corporations Canada.

The BCBCA does not have any diversity disclosure requirements.

Majority Voting Requirement

The CBCA provides that reporting issuers must allow shareholders to vote "for" or "against" individual director nominees in an uncontested election, rather than "for" or "withhold". Subject to the issuer's articles, where only one nominee is up for election for each board seat and less than 50% of the votes cast by shareholders are "for" a particular director nominee, such nominee will not be elected as a director.

The BCBCA does not have any majority voting requirements.

Meaning of "Insolvent"

Under the BCBCA, for purposes of the insolvency test that must be passed for the payment of dividends and purchases and redemptions of shares, "insolvent" is defined to mean when a corporation is unable to pay its debts as they become due in the ordinary course of its business. Unlike the CBCA, the BCBCA does not impose a net asset solvency test for these purposes. For purposes of proceedings to dissolve or liquidate, the definition of "insolvent" from federal bankruptcy legislation applies.

Under the CBCA, a corporation may not pay dividends or purchase or redeem its shares if there are reasonable grounds for believing (i) it is or would be unable to pay its liabilities as they become due; or (ii) it would not meet a net asset solvency test. The net asset solvency tests for different purposes vary somewhat.

Reduction of Capital

Under the BCBCA, capital may be reduced by special resolution or court order. A court order is required if the realizable value of the corporation's assets would, after the reduction of capital, be less than the aggregate of its liabilities.

Under the CBCA, capital may be reduced by special resolution but not if there are reasonable grounds for believing that (i) the corporation is, or would after the reduction be, unable to pay its liabilities as they become due, or (ii) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities.

Shareholder Proposals

The BCBCA includes a more detailed regime for shareholders' proposals than the CBCA. For example, a person submitting a proposal must have been the registered or beneficial owner of one or more voting shares for at least two years before signing the proposal. In addition, the proposal must be signed by shareholders who, together with the submitter, are registered or beneficial owners of (i) at least 1% of the corporation's voting shares, or (ii) shares with a fair market value exceeding an amount prescribed by regulation (at present, $2,000).

The CBCA allows a person who, for at least the prescribed period, has been a registered holder or beneficial owner of at least the prescribed number of outstanding shares to submit a notice of a proposal.

Compulsory Acquisition

The CBCA provides a right of compulsory acquisition for an offeror that acquires 90% of the target securities pursuant to a take-over bid or issuer bid, other than securities held at the date of the bid by or on behalf of the offeror.

The BCBCA provides a substantively similar right although there are differences in the procedures and process. Unlike the CBCA, the BCBCA provides that where an offeror does not use the compulsory acquisition right when entitled to do so, a securityholder who did not accept the original offer may require the offeror to acquire the securityholder's securities on the same terms contained in the original offer*.*

Expected Amendments to the CBCA

Future amendments to the CBCA are expected to come into force to allow for notice-and-access, require say-on-pay resolutions and mandate disclosure with respect to clawback policies.

Status as a British Columbia Corporation

Currently, the Company's authorized capital consists of an unlimited number of Class "A" common shares. If the Company's shareholders approve the Continuance, the Company will continue to have authorized capital of an unlimited number of common shares.

As a CBCA corporation, the Company's charter documents will consist of Articles of Incorporation and Bylaws. On completion of the Continuance, the Company will cease to be governed by the BCBCA and will thereafter be deemed to have continued under the CBCA. As part of the Continuance Resolution, the Company's shareholders will be asked to approve the adoption of Articles and Bylaws which comply with the requirements of the CBCA, copies of which are attached hereto as Appendix J.

Dividends

Under the BCBCA, a corporation may pay dividends to its shareholders by shares or property, including money, unless the corporation is insolvent or the payment of the dividends would render the corporation insolvent.

Under the CBCA, a corporation may pay dividends in the same forms as are permitted under the BCBCA, however, a corporation must not pay dividends if the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

Advance Notice Procedures

The Resulting Issuer's proposed by-laws will provide that shareholders seeking to nominate candidates for election

as directors must provide timely notice in writing. To be timely, a shareholder's notice must be received by the Resulting Issuer: (a) in the case of an annual meeting of shareholders, not less than 30 days nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by a shareholder may be made not later than the close of business on the 10th day following the Notice Date; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made, provided that, in either instance, if the Resulting Issuer uses "notice-and-access" (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in connection with a meeting of the shareholders described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not less than 40 days prior to the date of the applicable meeting.

Such advance notice provisions will be designed to: (a) facilitate orderly and efficient meetings of shareholders; (b) ensure that all shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (c) allow shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.

As a whole, these provisions are intended to provide shareholders, directors and the Resulting Issuer's management with a clear framework for nominating directors. These provisions could also have the effect of delaying until the next shareholder meeting the nomination of certain persons for director that are favoured by the holders of a majority of the Resulting Issuer's outstanding voting securities.

Other than the advance notice procedures summarized above, the Resulting Issuer's proposed by-laws will have terms that are customary for corporations incorporated under the CBCA.

The summary of the advance notice requirements under the Resulting Issuer's proposed by-laws described above is qualified in its entirety by reference to the full text of the Resulting Issuer's proposed by-laws, a copy of which are attached hereto as Appendix J.

Required Continuance Shareholder Approval

To be effective, the Continuance Resolution must receive the Required Continuance Shareholder Approval.

WECOMMERCE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE CONTINUANCE RESOLUTION IN THE ABSENCE OF DIRECTIONS TO THE CONTRARY FROM THE WECOMMERCE SHAREHOLDER APPOINTING THEM.

Rights of Dissent

A Registered WeCommerce Shareholder is entitled to dissent and be paid the fair value of such shareholder's WeCommerce Shares if such shareholder objects to the Continuance Resolution and the Continuance becomes effective. However, a Registered WeCommerce Shareholder is not entitled to dissent with respect to any of such shareholder's WeCommerce Shares in the event of the approval of the Continuance Resolution and the subsequent Continuance, if that Registered WeCommerce Shareholder has voted any such shares beneficially owned by such shareholder in favour of the Continuance Resolution. If Registered WeCommerce Shareholders exercise material dissent rights in respect of the Continuance Resolution, the Company may choose not to proceed with the Continuance notwithstanding that it has been approved by WeCommerce Shareholders.

To exercise the right of dissent, a Registered WeCommerce Shareholder must give written notice of this dissent to the Company by giving a written objection to the Continuance Resolution to the Company's registered office at least two days prior to the Meeting and such notice of dissent must strictly comply with the requirements of the BCBCA.

A Registered WeCommerce Shareholder who complies with the dissenting shareholder provisions of the BCBCA is entitled to be paid by the Company the fair value of the WeCommerce Shares held by such shareholder in respect of which such shareholder dissents, determined immediately before the passing of the Continuance Resolution and excluding any appreciation or depreciation in anticipation of the Continuance (unless exclusion would be inequitable).

A dissenting Registered WeCommerce Shareholder may only claim with respect to all of the WeCommerce Shares held by such shareholder or on behalf of any one beneficial owner and registered in the name of such dissenting shareholder.

If the dissenting Registered WeCommerce Shareholder and the Company are unable to agree on the fair value of the shares, either party may apply to the Supreme Court (British Columbia) to fix the fair value. The complete text of Division 2 of Part 8 of the BCBCA is attached to this Circular as Appendix E.

RISK FACTORS RELATING TO THE TRANSACTION

WeCommerce Shareholders should carefully consider all of the information disclosed or referred to in this Circular prior to voting on the matters being put before them at the Meeting. In addition to the other information presented in this Circular, the following risk factors should be given special consideration.

Risks Related to the Transaction

There can be no assurance that all of the conditions precedent to closing of the Transaction will be satisfied.

The completion of the Transaction is subject to a number of conditions precedent set out in the Amalgamation Agreement, some of which are outside of WeCommerce's control.

For example, the completion of the Transaction by WeCommerce and Tiny is conditional on, among other things, no material adverse effect having occurred or having been disclosed to the public (if previously undisclosed to the public) in respect of the other Party and the Key Regulatory Approvals and/or required consents, authorizations or approvals being obtained.

There can be no certainty, nor can WeCommerce provide any assurance, that all conditions precedent to the Transaction set out in the Amalgamation Agreement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived and, accordingly, the Transaction may not be completed.

If the Transaction is not approved by the WeCommerce Shareholders, or the Transaction is otherwise not completed, then the market price for the WeCommerce Shares may decline.

If the Transaction is not approved by the WeCommerce Shareholders, or if, for any reason, the Transaction is not completed or its completion is materially delayed and/or the Amalgamation Agreement is terminated, then the market price of the WeCommerce Shares may decline to the extent that the current market price of the WeCommerce Shares reflects an assumption by the market that the Transaction will be completed. Depending on the reasons for terminating the Amalgamation Agreement, WeCommerce's business, financial condition or results of operations could also be subject to various material adverse consequences. There can be no assurance that the Amalgamation Agreement will not be terminated by WeCommerce or Tiny in certain circumstances.

Each of WeCommerce and Tiny has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Amalgamation Agreement. Accordingly, there can be no certainty, nor can WeCommerce provide any assurance that the Amalgamation Agreement will not be terminated by either of WeCommerce or Tiny prior to the completion of the Transaction. Additionally, any termination will result in the failure to realize the expected benefits of the Transaction in respect of the operations and business of WeCommerce and Tiny.

The uncertainty surrounding the Transaction could negatively impact WeCommerce's current and future operations, financial condition and prospects.

As the Transaction is dependent upon receipt of, and satisfaction or waiver of certain conditions as set out in the Amalgamation Agreement, its completion is uncertain. If the Transaction is not completed for any reason, there are risks that the announcement of the Transaction and the dedication of WeCommerce's resources to the completion thereof could have a negative impact on its relationships with its stakeholders and could negatively impact current and future operations, financial condition and prospects of WeCommerce. In addition, WeCommerce has, and will continue to, incur significant transaction expenses in connection with the Transaction, regardless of whether the Transaction is completed.

Restrictions during the period pending completion of the Transaction could prevent WeCommerce from pursuing business opportunities which may have an adverse effect on WeCommerce.

WeCommerce is subject to customary non-solicitation provisions under the Amalgamation Agreement, pursuant to which, the Company is restricted from soliciting, initiating or knowingly encouraging any acquisition proposal, among other things. The Amalgamation Agreement also restricts the Company from taking specified actions until the Transaction is completed without the consent of Tiny. These restrictions may prevent WeCommerce from pursuing attractive business opportunities that may arise prior to the completion of the Transaction and could have an adverse effect on the business, operating results or prospects of WeCommerce.

Another attractive take-over, merger or business combination may not be available if the Transaction is not completed.

If the Transaction is not completed and is terminated, there can be no assurance that WeCommerce will be able to find a party willing to pay equivalent or more attractive consideration than the consideration to be provided by Tiny under the Transaction or be willing to proceed at all with a similar transaction or any alternative transaction.

WeCommerce will incur costs even if the Transaction is not completed.

Certain costs related to the Transaction, such as legal, accounting and certain financial advisor fees, must be paid by WeCommerce even if the Transaction is not completed. There can be no assurance that WeCommerce will have the funds to pay these costs which would adversely affect the share price of the WeCommerce Shares.

The pending Transaction may divert the attention of WeCommerce's management.

The Transaction could cause the attention of WeCommerce's management to be diverted from the day-to-day operations. These disruptions could be exacerbated by a delay in the completion of the Transaction and could have an adverse effect on the business, operating results or prospects of WeCommerce regardless of whether the Transaction is ultimately completed.

Risks Related to the Resulting Issuer following the Transaction

WeCommerce and Tiny may not integrate successfully.

Tiny intends to integrate WeCommerce's business into its own. However, comprehensive operational and strategic decisions and staffing decisions have not yet been made. As a result, the Transaction will present challenges to management, including the integration of management structures, operations, information technology and accounting systems and personnel of the two companies, and special risks, including possible unanticipated liabilities, unanticipated costs, diversion of management's attention and the loss of key employees or customers.

The ability to realize the benefits of the Transaction may depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on the Resulting Issuer's ability to realize the anticipated growth opportunities and synergies, efficiencies and cost savings from integrating WeCommerce's business into Tiny following completion of the Transaction. The performance of the Resulting Issuer after completion of the Transaction could be adversely affected if the Resulting Issuer cannot retain key employees to assist in the ongoing operations. As a result of these factors, it is possible that the cost reductions and synergies expected will not be realized.

The difficulties that management of the Resulting Issuer encounters in the transition and integration processes could have an adverse effect on the revenues, level of expenses and operating results of the Resulting Issuer. The amount and timing of the synergies the parties hope to realize may not occur as planned. As a result of these factors, it is possible that any anticipated benefits from the Transaction will not be realized.

The pro forma financial statements contained in this Circular are presented for illustrative purposes only and may not be an indication of the Resulting Issuer's financial condition or results of operations following the Transaction for a number of reasons. For example, the pro forma financial statements have been derived from the historical financial statements of WeCommerce and certain adjustments and assumptions have been made regarding the Resulting Issuer after giving effect to the Transaction. The information upon which these adjustments and assumptions have been made is preliminary, and these types of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by WeCommerce and Tiny in connection with the Transaction. For example, the impact of any incremental costs incurred in integrating WeCommerce and Tiny is not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of the Resulting Issuer following the Transaction may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the Resulting Issuer's financial condition or results of operations following the Transaction. Any potential decline in the Resulting Issuer's financial condition or results of operations may cause a significant decrease in the share price of the Resulting Issuer.

Accordingly, a variety of factors, including those risk factors set forth in this Circular, may adversely affect the ability to achieve the anticipated benefits of the Transaction.

There are risks associated with acquisitions generally.

While each of WeCommerce and Tiny conducted due diligence in connection with the Transaction, there are risks inherent in any acquisition. Specifically, there could be unknown or undisclosed risks or liabilities of Tiny for which WeCommerce is not sufficiently indemnified pursuant to the provisions of the Amalgamation Agreement. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Resulting Issuer's financial performance and results of operations. The Resulting Issuer could encounter additional transaction and integration related costs or other factors such as the failure to realize all of the benefits anticipated in the Transaction. All of these factors could cause a delay of the anticipated accretive effect of Transaction and cause a decrease in the market price of the Resulting Issuer Shares.

It may be challenging for the Resulting Issuer to service any additional indebtedness incurred.

The Resulting Issuer may be required to draw down or incur additional indebtedness under its credit facilities or other sources of debt financing. The additional indebtedness will increase the interest payable by the Resulting Issuer from time to time until such amounts are repaid, which will represent an increase in the Resulting Issuer's cost and a potential reduction in its income. In addition, the Resulting Issuer may need to find additional sources of financing to repay this amount when it becomes due, which could have an adverse effect on the Resulting Issuer.

Concentration of Ownership.

Each Resulting Issuer Share is entitled to one vote at meetings of the holders of Resulting Issuer Shares. Andrew Wilkinson and his affiliates will own or control approximately 71% of the issued and outstanding Resulting Issuer Shares upon completion of the Transaction and the Post-Closing Reorganization (on an undiluted basis and assuming aggregate gross proceeds of $5,447,028 are raised pursuant to the Tiny Financing). Accordingly, Mr. Wilkinson (or his permitted transferees) potentially have the ability to control the outcome of matters submitted to the Resulting Issuer's shareholders for approval, including the election and removal of directors and any arrangement or sale of all or substantially all of the assets of the Resulting Issuer.

The concentrated control could delay, defer, or prevent a change of control of the Resulting Issuer, an arrangement involving the Resulting Issuer or sale of all or substantially all of the assets of the Resulting Issuer that its other shareholders support. Conversely, this concentrated control could allow Mr. Wilkinson to consummate such a transaction that the Resulting Issuer's other shareholders do not support. In addition, Mr. Wilkinson may make longterm strategic investment decisions and take risks that may not be successful and may seriously harm the Resulting Issuer's business.

Mr. Wilkinson is expected to serve as a director of the Resulting Issuer and, as such, is involved in the day-to-day management and the implementation of major strategic decisions of the Resulting Issuer, subject to authorization and oversight by the Resulting Issuer Board. If Mr. Wilkinson serves as a board member of the Resulting Issuer, he owes a fiduciary duty to the Resulting Issuer's shareholders and is obligated to act honestly and in good faith with a view to the best interests of the Resulting Issuer. As a shareholder, Mr. Wilkinson is entitled to vote his shares, and shares over which he has voting control, in his own interests, which may not always be in the interests of the Resulting Issuer or the other shareholders of the Resulting Issuer.

If WeCommerce is required to write down goodwill and other intangible assets, its financial condition and results would be negatively affected.

Goodwill and certain other intangible assets are recorded at fair value at the time of acquisition and are not amortized. 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. Goodwill reviews are prepared using estimates of the fair value of reporting units based on the estimated present value of future discounted cash flows. In evaluating the potential for impairment of goodwill and other intangible assets, WeCommerce makes assumptions regarding future operating performance, business trends and market and economic conditions. Such analyses further require WeCommerce to make certain assumptions about, among other things, its sales, operating margins, growth rates and discount rates. Although the Company believes its estimates and assumptions are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results, including, among others, lower than expected growth or profitability, unfavorable regulatory developments or other underlying assumptions could have a significant impact on the fair value of the reporting units and the assessment of goodwill and other intangible assets. The potential impairment or complete write-off of goodwill and other intangible assets may reduce WeCommerce's overall earnings and could negatively affect WeCommerce's balance sheet.

Risks Related to the Operations of Tiny and the Resulting Issuer

Whether or not the Transaction is completed, Tiny will continue to face many of the risks that it currently faces with respect to its business and affairs. If the Transaction is completed, the Resulting Issuer will face many risks, certain of which have been disclosed the section titled "Information Concerning the Resulting Issuer Following the Transaction - Risks Related to the Operations of Tiny and the Resulting Issuer" in Appendix H.

Risks Related to the Operations of WeCommerce

Credit risk exposure.

Credit risk arises where a financial loss would be experienced if a counterparty fails to meet its contractual obligations. WeCommerce's credit risk exposure is primarily as a result of trade receivables which are also subject to industry credit risks. WeCommerce mitigates credit risks by: (i) actively monitoring the financial strength of its customer base through credit processes to minimize the risk of default on receivables; (ii) relying on a due diligence process to approve credit for new and existing customers by assessing the creditworthiness of each customer; and (iii) exploring opportunities to insure certain of its trade receivables. WeCommerce cannot assure that these or any other mitigation efforts taken will be successful in mitigating its credit risk exposure.

Whether or not the Transaction is completed, WeCommerce will continue to face many of the risks that it currently faces with respect to its business and affairs. Certain of these risk factors have been disclosed in WeCommerce's Annual Information Form for the Fiscal Year Ended December 31, 2021 filed with certain Canadian securities regulators on SEDAR.

LEGAL MATTERS

Certain Canadian legal matters in connection with the Transaction will be passed upon by Fasken Martineau DuMoulin LLP, as counsel for Tiny, Osler, Hoskin & Harcourt LLP, as counsel for the WeCommerce Special Committee and Norton Rose Fulbright Canada LLP, as counsel for the Company.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote the WeCommerce Shares represented thereby in accordance with their best judgment on such matter.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting.

See "Securities Law Matters — Application of TSXV Policy 5.9 and MI 61-101" and "Appendix F — Additional Information Concerning WeCommerce Prior to the Transaction".

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at December 31, 2022.

Plan Category	Number of securities tobe issued upon exerciseof outstanding options,warrants and rights(a)	Weight-average exerciseprice of outstandingoptions, warrants andrights(1)(b)	Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(2)(c)
Equity compensationplans approved bysecurityholders	WeCommerce Options:895,927 WeCommerceSharesWeCommerce RSUs:541,442 WeCommerceSharesWeCommerce DSUs:34,778 WeCommerceSharesWeCommerce PSUs:578,380 WeCommerce	$2.85---	2,110,949
Equity compensationplans not approved bysecurityholders	SharesNil.	Nil.	Nil.
Total	2,050,527	$2.85	2,110,949

Notes:

• (1) Calculated in reference only to outstanding WeCommerce Options, as there is no exercise price for outstanding WeCommerce RSUs, WeCommerce DSUs or WeCommerce PSUs.
• (2) The aggregate maximum number of WeCommerce Shares reserved for issuance pursuant to awards under the WeCommerce Omnibus Incentive Plan cannot not exceed 10% of the issued and outstanding WeCommerce Shares at any point in time.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No director, executive officer or proposed director of the Company (or any associate of the foregoing) is, or at any time since the beginning of the Company's most recently completed financial year has been, indebted to the Company, nor were any of these individuals indebted to any other entity which indebtedness was the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company, including under any securities purchase or other program.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, during the most recently completed financial year, no informed person of the Company, nominee for election as a director or any associate or affiliate of an informed person or nominee, had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

See "Securities Law Matters — Application of TSXV Policy 5.9 and MI 61-101" and "Appendix F — Additional Information Concerning WeCommerce Prior to the Transaction".

There are potential conflicts of interest to which the directors and officers of the Company may be subject in connection with the operations of the Company. Some of the directors and officers of the Company are engaged and will continue to be engaged in other business opportunities on their own behalf and on behalf of other companies, and situations may arise where such directors and officers will be in a conflict of interest with the Company. Individuals concerned shall be governed in any conflicts or potential conflicts by applicable law and internal policies of the Company.

For the purposes of the above, "informed person" means: (a) a director or executive officer of the Company; (b) a director or executive officer of the Company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

STATEMENT OF RIGHTS

Securities legislation in the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com. Financial and other information regarding the Company is provided in the Company's audited consolidated financial statements and management's discussion and analysis for the financial year ended December 31, 2021 and the Company's unaudited condensed interim consolidated financial statements and management's discussion and analysis for the three and nine months ended September 30, 2022, which can be found on SEDAR at www.sedar.com. WeCommerce Shareholders may also contact the Company by mail at 329 Howe Street, PMB 2066, Vancouver, British Columbia, V6C 3N2, Attention: Corporate Secretary to request free copies of the Company's financial statements and management's discussion and analysis.

APPROVAL

The contents and the provision of this Circular have been approved by the board of directors of the Company.

DATED as of this 6th day of March, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF WECOMMERCE HOLDINGS LTD.

(signed) "Tim McElvaine" Tim McElvaine Director

CONSENT OF PERELLA WEINBERG PARTNERS LP

To: The Special Committee of the Board of Directors of WeCommerce Holdings Ltd.

We refer to the fairness opinion dated January 22, 2023 (the "Fairness Opinion") which we prepared for the Special Committee of WeCommerce Holdings Ltd. ("WeCommerce") in connection with the combination of the businesses of WeCommerce and Tiny Capital Ltd. ("Tiny") which is structured as a three cornered amalgamation pursuant to the amalgamation agreement dated January 22, 2023 among WeCommerce, Tiny and 1396773 B.C. Ltd., a wholly-owned subsidiary of WeCommerce. We consent to the filing of the Fairness Opinion in this information circular of WeCommerce dated March 6, 2023 (the "Information Circular") with the applicable securities regulatory authorities, the inclusion of the Fairness Opinion and a summary of the Fairness Opinion in the Information Circular, and all references to the Fairness Opinion and our firm in the Information Circular.

The Fairness Opinion was given as at January 22, 2023 and remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the Special Committee of WeCommerce shall be entitled to rely upon the Fairness Opinion.

(Signed) "Perella Weinberg Partners LP"

PERELLA WEINBERG PARTNERS LP

New York, New York March 6, 2023

APPENDIX A GLOSSARY OF TERMS

In this Circular, unless the subject matter or context is inconsistent therewith, the following terms have the meanings set forth below and grammatical variations thereof shall have the corresponding meanings.

"Acquisition Proposal" means, other than the transactions contemplated by the Amalgamation Agreement and other than any transaction involving only WeCommerce and/or one or more of its wholly-owned Subsidiaries, any offer, expression of interest, proposal or inquiry (written or oral) from any Person or group of Persons other than Tiny (and/or any affiliate of Tiny), after the date of the Amalgamation Agreement relating to: (a) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing), direct or indirect, in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of WeCommerce and its Subsidiaries or of 20% or more of the voting or equity securities of WeCommerce or any of its Subsidiaries (or rights or interests in such voting or equity securities); (b) any direct or indirect take-over bid, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of WeCommerce or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of WeCommerce or any of its Subsidiaries); (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving WeCommerce or any one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of WeCommerce and its Subsidiaries or that contribute 20% or more of the consolidated revenue of WeCommerce and its Subsidiaries; or (d) any other similar transaction or series of transactions involving WeCommerce or any of its Subsidiaries;

"affiliate" has the meaning specified in NI 45-106;

"Amalco" has the meaning ascribed thereto under the heading "General Matters – Frequently Asked Questions";

"Amalco Shares" means the common shares of Amalco to be issued pursuant to the Amalgamation;

"Amalgamation" means the amalgamation of Tiny and Subco pursuant to the provisions of the BCBCA on the terms and conditions set forth in the Amalgamation Agreement, subject to any amendment thereto;

"Amalgamation Agreement" has the meaning ascribed thereto under the heading "The Amalgamation Agreement";

"Antitrust Laws" means the Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition;

"Articles of Continuance" has the meaning ascribed thereto under the heading "Continuation Under the Canada Business Corporations Act";

"associate" has the meaning ascribed thereto in the Securities Act (British Columbia);

"Authorization" means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person;

"BCBCA" means the Business Corporations Act (British Columbia);

"Beam" means Beam Digital Ltd.;

"Beta" has the meaning ascribed thereto under the heading "The Transaction – Fairness Opinion";

"Broadridge" has the meaning ascribed thereto under the heading "General Proxy Information – Non-Registered WeCommerce Shareholders";

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Vancouver, British Columbia;

"Cancelled Shares" means the 11,454,725 WeCommerce Shares (including 37,223 WeCommerce Shares to be acquired pursuant to the exercise of options to purchase WeCommerce Shares) held by Tiny and certain of its affiliates;

"CAPM" means capital asset pricing model;

"CBCA" means the Canada Business Corporations Act;

"Change in Recommendation" has the meaning ascribed thereto under the heading "The Amalgamation Agreement – Termination of Amalgamation Agreement";

"Circular" means the Notice of Meeting and accompanying management information circular, including all schedules, appendices and exhibits hereto, to be sent to WeCommerce Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time;

"Company" or "WeCommerce" means WeCommerce Holdings Ltd.;

"Competition Act" means the Competition Act (Canada);

"Computershare" means Computershare Investor Services Inc.;

"Consideration Shares" means the 146,429,569 WeCommerce Shares to be issued to the Tiny Shareholders pursuant to the Amalgamation Agreement;

"Constating Documents" means, with respect to any Person, such Person's notice of articles or articles of incorporation, amalgamation or continuance, as applicable, and articles or by-laws, as applicable, and all amendments to such notice of articles, articles or by-laws;

"Continuance" means the continuation of WeCommerce to continue its corporate existence from the BCBCA to the federal jurisdiction of Canada under the CBCA;

"Continuance Resolution" means a special resolution authorizing the Continuance;

"Contract" means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which a Party or any of its respective Subsidiaries is a party or by which it or any of its respective Subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

"Court" means the Supreme Court of British Columbia;

"Dribbble" means Dribbble Holdings Ltd.;

"Effective Date" means the date upon which the Amalgamation becomes effective;

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties may mutually agree;

"Engagement Agreement" has the meaning ascribed thereto under the heading "The Transaction – Fairness Opinion";

"EV" means enterprise value;

"Exchange Ratio" has the means the Consideration Shares divided by the number of issued and outstanding Tiny Shares immediately prior to the Effective Time;

"Fairness Opinion" has the meaning ascribed thereto under the heading "The Transaction – Fairness Opinion";

"Fifth Proposal" has the meaning ascribed thereto under the heading "The Transaction – Background to the Transaction";

"Financial Advisor" means Perella Weinberg Partners LP;

"First Proposal" has the meaning ascribed thereto under the heading "The Transaction – Background to the Transaction";

"Forecasts" means Material Investment Entities Forecasts, Tiny Forecast and WeCommerce Forecast;

"forward-looking information" has the meaning ascribed thereto under the heading "Cautionary Statement Regarding Forward-Looking Information";

"Fourth Proposal" has the meaning ascribed thereto under the heading "The Transaction – Background to the Transaction";

"Freemark Partners" means Freemark Partners Holding Company LLC;

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision, agent or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange, including the TSXV;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board, as incorporated in the CPA Canada Handbook – Accounting at the relevant time applied on a consistent basis;

"IIROC" has the meaning ascribed thereto under the heading "The Transaction – Fairness Opinion";

"including" means including without limitation, and "include" and "includes" each have a corresponding meaning;

"Information Circular" means the management information circular of WeCommerce dated March 6, 2023;

"Intellectual Property" means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs; and (viii) any other intellectual property and industrial property;

"Intermediary" has the meaning ascribed thereto under the heading "General Proxy Information – Non-Registered WeCommerce Shareholders";

"Key Regulatory Approvals" means (i) if required pursuant to Part IX of the Competition Act in respect of the Transaction, the Competition Act Approval; and (ii) the conditional approval of the TSXV to list the Consideration Shares to be issued pursuant to the Transaction from time to time, subject only to customary conditions to be satisfied in connection with the completion of the Transaction and/or following the completion of the Transaction;

"Law" or "Laws" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended;

"Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute;

"Matching Period" has the meaning ascribed thereto under the heading "The Amalgamation Agreement – Right to Match";

"Material Investment Entities" means Beam, Dribbble, Tiny Boards and Meteor;

"Material Investment Entities Forecasts" means the forecasts for each of the Material Investment Entities;

"Material Subsidiaries" means, (a) in respect of Tiny: (i) Beam Digital Ltd.; (ii) Metalab Design Ltd.; (iii) Dribbble Holdings Ltd.; (iv) Meteor Software Holdings Ltd.; (vi) Tiny Boards Holdings Ltd.; (vii) Tiny Management Ltd; and (viii) Tiny Holdings Ltd.; or (b) in respect of WeCommerce: (i) WeCommerce Operations Ltd.; (ii) Stamped Technologies Pte. Ltd.; (iii) Stamped Operations Ltd.; (iv) WeCommerce General Partner Ltd.; and (vi) Archetype Themes Limited Partnership;

"Meeting" means the special meeting of WeCommerce Shareholders to be held on April 11, 2023 for the purposes set out in the Notice of Meeting and this Circular;

"Meeting Materials" has the meaning ascribed thereto under the heading "General Proxy Information – Non-Registered WeCommerce Shareholders";

"Meteor" means Meteor Software Holdings Ltd.;

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

"Misrepresentation" means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made;

"Name Change" has the meaning ascribed thereto under the heading "Regulatory Matters – Name Change";

"Net Exchange Shares" has the meaning ascribed thereto under the heading "The Transaction – Fairness Opinion";

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NI 54-101" means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer;

"NOBO" has the meaning ascribed thereto under the heading "General Proxy Information – Non-Registered WeCommerce Shareholders";

"Non-Registered WeCommerce Shareholder" has the meaning ascribed thereto under the heading "General Proxy Information – Non-Registered WeCommerce Shareholders";

"Norton Rose Fulbright" means Norton Rose Fulbright Canada LLP;

"Notice of Meeting" has the meaning ascribed thereto under the heading "Management Information Circular";

"OBO" has the meaning ascribed thereto under the heading "General Proxy Information – Non-Registered WeCommerce Shareholders";

"Ordinary Course" means, with respect to an action taken by a Party or any Subsidiary, that such action is consistent with the past practices of such Party or such Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the business of such Party or such Subsidiary;

"Osler" means Osler, Hoskin & Harcourt LLP;

"Outside Date" means July 31, 2023 or such later date as may be agreed to in writing by Tiny and WeCommerce;

"Parties" means the Company and Tiny, and "Party" means either of them;

"Permitted Tiny Secondary Offering" means the secondary transaction permitted by the Amalgamation Agreement pursuant to which certain existing Tiny Shareholders may sell their Tiny Shares to certain investors in Canada and the United States, in an aggregate amount not to exceed $23 million, pursuant to the exemptions of applicable prospectus requirements of Securities Laws and at a sale price of not less than $398.00 per Tiny Share, and on terms otherwise acceptable to WeCommerce, acting reasonably;

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;

"Post-Closing Reorganization" means the vertical short form amalgamation of WeCommerce and Amalco, which shall occur on or after the Effective Date;

"Prospective Transactions" has the ascribed thereto under the heading "The Transaction – Background to the Transaction";

"Pre-Effective Date Period" means the period from and including the date of the Amalgamation Agreement and including the earlier of the Effective Time and the date of termination of the Amalgamation Agreement;

"Record Date" has the meaning ascribed thereto under the heading "Voting Securities and Principal Holders Thereof";

"Registered WeCommerce Shareholder" means a registered holder of WeCommerce Shares who is in possession of a physical share certificate or who is entitled to receive a physical share certificate and whose name and address are recorded in the Company's shareholders' register maintained by the Transfer Agent;

"Regulatory Approval" means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Transaction, and includes the filings required under the BCBCA in respect of the Amalgamation, the issuance of the Certificate of Amalgamation, any filings, notices, clearances, approvals, consents or waivers required under Antitrust Laws and the Key Regulatory Approvals;

"Representatives" means the officers, directors, employees, representatives (including any financial or other adviser) or agents of the Company or any of its Subsidiaries;

"Required Continuance Shareholder Approval" means a majority of not less than two-thirds (662∕3%) of the votes cast on the Continuance Resolution by WeCommerce Shareholders, voting together as a single class, present or represented by proxy at the Meeting and entitled to vote at the Meeting;

"Required Transaction Shareholder Approval" means simple majority of the votes cast on the Transaction Resolution by WeCommerce Shareholders, voting together as a single class, present or represented by proxy at the Meeting and entitled to vote at the Meeting, excluding the votes of Tiny and its affiliates whose votes may not be included under the minority approval requirements for a business combination under MI 61-101;

"Resulting Issuer" means "Tiny Ltd.", the surviving listed company upon completion of the Transaction;

"Resulting Issuer DSUs" means the deferred share units of the Resulting Issuer pursuant to the Resulting Issuer Plan;

"Resulting Issuer Options" means the options to purchase Resulting Issuer Shares pursuant to the Resulting Issuer Plan;

"Resulting Issuer Plan" has the meaning ascribed thereto in Appendix H — Information Concerning the Resulting Issuer Following the Transaction under the heading "Description of Securities – Resulting Issuer Options and Share-Based Awards";

"Resulting Issuer PSUs" means the performance share units of the Resulting Issuer pursuant to the Resulting Issuer Plan;

"Resulting Issuer RSUs" means the restricted share units of the Resulting Issuer pursuant to the Resulting Issuer Plan;

"Resulting Issuer Shares" means the common shares of the Resulting Issuer;

"Securities Laws" means the Securities Act (British Columbia) together with all other applicable securities Laws, rules and regulations thereunder or under the securities laws of any other province or territory of Canada and the rules of the TSXV, as now in effect and as they may be promulgated or amended from time to time;

"Second Proposal" has the meaning ascribed thereto under the heading "The Transaction – Background to the Transaction";

"SEDAR" means the System for Electronic Document Analysis and Retrieval;

"Stock Exchange Approval" means the conditional approval of the TSXV with respect to the Transaction and the listing of the WeCommerce Shares issuable pursuant to the Transaction;

"Subco" means 1396773 B.C. Ltd., a wholly owned subsidiary of WeCommerce;

"Subco Share" means the shares of the Subco;

"Subject Shares" has the meaning ascribed thereto under the heading "The Transaction – Voting Support Agreements";

"Subsidiary" has the meaning specified in NI 45-106;

"Superior Proposal" means any bona fide written Acquisition Proposal from Person(s) who are an arm's length third party or parties, made after the date of this Agreement, to acquire not less than all of the outstanding WeCommerce Shares or all or substantially all of the assets of WeCommerce on a consolidated basis that:

(a) did not result from or involve a breach of Article 5 – Additional Covenants Regarding Non-Solicitation of the Amalgamation Agreement;

• (b) if applicable, is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such proposal and the Person(s) making such proposal;
• (c) is not subject to any financing contingency and in respect of which adequate arrangements have been made to ensure that the required consideration will be available to effect payment in full for all of the WeCommerce Shares or assets, as the case may be;
• (d) is not subject to any due diligence condition; and
• (e) the WeCommerce Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors, after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the party making such Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the WeCommerce Shareholders, than the Transaction (including any amendments to the terms and conditions of the Transaction proposed by Tiny pursuant to Section 5.5(2) [Purchaser Right to Match] of the Amalgamation Agreement);

"Superior Proposal Notice" has the meaning ascribed thereto under the heading "The Amalgamation Agreement – Right to Match";

"Supporting WeCommerce Shareholders" means each person that executed a Voting Support Agreement, including disinterested directors and certain executive officers of WeCommerce, along with key shareholders Table Holdings LP and Freemark Partners Holding Company LLC;

"Table Holdings" means Table Holdings LP;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

"Taxes" means any taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes and all employment insurance, health insurance and Canada, British Columbia and other pension plan premiums or contributions imposed by any Governmental Entity;

"Third Party Proxyholder" has the meaning ascribed thereto under the heading "General Proxy Information – Voting at the Meeting";

"Third Proposal" has the meaning ascribed thereto under the heading "The Transaction – Background to the Transaction";

"Tiny" means Tiny Capital Ltd.;

"Tiny Boards" means Tiny Boards Holdings Ltd.;

"Tiny Financing" has the meaning ascribed thereto in Appendix G – Information Concerning the Resulting Issuer Following the Transaction under the heading "Description of the Business – History";

"Tiny Forecast" means a consolidated corporate forecast for Tiny based on the Material Investment Entities Forecasts, applying consolidating adjustments provided by Tiny management;

"Tiny Omnibus Incentive Plan" means the omnibus incentive security plan of Tiny to be adopted prior to the Effective Date, in a form reasonably acceptable to WeCommerce;

"Tiny RSUs" means the restricted share units of Tiny pursuant to the Tiny Omnibus Incentive Plan;

"Tiny Shareholder" means a shareholder of Tiny Capital Ltd. prior to the Transaction;

"Tiny Shares" has the meaning ascribed thereto in Appendix G – Information Concerning the Resulting Issuer Following the Transaction under the heading "Description Of Tiny's Capital Structure";

"Transaction" means the transaction combining the businesses of WeCommerce and Tiny, which is structured as a three cornered amalgamation under Section 269 of the BCBCA, whereby: (i) Tiny and Subco will complete the Amalgamation to form Amalco; and (ii) WeCommerce will acquire all of the issued and outstanding Tiny Shares in consideration for the issuance by WeCommerce of the Consideration Shares to the former holders of Tiny Shares and the cancellation of the Cancelled Shares, all pursuant to the terms of the Amalgamation Agreement;

"Transaction Resolution" means the resolution attached at Appendix B hereto, approving the Transaction;

"Transfer Agent" means Computershare Investor Services Inc.;

"TSXV" means the TSX-Venture Exchange;

"TSXV Policy 5.9" means TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions;

"United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

"Voting Support Agreements" has the meaning ascribed thereto under the heading "The Transaction – Voting Support Agreements";

"WACC" means weighted average cost of capital;

"WeCommerce Board" means the board of directors of WeCommerce;

"WeCommerce DSUs" means the deferred share units of WeCommerce pursuant to the WeCommerce Omnibus Incentive Plan;

"WeCommerce Forecast" means a forecast of WeCommerce prepared by WeCommerce management;

"WeCommerce Omnibus Incentive Plan" means WeCommerce's equity incentive compensation plan approved by shareholders of WeCommerce on June 23, 2022;

"WeCommerce Options" means the options to purchase WeCommerce Shares pursuant to the WeCommerce Omnibus Incentive Plan;

"WeCommerce PSUs" means the performance share units of WeCommerce pursuant to the WeCommerce Omnibus Incentive Plan;

"WeCommerce RSUs" means the restricted share units of WeCommerce pursuant to the WeCommerce Omnibus Incentive Plan;

"WeCommerce Shareholders" means the shareholders of WeCommerce;

"WeCommerce Shares" means the Class "A" common shares of WeCommerce; and

"WeCommerce Special Committee" means the special committee of the WeCommerce Board.

APPENDIX B TRANSACTION RESOLUTION

"BE IT RESOLVED THAT as a resolution of a majority of the minority shareholders of WeCommerce Holdings Ltd. ("WeCommerce") that:

• 1. the execution and delivery of the amalgamation agreement dated January 22, 2023 among WeCommerce, Tiny Capital Ltd. and 1396773 B.C. Ltd. ("Subco"), as it may be amended from time to time (the "Amalgamation Agreement"), be and is hereby authorized and approved;
• 1. the performance by WeCommerce of its obligations under the Amalgamation Agreement, including the acquisition of all of the outstanding shares of Tiny in exchange for the issuance of common shares in the capital of WeCommerce, be and is hereby authorized and approved;
• 1. subject to the approval of the TSX Venture Exchange, the completion of the transactions contemplated by the Amalgamation Agreement, on such terms and conditions as the board of directors of WeCommerce (the "Board") may determine, in its sole discretion, and all matters related thereto, be and are hereby authorized and approved;
• 1. notwithstanding that this ordinary resolution has been passed (and the Amalgamation Agreement adopted) by the shareholders of WeCommerce, the Board is hereby authorized and empowered, without further approval of the shareholders of WeCommerce, at any time prior to the issuance under the Business Corporations Act (British Columbia) (the "BCBCA") of a certificate of amalgamation in respect of the Amalgamation: (i) to amend, modify or supplement the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement, and (ii) not to proceed with the Amalgamation to the extent permitted by the Amalgamation Agreement or otherwise give effect to these resolutions; and
• 1. any officer or director of WeCommerce is hereby authorized and directed, for and on behalf of and in the name of WeCommerce to execute, under the seal of WeCommerce or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, including delivering such documents as are necessary or desirable to the director appointed under the BCBCA for filing in accordance with the Amalgamation Agreement, as such officer or director, may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing."

APPENDIX C FAIRNESS OPINION

(begins on following page)

January 22, 2023

The Special Committee of the Board of Directors of WeCommerce Holdings Ltd. #101 - 524 Yates Street Victoria, British Columbia V8W 1K8

To the Members of the Committee:

Perella Weinberg Partners LP ("PWP", "we" or "us") understands that WeCommerce Holdings Ltd. ("WeCommerce" or the "Company") proposes to enter into an amalgamation agreement to be dated January 22, 2023 (the "Agreement") among WeCommerce, Tiny Capital Ltd. ("Tiny") and 1396773 B.C. Ltd., a whollyowned subsidiary of WeCommerce, pursuant to which: (a) WeCommerce will acquire all of the issued and outstanding common shares in the capital of Tiny ("Tiny Shares") in consideration for the issuance by WeCommerce of 146,429,569 common shares in the capital of WeCommerce (the "Consideration Shares") to the holders of the Tiny Shares ("Tiny Shareholders") by way of a three-cornered amalgamation under the Business Corporation Act (British Columbia) and; (b) 11,454,725 common shares of WeCommerce (including 307,223 common shares of WeCommerce to be acquired pursuant to the exercise of options to purchase common shares of WeCommerce) held by Tiny and certain of its affiliates will be cancelled (the "Cancelled Shares"), for a net-of-cancellation issuance of 134,974,844 common shares of WeCommerce (collectively, the "Transaction").

We understand that the Transaction constitutes a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and will be subject to minority shareholder approval requirements under MI 61-101 and the policies of the TSX Venture Exchange ("TSX- V"). We further understand that a special committee (the "Committee") of the board of directors (the "Board of Directors") of the Company, comprised entirely of independent directors within the meaning of section 7.1 of MI 61-101, was engaged to, among other things, consider the terms, conditions, agreements and other matters related to the Transaction and make recommendations to the Board of Directors with respect thereto.

The Committee, on behalf of the Company, retained PWP to act as its financial advisor with respect to the Transaction, including the preparation and delivery to the Committee of an opinion as to the fairness to WeCommerce, from a financial point of view, of the issuance of the Consideration Shares by the Company in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares in the Transaction (the "Fairness Opinion") and to provide certain financial advisory and investment banking services directly to the Committee. The Fairness Opinion has been prepared in accordance with the disclosure standards for fairness opinions of the Investment Industry Regulatory Organization of Canada ("IIROC"), but IIROC has not been involved in the preparation or review of the Fairness Opinion.

We understand that completion of the Transaction is subject to the satisfaction or waiver of certain conditions including, but not limited to, the approval by a simple majority of the votes cast by holders ("WeCommerce Shareholders") of common shares in the capital of WeCommerce ("WeCommerce Shares"), voting together as a single class, present or represented by proxy at the special meeting of WeCommerce Shareholders to be held in respect of the Transaction (the "Meeting"), excluding those votes that must be excluded under section 8.1(2) of MI 61-101.

We understand that the terms of the Transaction will be more fully described in an information circular in respect of the Meeting to be prepared by or on behalf of the Company (the "Information Circular") and mailed to WeCommerce Shareholders and filed on the profile of the Company on the System for Electronic Document Analysis and Retrieval ("SEDAR"), and further that the Fairness Opinion may form an exhibit to (or be filed on the SEDAR profile of the Company), and will be referenced and described in, the Information Circular. Subject to the terms of our Engagement Agreement (as defined below), we hereby consent to such inclusion, reference and description (in a form acceptable to PWP) and filing as necessary by or on behalf of the Company with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada.

All dollar amounts herein are expressed in Canadian dollars, unless stated otherwise.

ENGAGEMENT

The Committee first contacted PWP on or about November 10, 2022, in relation to an advisory role in respect of a potential transaction to acquire Tiny, and the Committee subsequently retained PWP pursuant to an engagement agreement dated effective November 29, 2022 (the "Engagement Agreement"). Although PWP was retained on behalf of the Company, the Engagement Agreement specifies that PWP is subject to instruction by, and under the supervision of, solely the Committee. The Engagement Agreement specifies that PWP will be paid: (a) an advisory fee of US$2.5 million upon consummation of the Transaction; and (b) an upfront fee of US$1.0 million (to be credited against the advisory fee), payable upon the earlier to occur of (i) delivery of a fairness opinion to the Committee (regardless of the conclusion reached therein) following the Committee's request therefor, and (ii) the Company entering into a definitive agreement to effect a transaction to combine businesses with Tiny. In addition, the Company has agreed to reimburse PWP for its reasonable and documented out-of-pocket expenses incurred in connection with the Engagement Agreement, including the reasonable and documented fees and expenses of its legal counsel. The Company has also agreed to indemnify PWP, its affiliates and their respective directors, officers, partners, agents or employees for certain liabilities related to or arising out of its rendering of services under the Engagement Agreement or to contribute to payments PWP may be required to make in respect of these liabilities. Except as outlined above, no understandings or agreements exist between PWP and the Company or any interested party in the Transaction with respect to future financial advisory or investment banking business. In connection with the preparation of the Fairness Opinion: (a) PWP was not requested to, nor authorized by the Committee to, solicit, and did not solicit, interest from any other party with respect to the acquisition of any part or all of WeCommerce, or any other extraordinary transaction involving WeCommerce; and (b) PWP was not requested to, nor authorized by the Committee to, participate in negotiations with respect to the terms of the Transaction, and did not so participate.

INDEPENDENCE OF PWP

Neither PWP nor any of its affiliated entities (as that term is defined in MI 61-101) is, in respect of the Company: (i) an issuer insider, associated entity or affiliated entity of any interested party (as those terms are defined in MI 61-101); (ii) an advisor to any interested party with respect to the Transaction; (iii) receiving compensation that depends in whole or in part on the conclusion reached in the Fairness Opinion; (iv) a manager or co-manager of a soliciting dealer group for the Transaction; or (v) the external auditor of the Company or any interested party. PWP has not entered into any other agreements or arrangements with the Company or any of its associates or affiliates or any interested party in the Transaction with respect to any future dealings. PWP has not acted as agent or underwriter in any financings involving the Company, Tiny or any of their respective associates or affiliates during the 24-month period preceding the date that PWP was first contacted in respect of the Transaction.

PWP, as part of its investment banking business, is regularly engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions, as well as for estate, corporate and other purposes. PWP or its affiliates also engage in securities trading and brokerage, equity research, asset management activities and other financial services, and in the ordinary course of these activities PWP or its affiliates may from time to time acquire, hold or sell, for their own accounts and for the accounts of their customers (i) equity, debt and other securities (including derivative securities) and financial instruments (including bank loans and other obligations) of the Company, Tiny or any of the other parties to the Transaction and any of their respective affiliates and (ii) any currency or commodity that may be material to such parties or otherwise involved in the Transaction and the other matters contemplated by the Agreement. In addition, PWP and certain of its employees, including members of the team performing services in connection with the Transaction, as well as certain asset management funds associated or affiliated with PWP in which they may have financial interests, may from time to time acquire, hold or make direct or indirect investments in or otherwise finance a wide variety of companies, including the Company or Tiny or any of the other parties to the Transaction or their respective equity holders or affiliates.

PWP is of the view that it is independent of all interested parties in the Transaction.

CREDENTIALS OF PWP

PWP is an internationally-recognized investment banking firm that is regularly engaged in the evaluation of businesses and securities in connection with mergers and acquisitions, including related party transactions and transactions in the technology sector. The Fairness Opinion expressed herein is the opinion of PWP, and the individuals primarily responsible for preparing the Fairness Opinion are professionals of PWP experienced in mergers and acquisitions, divestitures, financial opinions, capital markets matters and financial analyses. The Fairness Opinion has been reviewed and approved by an internal committee of senior professionals affiliated with PWP, each of whom is experienced in mergers and acquisitions, divestitures, financial opinions, capital markets matters and financial analyses.

SCOPE OF REVIEW AND APPROACH TO ANALYSIS

In connection with rendering the Fairness Opinion, PWP has reviewed and relied upon, or carried out, among other things, the following:

• 1. a recent draft of the Agreement dated January 22, 2023;
• 1. confidential information provided by Tiny management concerning the business, operations and financial condition of Tiny and its subsidiaries, including its four main operating subsidiaries, being Beam Digital Ltd. ("Beam"), Dribbble Holdings Ltd. ("Dribbble"), Tiny Boards Holdings Ltd. ("Tiny Boards") and Meteor Software Holdings Ltd. ("Meteor", and together with Beam, Dribbble and Tiny Boards, the "Material Investment Entities");
• 1. certain internal financial statements, financial information, budgets, projections, estimates and forecasts for Tiny and the Material Investment Entities prepared by Tiny management, including: forecasts for each of: (a) Beam, adjusted for the omnibus equity plan that we have been informed by Tiny and Company management is to be instituted following the Transaction (the "Beam Forecast"); (b) Dribbble (the "Dribbble Forecast"); (c) Tiny Boards (the "Tiny Boards Forecast"); and (d) Meteor (the "Meteor Forecast" and together with the Beam Forecast, the Dribbble Forecast and the Tiny Boards Forecast, the "Material Investment Entities Forecasts");
• 1. a consolidated corporate forecast for Tiny based on the Material Investment Entities Forecasts, applying consolidating adjustments provided by Tiny Management (the "Tiny Forecast");
• 1. a forecast of the Company prepared by WeCommerce management (the "WeCommerce Forecast", and together with the Material Investment Entities Forecasts and the Tiny Forecast, the "Forecasts");
• 1. publicly available securities filings and information concerning the Company;
• 1. publicly available information concerning Tiny;
• 1. public disclosure, including relating to the business, operations, financial performance and equity trading history, of selected public issuers that PWP considered relevant;
• 1. combined consolidated financial statements of Tiny and the independent auditor's report thereon for the years ended December 31, 2021 and 2020;
• 1. publicly disclosed economic information including interest rates, exchange rates, and other economic data that PWP considered relevant;
• 1. publications prepared by equity research analysts, industry sources, and credit rating agencies regarding the Company, the ecommerce enablement software and digital transformation enablement industries, and other public companies, as PWP considered relevant;
• 1. internal corporate structure information concerning the Company and Tiny provided by the Company and Tiny;
• 1. discussions and meetings with senior management of each of the Company and Tiny, and the management teams of certain companies in which Tiny has an interest, relating to the primary assets, operations, business plan, financial and operating forecasts and projections, and the prospects for the Company and Tiny and certain companies in which Tiny has an interest, and the strategic rationale for, and potential benefits of, the Transaction, and other matters considered relevant by PWP;
• 1. discussions and meetings with the Committee concerning, among other matters, the Forecasts, the business, operations and financial condition of the Company and Tiny and the strategic rationale for, and potential benefits of, the Transaction;
• 1. discussions with legal counsel to the Committee and the Company;
• 1. representations contained in certificates addressed to us, dated as of the date hereof, from a senior officer of each of the Company and Tiny, each as to, among other things, certain factual matters and the completeness and accuracy of the Forecasts and other information upon which this Fairness Opinion is based (collectively, the "Representation Letters"); and
• 1. such other studies, analyses and factors as we considered appropriate in the circumstances.

PWP has not, to the best of its knowledge, been denied access by the Company or Tiny to any information under each entity's respective control requested by PWP.

ASSUMPTIONS AND LIMITATIONS

For the purposes the Fairness Opinion, we assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax and other information provided to, discussed with or reviewed by us, or publicly available. With respect to the Forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available assumptions, estimates and judgements of management of the Company, Tiny and the Material Investment Entities, as applicable, as to the matters covered thereby at the time thereof and that such forecasts and estimates provide a reasonable basis upon which to evaluate the Transaction. The Forecasts reflect certain assumptions regarding ecommerce enablement software, digital transformation enablement and related services industries that are subject to significant uncertainty and that, if different than assumed, could impact our analyses and the Fairness Opinion. We express no view as to any such Forecasts or the assumptions or methodologies upon which they are based.

We have also assumed, among other things, that; (i) all of the public disclosure posted on the Company's profile on SEDAR is true and accurate in all respects; (ii) the Agreement executed by the parties thereto (together with any exhibits and schedules thereto) does not differ from the draft version we reviewed, referenced above; (iii) the representations and warranties of the parties to the Agreement and all other related documents and instruments that are referred to therein will be true and correct; (iv) each party to the Agreement and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party; (v) all conditions to the consummation of the Transaction will be satisfied without amendment or waiver thereof; (vi) the Transaction will be consummated in a timely manner in accordance with the terms described in the Agreement and such other related documents and instruments; and (vii) all governmental, regulatory or other consents or approvals necessary for consummation of the Transaction will be obtained, in the case of each of the foregoing clauses (ii) – (vii), without any adverse effect on the Company, Tiny, the Material Investment Entities or the Consideration Shares in any way meaningful to our analysis or the Fairness Opinion.

We have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Tiny, any of the Material Investment Entities or the Company. The Fairness Opinion does not address any legal, regulatory, tax, solvency or accounting matters, and we have relied as to all legal matters relevant to rendering hereof upon the advice of our legal counsel.

The Fairness Opinion does not address the underlying business decision of the Committee or the Company in respect of the Transaction, or of any party to engage in the Transaction, or the relative merits of the Transaction as compared to any other alternative transaction that might be available to the Company or any party to the Transaction. The Fairness Opinion addresses only, as of the date hereof, the fairness to WeCommerce, from a financial point of view, of the issuance of the Consideration Shares in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares. PWP does not express any view on, and the Fairness Opinion does not address, any other term or aspect of the Agreement or the Transaction, including, without limitation, the fairness of or value of the Transaction to, or any consideration paid or received in connection therewith by, creditors, equity holders or other constituencies of the Company, Tiny or any other parties to the Transaction; nor as to the fairness of or value of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, Tiny, or any other parties to the Transaction, or any class of such persons, in connection with the Transaction, whether relative to the Consideration Shares pursuant to the Transaction or otherwise. We are not expressing any opinion as to the trading price or value of any securities of the Company or any other party at any time. The Fairness Opinion is necessarily based on economic, monetary, market and other conditions in effect on, and the information made available to us as of, the date hereof, and such economic, monetary, market and other conditions are beyond the control of PWP or any party involved in the Transaction. We assume no obligation to update, revise or reaffirm the Fairness Opinion and expressly disclaim any responsibility to do so based on information, circumstances, developments or events occurring, or of which we become aware, after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Fairness Opinion after the date hereof, we reserve the right to change, modify or withdraw the Fairness Opinion.

Our advisory services and the Fairness Opinion are provided exclusively for the information and assistance of the Committee (in its capacity as such) in connection with its consideration of the Transaction and may not be used or relied upon for any other purpose and may not be disclosed, referred or communicated to, or relied upon by, any third party without our prior written consent. Except as contemplated herein or by the Engagement Agreement, the Fairness Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without our prior written consent. The Fairness Opinion is not intended to be, nor does it constitute, a recommendation to the Committee as to whether it should recommend approval of any aspect of the Transaction to the Board of Directors, or a recommendation to any securityholder as to how to vote or whether to approve any aspect of the Transaction.

A senior representative of each of the Company and Tiny (collectively, the "Certifying Officers") made representations to PWP in the Representation Letters regarding, among other things, the information, data, budgets, company generated reports, evaluations, representations and other material, financial or otherwise, relating to the Company and its subsidiaries or Tiny and its Material Investment Entities, as applicable, provided orally by a director or officer of the Company or Tiny, as applicable, or in writing by or on behalf of the Company or Tiny, as applicable, to PWP (collectively, the "Information") including the Forecasts, and, to the best of the knowledge of the Certifying Officers, after reasonable inquiry, the absence of facts or circumstances, public or otherwise, regarding the Forecasts, assets, liabilities, securityholdings, business, operations, affairs, prospects or condition (financial or otherwise) of the Company or any of its subsidiaries, or Tiny or any of its Material Investment Entities, as applicable, that have not been disclosed to PWP in the Information that could reasonably be expected to materially affect the Company, Tiny, the Material Investment Entities, the Transaction or the Fairness Opinion. A Certifying Officer of Tiny also made representations that the entities in which Tiny directly has a material direct or indirect equity interest, other than the Material Investment Entities, are collectively immaterial to Tiny and, with the exception of Tiny's contributed capital to Tiny Fund (as defined below) and Tiny Holding Ltd.'s ownership of WeCommerce Shares, could not reasonably be expected to, collectively, have a material adverse effect on Tiny's value as of the date of this Fairness Opinion. PWP notes that management of the Company or Tiny may have differing beneficial or other pecuniary interests in the equity securities and future financial performance of the Company and Tiny than other shareholders.

PRIOR VALUATIONS

Each of Tiny and the Company have represented to PWP that there are no appraisals or valuations relating, in whole or in part, to the Company, Tiny or any Material Investment Entity, or of its securities or material assets (including, without limitation, the assets and businesses subject to the Transaction) or liabilities with the Company's or Tiny's control, respectively, which have been prepared as of a date within two years preceding the date hereof, other than, in the case of Tiny, an appraisal of Tiny prepared in the ordinary course of business for tax planning purposes, which was not provided to PWP.

THE TRANSACTION

Pursuant to the Agreement, the Company will acquire all of the issued and outstanding Tiny Shares in consideration for the Consideration Shares and the cancellation of the Cancelled Shares. Immediately following the completion of the Transaction, Tiny Shareholders will hold approximately 83% of issued and outstanding WeCommerce Shares (on an undiluted basis), with Andrew Wilkinson and Christopher Sparling, collectively, directly or indirectly holding approximately 82% of issued and outstanding WeCommerce Shares. Immediately following the completion of the Transaction, current WeCommerce Shareholders (other than Andrew Wilkinson and Christopher Sparling and their affiliates) will, collectively, hold approximately 17% of issued and outstanding WeCommerce Shares (on an undiluted basis).

OVERVIEW OF THE COMPANY AND TINY

WeCommerce

WeCommerce, through its wholly-owned subsidiaries, provides merchants with a suite of ecommerce software tools and services to start and grow their online stores. The family of companies and brands includes Pixel Union Design Ltd. (comprised solely of the prior Themes division of Pixel Union), Orbit Apps (formerly the Apps division of Pixel Union), Knit Agency (formerly the Agency division of Pixel Union), Archetype Themes Limited Partnership, Foursixty Inc., Stamped Technologies Pte. Ltd. and KnoCommerce Inc. (each, a "Portfolio Company"). As one of Shopify's first partners since 2010, WeCommerce is focused on building, acquiring and investing in leading ecommerce technology businesses.

The Company has three reportable segments:

• The Apps segment, which relates to the operations and recurring subscription revenues derived from providing the use of paid versions of the Portfolio Companies' software to customers. The Portfolio Companies included in this segment are Stamped, Foursixty, Orbit Apps and KnoCommerce. These companies provide Software as a Service ("SaaS") to merchants.
• The Themes segment, which relates to the sale of storefront theme templates to customers operating their stores on various ecommerce platforms. The Portfolio Companies included in this segment are Archetype and Pixel Union Themes. Themes segment revenue is classified as digital goods revenue.
• The Agency segment, comprising solely Knit Agency, which relates to the operations and service revenue associated with providing agency services to customers.

Capital Structure and WeCommerce Share Ownership

The Company has an authorized share capital consisting of an unlimited number of WeCommerce Shares. As at the date hereof, the Company had 41,571,932 fully paid and non-assessable WeCommerce Shares issued and outstanding. Tiny Holdings Ltd., a wholly-owned subsidiary of Tiny, owns 11,147,502 WeCommerce Shares representing approximately 26.8% of the issued and outstanding WeCommerce Shares as of the date hereof. Andrew Wilkinson, the majority shareholder of Tiny, indirectly owns an additional 533,676 WeCommerce Shares through Wilkinson Ventures Ltd., such that, collectively with the WeCommerce Shares held by Tiny Holdings Ltd., Andrew Wilkinson controls, directly or indirectly, 11,681,178 WeCommerce Shares, representing 28.1% of the issued and outstanding WeCommerce Shares. Chris Sparling, a minority shareholder of Tiny, indirectly holds an interest in WeCommerce Shares through his 13% ownership interest in Tiny. Table Holdings LP and Freemark Partners Holding Company LLC hold 6,382,976 WeCommerce Shares (15.35%) and 4,340,654 WeCommerce Shares (10.44%), respectively.

Historical Trading Information

The WeCommerce Shares are traded on the TSX-V under the symbol "WE". The high and low trading prices for WeCommerce Shares on January 20, 2023, the last trading day immediately before the public announcement of the Transaction, were $2.04 and $1.96, respectively. The trading price of WeCommerce Shares from its qualifying transaction with a capital pool company to the announcement of the Transaction, from December 14, 2020, to January 20, 2023, is shown below.

Summary Selected Financial Results and Position of WeCommerce

For the financial year ended December 31, 2021, the Company generated revenues of $38,581,377 (2020 – $21,281,499) with net loss of $842,922 (2020 – $4,416,476). As of September 30, 2022, the Company had $189,728,548 in assets and liabilities of $63,090,702.

As at September 30, 2022, the Company's bank loan was $50,581,141 and the Company's balance of cash and cash equivalents was $10,504,657.

Tiny

Tiny is a privately-held technology holding company with a strategy of acquiring majority stakes in businesses. Tiny has two core business segments, Beam and Dribbble, and two other material business segments, Meteor and Tiny Boards, as well as other standalone businesses, including an interest in a private equity investment fund (the "Tiny Fund").

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

Dribbble is a creative network and community that design professionals use to meet, collaborate, and showcase their work. Dribbble also hosts an online marketplace for graphics, fonts, templates, and other digital assets.

Meteor is an open source platform for building and deploying web, mobile and desktop applications in Javascript or TypeScript.

Tiny Boards is the holding entity for We Work Remotely, a remote work community for jobs in design, programming, marketing, customer support and related activities.

Other standalone businesses include several software and internet companies and the ownership of the general partner of the Tiny Fund. The Tiny Fund commenced operations in August 2020 and has total committed capital of US$150 million. Investments by Tiny in businesses excluding the Material Investment Entities and the Tiny ownership of the Company have a total invested capital by Tiny of approximately $26 million.

Capital Structure and Tiny Share Ownership

Tiny has an authorized share capital consisting of an unlimited number of Tiny Shares. As at the date hereof, Tiny had 1,787,335 outstanding fully paid and non-assessable Tiny Shares.

The Tiny Shares are not publicly traded.

Summary Selected Financial Results and Position of Tiny

For the financial year ended December 31, 2021, Tiny generated revenues of $110,847,038 (2020 – $83,904,014) with net income of $36,601,486 (2020 – $21,387,877). As of December 31, 2021, Tiny had $125,362,018 in assets and liabilities of $52,078,786.

As at December 31, 2021, the Tiny's bank loan was $8,412,852 and Tiny's balance of cash and cash equivalents was $27,144,873.

ANALYSIS

Approach and Background

In considering the fairness, from a financial point of view, of the issuance of Consideration Shares by the Company in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares, PWP reviewed, considered and relied upon or carried out, among other things, the analyses described below, after considering facts and taking into account assumptions PWP considered necessary or appropriate under the circumstances.

In arriving at the Fairness Opinion, PWP did not attribute any particular weight to any particular analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Several analytical methodologies were employed by PWP in its analyses, and no one single method of analysis should be regarded as dispositive of the overall conclusion reached by PWP. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, PWP believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and all factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying the Fairness Opinion. The conclusions reached herein by PWP, therefore, are based on the application of PWP's own experience and judgment to all analyses and factors considered by it, taken as a whole. The estimates contained in PWP's analyses and the results from any particular analysis are not necessarily indicative of future results, which may be significantly more or less favourable than suggested by any analysis. In addition, analyses relating to the value of the businesses or assets of Tiny or WeCommerce neither purport to be appraisals nor do they necessarily reflect the prices at which businesses or assets may actually be sold. PWP's analyses and estimates are inherently subject to substantial uncertainty.

No selected company or group of selected companies is identical or entirely comparable to the Company or Tiny. Further, PWP believes that purely quantitative analyses are not, in isolation, determinative in the context of the Transaction and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of the Company or Tiny and the selected companies also are relevant.

Forecasted Financial Information

In its financial analysis PWP, among other things, utilized the Material Investment Entities Forecasts and the Tiny Forecast, both prepared by Tiny's management, and the WeCommerce Forecast prepared by the Company's management.

Selected Public Company Analysis

PWP reviewed and analyzed certain financial information including valuation multiples related to selected publicly traded companies with operations focused primarily on ecommerce enablement software and digital transformation enablement services and products, whose operations PWP believed, based on its experience with companies in these industries, to have similarities to the operations of the Company or Tiny. PWP reviewed and analyzed certain financial information of nine companies in the ecommerce enablement software industry and three companies in the digital transformation enablement industry. Financial data of the selected companies was based on publicly available information. Revenue and EBITDA estimates observed were based on median research analyst consensus estimates per FactSet as of January 20, 2023.

The selected ecommerce enablement companies, ranging from approximately $70 billion to $360 million in market capitalization and from approximately $60 billion to $875 million in enterprise value (EV), in order of market capitalization from largest to smallest, were:

• Shopify Inc.
• GoDaddy Inc.
• OpenText Corporation
• Wix.com, Inc.
• Squarespace, Inc.
• Lightspeed Commerce Inc.
• E2open, LLC
• BigCommerce Holdings, Inc.
• Upland Software, Inc.

The selected digital transformation enablement companies, ranging from approximately $6.8 billion to $3.3 billion in market capitalization and from approximately $6.7 billion to $3.9 billion in EV, in order of market capitalization from largest to smallest, were:

• Endava plc
• Reply S.p.A.
• Perficient, Inc.

With respect to the selected companies, PWP reviewed EVs as multiples of 2022 and 2023 estimated EBITDA and estimated revenue. The overall low to high 2022 estimated EBITDA multiples observed were 6.8x to 25.1x (with a median of 14.5x), and the overall low to high 2022 estimated revenue multiples observed were 1.4x to 8.2x (with a median of 3.6x). The overall low to high 2023 estimated EBITDA multiples observed were 7.5x to 37.1x (with a median of 13.3x), and overall low to high 2023 estimated revenue multiples observed were 1.1x to 6.9x (with a median of 3.3x).

Discounted Cash Flow Analysis

PWP performed a discounted cash flow analysis, based on the Tiny Forecast, by calculating the estimated present value of the standalone unlevered free cash flow that Tiny was forecasted to generate during the period from October 1, 2022 through December 31, 2025. PWP calculated implied terminal values by applying to fiscal year 2025 estimated EBITDA a selected range of multiples of 9.0x to 13.0x. PWP applied a selected range of weighted average cost of capital ("WACC") discount rates of 11.00% to 14.00% to Tiny's estimated unlevered free cash flows based on a mid-year convention for discounting and estimated terminal values. Equity values for Tiny were calculated using the resulting enterprise values, adjusted by subtracting Tiny's net debt (total debt minus cash and cash equivalents). PWP utilized the capital asset pricing model ("CAPM") to estimate Tiny's WACC. Key variables in the CAPM analysis for Tiny included a coefficient for the risk of the Company's equity relative to the market ("Beta") ranging from 1.00 to 1.35 (assuming an 87% equity capital structure), a nominal risk-free rate of 3.92%, a market risk premium of 6.22%, and a size premium of 2.12% (referencing Kroll's size premia). PWP estimated the cost of debt for the Company to be 6.94% to 8.40% after-tax, based on observed yields of corporate bond indices considered relevant by PWP.

PWP also performed a discounted cash flow analysis, based on the WeCommerce Forecast, by calculating the estimated present value of the standalone unlevered free cash flows that WeCommerce was forecasted to generate during the period from October 1, 2022 through December 31, 2025. PWP calculated implied terminal values by applying to fiscal year 2025 estimated EBITDA a selected range of multiples of 8.0x to 12.0x. PWP applied a selected range of WACC discount rates of 12.00% to 15.00% to WeCommerce's estimated unlevered free cash flows based on a mid-year convention for discounting and estimated terminal values. Equity values for WeCommerce were calculated using the resulting enterprise values, adjusted by subtracting WeCommerce's net debt (total debt minus cash and cash equivalents). PWP utilized the CAPM to estimate WeCommerce's WACC. Key variables in the CAPM analysis for WeCommerce included a Beta ranging from 1.00 to 1.35 (assuming a 75% equity capital structure), a nominal risk-free rate of 3.92%, a market risk premium of 6.22%, and a size premium of 4.80% (referencing Kroll's size premia). PWP estimated the cost of debt for the Company to be 6.94% to 8.40% after tax, based on observed yields of corporate bond indices considered relevant by PWP.

Equity Contribution Analysis

Utilizing the analyses described above, PWP compared implied equity values of each of WeCommerce and Tiny to derive reference ranges for implied WeCommerce Consideration Shares (net of the Cancelled Shares) in the Transaction, after adjusting for the capital structure of each firm ("Net Exchange Shares"), as follows:

• For 2022E EV/EBITDA implied values, a selected range of 12.0x to 16.0x for WeCommerce and 13.0x to 17.0x for Tiny, with a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny, implied issuance of 340 million Net Exchange Shares in the Transaction. Using the same selected multiple ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 169 million Net Exchange Shares in the Transaction.

• For 2023E EV/EBITDA implied values, a selected range of 9.0x to 14.0x for WeCommerce and 11.0x to 16.0x for Tiny, with a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny, implied issuance of 363 million Net Exchange Shares in the Transaction. Using the same selected multiple ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 132 million Net Exchange Shares in the Transaction.

• For 2022E EV/Revenue implied values, a selected range of 2.50x to 3.75x for WeCommerce and 3.00x to 4.50x for Tiny, with a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny, implied issuance of 336 million Net Exchange Shares in the Transaction. Using the same selected multiple ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 124 million Net Exchange Shares in the Transaction.

• For 2023E EV/Revenue implied values, a selected range of 2.25x to 3.50x for WeCommerce and 2.75x to 4.00x for Tiny, with a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny, implied issuance of 363 million Net Exchange Shares in the Transaction. Using the same selected multiple ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 132 million Net Exchange Shares in the Transaction.

• For discounted cash flow implied values, utilizing the terminal multiple and WACC ranges described above, a comparison of the lowest equity value for WeCommerce to the highest equity value for Tiny implied issuance of 359 million Net Exchange Shares in the Transaction. Using the same terminal multiple and WACC ranges, a comparison of the highest equity value for WeCommerce to the lowest equity value for Tiny implied issuance of 144 million Net Exchange Shares in the Transaction.

The Agreement provides for the net issuance of 134,974,844 WeCommerce Shares (146,429,569 Consideration Shares less 11,454,725 Cancelled Shares) in the Transaction. For each of the analyses described above, PWP compared the low/high and high/low reference ranges of implied Net Exchange Shares to the net issuance of 134,974,844 shares provided for in the Agreement.

FAIRNESS OPINION CONCLUSION

Based upon and subject to the foregoing and the assumptions, limitations and qualifications set forth herein, it is PWP's opinion, as of the date hereof, that the issuance of the Consideration Shares by the Company in exchange for all issued and outstanding Tiny Shares and the cancellation of the Cancelled Shares in the Transaction is fair, from a financial point of view, to the Company.

Yours truly,

Perella Weinberg Partners LP

APPENDIX D CONTINUANCE RESOLUTION

"BE IT RESOLVED as a special resolution that**:**

• 1. WeCommerce Holdings Ltd. (the "Company") is hereby authorized to apply to the registrar (the "Registrar") under the Business Corporations Act (British Columbia) (the "BCBCA") for authorization pursuant to Section 308 of the BCBCA to discontinue the Company from the BCBCA and to apply to the Director of Companies under the Canada Business Corporations Act (the "CBCA") for a Certificate of Continuation continuing the Company as if it had been incorporated under the CBCA;
• 1. any one or more of the directors or officers of the Company are hereby authorized to do, sign and execute all such further things, deeds, documents or writings necessary or desirable in connection with the application by the Company for the authorization by the Registrar, or any other matter relating to the discontinuance under Section 308 of the BCBCA;
• 1. subject to and conditional upon the authorization of the Registrar pursuant to Section 308 of the BCBCA:
  • (i) any one or more directors or officers of the Company are hereby authorized and directed to make application to the Director for a Certificate of Continuance of the Company pursuant to Section 187(1) of the CBCA;
  • (ii) the Company adopt and confirm the Continuation Application, the Articles of Continuance and Bylaws of the Company attached as Appendix J to the Management Information Circular of the Company dated March 6, 2023, respectively, in substitution for the existing Notice of Articles and Articles of the Company; and
  • (iii) any one or more directors or officers of the Company are hereby authorized to take all such actions and executed and deliver all such documents in connection with the application to the Director under the CBCA including, without limitation, the Articles and Bylaws in the forms prescribed by the CBCA or approved by the directors, and certifying that the Company is in good standing and that the Continuance will not adversely affect the rights of the shareholders of the Company (the "WeCommerce Shareholders") or creditors; and
• 1. the directors of the Company are hereby authorized to abandon the application to continue without further authorization of the WeCommerce Shareholders if, in their discretion, the directors deem such abandonment to be advisable."

APPENDIX E RIGHTS OF DISSENT

Division 2 of Part 8 of the Business Corporations Act (British Columbia)

Definitions and application

237 (1) In this Division:

"dissenter" means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

"notice shares" means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

"payout value" means,

• (a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,
• (b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,
• (c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or
• (d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

• (2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that
  • (a) the court orders otherwise, or
  • (b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

• (b) under section 260, in respect of a resolution to alter the articles

  • (i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on, or
  • (ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91;

• (b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

• (c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;

• (d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

• (e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

• (f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

• (g) in respect of any other resolution, if dissent is authorized by the resolution;

• (h) in respect of any court order that permits dissent.

• (2) A shareholder wishing to dissent must

  • (a) prepare a separate notice of dissent under section 242 for
    • (i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and
    • (ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,
  • (b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and
  • (c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

• (a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
• (b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

• (2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must
  • (a) provide to the company a separate waiver for
    • (i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and
    • (ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and
  • (b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

• (a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and
• (b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

• (a) a copy of the proposed resolution, and
• (b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

• (a) a copy of the proposed resolution, and
• (b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

• (a) a copy of the resolution,
• (b) a statement advising of the right to send a notice of dissent, and
• (c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

• (a) a copy of the entered order, and
• (b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,

• (a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,
• (b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
• (c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of
  • (i) the date on which the shareholder learns that the resolution was passed, and
  • (ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

• (a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or
• (b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

• (a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
• (b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

• (a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
• (b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner

and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

• (i) the names of the registered owners of those other shares,
• (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
• (iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;
• (c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and
  • (i) the name and address of the beneficial owner, and
  • (ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

• (a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of
  • (i) the date on which the company forms the intention to proceed, and
  • (ii) the date on which the notice of dissent was received, or
• (b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.
• (2) A notice sent under subsection (1) (a) or (b) of this section must
  • (a) be dated not earlier than the date on which the notice is sent,
  • (b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
  • (c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

• (a) a written statement that the dissenter requires the company to purchase all of the notice shares,

• (b) the certificates, if any, representing the notice shares, and

• (c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

• (2) The written statement referred to in subsection (1) (c) must

  • (a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
  • (b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out
    • (i) the names of the registered owners of those other shares,
    • (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
    • (iii) that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

• (a) the dissenter is deemed to have sold to the company the notice shares, and
• (b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

• (a) promptly pay that amount to the dissenter, or
• (b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

• (a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
• (b) join in the application each dissenter, other than a dissenter who has entered into an agreement with

the company under subsection (1), who has complied with section 244 (1), and

(c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

• (a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or
• (b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.
• (4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),
  • (a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
  • (b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

• (a) the company is insolvent, or
• (b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

• (a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

• (b) the resolution in respect of which the notice of dissent was sent does not pass;

• (c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

• (d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

• (e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

• (f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

• (g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

• (h) the notice of dissent is withdrawn with the written consent of the company;

• (i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

• (a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,
• (b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and
• (c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

APPENDIX F

ADDITIONAL INFORMATION CONCERNING WECOMMERCE PRIOR TO THE TRANSACTION

The following information is presented on a pre-Transaction basis and reflects the business, financial and share capital position of WeCommerce. See Appendix H for information regarding the Resulting Issuerfollowing completion of the Transaction.

All capitalized terms used in this Appendix and not defined herein have the meaning ascribed to such terms in Appendix A or elsewhere in this Circular. The information contained in this Appendix, unless otherwise indicated, is given as of March 6, 2023 and should be read in conjunction with the information about WeCommerce appearing elsewhere in this Circular.

Company Overview

Brachium Capital Corp. (pre- Reverse Takeover)

Brachium Capital Corp. ("Brachium") was incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") on March 4, 2019. Brachium was a capital pool company ("CPC") under policy 2.4 of the TSXV (the "CPC Policy") and did not carry on any operations. The principal business of Brachium was to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the CPC Policy (the "Qualifying Transaction") and, having identified and evaluated such opportunities, to negotiate participation in a Qualifying Transaction, subject to acceptance by the TSXV.

Brachium completed its initial public offering under the CPC Policy on December 3, 2019. The Class "A" common shares in the capital of Brachium were listed for trading on the TSXV on December 3, 2019 under the symbol "BRAC.P".

Former WeCommerce (pre- Reverse Takeover)

On November 27, 2019, the private company operating the WeCommerce business ("Former WeCommerce") was incorporated as a holding company for its operating subsidiaries, which at the time included, Pixel Union Design Ltd. ("Pixel Union") and Rehash Ltd. ("Rehash" and, collectively, the "Portfolio Companies"). On December 20, 2019, Former WeCommerce acquired Rehash from Pixel Union. On December 31, 2019, pursuant to a reorganization transaction, shareholders of Pixel Union exchanged their common shares of Pixel Union for common shares of Former WeCommerce, resulting in Pixel Union becoming a wholly owned subsidiary of Former WeCommerce. On June 1, 2020, Former WeCommerce also acquired Foursixty Inc. ("Foursixty").

The Business Combination (Former WeCommerce and Brachium)

On August 17, 2020, Brachium entered into a binding letter of intent with Former WeCommerce, outlining the terms and conditions pursuant to which Brachium and Former WeCommerce would complete a reverse takeover (the "Brachium Reverse Takeover"). On October 29, 2020, Brachium and Former WeCommerce engaged Canaccord Genuity Corp. and TD Securities Inc., to act as co-lead agents, together with Stifel Nicolaus Canada Inc. and PI Financial Inc. (collectively, the "Brachium Agents") to complete a private placement offering (the "Subscription Receipt Offering") of subscription receipts of WeCommerce (the "Subscription Receipts") on a commercially reasonable efforts basis.

On November 25, 2020, Brachium and Former WeCommerce entered into an amalgamation agreement (the "Brachium Amalgamation Agreement") outlining the definitive terms and conditions of the Brachium Reverse Takeover. Pursuant to the Brachium Amalgamation Agreement, Brachium agreed that it would, among other things, effect:

(i) a consolidation of all of the outstanding Brachium Class A common shares (the "Brachium Shares") on a 36.9763 to 1 basis (the "Brachium Consolidation"), resulting in an aggregate of approximately 214,286 post-Brachium Consolidation Brachium Shares outstanding; and

(ii) a name change pursuant to which Brachium agreed to change its name to "WeCommerce Holdings Ltd.".

On December 7, 2020, Former WeCommerce completed the Subscription Receipt Offering of Subscription Receipts for gross proceeds of $60,000,871. Each Subscription Receipt entitled the holder to one Former WeCommerce Share. Upon conversion of the Subscription Receipts, WeCommerce issued 431,692 WeCommerce Shares to the holders of Subscription Receipts at a price of $138.99 per share. The Brachium Reverse Takeover was completed on December 9, 2020 by way of a three cornered amalgamation, following which Former WeCommerce was amalgamated with a whole owned subsidiary of Brachium. The WeCommerce Shares commenced trading on the TSXV under the symbol "WE" at the opening of the markets on December 14, 2020.

Acquisitions

On April 6, 2021, the Company completed the acquisition of substantially all of the assets of Stamped.io Pte. Ltd. ("Stamped") for an aggregate purchase price of US$75 million in cash consideration, US$10 million in share consideration and up to an additional US$25 million of contingent consideration.

On August 24, 2021, the Company completed the acquisition of Archetype Themes Inc. ("Archetype") for an aggregate purchase price of US$20 million and contingent consideration of up to US$12 million.

On March 10, 2022, the Company completed the acquisition of KnoCommerce Technologies Inc. ("KnoCommerce"). KnoCommerce is a leading e-commerce survey and insights platform provider that enables merchants to capture and act on zero-party data collected directly from customers.

Corporate Information

The registered office of the Company is 1800 - 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3. The head office is located at 329 Howe Street, Vancouver, British Columbia, V6C 3N2.

The chart on the following page lists all of the subsidiaries of the Company. All subsidiaries are wholly owned by the Company unless otherwise noted.

See "The Transaction — Background to the Transaction".

Business Overview

The Company's principal business activity is to acquire businesses within the Shopify Inc. ecosystem, including Software as a Service businesses. Generally, these businesses build digital goods such as Apps and Themes and run Agencies that support Shopify and other online merchants.

WeCommerce Organizational Chart

WeCommerce Subsidiaries

Name of Company	Jurisdiction of Organization
Stamped Technologies Pte. Ltd.	Singapore
Stamped Operations Ltd.	British Columbia
WeCommerce Operations Ltd.	Delaware
KnoCommerce Inc.	Delaware
WeCommerce General Partner Ltd.	British Columbia
Archetype Themes Limited Partnership	British Columbia
1396773 B.C. Ltd.	British Columbia

Price Ranges and Trading Volumes

The WeCommerce Shares are currently listed and posted for trading on the TSXV under the symbol "WE". The following table sets forth the price range per share and trading volume for the WeCommerce Shares on the TSXV for the six month period preceding the date of this Circular:

	High	Low
Period	($)	($)	Volume
August 2022	2.99	1.76	1,264,104
September 2022	2.77	1.53	1,293,826
October 2022	2.66	1.92	373,725
November 2022	2.56	1.81	314,614
December 2022	2.07	1.85	295,411
January 2023	4.81	1.90	692,776
February 2023	5.10	4.40	259,702
March 1 to March 6, 2023	4.88	4.50	16,096

The closing price of the WeCommerce Shares on the TSXV on January 20, 2023, the trading date immediately prior to the public announcement of the Transaction on January 20, 2023, was $1.96. Following completion of the Transaction, Tiny will become a wholly-owned subsidiary of WeCommerce. WeCommerce has received conditional approval of the TSXV for the Transaction including the issuance of WeCommerce Shares in exchange for Tiny Shares and the cancellation of the Cancelled Shares. The listing of the WeCommerce Shares to be issued to holders of Tiny Shares in connection with the Transaction (including the WeCommerce Shares issuable upon the vesting of WeCommerce RSUs issued in exchange for Tiny RSUs) remains subject to final acceptance of the TSXV.

Ownership of Securities

As of the Record Date, the directors and officers of WeCommerce beneficially own or control the securities of WeCommerce set out below:

Name and Position	Number and Type of WeCommerceSecurities Held or Controlled	Percentage of Securities ofWeCommerce Held or Controlled(partially diluted basis)(1)
Chris SparlingCo-CEO and Director	Nil.	Nil
Andrew WilkinsonCo-CEO and Director	11,681,178 WeCommerce Shares(2)307,223 WeCommerce Options(3)	27.9%(28.42% partially diluted)
David CharronCFO	31,250 WeCommerce Shares(4)68,750 WeCommerce RSUs	0.07%(0.24% partially diluted)
Susan MinGeneral Counsel and CorporateSecretary	17,294 WeCommerce Shares41,216 WeCommerce RSUs	0.04%(0.14% partially diluted)
Tim McElvaineDirector	11,500 WeCommerce Shares(5)7,000 WeCommerce Options17,389 WeCommerce DSUs	0.03%(0.09% partially diluted)
Carla MathesonDirector	13,283 WeCommerce Shares13,899 Commerce DSUs	0.03%(0.06% partially diluted)
Shane ParrishDirector	1,156,327 WeCommerce Shares(6)7,000 WeCommerce Options3,500 WeCommerce DSUs	2.76%(2.79% partially diluted)

Notes:

(1) Percentage of securities of WeCommerce held on a partially diluted basis is calculated assuming the exercise or conversion of all WeCommerce securities held by such person which are exercisable for or convertible into WeCommerce Shares, but excludes the exercise or conversion of all securities held by any other person that are exercisable for or convertible into WeCommerce Shares.

(2) Mr. Wilkinson controls Tiny Holdings Ltd. which holds 11,147,502 WeCommerce Shares and Wilkinson Ventures Ltd. which holds 533,676 WeCommerce Shares.

• (3) Mr. Wilkinson controls Tiny Capital Ltd. which holds 307,223 common share purchase options of WeCommerce.
• (4) Mr. Charron controls an additional 6,739 WeCommerce Shares under the WeCommerce employee share purchase plan. Based on Mr. Charron's control over an aggregate of 37,989 WeCommerce Shares, he controls an aggregate of 0.09% of the WeCommerce Shares on an undiluted basis and 0.25% of the WeCommerce Shares on a partially-diluted basis.
• (5) Mr. McElvaine controls Hakuna Matata Holdings Ltd. which holds 11,500 WeCommerce Shares.
• (6) Mr. Parrish controls 10436607 Canada Inc. which holds 1,156,327 WeCommerce Shares.

Commitments to Acquire Securities of WeCommerce

Except as disclosed in this Circular, there are no agreements, commitments or understandings to acquire securities of WeCommerce by: (a) WeCommerce, (b) any directors or officers of WeCommerce, or (c) to the knowledge of the directors and officers of WeCommerce, after reasonable enquiry, by any insider of WeCommerce (other than a director or officer) or any associate or affiliate of such insider or any associate or affiliate of WeCommerce or any person or company acting jointly or in concert with WeCommerce.

On September 21, 2022, WeCommerce renewed its normal course issuer bid ("NCIB"), pursuant to which WeCommerce may, during the 12 month period commencing on September 27, 2022 and ending on September 26, 2023, purchase up to 2,078,140 WeCommerce Shares. In addition, the Company entered into an automatic share purchase plan (the "ASPP") with TD Securities Inc. to facilitate repurchases of the WeCommerce Shares under the NCIB. Pursuant to the ASPP, TD Securities Inc. is authorized to purchase up to 2,078,140 WeCommerce Shares. Such purchases will be determined by the broker at its sole discretion based on the purchasing parameters set out by the Company in accordance with the rules of the TSXV, applicable securities laws and the terms of the ASPP. WeCommerce has not purchased any WeCommerce Shares in the 12-month period preceding the date of this Circular.

Purchases and Sales of Securities

No securities of the Company were sold or purchased by the Company during the twelve-month period preceding the Record Date (excluding securities issued pursuant to the Company's equity incentive compensation plan approved by shareholders of the Company on June 23, 2022 (the "WeCommerce Omnibus Incentive Plan").

Previous Distribution of WeCommerce Shares

The following WeCommerce Shares were distributed during the 5 years preceding the date of this Circular:

Date of Distribution	Issuance Price perWeCommerceShare	Number ofWeCommerce SharesIssued	AggregateGross Proceeds
2019-05-31	$0.05(3)	2,800,000(3)	$140,000
2019-09-07	$0.10(3)	1,123,500(3)	$112,350
2019-12-03	$0.10(3)	4,000,000(3)	$400,000
2020-12-09	$7.00(1)	8,571,418	$60,000,871
2020-12-09	See note 2	27,175,891	See note 2
2020-12-21	$3.70	19,349	$71,591
2020-12-30	$20.00	18,267	$365,340
2021-01-07	$3.70	2,080	$7,691
2021-01-11	$3.70	10,809	$39,993
2021-03-04	$19.80	24,084	$476,863
2021-03-09	$27.90	13,283	$370,596
2021-04-06	$18.26	496,697	$9,069,687
2021-05-07	$12.68	23,251	$294,823
2021-06-03	$14.25	315,999	$4,502,986

2021-06-03	$14.25	87,662	$1,249,184
2021-06-17	$12.17	7,331	$89,218
2021-07-07	$12.00	2,810,000	$33,720,000
2021-08-31	$11.75	3,475	$40,831
2021-09-02	$12.00	1,489	$17,868
2021-09-07	$11.80	1,489	$17,570
2021-09-15	$10.74	4,000	$42,960
2021-09-16	$11.01	800	$8,808
2021-09-16	$11.11	440	$4,888
2021-10-01	$8.83	5,139	$45,377
2021-11-30	$12.01	3,000	$36,030
2021-12-01	$14.00	8,846	$123,844
2021-12-02	$14.00	2000	$28,000
2021-12-02	$14.20	2000	$28,400
2021-12-14	See note 4	752	$10,470
2021-12-15	$14.00	188	$2,632
2021-12-21	$12.94	188	$2,433
2022-01-06	$12.73	5,139	$65,419
2022-02-04	$25.43	1,241,742	$31,577,499
2022-03-04	$10.86	8,423	$91,474
2022-04-06	$8.59	5,139	$44,144
2022-06-08	$4.95	9,775	$48,386
2022-06-22	$3.75	200,000	$750,000
2022-07-05	$3.63	5,139	$18,655
2022-07-19	$3.12	3,500	$10,920
2022-08-24	$2.20	21,940	$48,268
2022-08-25	$2.17	200,000	$434,000
2022-08-31	$2.22	30,568	$67,861
2022-09-06	$1.57	3,750	$5,888
2022-09-15	$1.90	3,475	$6,603
2022-09-29	$1.98	9,133	$18,083
2022-10-04	$2.22	931	$2,067
2022-10-04	$2.00	5,372	$10,744
2022-10-12	$2.00	938	$1,876
2022-10-12	$2.46	3,089	$7,599
2022-11-22	$1.95	25,000	$48,750
2022-11-28	$2.02	3,459	$6,987
2022-11-29	$2.02	4,047	$8,175
2023-01-03	$1.90	1,821	$3,460
2023-01-24	$1.90	5,372	$10,207
2023-01-30	$1.96	233,963	$458,567

2023-02-01		$1.90	6,250	$11,875
Notes:
(1)	Issued on the conversion of the Subscription Receipts under the Subscription Receipt Offering.

• (2) The 27,175,891 WeCommerce Shares were issued to the shareholders of Former WeCommerce upon the completion of the Qualifying Transaction.
• (3) Disclosed on a pre-Brachium Consolidation basis.
• (4) Consisting of 188 WeCommerce Shares issued at a price of $13.80 per share, 188 WeCommerce Shares issued at a price of $13.81 per share, 188 WeCommerce Shares issued at a price of $13.85 per share and 188 WeCommerce Shares issued at a price of $14.23 per share.
• (5) Aggregate gross proceeds may not sum due to rounding.

Issuances under the WeCommerce Omnibus Incentive Plan

The following WeCommerce securities were distributed during the 12 months preceding the date of this Circular under the WeCommerce Omnibus Incentive Plan:

		Issuance Price per	Number of
Date of Sale	Type of Award	Security	Securities Issued
March 29, 2022	RSU	$8.68	97,855
May 26, 2022	RSU	$5.40	126,682
August 18, 2022	RSU	$2.89	50,000
August 18, 2022	DSU	$2.89	27,778
November 10, 2022	RSU	$2.21	152,488
November 10, 2022	PSU	-	268,380

Dividends

The Company has not declared cash dividends on the WeCommerce Shares in the past. The Company currently intends to reinvest all future earnings to finance the development and growth of its business. As a result, the Company does not intend to pay dividends on the WeCommerce Shares in the foreseeable future. Any future determination to pay distributions will be at the discretion of the WeCommerce Board and will depend on the financial condition, business environment, operating results, capital requirements, any contractual restrictions on the payment of distributions and any other factors that the WeCommerce Board deems relevant. The Company is not bound or limited in any way to pay dividends in the event that the WeCommerce Board determines that a dividend is in the best interest of its shareholders.

See "The Amalgamation Agreement — Covenants".

Material Changes

Other than as disclosed in the Circular, there are no plans or proposals for material changes in the affairs of the Company expected to arise as a result of the completion of the Transaction.

See "Information Concerning Tiny Prior to the Transaction" in Appendix G and "Information Concerning the Resulting Issuer Following the Transaction" in Appendix H.

Arrangements between the Company and Securityholders

Other than as disclosed in the Circular, there are no agreements, commitments or understandings made or proposed to be made between the Company and a securityholder of the Company relating to the Transaction.

See "The Transaction — Interests of Certain Persons in the Transaction".

Expenses of the Transaction

The expenses of WeCommerce in connection with the Transaction are estimated to be approximately $4,570,000. Such expenses include the Fairness Opinion, legal fees, and financial advisory fees, as well as the costs associated with applications to regulatory authorities and the Meeting (including, without limitation, the cost of preparation, printing and mailing of proxy materials for the Meeting).

Management Contracts

Management functions of WeCommerce and its subsidiaries are not, to any substantial degree, performed by a person other than the directors or executive officers of WeCommerce and the respective subsidiaries.

Auditor

The auditor of the Company is KPMG LLP, located at 777 Dunsmuir St, 11th floor, Vancouver, BC V7Y 1K3. KPMG LLP was first appointed as the Company's auditor on November 30, 2019.

Additional information

The interim financial report for the three and nine months periods ended September 30, 2022 and September 30, 2021 will be sent without charge upon request by any securityholder.

APPENDIX G INFORMATION CONCERNING TINY PRIOR TO THE TRANSACTION

The following information concerning Tiny should be read in conjunction with the information concerning Tiny appearing elsewhere in this Circular. Capitalized terms used but not otherwise defined in this Appendix G shall have the meanings ascribed to them in this Circular.

Upon completion of the Transaction and the Post-Closing Reorganization, each Tiny Shareholder will become a shareholder of the Resulting Issuer.

CORPORATE STRUCTURE

Tiny was incorporated as "Tiny Capital Ltd." under the Business Corporations Act (British Columbia) on January 14, 2016.

Tiny's head office is located at 400 - 1152 Mainland Street, Vancouver , British Columbia V6B 4X2 and the registered office is located at 2900 - 550 Burrard Street Vancouver , British Columbia V6C 0A3.

The following table sets forth the material subsidiaries of Tiny that meet the disclosure threshold set forth in applicable Securities Laws as of the date of this Circular:

Entity	Jurisdiction of Incorporation	PercentageInterest
Beam Digital Ltd. ("Beam")	British Columbia	100%
(1)MetaLab Design Ltd ("MetaLab")	British Columbia	100%
Dribbble Holdings Ltd. ("Dribbble")	British Columbia	74.5%
(2)Tiny Holdings Ltd. ("Tiny Holdings")	British Columbia	100%(1)

Notes:

(1) Beam owns all of the outstanding shares of MetaLab.

(2) The principal asset of Tiny Holdings is the 11,147,502 WeCommerce Shares held by it.

See "Appendix H – Information Concerning the Resulting Issuer following the Transaction – Corporate Structure" for the corporate structure of the Resulting Issuer.

DESCRIPTION OF THE BUSINESS

Overview of the Business

Tiny is a private holding company which owns subsidiaries engaged in diverse businesses. Its investments are primarily internet and technology focused, but it also owns businesses in other industries. Tiny is domiciled in the Province of British Columbia, and invests primarily in North America and Europe, with the majority of its revenues coming from these jurisdictions.

Tiny's businesses are managed on a decentralized basis, with few integrated business operations. Tiny's corporate management team is primarily focused on capital allocation decisions, investment activities, and hiring and incentivizing the senior management teams of its operating businesses.

Tiny aims to acquire businesses with the following traits:

• high margins;

• a sustainable competitive advantage;
• simple business model;
• healthy profitability;
• multi-year record of successful operations;
• a high quality management team (or one Tiny believes it can hire); and
• a positive and ethical approach to business.

Tiny was developed out of a frustration with the long and painful process founders can often experience when trying to sell their technology companies. Tiny was developed to make the sales process more friendly to founders and is focused on a straightforward and quick sales process. Tiny is also focused on treating vendors fairly and relies extensively on founders it has purchased businesses from as a source of future deals.

Tiny has two core business segments, Beam and Dribbble, with other standalone businesses including a private equity investment fund.

Beam and its subsidiary companies, including MetaLab, help companies to design, build and ship premium digital products for both mobile and web. They do this for a wide range of companies – from start-ups to Fortune 500 companies. Beam's capabilities as an end-to-end product partner provide clients with intimate insight into end-user behavior, allowing for a thorough, strategy-led approach to product design, engineering, brand positioning and marketing.

Dribbble is a creative network and community that design professionals use to meet, collaborate, and showcase their work. Dribbble also hosts an online marketplace for graphics, fonts, templates, and other digital assets.

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

Employees

Tiny and its subsidiaries had an aggregate of 504 full-time and part-time employees and independent contractors globally as of December 31, 2022. Tiny recruits, hires, and promotes individuals that are best qualified for each position.

The Business of Beam and its Subsidiaries

Beam is a full-service digital agency serving the middle and enterprise markets in North America. Beam provides premium digital products and experiences that drive commerce for the next generation of global brands.

Through strategy, design, engineering, and ongoing services, Beam creates attractive and highly functional digital products. Beam's capabilities, as an end-to-end product partner, provide clients intimate insight into end-user behavior, allowing for a thorough, strategy-led approach to product design and engineering. Beam creates cuttingedge digital platforms for clients both on mobile and web, supported by agile, enterprise-grade engineering teams that build, test, and iterate products from initial concept to product launch and upgrades. Beam's dedicated 'ongoing' capability expands projects into lasting relationships; continually iterating and improving products to keep clients at the digital forefront.

Strategy and design capabilities give Beam the ability to ideate and deliver branding, content, campaigns, and user experience/under interface ("UX/UI") designs to redefine brand positioning and deliver on brand and product philosophy. Brand image and promise is seamlessly integrated with digital products to create a cohesive positioning strategy that drives value for clients. Beam also has capabilities to execute campaigns that drive widespread awareness. Beam partners with, and has continued to develop an ever-expanding moat with large enterprise clients such as Calvin Klein, SiriusXM, and Google with a highly successful reputation and track-record in the product engineering space.

Beam's premium offerings, coupled with an efficient operating model, have resulted in a proven ability to serve highgrowth start-ups as well as established industry titans. Beam's international presence caters to global clients, providing around-the-clock-execution to support clients' global growth plans. Since inception, Beam has had roles within six "unicorns" including Slack, and Coinbase.

Principal Products or Services

Through its subsidiaries MetaLab, Frosty Studio Ltd. ("Frosty"), Button Inc. ("Button"), 8020 Design Ltd. ("8020") and Z1 Digital Product Studio SL ("Z1"), Beam delivers the following products and services:

• Strategy brand and product strategy to help companies optimize their position in the market;
• Brand brand strategy, marketing strategy, campaign execution, and creative;
• Design user experience and user interface capabilities to help companies create world-class customer experience and products; and
• Engineering full stack engineering services that enable brands to bring their websites, products, and software to life.

Customers/Market

Historically, Beam's clients were primarily composed of venture capital-backed companies. In recent years, Beam has shifted its focus to serve mid-market and enterprise clients, resulting in 60% of revenue generated from this segment in 2022. Beam expects this trend toward mid-market and enterprise clients to continue as it moves forward into 2023 and beyond.

Beam has established a unique position by offering premium quality services and having a proven track record. Beam has played a role in the creation of six unicorn companies and the successful launch of over 300 products. Beam's client roster includes prominent companies such as Tinder, Uber, Vice, Google, Slack and Headspace, which underscores Beam's reputation for excellence.

Key customer highlights include:

• MetaLab was engaged in the earliest days by startups like Slack, Coinbase, Crypto.com and Coalition who have gone on to become successful unicorns in market;
• In 2015, MetaLab partnered with Uber to elevate the Uber Eats brand, increasing users and revenue share;
• In 2016, Crypto.com asked MetaLab to conceive its first digital experience, including brand, website and mobile app on its way to reaching over $1 billion in revenue and 70 million users;
• In 2018, cyber insurer Coalition asked MetaLab to assist with creating its initial digital experience that helped it reach a valuation of over $5 billion in its latest funding;
• In 2019, MetaLab was engaged by Trip Advisor to help guide the redesign of their core experience, which is used by nearly half a billion people worldwide;
• In 2020, Z1 first developed the award-winning Trip app;
• In 2020, MetaLab partnered with Insider to redesign their mobile app, leading to a 4x increase in engagement; and
• In 2021, Summit City MD engaged MetaLab to design and develop their mobile app that millions of people

have now used to schedule appointments, conduct telehealth visits and view results. Most recently, they were acquired by VillageMD for nearly $9 billion.

Sales and Marketing

Historically, Beam developed new clients primarily through referrals. In 2022, Beam pivoted to proactive sales in addition to the referral business. Looking forward in 2023 and beyond, Beam has budgeted for a larger investment in sales and marketing as it moves its customer base to be more enterprise-focused on growth initiatives.

Competitive Conditions

The market for product development agencies is highly competitive, with large enterprises such as Accenture, Cognizant, and Deloitte, as well as mid-sized digital agencies and boutiques offering similar services. However, as noted above, Beam has established a unique position by offering premium quality services and has a proven track record working for prominent companies.

Proprietary Protection

In accordance with industry practice, Beam relies on a combination of contractual provisions and patent, copyright, trademark and trade secret laws to protect its proprietary rights in its products. In addition, Beam attempts to protect its trade secrets and other proprietary information through agreements with suppliers, employees and consultants. All material components of Beam's products have been developed by individuals most of whom have assigned all rights to Beam, except for commercially-available components.

Future Developments

Beam has a strategic vision for growth in the technology services sector through organic and inorganic investments in engineering, systems integration, data, and analytics. Beam is committed to elevating its brand presence in the middle and enterprise markets through additional investments in sales and marketing. Additionally, Beam has a plan for nearshore expansion with the goal of having over 100 team members working in this capacity in 2023.

Employees

Beam had a total of 377 full-time and part-time employees and independent contractors as of December 31, 2022. Beam's team includes 170 engineering experts and 100 experience and design professionals. Beam's senior leadership team is comprised of leading experts in the digital agency space, with previous roles at Accenture Interactive, Google, Facebook, Huge, Frog, MDC Partners and Burberry.

The Business of Dribbble and its Subsidiaries

Founded in 2009, Dribbble is a leading social network and marketplace for designers and creative professionals.

Dribbble is home to many of the world's leading designers and creative professionals. Dribbble offers a suite of creative products, brands and services to meet the needs of designers and creative professionals at every point in their career from novice to intermediate, seasoned pro or entrepreneur.

Dribbble has diversified product offerings and revenue streams allowing it to monetize across its various audience types. Dribbble offers training products for novice creatives, subscriptions for professional creatives, subscriptions for those hiring creatives, transactional and subscription marketplace offerings for buying and selling creative files, and an advertising business to monetize page views from everyone else.

Principal Products or Services

The Dribbble social network and marketplace is hosted at Dribbble.com. Millions of designers and agencies around the world showcase their portfolio work on Dribbble. Dribbble is a resource for discovering and connecting with designers and creative talent from around the globe. From independent agencies to Fortune 500 companies, Dribbble helps some of the world's best design-forward companies, including Apple, Airbnb, IDEO, Facebook, Google, Dropbox, Slack, Shopify and Lyft, hire expert creatives.

Dribbble's additional business segments are as follows:

• Dribbble Hiring with Dribbble Hiring, clients can attract, engage, and connect with a community of high quality designers faster than ever. Dribbble has helped many of the prominent design-forward companies, including Apple, Meta, Amazon, Mailchimp, Walmart 103Labs, Asana, and more, hire expert creatives.
• Dribbble Pro Dribbble Pro makes it easier for creatives to spend their time designing, instead of updating their portfolio. When designers sign up for Dribbble Pro, they can create their own portfolio site instantly from the work they've shared on Dribbble. When designers upload their work to their Dribbble profile, it seamlessly updates on their very own portfolio site.
• Dribbble Education Dribbble provides design education courses for designers around the world to learn and grow their craft, including a flagship 16-week product design course as well as an advanced design systems course.
• Dribbble Advertising Using Dribbble advertising, designers are able to advertise their brand organically within Dribbble's design inspiration feed. This allows designers to drive awareness, announce a product launch, or showcase a special offer, through control over the design, copy, call-to-action, and destination.
• Creative Market Labs, Inc. ("Creative Market") Creative Market is home to millions of design resources that work great together. Creative Market empowers designers to design creative projects no matter their skill level. Creative Market allows designers to license individual graphics, fonts, templates, brushes, photos, effects, web themes, and 3D assets for personal or commercial use and provides access to a one-stop-shop for authentic assets crafted by artists in over 190 countries.
• Fontspring, Inc. ("Fontspring") – Fontspring is home to a catalog of some of the best quality fonts in the world. Fontspring offers an easy-to-use font license, making a variety of fonts accessible to users.
• FontSquirrel.com FontSquirrel.com offers curated free fonts for commercial use and includes a font identifier which allows users to upload an image and use FontSquirrel.com to find an answer by searching a catalogue of over 900,000 fonts and find the match, identifying glyphs and OpenType features with accuracy.

Customers/Market

Design capability is a competitive advantage in the modern economy which is largely taking place on screens as designers create user experiences on those screens. Dribbble's customers consist of both businesses and individuals who meet in the Dribbble community. Dribbble has been a leading independent professional platform.

Sales and Marketing

Historically, Dribbble's growth has been largely organic. Since 2017, approximately 90% of traffic to its websites is organic or direct. Dribbble has recently begun to invest in paid marketing channels. Dribbble's social network and marketplace has a growing enterprise sales business.

Competitive Conditions

Dribbble's social network and marketplace business does not face significant competition as no business addresses the entire lifecycle needs of a designer in the way Dribbble does. Certain of its business lines face competition as follows:

Dribbble Business Line	Competitors
Dribbble Hiring	LinkedIn, Indeed, Fiverr, Upwork
Dribbble Pro	Squarespace, Wix, Behance (Adobe)
Dribbble Education	Designlab, UX Design Institute, Udemy
Dribbble Advertising	Pinterest, Instagram, BuySellAds
Creative Market	Shutterstock, Monotype, Getty Images, Adobe Stock, Envato
Fontspring	Monotype, MyFonts, Envato
FontSquirrel.com	DaFont, Google Fonts, Creative Fabrica

Future Developments

Dribbble plans to grow its business through:

• Organic optimization organic traffic, new customer acquisition, purchase conversion, and pricing optimization;
• Catalog expansion in addition to growing its product inventory within existing categories, Dribbble plans to expand its catalog on Creative Market with the introduction of video and audio categories;
• International expansion in 2022, more than half of Dribbble's traffic was from non-native English speaking countries, yet its non-native English speaking country users accounted for only just over one-third of selfserve revenue. Dribbble plans to internationalize its platforms through currency and payment optionality and over time Dribbble will work to better meet its global customers through localization in their native language and customizing content to fit their cultures; and
• Inorganic expansion through mergers and acquisitions ("M&A") expansion Dribbble continues to grow its systematic M&A process, with a focus on sourcing and closing proprietary, accretive, off-market acquisitions.

Employees

Dribbble had 86 full-time and part-time employees and independent contractors as of December 31, 2022.

WeCommerce

Tiny holds an approximate 27% interest in WeCommerce through Tiny Holdings. For more information concerning WeCommerce, see "Appendix F – Additional Information Concerning WeCommerce Prior to the Transaction".

Other Tiny Businesses

In addition to its subsidiaries set forth above, Tiny holds a majority interest in a number of additional businesses including:

• WeWorkRemotely – WeWorkRemotely helps connect employers with the top remote workers around the globe. Members can post listings for remote jobs and find the best remote candidates for the job. WeWorkRemotely also provides resources for the remote community, including a remote marketplace, a forum, a blog, a Slack community, and an ever-expanding selection of tools and resources to better serve remote teams;

• Meteor Meteor.js is an open-source platform for seamlessly building and deploying web, mobile, and desktop applications in Javascript or TypeScript;
• Tiny has a 20% capital commitment in the Tiny Fund, which owns investments including:
  • o 91.42% of AeroPress, Inc. maker of the AeroPress Coffee Maker;
  • o 84.96% of BeFunky Inc. a digital media tool developer that enables people to express themselves creatively on the web without any technical knowledge;
  • o 75% of Girlboss Holdings Inc. a modern media company providing women all over the world with the tools and mindset to succeed;
  • o 70% of Abstract Studio Design Inc. a leading design version control and collaboration tool;
  • o 30.57% of Medimap Systems Inc. a platform to connect patients with same-day access to care; and
  • o 5.08% of Dribbble.

History

2020

On April 30, 2020, Dribbble acquired all of the outstanding shares of Creative Market for a total purchase consideration of $32.9 million. The consideration paid was in the form of 1,238,935 common shares of Dribbble, which includes shares issued pursuant to the post-closing working capital adjustment, and 77,425 options to acquire common shares of Dribbble (replacing historic stock options of Creative Market).

On December 9, 2020, WeCommerce, an affiliate of Tiny at that time, completed a qualifying transaction with Brachium Capital Corp. resulting in the listing of WeCommerce on the TSXV. As part of such qualifying transaction, WeCommerce completed an approximately $60 million concurrent private placement subscription receipt financing.

2021

On June 3, 2021, Tiny completed the disposition of Mealime Meal Plans Inc., a former subsidiary of Tiny, for total consideration of US$25 million by a third party for all of its outstanding shares. Tiny owned approximately 52% of the business prior to the sale and the sale had an internal rate of return of over 300%.

On December 31, 2021, Beam acquired 65% of Frosty, a marketing service provider to customers, including branding and creative strategy services, for a purchase price of US$2 million.

On December 31, 2021, a share exchange transaction was completed whereby Tiny, Andrew Wilkinson, and other shareholders rolled their interests in various businesses including MetaLab, Button, 8020, Z1, and Zero to One Digital Product Studio (Canada) Ltd., into Beam.

2022

On January 28, 2022, Dribbble acquired certain assets, servers and clients of Fontspring for US$3.375 million in cash.

On May 20, 2022, Beam entered into a credit agreement with National Bank of Canada and National Bank Financial Markets Inc. (the "National Bank Credit Agreement") with respect to a $60,000,000 revolving commitment facility (the "Revolving Commitment Facility"). The Revolving Commitment Facility bears interest at a variable rate and matures on May 20, 2027. On May 20, 2022, Beam drew $44,570,000 and US$5,787,202 on the Revolving Commitment Facility and declared and paid dividends of $50,000,000 to its shareholders (including $12,303,569 to Tiny and $37,696,431 to related parties), financed by such facility. The National Bank Credit Agreement also provides for an additional commitment facility not exceeding $50,000,000 (the "Additional Commitment Facility").

On November 15, 2022, Beam HFC Holdings Inc., a wholly owned subsidiary of Beam, acquired all the outstanding shares of HappyFunCorp, LLC ("HFC") for US$12 million in cash with customary adjustments for working capital and transaction expenses, plus up to US$15 million in earn-out payments in future periods.

On November 16, 2022, Beam entered into a commitment agreement with National Bank of Canada in connection with the Additional Commitment Facility for $10 million to supplement the financing of the HFC acquisition.

On December 31, 2022, the shareholders of Beam (other than Tiny) transferred their multiple voting shares of Beam to Tiny in exchange for Tiny Class A Shares at an exchange rate of approximately 1 Tiny Class A Share per 381.34 multiple voting shares in Beam.

2023

On January 22, 2023, Tiny entered into the Amalgamation Agreement with WeCommerce and Subco.

On February 8, 2023, Tiny completed a non-brokered private placement offering (the "Tiny Financing") of 13,686 Class "A" common voting shares of Tiny ("Tiny Class A Shares") at a price of $398.00 per Tiny Class A Share for aggregate gross proceeds of $5,447,028, which is equivalent to approximately $4.90 per Resulting Issuer Share. Pursuant to the Amalgamation Agreement, Tiny may issue up to an additional 5,660 Tiny Class A Shares pursuant to the Tiny Financing for additional proceeds of $2,252,972.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis

Management's discussion and analysis for Tiny for the year ended December 31, 2021 and for the nine-month period ended September 30, 2022 is attached hereto as Schedules C and D, respectively, to Appendix G.

DESCRIPTION OF TINY'S CAPITAL STRUCTURE

Tiny is authorized to issue an unlimited number of Tiny Class A Shares, an unlimited number of Class "B" common non-voting shares ("Tiny Class B Shares"), an unlimited number of Class "C" common non-voting shares ("Tiny Class C Shares"), an unlimited number of Class "D" common non-voting shares ("Tiny Class D Shares"), an unlimited number of Class "A" preferred shares ("Tiny Class A Preferred Shares"), and an unlimited number of Class "B" preferred shares ("Tiny Class B Preferred Shares") (collectively referred to as the "Tiny Shares").

As of the date of this Circular, the outstanding share capital of Tiny consists of 1,801,021 Tiny Class A Shares. There are no Tiny Class B Shares, Tiny Class C Shares, Tiny Class D Shares, Tiny Class A Preferred Shares or Tiny Class B Preferred Shares issued and outstanding and such classes of shares will be eliminated from the Notice of Articles and the Articles upon the Amalgamation.

Holders of Tiny Class A Shares are entitled to receive notice of and attend all meetings of the Tiny Shareholders and are entitled to one vote at such meetings, in respect of each Tiny Class A Share held. In the event of the liquidation, dissolution or winding-up of Tiny, the Tiny Shareholders are entitled to share rateably in the remaining assets of Tiny.

Tiny also plans to issue up to 2,410 Tiny RSUs under the Tiny Omnibus Incentive Plan, which Tiny RSUs will be exchanged for WeCommerce RSUs upon closing of the Transaction. Other than the issued and outstanding Tiny Class A Shares and the Tiny Class A Shares issuable upon the settlement of the Tiny RSUs, no other securities of Tiny are issued and outstanding.

Designation of Security	AmountAuthorized	AmountOutstanding as ofDecember 31, 2021	Amount Outstanding asof September 30, 2022
Tiny Class A Shares	unlimited	1,079,461	1,079,461
Tiny Class B Shares	unlimited	0	0
Tiny Class C Shares	unlimited	100	100
Tiny Class D Shares	unlimited	0	0
Tiny Class A Preferred Shares	unlimited	2,000	2,000
Tiny Class B Preferred Shares	unlimited	1,000	1,000
RSUs	10% of issued and	–	–

outstanding shares

CONSOLIDATED CAPITALIZATION

portion Notes:

(1) Pursuant to the Amalgamation Agreement, Tiny may issue up to an additional 5,660 Tiny Class A Shares pursuant to the Tiny Financing for additional proceeds of $2,252,972.

N/A $8,412,852 $59,048,683

(2) Pursuant to the Amalgamation Agreement, Tiny may issue up to 2,410 RSUs under the Tiny Omnibus Incentive Plan, which RSUs will be exchanged for such number of WeCommerce RSUs as is equal to the number of Tiny RSUs so held multiplied by the Exchange Ratio upon closing of the Transaction.

(3) Inclusive of interest to the date hereof.

Long-term debt, including current

On December 1, 2022, pursuant to various share exchange agreements, all Tiny Class C Shares, Tiny Class A Preferred Shares and Tiny Class B Preferred Shares were exchanged for Tiny Class A Shares. As of the date hereof, the only shares issued and outstanding of Tiny are 1,801,021 Tiny Class A Shares. Pursuant to the Amalgamation Agreement, Tiny may issue up to 2,410 RSUs under the Tiny Omnibus Incentive Plan, which RSUs will be exchanged for such number of WeCommerce RSUs as is equal to the number of Tiny RSUs so held multiplied by the Exchange Ratio upon closing of the Transaction. As of the date hereof, there are no Tiny RSUs which have been granted and are outstanding.

On November 16, 2022, Beam entered into an additional $10 million commitment agreement with National Bank of Canada in connection with the Additional Commitment Facility and borrowed US$11,546,048 against its facility.

See "Appendix H – Information Concerning the Resulting Issuer following the Transaction – Pro Forma Consolidated Capitalization" for the consolidated capitalization of the Resulting Issuer.

PRIOR SALES OF TINY SECURITIES

The following were the sales and issuances of each class of securities of Tiny that isissued and outstanding but unlisted in the past 12 months preceding the date of this Circular.

Date	Number and Type ofSecurities	IssuePrice/ExercisePrice	AggregateProceeds	Nature ofConsiderationReceived
December 1, 2022(1)	14,820 Tiny Class A Shares	–	–	–
December 7, 2022 (2)	10,186 Tiny Class A Shares	$0.01	$101.86	cash
December 31, 2022 (3)	687,791 Tiny Class A Shares	–	–	–
February 8, 2023 (4)	13,686 Tiny Class A Shares	$398.00	$5,447,028	cash

Notes:

(1) 482 Tiny Class A Shares issued upon exchange for 2,000 Tiny Class A Preferred Shares and 14,338 Tiny Class A Shares issued upon exchange for 1,000 Tiny Class B Preferred Shares.

(2) Issued upon exercise of nominal value stock options. These Tiny Class A Shares contain certain reverse vesting conditions which permit Tiny to repurchase the shares in the future at nominal value if the holders are no longer employed by Tiny.

(4) Issued on February 8, 2023 as part of the Tiny Financing. Pursuant to the Amalgamation Agreement, Tiny may issue up to an additional 5,660 Tiny Class A Shares pursuant to the Tiny Financing for additional proceeds of $2,252,972

(3) The shareholders of Beam exchanged their multiple voting shares of Beam for Tiny Class A Shares on the basis of 381.34 multiple voting shares of Beam for one (1) Tiny Class A Share.

DIVIDENDS AND DISTRIBUTIONS

The table below shows when dividends have been declared and paid on the Tiny Class A Shares for the three most recently completed financial years:

Payment Date	Dividend per Share	Aggregate DividendDeclared	Aggregate DividendDeclared and Paid
May 3, 2021	$11,963.99	$957,119.54	$957,119.54
June 1, 2021	$9,780.91	$782,472.43	$782,472.43
N/A	$56,250(1)	$5,625,000	N/A
September 1, 2021	$12,218.52	$977,481.26	$977,481.26
September 27, 2021 andOctober 21, 2021	$0.4427	$380,000.00(2)	$380,000.00
December 3, 2021	$7,031.48	$562,518.74	$562,518.74
December 3, 2021	$3,699.13	$295,930.23	$295,930.23
February 17, 2023(3)	$7.00	$7,703,745.00	$5,447,061.00

Notes:

(1) A capital dividend in the amount of $56,250 per Tiny Class A Share was declared on July 15, 2021 but was not paid as it was subsequently treated as contributed surplus.

(2) A dividend of $0.4427 per Tiny Class A Share was declared on July 30, 2021. Mr. Sparling waived his entitlement and an aggregate of $150,000 was paid on September 27, 2021 and the remaining $230,000 was paid on October 21, 2021 on 858,347 Tiny Class A Shares owned, controlled or directed by Mr. Wilkinson.

(3) A $7,703,745.00 dividend was declared on December 19, 2022. A portion of the dividend, being $5,447,061.00, was paid on February 17, 2023 and the remainder is expected to be paid prior to Closing.

EXECUTIVE COMPENSATION

Tiny was not a reporting issuer at any time during its most recently completed financial year. See " Appendix H – Information Concerning the Resulting Issuer following the Transaction" for a discussion of all significant elements of compensation to be awarded to, earned by, paid to or payable to a NEO (as described below) of the Resulting Issuer following the Transaction, the Post-Closing Reorganization and the Continuance.

All references to "$" herein are referring to Canadian dollars, unless otherwise noted.

For the purpose of this Appendix G:

"CEO" means each individual who acted as chief executive officer of Tiny or acted in a similar capacity for any part of the most recently completed financial year;

"CFO" means each individual who acted as chief financial officer of Tiny or acted in a similar capacity for any part of the most recently completed financial year; and

"Named Executive Officer" or "NEO" means: (a) a CEO; (b) a CFO; (c) Tiny's most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation is more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, for that financial year; and (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of Tiny, nor acting in a similar capacity at the end of the most recently completed financial year.

During the year ended December 31, 2022, Tiny had the following Named Executive Officers:

• Andrew Wilkinson, Co-Founder, President and Director of Tiny;
• Chris Sparling, Co-Founder, Vice President and Director of Tiny;
• Ampere Chan, Chief Financial Officer of Tiny; and
• Arif Mansuri, Chief Executive Officer of MetaLab.

Compensation Discussion and Analysis

Tiny has been a founder-oriented private company and has not put in place any formal executive compensation program. In addition, its co-founders and principal executives, Andrew Wilkinson and Chris Sparling, do not have formal employment agreements or receive salaries. With respect to its remaining NEO(s), Tiny has relied on discussions between the Tiny NEO(s) and the board of directors of Tiny with the intention to provide a competitive overall compensation program, comprised of a reasonable base salary component, a discretionary bonus component and incentive securities to reward company and shareholder performance. The specific metrics, and targets of each Tiny NEO's compensation plan, are developed and set through discussion, as there is no global structure for the base or incentive-based compensation components. Following completion of the Transaction, Tiny will have more formal executive compensation plan in place for its NEOs.

See "Appendix H - Information Concerning the Resulting Issuer Following the Transaction – Executive Compensation".

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table is a summary of compensation (excluding compensation securities) paid, awarded to or earned by the Named Executive Officers and any director who is not a Named Executive Officer for the twelve months ended December 31, 2022 (unaudited) and the fiscal year ended 2021.

Table of Compensation Excluding Compensation Securities
NameandPosition	Year	Salary,consultingfee,retainer orcommission($)	Bonus($)	Committee orMeeting Fees($)	Value ofPerquisites($)	Value of allothercompensation($)	TotalCompensation($)
Andrew	2022	$154,611	$319,400	N/A	$60,845	N/A	$534,856
WilkinsonCo-Founder,President andDirector ofTinyChrisSparlingCo-Founder,	202120222021	$154,611$296,278$480,357	N/A$177,733N/A	N/AN/AN/A	$81,600$38,845$80,931	N/AN/AN/A	$236,211$512,856$561,288
Vice Presidentand Directorof Tiny
Ampere Chan	2022	$321,875	$300,000	N/A	$10,667	N/A	$632,542
ChiefFinancialOfficer ofTiny	2021	$220,833	$75,000(1)	N/A	$15,928	N/A	$311,761
Arif Mansuri	2022(2)	$541,760	$624,522	N/A	N/A	N/A	$1,166,282

Table of Compensation Excluding Compensation Securities
Name	and	Year	Salary,	Bonus	Comm	Value of	Value of all	Total
Position			consulting	($)	ittee or	Perquisites	other	Compensation
			fee,		Meetin	($)	compensation	($)
			retainer or		g Fees		($)
			commission		($)
			($)
Chief		2021(3)	$405,459	nil	N/A	$2,620	N/A	$408,079
Executive
Officer of
MetaLab

Notes:

(1) The entire amount of this bonus became payable in the year ended December 31, 2021 but was paid in 2022.

(3) Converted from US dollars to Canadian dollars based on a rate of US$1=$1.2743 being the average daily exchange rate posted by the Bank of Canada on December 31, 2021. No variable compensation was paid to Mr. Mansuri in the year ended December 31, 2021 as he became an employee on March 1, 2021.

Stock Options and other Compensation Securities

The following table sets forth information in respect of all compensation securities granted or issued to each director and NEO by Tiny or one of its subsidiaries for services provided or to be provided, directly or indirectly to Tiny or its subsidiaries in Tiny's most recently completed financial year ended December 31, 2022.

Compensation Securities
NameandPosition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date of issueor grant	Issue,conversion orexerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closing price ofsecurity orunderlyingsecurity at year end($)	Expiry Date
AndrewWilkinsonCo-Founder,President andDirector ofTiny	N/A	N/A	N/A	N/A	N/A	N/A	N/A
ChrisSparlingCo-Founder,VicePresident andDirector ofTiny	N/A	N/A	N/A	N/A	N/A	N/A	N/A
AmpereChanChiefFinancialOfficer ofTiny(1)	Options	7,833	January 25,2022	$0.00001	N/A	N/A	January 25,2032

(2) Converted from US dollars to Canadian dollars based on a rate of US$1=$1.3544 being the average daily exchange rate posted by the Bank of Canada on December 30, 2022.

Compensation Securities
NameandPosition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date of issueor grant	Issue,conversion orexerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closing price ofsecurity orunderlyingsecurity at year end($)	Expiry Date
ArifMansuriChiefExecutiveOfficer ofMetaLab	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Note:

(1) On January 25, 2022, Ampere Chan was granted options to purchase 7,833 Tiny Class A Shares at an exercise price of $0.00001 per share, vesting in equal monthly tranches over a period of 10 years. Such options were negotiated as part of an arrangement to receive compensation in lieu of salary to which Mr. Chan otherwise would have received. On December 7, 2022, the vesting of these options was accelerated and Mr. Chan exercised these options for Tiny Class A Shares at an exercise price of $0.01 per share. In connection with the accelerated vesting of the options, Mr. Chan also entered into an agreement with Tiny dated December 7, 2022 which provides substantially equivalent vesting terms which will be applicable to his Tiny Class A Shares. Pursuant to this agreement, Mr. Chan has granted Tiny an option to repurchase 6,266 of his Tiny Class A Shares (the "Repurchase Shares") at a purchase price of $0.0001 per share should he no longer be employed by Tiny. The number of Repurchase Shares will reduce over time provided that Mr. Chan continues to be employed by Tiny with all of the Repurchase Shares becoming fully vested on December 1, 2030. Mr. Chan has agreed to enter into a similar agreement with the Resulting Issuer upon closing of the Transaction with respect to the WeCommerce Shares as consideration for his Tiny Class A Shares.

Exercise of Compensation Securities by Directors and NEOs

The following table sets forth information in respect of all compensation securities exercised by each director and NEO of Tiny during Tiny's most recently completed financial year ended December 31, 2022.

Exercise of Compensation Securities by Directors and NEOs
NameandPosition	Type ofcompensationsecurity	Number ofunderlyingsecuritiesexercised	Exercisepricepersecurity ($)	Date ofExercise	Closing priceper securityon date ofexercise($)	Differencebetweenexerciseprice andclosing priceon date ofexercise($)	Total valueon exercisedate($)
AmpereChanChiefFinancialOfficer ofTiny(1)	Options	7,833	$0.01	December7, 2022	N/A	N/A	N/A

Note:

(1) On January 25, 2022, Ampere Chan was granted options to purchase 7,833 Tiny Class A Shares at an exercise price of $0.00001 per share, vesting in equal monthly tranches over a period of 10 years. Such options were negotiated as part of an arrangement to receive compensation in lieu of salary to which Mr. Chan otherwise would have received. On December 7, 2022, the vesting of these options was accelerated and Mr. Chan exercised these options for Tiny Class A Shares at an exercise price of $0.01 per share. In connection with the accelerated vesting of the options, Mr. Chan also entered into an agreement with Tiny dated December 7, 2022 which provides substantially equivalent vesting terms which will be applicable to his Tiny Class A Shares. Pursuant to this agreement, Mr. Chan has granted Tiny an option to repurchase the Repurchase Shares at a purchase price of $0.0001 per share should he no longer be employed by Tiny. The number of Repurchase Shares will reduce over time provided that Mr. Chan continues to be employed by Tiny with all of the Repurchase Shares becoming fully vested on December 1, 2030. Mr. Chan has agreed to enter into a similar agreement with the Resulting Issuer upon closing of the Transaction with respect to the WeCommerce Shares as consideration for his Tiny Class A Shares.

Securities Authorized for Issuance Under Equity Compensation Plans

Pursuant to the Amalgamation Agreement, Tiny may issue up to 2,410 RSUs under the Tiny Omnibus Incentive Plan, which RSUs will be exchanged for such number of WeCommerce RSUs as is equal to the number of Tiny RSUs so held multiplied by the Exchange Ratio upon closing of the Transaction.

Executive Employment Contracts

Neither Andrew Wilkinson nor Chris Sparling have a formal employment agreement with Tiny.

Ampere Chan currently serves as Chief Financial Officer of Tiny. He entered into an employment agreement with Tiny Management Ltd. on February 11, 2021 (the "Chan Employment Agreement"). Pursuant to the Chan Employment Agreement, Mr. Chan currently receives a base salary of $400,000 per annum, a discretionary bonus, and is eligible to earn $250,000 per year in short and long term equity incentive compensation. The term of the Chan Employment Agreement is indefinite, either party can terminate the Chan Employment Agreement with certain periods of advance notice. If the contract is terminated by Tiny Management Ltd. without cause, then Tiny Management Ltd. is required to provide Mr. Chan with three months' notice of termination or payment in lieu (or a combination thereof) plus an additional one month's notice or severance pay for each year of completed service up to a combined maximum of six months. The Chan Employment Agreement includes a 12-month non-solicitation clause.

Arif Mansuri currently serves and is expected to continue to serve as Chief Executive Officer of MetaLab and MetaLab Design (US) Ltd. ("MetaLab Design US"). He entered into employment agreements with each of MetaLab and MetaLab Design US on February 1, 2021 (together, the "MetaLab CEO Agreements"). Pursuant to the MetaLab CEO Agreements, Mr. Mansuri currently receives a base salary of US$400,000 per annum and is eligible to receive an annual cash bonus, which is tied to MetaLab's performance against the net profit target of MetaLab. The terms of the MetaLab CEO Agreements is indefinite; either party can terminate the contract with certain periods of advance notice. If the MetaLab CEO Agreements are terminated by MetaLab or MetaLab Design US, as applicable, without cause, then MetaLab or MetaLab Design US, as applicable, is required to provide Mr. Mansuri with six months' severance pay plus an additional two months' severance pay for each year of completed service up to a maximum of twelve months. The MetaLab CEO Agreements include a 12-month non-competition clause and a 24-month nonsolicitation clause.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of securities as of the date of this Circular by each person or entity known to beneficially own, or control or direct, directly or indirectly, 10% or more of the outstanding Tiny Shares. Other than as set forth below, no other person or entity beneficially owns, or controls or directs, directly or indirectly, 10% or more of the outstanding Tiny Shares as of the date of this Circular.

	Number of Tiny Shares Owned, Controlledor Directed, Directly or Indirectly	Percentage of Tiny Class AShares Held(1)
Andrew Wilkinson(2)	1,534,132 Tiny Class A Shares owned directly and	85.8%
Co-Founder, President	indirectly
and Director
Chris Sparling	224,106 Tiny Class A Shares owned directly	12.5%
Co-Founder, Vice
President and Director

Notes:

(2) 858,588 Tiny Class A Shares are registered to A. Wilkinson Holdings Ltd., 128,125 Tiny Class A Shares are registered to Wilkinson Ventures Ltd. and 547,419 Tiny Class A Shares are registered to 1360641 B.C. Ltd., each of which entities are controlled by Mr. Wilkinson.

(1) Representing both undiluted and fully diluted ownership percentage as of the date hereof as there are no options or other rights to acquire securities of Tiny that have been granted and are outstanding.

See "Appendix H – Information Concerning the Resulting Issuer following the Transaction – Principal Securityholders" for the expected principal securityholders of the Resulting Issuer after the completion of the Transaction and Post-Closing Reorganization.

DIRECTORS AND OFFICERS OF TINY

Andrew Wilkinson and Chris Sparling are the co-founders and directors of Tiny. Mr. Wilkinson is President, Mr. Sparling is Vice President and Ampere Chan is Chief Financial Officer of Tiny. For further information regarding these directors and officers, see "Appendix H – Directors and Executive Officers of the Resulting Issuer".

LEGAL PROCEEDINGS OR REGULATORY ACTIONS

Management of Tiny is not aware of any existing or contemplated legal proceedings or regulatory actions material to Tiny, or a subsidiary of Tiny, to which it is a party or to which its property is the subject.

INDEBTEDNESS OF DIRECTORS AND OFFICERS OF TINY

No director, executive officer or senior officer of Tiny or any associate thereof, is indebted to Tiny, or has been so indebted at any time during the preceding financial year.

OPTIONS AND RIGHTS TO PURCHASE SECURITIES OF TINY

Tiny does not currently have any options or share based awards outstanding. Pursuant to the Amalgamation Agreement, Tiny may issue up to 2,410 Tiny RSUs under the Tiny Omnibus Incentive Plan, which Tiny RSUs will be exchanged for such number of WeCommerce RSUs as is equal to the number of Tiny RSUs so held multiplied by the Exchange Ratio upon closing of the Transaction. As of the date of this Circular, no Tiny RSUs have been issued. For details on the Resulting Issuer's and its subsidiaries' options and rights to purchase securities following closing of the Transaction, Post-Closing Reorganization and Continuance, see "Appendix H — Options and Rights to Purchase Securities".

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as disclosed herein, none of the directors or executive officers of Tiny, nor any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of Tiny's outstanding voting securities, nor any associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction within the three years prior to the date of this Circular that has materially affected or is reasonably expected to materially affect Tiny or its subsidiaries.

See "Securities Law Matters — Application of TSXV Policy 5.9 and MI 61-101", "Appendix F — Additional Information Concerning WeCommerce Prior to the Transaction", and this "Appendix G — Information Concerning Tiny Prior to The Transaction".

MATERIAL CONTRACTS OF TINY

The following are the only material contracts, other than those contracts entered into in the ordinary course of business, which Tiny has entered into during the two years before the date of this Circular or to which Tiny is or will become a party on or prior to the implementation of the Amalgamation:

• 1. the Amalgamation Agreement;
• 1. letter agreement between Roynat Inc. and Tiny Capital Ltd. dated June 30, 2022, as amended on July 18, 2022 and August 30, 2022;
• 1. letter agreement between The Bank of Nova Scotia and Dribbble dated August 16, 2022; and
• 1. the National Bank Credit Agreement and an additional commitment agreement between Beam and National Bank of Canada dated November 16, 2022 with respect to the Additional Commitment Facility.

Copies of the above material agreements may be inspected at no cost during ordinary office business hours at Tiny's principal executive offices located at 400 - 1152 Mainland Street, Vancouver , British Columbia V6B 4X2 up to and including the completion of the Amalgamation, as well as for a period of 30 days thereafter.

RISK FACTORS

For a summary of risk factors related to Tiny, see Appendix H — "Risks Related to the Operations of Tiny and the Resulting Issuer".

INTEREST OF EXPERTS

Certain legal matters relating to Transaction will be passed upon on behalf of Tiny by Fasken Martineau DuMoulin LLP. As of the date hereof, Fasken Martineau DuMoulin LLP, and its partners and associates do not own shares of any class of outstanding securities of Tiny.

KPMG LLP are the external auditors of Tiny and are independent with respect to Tiny within the meaning of the CPA Code of Professional Conduct of the Institute of Chartered Professional Accountants of British Columbia.

AVAILABLE INFORMATION

We maintain a website at https://www.tiny.com/. The information found on our website is not part of this Circular or any other report we file with or furnish to Canadian securities regulatory authorities. References to Tiny's website in any documents that are incorporated by reference into this Circular, do not incorporate by reference the information on such website, and Tiny disclaims any such incorporation by reference.

SCHEDULE A OF APPENDIX G

TINY'S COMBINED CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND DECEMBER 31, 2020

(begins on following page)

TINY CAPITAL LTD.

And Independent Auditor's Report thereon Years ended December 31, 2021 and 2020

KPMG LLP PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone (604) 691-3000 Fax (604) 691-3031

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Tiny Capital Ltd.

Opinion

We have audited the combined consolidated financial statements of Tiny Capital Ltd. (the Entity), which comprise:

• the combined consolidated statements of financial position as at December 31, 2021, and December 31, 2020
• the combined consolidated statements of net income and comprehensive income for the years then ended
• the combined consolidated statements of changes in equity for the years then ended
• the combined consolidated statements of cash flows for the years then ended
• and notes to the combined consolidated financial statements, including a summary of significant accounting policies

(Hereinafter referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the combined consolidated financial position of the Entity as at December 31, 2021 and December 31, 2020, and its combined consolidated financial performance and its combined consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our auditor's report.

We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter – Basis of Preparation

We draw attention to Note 1 to the financial statements which describes the basis of preparation used in these financial statements and the purpose of the financial statements.

Our opinion is not modified in respect of this matter.

Other Matter – Comparative Information

The comparative information as at January 1, 2020 is unaudited. Accordingly, we do not express an opinion on it.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Entity's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
• Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group Entity to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

Chartered Professional Accountants

Vancouver, Canada January 19, 2023

Combined Consolidated Statements of Financial Position (Expressed in Canadian dollars)

December 31, 2021 and 2020

		December 31,	December 31,	January 1,
	Notes	2021	2020	2020
				(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$27,144,873	$18,004,515	$3,202,942
Trade and other receivables	5	7,544,060	5,891,593	5,804,041
Due from related parties	15	86,676	3,110,313	1,255,171
Forward contracts		505	585,956	151,485
Prepaid expenses		1,690,703	1,314,880	597,199
		36,466,817	28,907,257	11,010,838
Capital assets	6	6,153,959	952,390	776,325
Intangible assets	7	29,734,471	32,758,337	9,066,340
Right-of-use assets	11	842,113	489,210	208,166
Goodwill	8	19,380,920	21,729,720	4,544,039
Investments	9	30,265,527	15,038,724	3,030,785
Other assets		2,518,211	960,923	99,658
		$125,362,018	$100,836,561	$28,736,151
Liabilities and Shareholders' Equity
Current liabilities:
Trade and other payables	10	$20,236,855	$15,821,564	$1,627,853
Debt	12	2,925,000	4,818,665	-
Income taxes payable	16	2,757,057	3,275,447	1,663,119
Due to related parties	15	392,256	5,360,441	3,199,065
Preferred shares	15	6,326,716	6,326,716	-
Lease liabilities	11	332,260	381,483	172,225
Contingent consideration payable	4	467,911	-	-
Deferred revenueOther current liabilities	14	5,873,0956,740	4,671,948385,637	2,940,73714,316
		39,317,890	41,041,901	9,617,315
Deferred tax liabilities	16	6,015,230	5,178,253	206,645
Lease liabilities	11	542,968	154,435	98,408
Contingent consideration payableDebt	412	714,8465,487,852	-140,000	-5,674,142
		52,078,786	46,514,589	15,596,510
Equity:
Invested capital	13	41,326,346	37,384,726	10,060,378
Accumulated other comprehensive income		(2,935,593)	(2,607,714)	(168,483)
Retained earnings		24,431,394	8,033,181	2,048,510
Non-controlling interest		10,461,085	11,511,779	1,199,236
		73,283,232	54,321,972	13,139,641
Contingencies and Commitment (note 19)
Subsequent events (note 21)
		$125,362,018	$100,836,561	$28,736,151

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

Approved on behalf of the Board:

(Signed) "Andrew Wilkinson"	(Signed) "Chris Sparling"
Director	Director

Combined Consolidated Statements of Net Income and Comprehensive Income (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

	Notes	2021	2020
Revenue	14	$110,847,038	$83,904,014
Expenses:
Wages		51,437,941	35,306,401
Travel, meals and entertainment		891,934	281,282
Share based payments (recovery)		(120,520)	2,857,151
Professional fees		3,577,780	1,444,811
Office and general		6,742,393	5,684,713
Management and strategic fees		1,420,694	1,307,337
Interest and bank charges		443,716	919,665
Hosting fees		6,270,735	5,006,983
Depreciation and amortization		3,300,487	2,848,713
Business acquisition costs		-	347,508
Bad debts		263,114	-
Advertising and promotion		4,276,142	2,112,411
Earnings from operations		32,342,622	25,787,039
Gain on sale of subsidiary	4(a)	13,027,764	-
Share of loss from associates		(248,005)	(1,137,115)
Other income (expense)	5	426,568	1,670,427
Fair value gain (loss) on investment		1,031,307	1,350,125
Profit before income taxes		46,580,256	27,670,476
Current income tax recovery (expense)	16	(8,669,729)	(5,442,835)
Deferred tax recovery (expense)	16	(1,309,041)	(839,764)
Net income for the year		36,601,486	21,387,877
Attributable to:
Parent's interest		34,174,674	20,294,936
Non-controlling interests		2,426,812	1,092,941
		36,601,486	21,387,877
Other comprehensive income:
Foreign exchange loss ontranslating foreign operations		(196,307)	(3,249,204)
Total comprehensive income		$36,405,179	$18,138,673
Attributable to:
Parent's interest		$34,027,439	$17,816,215
Non-controlling interest		2,377,740	322,458
		$36,405,179	$18,138,673

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

Combined Consolidated Statements of Changes in Equity (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

			Aclatedcumu
			theor
	Invdtees	co	heivemprens	No	llingtron-con	Reinedta
	italcap		inc(los)omes		intertes	ingearns	Total
BalantJa1,2020ceanuary	$10,060,378	$	(168,483)	$	1,199,236	$2,048,510	$13,139,641
Sk oionisedtoctps exerc	(32)5,5		-		407,5	-	2,080
Issf shauance ores	137,695		-		-	-	137,695
--Shabad ptsre-seaymen	-3,059,467		-		-	-	3,059,467
AcisitionfZ1quo	-		-		600,000	-	600,000
fAcisitionButtoquon	-		-		660,000	-	660,000
CotributedSulusnrp	160,000		-		-	-	160,000
fCrAcisitiontiveMaketqus oear	23,96117,5		39,904		9,199,854	-	33,206,954
AcisitionfMelimquoae	5,000		-		2,645,010	(1,549)	2,648,461
Coheiveincfohetmprensomeryear	-		(2,48,21)77		322,485	20,294,936	18,138,637
Dividedsn	-		-		(3,121,878)	(14,308,716)	(17,430,594)
BalantDebe31,2020ceacemr	37,384,726		()2,607,714		11,511,779	8,033,181	54,321,972
Stock otionisedps exerc	-		-		173,615	-	173,615
fAcisitionFrtyquoos	-		-		1,090,428	-	1,090,428
SalefMelimoae	(2,970)		-		(2,220,742)	-	(2,223,712)
Acisiionf shaf sbsidiartquoresouy	(1,80,080)5		(42,03)5		(434,88)7	-	(2,0011)57,
Shabad ptsre-seaymen	80,076		(138,591)		-	-	(58,515)
Coheiveincfohetmprensomeryear	-		(1423)7,5		2,34077,7	34,14,6477	36,40195,7
Cotributioninlieufdivided pblenonaya	5,444,594		-		-	-	5,444,594
Dividedsn	-		-		(2,036,857)	(17,776,461)	(19,813,318)
BalantDebe31,2021ceacemr	$41,326,346	$	(2,935,593)	$	10,461,085	$24,431,394	$73,283,232

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

Combined Consolidated Statements of Cash Flows (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

	2021	2020
Cash provided by (used in):
Operations:
Net income	$36,601,486	$21,387,877
Items not involving cash:
Depreciation and amortization	3,300,487	2,848,713
Share based payments (recovery)	(120,520)	2,857,151
Finance expense	201,279	423,771
Unrealized gain on investment	(1,031,307)	(305,715)
Loss (gain) on disposal of assets	261,920	14,666
Gain on sale of subsidiary	(13,027,764)	-
Gain on step acquisition	-	(2,043,318)
Bad debt expense	263,114	-
Other income	(40,000)	(40,000)
Fair value adjustment to forward contracts	585,451	(434,471)
Share of loss from associate	248,005	1,137,115
Unrealized foreign exchange loss (gain)	5,791	(1,387,963)
Current income tax expense	8,669,729	5,442,835
Deferred income tax expense	1,309,041	839,764
	37,226,712	30,740,425
Changes in non-cash working capital (note 17)	1,716,005	13,827,565
Income taxes paid	(9,358,651)	(3,830,507)
Cash provided by (used in) operating activities	29,584,066	40,737,483
Financing:
Acquisition of NCI	(2,057,008)	-
Dividends paid to NCI	(2,036,857)	(3,121,878)
Dividends paid	(11,902,509)	(14,308,716)
Stock options exercised in combined entities	173,615	2,032
Proceeds from share issue	-	137,695
Debt, funds received, net	8,255,321	80,000
Debt, funds repaid, net	(4,821,665)	(733,202)
Interest paid on debt	(10,537)	(375,090)
Interest paid on lease payment	(63,473)	(51,231)
Lease payments	(485,370)	(339,336)
Cash provided by (used in) financing activities	(12,948,483)	(18,709,726)
Investments:
Purchase of investment	(14,443,501)	(7,766,855)
Purchase of capital assets	(5,872,978)	(478,714)
Acquisition of subsidiaries, net of cash acquired	(590,810)	2,480,059
Purchase of intangible assets	(140,586)	(1,456,592)
Proceeds from disposal of assets	6,769	(4,082)
Proceeds from sale of a business	13,545,881	-
Cash provided by (used in) investing activities	(7,495,225)	(7,226,184)
Increase (decrease) in cash and cash equivalents	9,140,358	14,801,573
Cash and cash equivalents, beginning of year	18,004,515	3,202,942
Cash and cash equivalents, end of year	$27,144,873	$18,004,515

Supplementary cashflow information (note 17)

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

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

1. Incorporation and nature of activities:

The financial statements represent the combined consolidated financial statements of Tiny Capital Ltd. and Beam Digital Ltd. The combined entities are hereinafter referred to as the Company.

Tiny Capital Ltd. ("Tiny") was incorporated under the British Columbia Business Corporations Act on January 14, 2016. Tiny is an investment platform 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 had a 24.6% 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. As the acquisition was completed subsequent to the reporting period, these financial statements are presented on a combined basis to include the combined operations of Beam and Tiny as they were under common control.

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

COVID-19:

The Company has assessed the economic impacts of COVID-19 on its consolidated financial statements. As at December 31, 2021, management has determined that the Company's results of operations and financial positions are not materially impacted. In making this judgment, management has assessed various criteria including, but not limited to, existing laws, regulations, orders, disruptions and potential disruptions in commodity prices and capital markets. While the Company has not experienced any significant negative impact to date, the extent to which communicable diseases may impact future business activity or financial results, and the duration of any such negative impact, will depend on future developments, which are highly uncertain and unknown at this time.

2. Basis of preparation:

These combined consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

These combined consolidated financial statements were approved and authorized for issuance by the Board of Directors on January 19, 2023.

These combined consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments measured at fair value.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

2. Basis of preparation (continued):

First-time adoption of IFRS:

As the Company has not previously prepared combined consolidated financial statements, these financial statements are the first IFRS financial statements of the Company in which IFRS 1 (First -time Adoption of International Financial Reporting Standards) has been applied. IFRS 1 sets out the procedures that an entity must follow when it adopts IFRSs for the first time as the basis for preparing its general purpose financial statements. Since the Company did not previously prepare combined financial statements, and accordingly does not have any previous GAAP for purposes of the combined financial statements, the Company is not required to present reconciliation as per IFRS 1. To the extent that subsidiaries of the Company had adopted IFRSs at an earlier transition date, the balances at January 1, 2020 are reflective of the IFRS balances in those subsidiary stand-alone financial statements, after considering necessary consolidation and equity accounting adjustments. The accounting policies set out in notes 2 and 3 have been applied consistently in preparing the combined consolidated financial statements as at and for the years ended December 31, 2021 and 2020.

(a) New and amended standards adopted by the Company:

The Company has applied the following amendments for the first time for their annual reporting period commencing January 1, 2021:

• COVID-19 Related Rent Concessions amendments to IFRS 16; and
• Interest Rate Benchmark Reform Phase 2 amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.

The Company also elected to adopt the following amendments early:

• Annual Improvements to IFRS Standards 2018-2020, and
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction amendments to IAS 12.

The amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods.

(b) New standards and interpretations not yet adopted:

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for December 31, 2021 reporting periods and have not been early adopted by the Company. These standards, amendments or interpretations are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

2. Basis of preparation (continued):

(c) Use of judgments and estimates:

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported expenses during the period. Actual results could differ from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.

Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The key areas of estimates applied in the preparation of these consolidated financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

(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 judgment. 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 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 intangible 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 is recorded at fair value at the acquisition date as part of the business combination based on expected discounted cash flows and, when liability-classified, is subsequently remeasured to fair value at each reporting date with any subsequent change in fair value recognized in the consolidated statements of net income and comprehensive income. The estimation of contingent consideration can require the Company to make estimates of future performance of the acquired business.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

2. Basis of preparation (continued):

• (c) Use of judgments and estimates (continued):
  • (iii) Impairment of intangible assets and goodwill:

Management assesses indicators of impairment for intangible assets and goodwill and tests goodwill and indefinite life intangible assets for impairment at least annually. 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.

In making these key estimates and judgements, management takes into consideration assumptions that are mainly based on market conditions existing at the reporting dates and appropriate market and discount rates. These estimates are regularly compared to actual market data and actual transactions entered into by the Company.

(iv) 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, projections provided by the underlying investees, etc.

(v) Determination of functional currency:

Determination of functional currency requires management to make judgments in evaluating primary and secondary indicators under International Accounting Standards ("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.

3. Significant accounting policies:

(a) Principles of consolidation and equity accounting:

These combined 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.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(a) Principles of consolidation and equity accounting (continued):

Principal subsidiaries of Tiny are as follows:

		Ownershippercentage atDecember 31,	Ownershippercentage atDecember 31,
Entity	Country	2021	2020
Dribbble HoldingsTiny Boards Holdings Ltd.Tiny Holdings Ltd.Meteor Software Holdings Ltd.Mealime Meal Plans Inc.	CanadaCanadaCanadaCanadaCanada	73.8%100%100%100%nil	73.8%100%100%100%51.77%

Principal subsidiaries of Beam are as follows:

		Ownershippercentage atDecember 31,	Ownershippercentage atDecember 31,
Entity	Country	2021	2020
Metalab Design LtdZero to One Digital Production Studio (Canada) Ltd CanadaFrosty Studio LtdButton Inc.8020 Design Ltd.Z1 Digital Product Studio SL	CanadaCanadaCanadaCanadaSpain	100%70%65%60%66.5%70%	100%70%0%60%66.5%70%

Inter-company transactions, balances and unrealised gains on transactions between entities, including those between Tiny and Beam, are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries are consistent with the policies adopted by the Company.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the combined consolidated statements of net income and comprehensive income, combined consolidated statements of changes in equity and combined consolidated statements of financial position respectively.

An associate is an entity over which the Company has significant influence but not control or joint control. Investments in associates are accounted for using the equity method of accounting.

Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Company's share of the post-acquisition profits or losses of the investee in net income, and the Company's share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates are recognized as a reduction in the carrying amount of the investment.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(a) Principles of consolidation and equity accounting (continued):

Where the Company's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Company and its associates and joint ventures are eliminated to the extent of the Company's interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Company.

The Company treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to noncontrolling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Tiny.

When the Company ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Company had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

(b) Foreign currency translation:

IFRS requires that the functional currency of each entity in the consolidated Company be determined separately in accordance with the indicators as per International Accounting Standards ("IAS") 21, The Effects of Changes in Foreign Exchange Rates and should be measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company is the Canadian dollar. The functional currency of all principal subsidiaries as previously identified is the Canadian dollar, except for Dribbble and Tiny Capital (US) Ltd., whose functional currency is the USD and Z1 Digital Product Studio SL whose functional currency is the Euro.

These consolidated financial statements are presented in Canadian dollars, which is the Company's presentation currency.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(b) Foreign currency translation (continued):

Under IFRS, the results and financial position of all the Company's entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities are translated at the closing rate at the date of the consolidated statements of financial position;
• income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the date of the transaction); and
• all resulting exchange differences are recognized as a separate component of equity.

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in net income.

Foreign exchange gains and losses that relate to the Company's line of credit facility are presented in the consolidated statements of net income and comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the consolidated statements of net income and comprehensive income on a net basis within other income (expenses).

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

(c) Business combinations:

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:

• fair values of the assets transferred;
• liabilities incurred to the former owners of the acquired business;
• equity interests issued by the Company;
• fair value of any asset or liability resulting from a contingent consideration arrangement; and
• fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(c) Business combinations (continued):

Acquisition-related costs are expensed as incurred.

The excess of the:

• consideration transferred;
• amount of any non-controlling interest in the acquired entity; and
• acquisition-date fair value of any previous equity interest in the acquired entity;

over the fair value of the net identifiable assets acquired is recorded as goodwill.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration payable is measured at fair value at the date of acquisition and is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognized in net income.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in net income.

(d) Cash and cash equivalents:

Cash and cash equivalents consist of cash and cashable guaranteed investment certificates that are readily convertible into a known amount of cash on demand, with a maturity date of 3 months or less.

(e) Trade receivables:

Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less allowance for expected credit losses.

• (f) Financial instruments:
  • (i) Financial assets:

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss.

The Company classifies its financial assets in the following categories: fair value through profit or loss, amortized cost or fair value through other comprehensive income. The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows. Management determines the classification of financial assets at initial recognition.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

• (f) Financial instruments (continued):
  • (ii) Amortized cost:

Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not classified or designated as fair value through profit and loss:

• (A) the Company's objective for these financial assets is to collect their contractual cash flows; and
• (B) the asset's contractual cash flows represent solely payments of principal and interests.

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. The Company's cash and cash equivalents, trade and other receivables and amounts due from related parties are recorded at amortized cost as they meet the required criteria.

(iii) Fair value through other comprehensive income ("OCI"):

For financial assets that are investments in equity instruments that are not held for trading, the Company can make an irrevocable election at initial recognition to classify the instruments at fair value plus transaction costs through other comprehensive income ("FVOCI"), with all subsequent changes in fair value being recognized in other comprehensive income. This election is available for each separate investment. Under this category, fair value changes are recognized in OCI while dividends are recognized in profit or loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. The Company does not have any financial assets designated as FVOCI.

(iv) Financial assets at fair value through profit or loss:

Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. Financial assets at FVTPL are initially recognized at fair value with transaction costs expensed in profit and loss with changes in fair value recorded in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in other income (expenses) in the consolidated statements of net income and comprehensive income in the period in which they arise.

(v) Financial liabilities:

Financial liabilities are recognized initially at fair value, net of transaction costs, and are subsequently stated at amortized cost, except for contingent consideration liabilities and derivatives, which are subsequently measured at FVTPL. For liabilities recognized as amortized cost, any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method. For liabilities recognized as FVTPL, transaction costs are expensed in profit and loss with realized and unrealized gains and losses arising from changes in the fair value included in profit or loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive income (loss).

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

• (f) Financial instruments (continued):
  • (v) Financial liabilities (continued):

Financial liabilities are classified as current or non-current based on their maturity date. Financial liabilities include trade and other payables, amounts due to related parties and other liabilities.

Impairment of financial instruments:

The Company does not have any investment in debt instruments.

For trade receivables and contract assets, the Company applies a simplified approach in calculating expected credit loss ("ECL"). Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The Company is generally paid in advance for its services.

Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 120 days past due.

Impairment losses on trade receivables are presented as net impairment losses are recorded to the statement of net income and comprehensive income. Subsequent recoveries of amounts previously written off are credited against the same line item.

Derivative financial instruments:

The Company enters into forward exchange contracts for the sale of US dollars at specified future dates solely to protect itself from the cash flow risk attributable to the effect of foreign currency fluctuations on anticipated sales of services denominated in US dollars. These financial instruments are measured at fair value, which is determined based on amounts quoted by the Company's counterparties to realize favourable contracts or to settle unfavourable contracts. The unrealized gain or loss arising from changes in the fair value of forward exchange contracts is included in net income as the instruments have not been designated as hedges for accounting purposes.

Derecognition of financial instruments:

Financial assets are derecognized when the contractual rights to receive the cash flows from these assets have ceased to exist or the assets have been transferred and substantially all the risks and rewards of ownership of the assets are also transferred.

If the Company has neither transferred nor retained substantially all the risks and rewards of the transferred financial asset, it assesses whether it has retained control over the transferred asset. If control has been retained, the Company recognizes the transferred asset to the extent of its continuing involvement. If control has not been retained, the Company derecognizes the transferred asset. Financial liabilities are derecognized when they have been redeemed or otherwise extinguished.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(g) Capital assets:

Capital assets are recorded at historical cost, less accumulated depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

The Company recognizes depreciation using the straight-line and declining methods at rates designed to depreciate the cost of the capital assets over their estimated useful lives. Land is not depreciated. The annual depreciation rates are as follows:

Asset	Depreciation period
BuildingComputer equipmentComputer softwareFurniture and equipmentLeasehold improvements	25 years3 year3 year5 yearLessor of initial lease term anduseful life of asset

Depreciation methods, useful lives, and residual values are reviewed at each financial year end and adjusted if appropriate.

(h) Intangible assets:

Intangible assets consist of acquired trade names and brand, customer contracts, customer relationships, cryptocurrency and capitalized website and application development costs. Intangibles acquired in business combinations are recognized at fair value at the acquisition date. Intangible assets, except cryptocurrency, are carried at cost, less accumulated amortization and any recognized impairment loss.

Cryptocurrency is classified as intangible assets and measured at cost less accumulated impairment losses, if any.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(h) Intangible assets (continued):

Costs associated with maintaining software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Company are recognized as intangible assets where the following criteria are met:

• it is technically feasible to complete the software so that it will be available for use;
• management intends to complete the software and use or sell it;
• there is an ability to use or sell the software;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell;
• the software is available; and
• the expenditure attributable to the software during its development can be reliably measured.

The Company recognizes amortization using the straight-line method at rates designed to amortize the cost of the intangible assets over their estimated useful lives. The annual amortization rates are as follows:

Asset class	Amortization period
Trade names and brand	5 years
Customer contracts	5 years
Customer relationships	5-10 years
Website and application development costs	5-10 years
Other	5-10 years

Amortization methods, useful lives, and residual values are reviewed at each financial year end and adjusted if appropriate.

(i) Goodwill:

Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. After initial recognition, goodwill is measured at cost less any accumulated impairment losses, if any.

(j) Impairment of non-financial assets:

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(j) Impairment of non-financial assets (continued):

The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that were previously impaired are reviewed for possible reversal of the impairment at the end of each reporting period.

(k) Trade and other payables:

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are generally paid according to vendor terms. Trade and other payables are presented as current liabilities unless payment is not due within 12-months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

(l) Provisions:

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.

• (m) Employee benefits:
  • (i) Short-term obligations:

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

• (m) Employee benefits (continued):
  • (ii) Share-based payments:

The Company and its subsidiaries have stock option plans, details of which are set out in note 13.

The grant-date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. The Company does not have any awards with non-vesting conditions for the periods presented.

For share-based payments granted based on the shares of any non-wholly owned subsidiaries, the Company has elected to recognize the entire cumulative compensation cost as the parent's equity and no amount is recorded as noncontrolling interest prior to exercise of the share options.

(n) Dividends:

Dividends declared and payable to the Company's shareholders are recognized as a liability in the consolidated statements of financial position in the period in which the dividends are approved by the Company's Board of Directors.

(o) Revenue recognition:

The Company generates revenue primarily from the provision of strategic and design services and marketing services. The Company also generates marketplace revenue from the sale of digital goods, job board revenue from its job boards operations and cloud service revenue for providing hosting services. The Company follows the five-step model under IFRS 15 to recognize revenue:

• (i) Identifying the contract with a customer;
• (ii) Identifying the performance obligations;
• (iii) Determining the transaction price;
• (iv) Allocating the transaction price to the performance obligations; and
• (v) Recognizing revenue when/as performance obligation(s) are satisfied.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(o) Revenue recognition (continued):

Digital services revenue:

Revenue is recognized over time, when or as the Company satisfies performance obligations by transferring the promised services to its customers. For contracts where the transaction price is based on a fixed fee, the Company uses the percentage-of-completion method to determine the amount of revenue to recognize in each period. The stage of completion is measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract. For contracts where the transaction price is based on time and materials, revenue is recognized as work is performed based on the hourly rates agreed with the customers. Costs incurred in the year relating to future activity on a contract are excluded from contract costs in determining the stage of completion. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in the consolidated statements of net income and comprehensive income in the period in which the circumstances that give rise to the revision become known by management. Because of the nature of services offered, there are no obligations for refunds, returns or warranties.

On the consolidated statements of financial position, the Company reports the net contract position for each contract as either an asset or a liability. A contract represents an asset (unbilled revenue) where costs incurred plus recognized profits (less recognized losses) exceed progress billings; a contract represents a liability (unearned revenue) where the progress billings exceed the costs incurred plus recognized profits.

The Company receives payments from customers based on progress billings issued. Unbilled revenue relates to the Company's conditional right to consideration for the completed performance under the contract. Trade receivables are recognized when the right to consideration becomes unconditional. Deferred revenue relates to stage payments or retainers that are received in advance of performance under the contract.

Creative platform revenue

Revenue is recognized net of amounts due to sellers as control of the digital goods or assets is transferred to the buyers.

Job board revenue:

Revenue is recognized in the contracted period in which the job postings are displayed on the Company's job boards.

Cloud service revenue:

Revenue is recognized in the contracted period in which the hosting service is provided.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(p) Government assistance:

Government grants, including grants from similar bodies, consisting of investment tax credits are recorded as other income in the consolidated statements of net income and comprehensive income. Government grants are recognized when there is reasonable assurance that the Company has met the requirements of the approved grant program and there is reasonable assurance that the grant will be received.

Grants that compensate the Company for expenses incurred are recognized in profit or loss on a systematic basis in the same years in which the expenses are recognized.

(q) Income taxes:

The income tax expense or credit for the period is the tax payable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill.

Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(q) Income taxes (continued):

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

(r) Leases:

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset. As a lessee, the Company recognizes a right-of-use asset, and a lease liability at the commencement date of a lease.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

• fixed payments, including in-substance fixed payments, less any lease incentives receivable;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable under a residual value guarantee;
• exercise prices of purchase options if we are reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the Company's estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

3. Significant accounting policies (continued):

(r) Leases (continued):

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain measurements of the lease liability.

The Company does not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12-months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(s) Invested capital:

Invested capital consists of common shares issued, contributions of businesses from shareholders and other reserves. Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares and share options are recognized as a deduction from equity, net of any tax effects. Preferred shares of a subsidiary redeemable at the option of the holder are classified as a liability.

(t) Segment reporting:

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer, who is the chief operating decision maker.

4. Business combinations:

(a) Mealime Meal Plans Inc. ("Mealime"):

In 2018, the Company purchased approximately 41% of Mealime from its founder, such investment was accounted for using the equity method. Mealime operates a meal planning application promoting healthy eating. In July 2020, the Company increased ownership interest to approximately 52% by purchasing shares from another shareholder, which was accounted for as a business combination, resulting in a remeasurement gain of $1,637,346 and goodwill of $3,413,729. In June 2021, the Company disposed all of its interest in Mealime to a third party, resulting in a disposal gain of $13,027,764.

Details of the purchase consideration, the net assets acquired and goodwill as at the date control was acquired on July 25, 2020 are as follows:

Purchase consideration:Fair value of previously held interestAdditional interest purchased	$2,302,654544,650
Total purchase consideration	$2,847,304

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

4. Business combinations (continued):

(a) Mealime Meal Plans Inc. ("Mealime") (continued):

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

Net assetsSoftware applicationsDeferred tax liabilitiesNon-controlling interestsGoodwill	$250,1922,504,648(676,255)(2,645,010)3,413,729
Net assets acquired	$2,847,304

(b) Z1 Digital Product Studio SL:

In November 2018, Beam acquired a 50% interest in Z1 Digital Product Studio SL ("Z1"), a service provider for design and engineering services for Internet-based platforms to customers. Beam had significant influence over Z1 and accounted for the investment using the equity method. On March 28, 2020, Beam acquired an additional 20% interest in the issued and outstanding share capital of Z1 and therefore obtained control over Z1. The acquisition on March 28, 2020 was accounted for as a business combination.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Purchase consideration:Cash paidFair value of previously held interest	$400,0001,000,000
Total purchase consideration	$1,400,000

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

	Fair value
Cash and cash equivalents	$1,021,183
Trade and other receivables	279,986
Capital assets	80,024
Customer relationships	416,170
Brand	175,621
Trade and other payables	(435,514)
Deferred tax liabilities	(147,948)
Non-controlling interests	(600,000)
Goodwill	610,478
Net assets acquired	$1,400,000

The Company measures non-controlling interest initially at fair value based on the implied fair value of the consideration paid or payable for the equity interest acquired. The goodwill is attributable to the workforce and the high profitability of the acquired business. It will not be deductible for tax purposes.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

4. Business combinations (continued):

(b) Z1 Digital Product Studio SL (continued):

For the period from January 1, 2020 to March 28, 2020, the Company's share of net profit of Z1 under the equity method was $155,242. As a result of remeasuring the equity interest in Z1 previously held by the Company before the business combination, a gain of $405,972 was recognized as other income in the consolidated statement of net income and comprehensive income for the year ended December 31, 2020.

(c) Creative Market Labs, Inc.:

On April 30, 2020, Dribbble acquired 100% of Creative Market Labs, Inc. ("Creative Market") pursuant to an acquisition agreement and consideration was issued in the form of shares and replacement options. Creative Market is the host of an online marketplace for graphic design by independent creators. The main purpose of this acquisition was to enhance Dribbble's position in the creative sector by providing additional products and services which align with Dribbble's values and goals.

The transaction was accounted for as a business combination in accordance with IFRS 3, Business Combinations. The fair values of identifiable assets acquired and liabilities assumed are as follows:

Purchase consideration:Share consideration (1)Option consideration (2)Working capital adjustment (3)	$30,769,5001,848,639326,989
Total purchase consideration	$32,945,128

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

	Fair value
Working capital acquired	$(835,671)
Lease asset	650,988
Lease liability	(650,988)
Security deposits	133,187
Promissory note receivable	241,920
Developed technology	3,676,413
Customer relationships	11,225,370
Trade names and brand	9,323,873
Non-current liability	(1,168,461)
Deferred tax liability	(3,130,254)
Goodwill	13,478,751

Net assets acquired $ 32,945,128

(1) Dribbble issued 1,226,043 common shares at a fair value per common share of US$18.23. The issuance of these shares diluted the Company's interest in Dribbble from 85.0% to 72.4%.

(2) Dribbble issued 77,425 stock options valued using the following weighted average Black Scholes assumptions: risk-free interest rate of 0.59%, expected term of 8.79 years, volatility of 100% and dividend rate of 0%.

(3) In settlement of a post-closing working capital adjustment, Dribbble issued 12,892 common shares at a fair value per common share of US$18.23.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

4. Business combinations (continued):

(c) Creative Market Labs, Inc. (continued);

The goodwill is attributable to the workforce and the complementary properties of the acquired business to the pre-existing Company. It will not be deductible for tax purposes. Included within working capital acquired is cash acquired of $10,898,957 and a seller's liability of $11,505,960.

Based on the dilution of the Company's interest in its subsidiary caused by the issuance of shares, the Company recognized $9.2 million in Non-controlling interest and $24.0 million in Invested capital.

(d) Button Inc.:

On May 1, 2020, Beam acquired 60% of the issued and outstanding share capital of Button Inc. ("Button"), a service provider for design and engineering services for Internet-based platforms to customers.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Purchase consideration:
Cash paid	$1,117,291

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

Net assets acquired	$1,117,291
Goodwill	1,057,525
Non-controlling interest	(660,000)
Debt	(40,000)
Deferred tax liabilities	(133,857)
Accounts payable and accruals	(98,911)
Brand	85,600
Customer contracts	82,300
Customer relationships	171,500
Capital assets	2,235
Deposits and short term investments	5,104
Accounts and other receivables	289,596
Cash	$356,199

The Company measures non-controlling interest initially at fair value based on the implied fair value of the consideration paid or payable for the equity interest acquired. The goodwill is attributable to the workforce and the high profitability of the acquired business. It will not be deductible for tax purposes.

Years ended December 31, 2021 and 2020

4. Business combinations (continued):

(e) Frosty Studio Ltd.:

On December 31, 2021, Beam acquired 65% of a business by setting up a subsidiary to acquire certain assets of Frosty Studio Ltd. ("Frosty"), a marketing service provider to customers, including branding and creative and strategy services. Beam owns 65% of the subsidiary while the sellers own the remaining 35%. Because the assets acquired constitute a business, this transaction is accounted for as a business combination.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Purchase consideration:Cash paidFair value of contingent consideration (note 1)	$842,2671,182,812
Total purchase consideration	$2,025,079

Note 1: 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. The fair value of the contingent consideration was estimated by calculating the present value of the future expected cash flows.

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

CashCapital assetsCustomer relationshipsBrandDeferred tax liabilitiesNon-controlling interestGoodwill	$393,5496,3171,440,276230,1914,738(1,090,428)1,045,122
Net assets acquired	$2,029,765

The Company measures non-controlling interest initially at fair value based on the implied fair value of the consideration paid or payable for the business acquired. The goodwill is attributable to the workforce and synergy expected from the acquisition. It will be deductible for tax purposes.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

4. Business combinations (continued):

(f) Estimated consolidated revenue and net income (unaudited):

For the year ended December 31, 2020, Creative Market contributed revenues of $14,355,561 and net income of $4,506,983 to the Company for the period from May 1, 2020 to December 31, 2020. Z1 contributed revenue and net income of $4,067,583 and $1,319,093, respectively, to the Company's results. Mealime contributed revenue and net income of $1,343,728 and $245,076, respectively, to the Company's results for the period from July 25, 2020 to December 31, 2020. In addition, Button contributed revenue and net income of $874,810 and $200,949, respectively, to the Company's results. Had the acquisitions occurred on January 1, 2020, management estimates that consolidated revenue and consolidated net income for the year ended December 31, 2020 would have been $93,015,850 and $19,554,148.

5. Trade and receivables:

	2021	2020
Trade receivablesUnbilled revenueTaxesOther receivableAllowance for credit loss	$6,622,225846,499299,70313,981(238,348)	$5,065,310516,68982,667226,927-
	$7,544,060	$5,891,593

In 2020, the Company received government rent and wage assistance of $1,084,393. Under the terms of the government assistance, this amount is not repayable in the future. Accordingly, the $1,084,393 is recognized as a government grant in other income (expense) during the year ended December 31, 2020.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

6. Capital assets:

	Ladn	Building	Cotermpuiptequmen	Cotermpuftwsoare	Fuiturdrne aniptequmen	imp	Leholdasetsrovemen	Tolta
Cot:sBalanJa1,2020cenuary,AdditionsDisplsosaFoigharen excnge	$----	$----	$681,648337,198()31,074(4,509)	$92,002193,400--	$496,17058,201()960-	$	472,806---	$1,742,626588,799()32,034(4,509)
BalanDebe31,2020cecemr,AddiiontsDisplsosaFoigharen excnge	-2,906,428--	-1,859,554--	983,263452,739()121,904708	285,40235,100--	553,411327,111()99,662-		472,806298,363()433,776-	2,294,8825,879,295()655,342708
BalanDebe31,2021cecemr,	2,906,428	1,859,554	1,314,806	320,502	780,860		337,393	7,519,543
Aclateddeiatiocumprecn:uBalanJa1,2020cenuary,DeiationprecexpenseDisplsosaFoigharen excnge	----	----	424,065211,034(20,714)()3,971	28,01174,395--	363,68968,848(736)-		150,53747,334--	966,302401,611(21,450)()3,971
BalanDebe31,2020cecemr,DeiationprecexpenseDisplsosaFoigharen excnge	----	-17,812--	610,414249,119(93,681)286	102,40658,056--	431,80155,375(88,029)-		197,87129,097(204,943)-	1,342,492409,459(386,653)286
BalanDebe31,2021cecemr,	$-	$17,812	$766,138	$160,462	$399,147	$	22,025	$1,365,584
Netbok vlueoaDebe31,2020cemr31,2021Debecemr	$-2,906,284	$-1,81,2474	$372,8498,66854	$182,996160,004	$121,610381,137	$	274,935313685,	$952,3906,13,9955

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

7. Intangible assets:

				Wbsitedean
				licaiontapp
	Cutomser	Cutomser	Trdeaname	deloptvemen
	lationhipress	tratsconc	dbradsann	tscos	Other	Total
Cot:s
BalanJa1,2020cenuary,	$1,056,105	$-	$-	$9,027,179	$1,107,019	$11,190,303
Additions	11,13,4575	82,299	9,23,2965	6,091,965	22385,4	2066,837,4
Dispdose	-	-	-	(54,701)	-	(54,701)
Foigharen excnge	(12)557,7	-	(460,343)	(20,182)7	(1,68)7	(1,289,384)
BalanDebe31,2020cecemr	11,912,508	82,299	8,792,953	14,794,261	1,330,680	36,912,701
,Additions	1,0,26447	-	230,191	33,907	106,697	1,811,035
Dispdose	-	-	-	(2,504,648)	-	(2,504,648)
Foigharen excnge	(61)75,5	-	(49,692)	(33,186)	(14)7	(18,613)5
BalanDebe31,2021cecemr,	13,277,223	82,299	8,973,452	12,290,334	1,437,185	36,060,493
Aclatedtizatiocumuamorn:
BalanJa1,2020cenuary,	44,004	-	-	2,026,355	3,4225	2,123,961
Amtizationorexpense	576,459	10,960	48,158	1,390,266	112,265	2,138,108
Dispdose	-	-	-	(29,80)7	-	(29,80)7
Foigharen excnge	(19,271)	-	(379)	(57,802)	(446)	(77,898)
BalanDebe31,2020cecemr	601,192	10,960	497,77	3,329,192	162415,	4,14,3645
,Amtizationorexpense	930,434	16,461	66,131	1,305,164	113,121	2,431,311
Foigharen excnge	(6,12)5	-	(229)5,	2,185	8	(9,188)
Dispdose	-	-	-	()250,465	-	()250,465
BalanDebe31,2021cecemr,	$1,24455,7	$24217,	$108,681	$4,386,067	$28,3077	$6,326,022
Netbok vlue
oa:Debe31,2020cemr	$11,311,316	$71,339	$8,745,174	$11,465,069	$1,165,439	$32,758,337
Debe31,2021cemr	11,751,749	54,878	8,864,771	7,904,258	1,158,815	29,734,471

Years ended December 31, 2021 and 2020

8. Goodwill:

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

	Beam	Tiny Board	Dribbble	Mealime	Total
Balance, January 1, 2020AdditionsForeign exchange	$-1,668,004(8,789)	$ 128,119--	$4,415,92013,478,751(1,366,014)	$-3,413,729-	$4,544,03918,560,484(1,374,803)
Balance, December 31, 2020AdditionsDispositionForeign exchange	1,659,2151,045,122-(46,915)	128,119---	16,528,657135,280-(68,558)	3,413,729-(3,413,729)-	21,729,7201,180,402(3,413,729)(115,473)
Balance, December 31, 2021	$2,657,422	$ 128,119	$ 16,595,379	$-	$ 19,380,920

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

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 unit. 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.

No impairment of goodwill was identified as a result of the Company's impairment tests as at December 31, 2021 and 2020. Goodwill impairment testing is based on a value in use approach and was completed for the each of the three CGUs within Beam, two CGUs within Dribbble, Mealime CGU, and Tiny Boards CGU. The Frosty goodwill, which is one of the CGU's within Beam, was acquired at the date of the statement of financial position, therefore it was excluded from the goodwill impairment testing for the fiscal year ended December 31, 2021.The recoverable amount is determined by management's experience and future expectations of the business performance are used to make a best estimate of the expected revenue and cash flows for a 5-year period. The revenue growth rate in that period is based upon management's current and long-term forecasts and is a key driver within the test. The recoverable amount was estimated using annual revenue growth rates of 5% to 22% and pre-tax discount rate ranging from 15% to 30%. The discount rates applied in the cash flow model are pre-tax rates that reflect the time value of money and risk associated with the business.

Another key assumption in the analysis is the terminal growth rate. The terminal growth rate of 2% to 3% is based on the long-term growth prospects of the business beyond a 5-year term. As at December 31, 2021, a sensitivity analysis was also completed for each CGU cash flow model and it was determined that reasonable changes to key assumptions would not result in an impairment loss.

Years ended December 31, 2021 and 2020

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.

	2021	2020
Investment in associatesInvestment in equity securities	$ 26,741,7013,523,826	$13,448,5131,590,211
	$ 30,265,527	$15,038,724

(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	% ownership				Carrying amount
	incorporation	2021	2020		2021		2020
WeCommerceHoldings Ltd.	BC, Canada	27.99%	30.91%		$ 13,086,862	$	13,162,312

During the year ended December 31, 2020, a shareholder of the Company transferred 455,942 shares of WeCommerce in exchange for 1,000 Preferred Shares of Tiny Capital Ltd. The fair value of the shares exchanged was recorded as an increase in Investment in WeCommerce and increase in Invested Capital in the financial statements. The quoted fair value of the Company's investment in WeCommerce Holdings Ltd. were $212,296,825 and $148,707,663, as at December 31, 2020 and 2021, respectively.

Summarized balance sheet

	WeCommerce
	2021	2020
Current assets	$ 31,219,280	$63,303,986
Non-current assetsCurrent liabilities	168,303,23930,919,370	21,489,7668,322,808
Non-current liabilities	59,886,981	10,500,067
Reconciliation to carrying amounts:
Opening net assets January 1	65,970,877	902,681
Loss for the period	(842,922)	(4,416,476)
Other comprehensive income	856,361	(9,787)
Closing net assets	108,716,168	65,970,877

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

9. Investments (continued):

(a) WeCommerce Holdings Ltd. ("WeCommerce") (continued):

Summarized statement of comprehensive income

		WeCommerce
	2021	2020
RevenueProfit (loss) from continuing operations:	$ 38,581,377	$21,281,499
Profit (loss) for the period	(842,922)	(4,416,476)
Other comprehensive income (loss)Total comprehensive income (loss)	856,36113,439	(9,787)(4,426,263)
Dividends received	-	-

(b) Other associates:

In addition to the interests in WeCommerce disclosed above, the Company also had interests of $13,654,839 and $286,201 in other associated at December 31, 2021 and 2020, respectively. Of the other interests in associates, the only material investment was an interest in TFC Investment Ltd., a private Canadian-incorporated 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 a 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. The portion of the Investment in associates and Earnings in associates balances related to TFC Investment Ltd. for the year ended December 31, 2021 were $13,354,314 (2020 - nil) and loss of $237,952 (2020 loss of $196,696), respectively.

10. Trade and other payables:

	2021	2020
Sellers' liabilityTrade payablesAccrued liabilitiesSales, payroll and withholding taxesRedeemable shares issued by a subsidiary (Note 1)Other	$ 11,234,6543,680,5601,179,4203,264,245250,000627,976	$11,086,5161,926,984301,2421,725,169250,000531,653
	$ 20,236,855	$15,821,564

Note 1: As at December 31, 2020 and 2021, Beam had 100 redeemable preferred shares issued and outstanding that are redeemable for cash of $250,000 at the option of the holder. Subsequent to December 31, 2021, these redeemable preferred shares were redeemed for $100 in aggregate.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

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

Beam has two leases for office premises. The Vancouver lease is a five year lease and an extension option for an additional five years term. The Victoria office is a five year lease with no extension option. When measuring the lease liability, Beam discounted lease payments using an incremental borrowing rate of 5%.

Dribbble acquired a lease through the acquisition of Creative Market (Note 4) for its San Francisco office premises that expired on June 30, 2022. When measuring the lease liability, Dribbble discounted lease payments using an incremental borrowing rate at May 1, 2020 of 12%.

Right of use asset
Balance, January 1, 2020AdditionsAmortizationUnrealized foreign exchange	$208,166627,822(324,649)(22,129)
Balance, December 31, 2020AdditionsAmortizationUnrealized foreign exchange	489,210829,636(471,894)(4,839)
Balance, December 31, 2021	$842,113
Lease liabilities
Balance, January 1, 2020AdditionsFinance expenseLease paymentsUnrealized foreign exchange	$270,633627,82251,231(390,567)(23,201)
Balance, December 31, 2020AdditionsFinance expenseLease paymentsUnrealized foreign exchange	535,918829,63663,473(548,843)(4,956)
Balance, December 31, 2021	$875,228

Costs not included in the measurement of the lease liabilities related to low-value leases and short-term leases are $34,481 (2020 - $21,309).

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

12. Debt:

	2021	2020
Current:Loans and facilities	$2,925,000	$4,818,665
Non-current:Revolving facilityRBC facilityCEBA loans	5,327,852-160,000	--140,000
	$8,412,852	$4,958,665

(a) Revolving facility:

On June 30, 2021, Tiny and a subsidiary of Beam, Metalab Design Ltd. ("Metalab") signed a new credit facility (the "Credit Facility") with J.P. Morgan Chase Bank, N.A. from which Metalab and Tiny received a revolving financing commitment of CAD$27 million. The facility has a maturity date of June 30, 2024 where the entire principal of the Credit Facility will be due and payable.

Tiny incurred transaction costs amounting to $54,000 in relation to this new facility. These costs are being amortized over the term of the new facility, commencing on June 30, 2021.

As at December 31, 2021, Tiny had $5,372,852 outstanding under the Credit Facility. As at December 31, 2021, Metalab had nil outstanding under the Credit Facility. The Credit Facility bears interest at a variable rate spread between 2%-3% on CBR, Eurodollar, Canadian Prime Rate, or CDOR. The effective interest rate for the Credit Facility at December 31, 2021 was 2.11%.

The credit facility agreement contains two loan covenants based on the combined results:

• The total leverage ratio on the last day of any fiscal quarter to be less than 3.00:1.00
• The Fixed Coverage Charge 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 1.25:1.00. FCCR is defined as adjusted consolidated EBITDA (less certain allowable expenses) to fixed charges.

As at December 31, 2021, Tiny and Metalab were in compliance with all debt covenants. The fair value of the debt approximates the carrying value.

All obligations of Tiny and Metalab under the Credit Agreement are secured by a security interest in the assets of the businesses. The Credit Agreement contains certain customary non-financial covenants.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

12. Line of credit and debt (continued):

(b) Royal Bank of Canada facility:

On Jan 4, 2017, Tiny signed an agreement with Royal Bank of Canada ("RBC facility"), and subsequently amended and restated the agreement on July 31, 2019, from which Tiny received in aggregate non-revolving term facilities for CA$3,037,685 and US$3,000,000. The interest rates on the facilities range from 3.80% to 4.13% per annum.

As at December 31, 2020, Tiny had $2,329,523 and US$1,907,922 outstanding under the RBC facility. The facility was fully repaid as at December 31, 2021.

The credit facility agreement contained two loan covenants:

• Debt Service Coverage of not less than 1.25:1;
• a ratio of Funded Debt to EBITDA of not greater than 2.5:1.

As at December 31, 2020, Tiny was in compliance with all debt covenants. The fair value of the debt approximates the carrying value.

(c) Royal Bank of Canada Line of credit:

On September 30, 2021, 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. Interest rate on the facility is Royal Bank Prime plus 0.0%. As at December 31, 2021, Tiny had $2,925,000 outstanding under the line of credit.

(d) Canada Emergency Business Account ("CEBA") loans:

In 2021, the Company received an interest-free CEBA loan of $40,000 (2020 - $240,000). Under the terms of the CEBA loan, no principal repayment is required before December 31, 2023. If the loan remains outstanding after December 31, 2023, only interest payments at a rate of 5% per annum are required until full principal is due on December 31, 2025.

In 2021, the Government of Canada announced that the borrowers will be entitled to a 33% loan forgiveness if 67% is repaid on or before December 31, 2023. There is reasonable assurance that the Company will fulfill the terms of loan forgiveness. Accordingly, $40,000 (2020 - $40,000) is recognized as a government grant in other income (expense) during the year ended December 31, 2021 and has been netted against the outstanding liability balance. In June 2021, the Company disposed all of its interest in Mealime to a third party, resulting in the derecognition of the 40,000 CEBA loan associated with the entity.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

13. Restricted stock and stock options of subsidiaries:

On September 24, 2021, Tiny issued 6,527 Class "A" Common Voting shares ("Class A Shares") to certain officers ("Restricted stock"), which are subject to vesting terms of 10 years, commencing on August 1, 2020. As of December 31, 2021, 925 shares are vested (2020 - nil). As at December 31, 2021, Tiny had 1,079,461 Class A Shares outstanding (2020 - 1,079,461 Class A Shares).

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

	Number	Weightedaverageexerciseprice
Outstanding, January 1, 2020Granted	23,488-	$5.7966-
Exercised	(23,488)	(5.7966)
Outstanding, December 31, 2020GrantedExercised	-12,514-	-319.60-
Outstanding, December 31, 2021	12,514	319.60
Exercisable, December 31, 2021	-	-

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

		Weighted
		average
		exercise
	Number	price
Outstanding, January 1, 2020	630,687	$3.53
Granted	463,954	$18.65
Forfeit	(35,892)	$14.17
Exercised	(237)	$7.55
Outstanding, December 31, 2020Granted	1,058,512108,794	$9.36$23.09
Forfeit	(342,549)	$18.79
Exercised	(6,353)	$5.72
Outstanding, December 31, 2021	818,404	$7.16
Exercisable, December 31, 2021	620,876	$3.89

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

14. Revenue from contracts with customers:

The following table shows the movement of deferred revenue:

	Digital Services	Creative Platform	Other	Total
Balance, January 1, 2020Prior year deferred revenue	$1,051,471	$1,744,804	$144,462	$2,940,737
recognized as revenueduring the yearNet additions	(1,051,471)2,370,321	(1,744,804)1,683,247	(144,462)618,380	(2,940,737)4,671,948
Balance, December 31, 2020Prior year deferred revenuerecognized as revenue	2,370,321	1,683,247	618,380	4,671,948
during the yearNet additions	(2,370,321)3,734,379	(1,683,247)1,680,123	(618,380)458,593	(4,671,948)5,873,095
Balance, December 31, 2021 $	3,734,379	$1,680,123	$458,593	$5,873,095

The Company has no customers which individually account for more than 10% of its revenues for the year ended December 31, 2021 and 2020.

15. Related party transactions:

Related party transactions are conducted in the normal course of operations and have been valued in these 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:

		2021	2020
	Entities under control of a director of the Company:Management fees	$927,773	$783,350
(b)	Related party expenses:
		2021	2020
	Entities under control of a director of the Company:Professional/Consulting feesManagement and strategic	$450,357671,199	$124,6111,634,129
		$1,121,556	$1,758,740

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

15. Related party transactions (continued):

(c) Due from related parties:

	2021	2020
Shareholders or entities under common control	$86,676	$3,110,313

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

(d) Due to related parties:

	2021	2020
Shareholders or entities under common control	$392,256	$5,360,441

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

(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:

	2021	2020
Salaries and consulting feesShare based compensation	$1,136,044200,580	$612,665-
	$1,336,624	$612,665

(e) On October 19, 2020 Wilkinson Ventures Ltd. sold 455,942 common shares of WeCommerce Holdings Ltd. to Tiny Capital Ltd. In consideration of the common shares, Tiny Capital Ltd. issued a $3,986,692 promissory note payable to Wilkinson Ventures Ltd. and 1,000 Class "B" non-dividend participating Preferred shares, redeemable and retractable with a 60-day notice at the specified amount for $6,326,716.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

16. Income taxes:

(a) Income tax expense includes the following components:

	2021	2020
Current tax expense:Current income tax expense	$8,669,729	$5,442,835
Deferred tax expense (recovery):Origination and reversal oftemporary differences	1,309,041	839,764
	$9,978,770	$6,282,599

(b) The difference between tax expense for the year and the expected income taxes based on the statutory tax rate arises as follows:

	2021	2020
Profit before income taxes	$ 46,580,256	$27,670,476
Statutory tax rates	27%	27%
Tax expense based on the statutory tax ratesItems not deductible (deductible) for taxesDifferences between Canadian and	$ 12,576,669274,636	$7,471,028133,625
foreign tax ratesDifference in Canadian tax ratesTrue-up of tax losses to statutory returns	115,643(1,667,229)35,738	30,555211,111-
Impact of investment tax creditsTax benefits not recognized	(900,997)(455,690)	(1,544,864)(18,856)
Total income tax expense	$9,978,770	$6,282,599

(c) The Company recognizes tax benefits on losses or other deductible amounts where the probable criteria for the recognition of deferred tax assets has been met. The Company's net deferred tax liabilities are as follows:

	2021	2020
Capital assets and right of use assets	$(255,668)	$(373,196)
Intangible assets	(5,402,115)	(6,049,157)
Lease liabilities	258,228	127,798
Prepaid and accrued expenses	(91,503)	(65,714)
Investments	(156,496)	(9,254)
Withholding taxes on profits	(166,564)	(213,876)
Forward contracts and promissory note payable	(135,601)	(158,208)
Deferred income	(47,971)	-
Taxation of investment tax credits	(275,441)	(287,706)
Tax credits carried forward and research deductions	716,041	1,356,974
Tax losses	29,455	996,488
Financing	14,699	-
Net deferred tax liabilities	$(5,512,936)	$(4,675,851)

Years ended December 31, 2021 and 2020

16. Income taxes (continued):

(c) (continued):

The movement in temporary tax differences is recorded in the consolidated statements of net income and comprehensive income. The portion of the net deferred tax liabilities recognized as deferred tax assets at December 31, 2021 was $502,294 (2020 - $502,402) which was included on the statement of financial position within Other assets.

The Company has the following unrecognized deferred income tax assets (liabilities):

	2021	2020
Capital assets, intangibles and product developmentInvestmentsOtherTax losses	$-170,588-4,130	$(1,465)160,40292,836399,704
	$174,718	$651,477

The Company is able to control the timing of the reversal of those differences and currently has no plans in the foreseeable future to repatriate any funds in excess of its foreign investment.

(d) Scientific Research and Experimental Development ("SR&ED") investment tax credits:

All investment tax credits received by the Company relate to SR&ED expenditures. Current year SR&ED credits are recorded in the provision for income taxes. Current year SR&ED credits of $1,234,241 were recorded for the year ended December 31, 2021 (2020 - $1,223,204).

17. Consolidated statements of cash flows:

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

	2021	2020
Decrease (increase) in
Trade and other receivablesPrepaid expenses	$(2,170,909)(375,823)	$761,155(717,681)
Due to / from related parties	(1,944,548)	466,234
Other assets	219,859	(517,925)
Trade and other payablesDeferred revenue	4,597,6371,768,842	13,659,2831,731,211
Other liabilities	(379,053)	(1,554,712)
	$1,716,005	$13,827,565

Years ended December 31, 2021 and 2020

17. Consolidated statements of cash flows (continued):

Supplemental disclosure of non-cash financing activities:

	2021	2020
Amount due to shareholders converted into equity contributionROU asset and lease liabilities recognizedPortion of acquisition price of subsidiaries from step acquisitionWeCommerce shares contributed by parent	$5,444,594829,636--	$160,00031,9643,302,6536,326,716
	$6,274,230	9,821,333

18. 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.

2021	Digitalservices	Creativeplatform	Other	Total
Revenue	$ 62,822,616	$ 34,081,483	$ 13,942,939	$ 110,847,038
Earnings (loss) fromoperationsNet income	21,482,61317,556,540	9,760,3507,041,287	1,099,65912,003,659	32,342,62236,601,486

Years ended December 31, 2021 and 2020

18. Segment information (continued):

(a) Reportable segments (continued):

2020	Digitalservices	Creativeplatform	Other	Total
RevenueEarnings (loss) from	$ 50,914,841$	22,976,712	$ 10,012,461	$ 83,904,014
operationsNet income	21,623,91418,263,120	2,693,8022,334,621	1,469,323790,136	25,787,03921,387,877

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:

2021	Digitalservices	Creativeplatform	Other	Total
Total assets	$ 19,717,780	$ 59,642,463	$ 46,001775	$ 125,362,018
Total liabilities	12,561,834	22,863,387	16,653,565	52,078,786

2020	Digitalservices	Creativeplatform	Other	Total
Total assetsTotal liabilities	$ 12,859,3747,813,367	$ 54,434,19219,825,974	$ 33,542,99518,875,248	$ 100,836,56146,514,589

(b) Geographic information:

For geographical reporting, revenues are attributed to the geographic location in which the customer is located:

	2021	2020
CanadaUnited StatesEuropeOther	$ 11,596,69173,672,95814,599,33110,978,058	$5,678,91054,973,1157,460,01215,791,977
	$ 110,847,038	$83,904,014

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

19. Contingencies and commitments:

Beam acquired Frosty during the year ended December 31, 2021, the details of the purchase consideration include contingent consideration payable is discussed in note 4.

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.

In connection with the LP interest held in TFC Investment Ltd. (see note 9(b)), the Company has committed to fund 19.93% of the total US$150M capital commitment. At December 31, 2021, the Company had a remaining capital commitment of US$19.1M that had not yet been called.

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.

20. Financial instruments, financial risk and capital management:

(a) Classification and measurement:

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

	December 31, 2021			December 31, 2020
		Fair value			Fair value
	Amortized	through	Amortized		through
	cost	profit or loss	cost		profit or loss
Financial assets:
Cash and cash equivalents	$ 27,144,873	$-	$ 18,004,515	$	-
Trade and other receivables	7,544,060	-	5,891,593		-
Due from related parties	86,676	-	3,110,313		-
Forward contract	-	505	-		585,956
Investments in equity securities	-	3,523,826	-		1,590,211
Financial liabilities:
Trade and other payables	$ 20,236,855	$-	$ 15,821,564	$	-
Due to related parties	392,256	-	5,360,441		-
Lease liabilities	875,228	-	535,918		-
Loans and facilities	2,925,000	-	4,818,665		-
Debt	5,487,852	-	140,000		-
Other liabilities	6,740	-	385,637		-
Contingent consideration payable	-	1,182,775	-		-

(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, due to/ from related parties and other liabilities are carried at amortized cost. The Company considers that the carrying amount of these financial assets and liabilities measured at amortized cost to approximate their fair value due to the short-term nature of the financial instruments.

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 forward contract and contingent consideration payable are measured using a Level 2 fair value measurement.

There were no transfers between levels of the fair value hierarchy in the year ended December 31, 2021 and December 31, 2020.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

20. Financial instruments, financial risk and capital management (continued):

(c) 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.

The tables below categorize the Company's financial liabilities into relevant maturity groupings based on the remaining periods at the consolidated statement of financial position dates to the contractual maturity dates.

				Total
	1 year	Between 1	Over	contractual	Carrying
2021	or less	and 5 years	5 years	cash flows	amount
Trade and other payables $ 20,236,855		$-	$-	$ 20,236,855	$ 20,236,855
Income tax payable	2,757,057	-	-	2,757,057	2,757,057
Loans and facilities	2,925,000	-	-	2,925,000	2,925,000
Debt	-	5,487,852	-	5,487,852	5,487,852
Contingent consideration
payable	467,911	714,864	-	1,182,775	1,182,775
Due to related parties	392,256	-	-	392,256	392,256
Lease liabilities	340,219	617,754	-	957,973	875,228
Other liabilities	6,740	-	-	6,740	6,740
	$ 27,126,038	$ 6,820,470	$-	$ 33,946,508	$ 33,863,763
				Total
	1 year	Between 1	Over	contractual	Carrying
2020	or less	and 5 years	5 years	cash flows	amount
Trade and other payables $ 15,821,564		$-	$-	$ 15,821,564	$ 15,821,564
Income tax payable	3,275,447	-	-	3,275,447	3,275,447
Loan and facilities	4,818,665	-	-	4,818,665	4,818,665
Debt	-	140,000	-	140,000	140,000
Due to related parties	5,360,441	-	-	5,360,441	5,360,441
Lease liabilities	416,731	158,302	-	575,033	535,918
Other liabilities	385,637	-	-	385,637	385,637
	$ 30,078,485	$298,302	$-	$ 30,376,787	$ 30,337,672

(d) 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 and trade and other receivables. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalents with high-credit quality financial institutions. As at December 31, 2021, the Company had cash equivalents of $240,000 (2020 - $169,541) in cashable guaranteed investment certificates. The Company considers the risk of financial loss on cash and cash equivalents to be remote.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

20. Financial instruments, financial risk and capital management (continued):

(d) Credit risk (continued):

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. During the year ended December 31, 2021, the allowance for credit loss increased by $238,348 (2020 - nil). There were no write-offs or reversals.

(e) Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of three types of risk: interest rate risk, currency risk and equity price risk. The exposures of the Company are monitored regularly by the Company's management.

(i) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have significant interest bearing financial assets or liabilities.

(ii) 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 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$. The Company has one subsidiary whose functional currency is Euros and is therefore exposed to foreign currency risk from financial instruments denominated in currencies other than US$.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

20. Financial instruments, financial risk and capital management (continued):

• (e) Market risk (continued):
  • (ii) Currency risk (continued):

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

	2021	2020
Cash and cash equivalents:US dollarEuroGBP	$ 25,489,135457,875120,644	$16,000,251684,588-
Trade receivables:US dollarEuroGBP	$4,393,052868,30942,777	$3,879,470596,150-
Trade payables:US dollarEuroGBP	$ 17,040,433488,16873,194	$14,079,866389,68230,183

The table below shows the immediate increase (decrease) on net income of a 10% strengthening in the closing exchange rate of significant currencies to which the Company has exposure as at December 31, 2021 and 2020. The sensitivity associated with a 10% weakening of a particular currency would be equal and opposite.

This assumes that each currency moves in isolation. The Company has a policy to manage currency risk, but as at December 31, 2021, did not enter into arrangements to hedge its currency risk exposure.

	2021	2020
10% strengthening of the CAD$:USD exchange rate10% strengthening of the CAD$:EUR exchange rate10% strengthening of the CAD$:GBP exchange rate	$4,692,211181,43523,662	$3,395,961167,0423,018

(iii) Equity price risk:

The Company manages the equity prices portion of its market risk by limiting the amount of its asset base held in marketable securities; the purchase and sale of marketable securities are not in the Company's normal course of business. The Company purchased marketable securities of $365,453 (2020 - $4,581,059) and sold marketable securities for nil (2020 - $3,865,253).

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

20. Financial instruments, financial risk and capital management (continued):

(f) Capital management:

The Company's objectives when managing capital are:

• to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
• to provide an adequate return to shareholders by pricing products commensurately with the level of risk.

The Company defines capital as the aggregate of its share capital and bank loan.

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, or change staffing levels to mitigate future liabilities.

The Company's credit facilities include certain reporting requirements covering, among other things, annual financial statements and forecasts.

There were no changes to the Company's approach to capital management during the year ended December 31, 2021.

21. Subsequent events:

(a) Leases:

In December 2021, Beam entered into a 60-month Vancouver office lease. The lease commenced on January 1, 2022, resulting in recognition of $709,158 right-of-use asset and lease liability.

On December 15, 2022, Beam sublet its Victoria lease. The sublease was classified as finance lease, resulting in derecognition of the related right-of-use asset and recognition of lease receivable.

(b) Capital calls:

Subsequent to December 31, 2021 and up to the date of these financial statements, Tiny funded an additional US$5.83M to TFC Investment Ltd. in connection with its 19.93% LP interest.

(c) Acquisition of assets from Fontspring Inc. ("Fontspring"):

On January 28, 2022, Dribbble acquired certain assets, servers and clients of Fontspring for US$3.375 (CA$4.311) million cash. The transaction will be accounted for using the acquisition method, with the results of operations to be included in financial statements from the date of acquisition. This acquisition allows Dribbble to provide a wider array of services to its customers.

(d) Stock options granted by Metalab Design Ltd.:

In February 2022, Metalab Design Ltd. granted 22,723 options in aggregate to its senior management to purchase its non-voting common shares at an exercise price of $299.2416 per share. The options are subject to certain service and performance conditions.

Years ended December 31, 2021 and 2020

21. Subsequent events (continued):

(e) Redemption of Metalab Design Ltd.'s redeemable shares:

On May 2, 2022, Metalab Design Ltd. repurchased all of the outstanding redeemable shares as described in note 9 at $100 in aggregate from its shareholder.

(f) Beam Credit Facility and dividends declaration:

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 and matures on May 20, 2027.

On the same day, Beam drew $44,570,000 and US$5,787,202 on the revolving commitment facility and declared and paid dividends of $50,000,000 to its shareholders (including $12,303,569 to Tiny and $37,696,431 to related parties), financed by this facility.

(g) Tiny Repayment of J.P. Morgan Facility:

On May 20, 2022, Tiny fully repaid its outstanding J.P. Morgan credit facility balance of $7,343,034.29 and US$5,786,254.42. The facility was terminated and security was released.

(h) Tiny Credit Facility:

On September 1, 2022, Tiny entered into a credit agreement with Roynat Inc. with respect to a $25,000,000 revolving term loan. The facility bears interest at Canadian Variable Rate plus 3.5% per annum. Each draw on the facility results in a term loan payable over 3 years.

(i) Dribbble Credit Facility:

On Oct 11, 2022, Dribbble entered into a credit 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 Oct 11, 2025. For the first 12 months, Dribbble has the option to make interest only payments. After the first 6 months, principal and interest payments are amortized over the remaining 54 months term.

(j) Acquisition of HappyFunCorp. ("HFC"):

On November 15, 2022, Beam HFC Holdings Inc., a wholly owned subsidiary of Beam, acquired all the outstanding shares of HappyFunCorp., LLC for US$12,000,000 in cash with customary adjustments for working capital and transaction expenses, plus up to US$15,000,000 in earn-out payments in future periods. The transaction will be accounted for using the acquisition method, with the results of operations to be included in financial statements from the date of acquisition.

On November 16, 2022, Beam entered into an additional $10,000,000 commitment agreement with National Bank of Canada to supplement the financing of the HFC acquisition.

(k) Transfer of Beam Shares to Tiny:

On December 31, 2022, Tiny purchased the remaining 75.4% of Beam, resulting in Beam becoming a wholly-owned subsidiary of Tiny.

Combined Consolidated Notes to Financial Statements (Expressed in Canadian dollars)

Years ended December 31, 2021 and 2020

21. Subsequent events (continued):

(l) Preferred Shares Conversion:

On December 1, 2022, Wilkinson Ventures Ltd. exchanged the 1,000 Class "A" Preferred shares and 1,000 Class "B" Preferred shares for 241 Class "A" Common Voting shares and 14,338 Class "A" Common Voting shares, respectively.

SCHEDULE B OF APPENDIX G

TINY'S UNAUDITED INTERIM CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

(begins on following page)

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

TINY CAPITAL LTD.

For the three and nine months ended September 30, 2022

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

	September 30,Notes2022
Assets
Current assets:
Cash and cash equivalents		$	36,031,333	$27,144,873
Trade and other receivables	5		9,706,289	7,544,060
Due from related parties	15		1,272,161	86,676
Prepaid expenses			2,751,711	1,690,703
			49,761,494	36,466,312
Capital assets	6		6,880,503	6,153,959
Intangible assets	7		34,329,515	29,734,471
Right-of-use assets	11		1,183,530	842,113
Goodwill	8		22,899,150	19,380,920
Investments	9		34,368,617	30,265,527
Derivatives	12		360,065	505
Other assets			1,796,921	2,041,126
Deferred tax assets			634,382	477,085
		$	152,214,177	$ 125,362,018
Liabilities and Shareholders' Equity
Current liabilities:
Trade and other payables	10	$	21,815,094	$20,236,855
Debt	12		2,925,000	2,925,000
Income taxes payable			5,092,473	2,757,057
Due to related parties	15		42,246	392,256
Preferred shares			6,326,716	6,326,716
Lease liabilities	11		237,671	332,260
Contingent consideration payable			467,911	467,911
Deferred revenue	14		5,492,176	5,873,095
Derivatives	18		1,430,658	-
Other current liabilities			69,670	6,722
			43,899,615	39,317,872
Deferred tax liabilities			6,695,258	6,015,230
Lease liabilities	11		991,587	542,968
Contingent consideration payable			714,864	714,864
Debt	12		56,123,683	5,487,852
			108,425,007	52,078,786
Equity:Invested capital			42,703,722	41,326,346
Accumulated other comprehensive income (loss)			2,584,551	(2,935,593)
Retained earnings (accumulated deficits)			(12,319,767)	24,431,394
Non-controlling interest			10,820,664	10,461,085
Subsequent events	19		43,789,170	73,283,232
		$	152,214,177	$ 125,362,018

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

Approved on behalf of the Board:

(Signed) "Andrew Wilkinson"	(Signed) "Chris Sparling"
Director	Director

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

(Unaudited)

			Three months ended September 30,		Nine months ended September 30,
	Notes		2022	2021		2022	2021
Revenue	3,14	$	40,914,446	$29,348,965		$ 114,829,942	$ 83,151,679
Expenses:
Wages			16,258,026	12,995,895		48,938,772	36,757,644
Marketplace content costs	3		5,893,643	-		13,223,231	-
Hosting fees			1,664,757	1,397,068		4,779,038	4,694,346
Travel, meals and
entertainment			135,292	432,077		865,045	581,463
Share based payments			713,476	19,856		2,758,922	60,184
Professional fees			2,952,330	1,390,880		5,476,187	3,204,932
Office and general			2,040,321	1,454,081		5,712,440	4,526,007
Management and
strategic fees			-	498,088		-	1,534,345
Interest and bank charges			983,349	218,602		1,812,914	373,303
Depreciation andamortization			1,148,139	699,542		3,407,062	2,103,737
Business acquisition costs			1,012	-		112,249	-
Bad debts			275,765	20,709		272,674	37,851
Advertising and promotion			1,333,311	808,251		4,774,422	2,497,206
Earnings from operations			7,515,025	9,413,916		22,696,986	26,780,661
Gain on sale of subsidiary			-	-		-	13,027,764
Gain on sale of intangibles			-	-		2,808,336	-
Share of loss from associates			(1,731,356)	(886,666)		(7,522,682)	(1,534,328)
Other income (expense)			(879,827)	(183,515)		(552,602)	333,314
Fair value gain (loss)
on investment			10,788	(57,594)		(91,665)	1,084,850
Profit before income taxes			4,914,630	8,286,141		17,338,373	39,692,261
Current income tax expense			(3,221,352)	(2,059,934)		(8,733,061)	(7,108,769)
Deferred tax recovery
(expense)			124,897	(369,388)		(506,585)	(1,080,755)
Net income for the year			1,818,175	5,856,819		8,098,727	31,502,737
Attributable to:
Parent's interest			1,229,622	5,303,977		6,341,572	29,474,585
Non-controlling interests			588,553	552,842		1,757,155	2,028,152
			1,818,175	5,856,819		8,098,727	31,502,737
Other comprehensive income:
Foreign exchange
gain on translating
foreign operations			5,048,953	1,832,611		6,287,747	657,797
Total comprehensive income		$	6,867,128	$7,689,430	$	14,386,474	$ 32,160,534
Attributable to:
Parent's interest		$	6,214,927	$6,906,851	$	11,828,191	$ 30,037,927
Non-controlling interest			652,201	782,579		2,558,283	2,122,607
		$	6,867,128	$7,689,430	$	14,386,474	$ 32,160,534

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

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

		Accumulatedother		Retainedearnings
	Investedcapital	comprehensiveincome (loss)	Non-controllinginterest	(accumulateddeficits)	Total
Balance at January 1, 2021Stock options exercised	$37,384,726(138,764)	$(2,607,714)-	$11,511,779173,345	$8,033,181-	$54,321,97234,581
Share-based paymentsAcquisitionof shares in subsidiary	60,184(1,583,681)	-(37,367)	-(437,690)	--	60,184(2,058,738)
Comprehensive income for the periodSale of MealimeContribution in lieu of dividend payable	-(2,970)5,444,594	563,342--	2,122,607(2,234,226)-	29,474,585--	32,160,534(2,237,196)5,444,594
Dividends	-	-	(1,202,156)	(14,641,592)	(15,843,748)
Balance at September30, 2021	$41,164,089	$(2,081,739)	$9,933,659	$22,866,174	$71,882,183
Balance at January 1, 2022Stock options exercisedAcquisition of shares in subsidiaryIssuance of sharesShare-based paymentsComprehensive income for the periodDividends	$41,326,346(2,394)(1,404,213)25,0612,758,922--	$(2,935,593)-33,525--5,486,619-	$10,461,0853,668(387,173)--2,558,283(1,815,199)	$24,431,394----6,341,572(43,092,733)	$73,283,2321,274(1,757,861)25,0612,758,92214,386,474(44,907,932)
Balance at September30, 2022	$42,703,722	$2,584,551	$10,820,664	$(12,319,767)	$43,789,170

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

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

Note20222021Cash provided by (used in):Operations:Net income$8,098,727$31,502,737Items not involving cash:Depreciation and amortization3,407,0622,103,737Share based payments2,758,92260,184Finance expense78,59795,638Unrealized loss (gain) on investment(91,665)1,084,850Gain on sale of intangibles(2,808,336)-Gain on sale of subsidiary-(13,027,764)Bad debt expense272,67437,851Other income-(40,000)Fair value changes in derivatives1,071,098585,956Share of loss from associate7,522,6821,534,328Gain on redemption of redeemable shares in subsidiary(249,900)-Unrealized foreign exchange loss (gain)525,794737,548Current income tax expense8,733,0617,108,769Deferred income tax expense (recovery)(506,585)1,080,75528,812,13132,864,589Changes in non-cash working capital16(3,242,131)4,892,475Income taxes paid(6,397,645)(8,712,329)Cash provided by (used in) operating activities19,172,355Financing:Acquisition of shares in subsidiary(1,757,861)(2,058,738)Dividends paid to NCI(1,815,199)(1,202,156)Dividends paid(43,092,733)(14,407,925)Stock options exercised in combined entities1,27434,581Proceeds from share issue25,061-Debt, funds received64,595,5985,625,097Debt, funds repaid(14,544,905)(4,901,665)Interest paid on lease payment(53,165)(28,138)Lease payments(357,039)(200,700)Cash provided by (used in) financing activities3,001,031(17,139,644)Investments:Purchase of investment(8,799,216)(16,766,818)Purchase of capital assets(1,232,750)(441,124)Acquisition of subsidiaries, net of cash acquired4(3,273,276)-Purchase of intangible assets(2,824,245)(137,406)Proceeds from disposal of assets2,842,561261,808Proceeds from sale of a business-13,545,881Cash provided by (used in) investing activities(13,286,926)(3,537,659)Increase in cash and cash equivalents8,886,4608,367,432Cash and cash equivalents, beginning of period27,144,87318,004,515Cash and cash equivalents, end of period$36,031,333$26,371,947		Nine months ended September 30,
		29,044,735

Supplementary cashflow information 16

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

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

For the three and nine months ended September 30, 2022 and September 30, 2021

1. Incorporation and nature of activities:

The financial statements represent the combined condensed consolidated financial statements of Tiny Capital Ltd. and Beam Digital Ltd. The combined entities are hereinafter referred to as the Company.

Tiny Capital Ltd. ("Tiny") 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 had a 24.6% interest 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. As the acquisition was completed subsequent to the reporting period, these financial statements are presented on a combined basis to include the combined operations of Beam and Tiny as they were under common control.

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

COVID-19:

The Company has assessed the economic impacts of COVID-19 on its combined condensed interim consolidated financial statements. As at September 30, 2022, management has determined that the Company's results of operations and financial positions are not materially impacted. In making this judgment, management has assessed various criteria including, but not limited to, existing laws, regulations, orders, disruptions and potential disruptions in commodity prices and capital markets. While the Company has not experienced any significant negative impact to date, the extent to which communicable diseases may impact future business activity or financial results, and the duration of any such negative impact, will depend on future developments, which are highly uncertain and unknown at this time.

2. Basis of preparation and measurement

(a) Statement of compliance:

These combined 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 combined 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 combined consolidated financial statements and accompanying notes for the year ended December 31, 2021.

The significant accounting policies and critical accounting estimates and judgements as disclosed in the Company's 2021 audited annual combined consolidated financial statements have been applied consistently in the preparation of these combined condensed interim consolidated financial statements, except as described in note 3. These combined condensed interim consolidated financial statements are presented in Canadian dollars.

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

For the three and nine months ended September 30, 2022 and September 30, 2021

These combined condensed interim consolidated financial statements were approved for issuance by the Company's Board of Directors ("Board") on February 22, 2023.

(b) Basis of measurement

These combined 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 combined consolidated financial statements for the year ended December 31, 2021.

(c) Basis of consolidation

These combined 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
		September 30,	December 31,
Entity	Country	2022	2021
Dribbble Holdings	Canada	75%	73.8%
Tiny Boards Holdings Ltd.	Canada	100%	100%
Tiny Holdings Ltd.	Canada	100%	100%
Meteor Software Holdings Ltd.	Canada	100%	100%

Principal subsidiaries of Beam are as follows:

		Ownershippercentage at	Ownershippercentage at
		September 30,	December 31,
Entity	Country	2022	2021
MetaLab Design Ltd	Canada	100%	100%
Zero to One Digital Production Studio (Canada) Ltd	Canada	70%	70%
Frosty Studio Ltd	Canada	65%	65%
Button Inc.	Canada	60%	60%
8020 Design Ltd.	Canada	66.5%	66.5%
Z1 Digital Product Studio SL	Spain	70%	70%

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

For the three and nine months ended September 30, 2022 and September 30, 2021

3. Significant accounting policies:

(a) Revenue recognition:

Creative platform revenue

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. During the nine months ended September 30, 2022, 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. Prior to April 1, 2022, these transactions were recorded on a net basis, in revenue.

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 goodwill is attributable to the workforce and unallocated purchase price. It will not be deductible for tax purposes.

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

Purchase consideration:Cash paidHoldback amount (1)	$3,273,276651,717
Total purchase 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	(344,263)
Foundry relationships	1,148,203
Brand and trademarks	705,014
Developed technology	443,188
Goodwill	1,971,265
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.

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

For the three and nine months ended September 30, 2022 and September 30, 2021

4. Business combinations (continued):

The above is a preliminary estimate of the value of the assets acquired and liabilities assumed. The estimate will remain preliminary until the Company is able to (i) complete a valuation of significant intangible assets acquired; and (ii) evaluate the fair value of other assets acquired and liabilities assumed. The final determination of the value of assets acquired and liabilities assumed, which is expected to be no later than one year from the acquisition date, could differ significantly from the amounts presented above.

Had the acquisition occurred on January 1, 2022, management estimates that consolidated revenue and consolidated net income for the nine-months ended September 30, 2022 would have been $114,900,496 and $10,275,140, respectively.

5. Trade and receivables:

	September 30,2022
Trade receivablesUnbilled revenueTaxesOther receivableAllowance for credit loss	$8,599,734529,424277,617308,701(9,187)	$	6,622,225846,499299,70313,981(238,348)
	$9,706,289	$	7,544,060

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

For the three and nine months ended September 30, 2022 and September 30, 2021

6. Capital assets:

	Land	Building	Computerequipment	Computersoftware	Furniture andequipment	Leaseholdimprovements	Total
Cost:Balance, January 1, 2021AdditionsDisposalsForeign exchange	$-2,906,428--	$-1,859,554--	$983,263452,739(121,904)708	$285,40235,100--	$553,411327,111(99,662)-	$472,806298,363(433,776)-	$2,294,8825,879,295(655,342)708
Balance, December 31, 2021AdditionsDisposalsForeign exchange	2,906,428---	1,859,554133,489--	1,314,806559,924(24,618)30,626	320,502---	780,860136,490--	337,393402,847--	7,519,5431,232,750(24,618)30,626
Balance, September30, 2022	2,906,428	1,993,043	1,880,738	320,502	917,350	740,240	8,758,301
Accumulated depreciation:Balance, January 1, 2021Depreciation expenseDisposalsForeign exchange	----	-17,812--	610,414249,119(93,681)286	102,40658,056--	431,80155,375(88,029)-	197,87129,097(204,943)-	1,342,492409,459(386,653)286
Balance, December 31, 2021Depreciation expenseDisposalsForeign exchange	----	17,81258,748--	766,138302,165(12,007)14,849	160,46242,356--	399,14774,310--	22,02531,793--	1,365,584509,372(12,007)14,849
Balance, September30, 2022	$-	$76,560	$1,071,145	$202,818	$473,457	$53,818	$1,877,798
Net book valueDecember 31, 2021September30, 2022	$2,906,4282,906,428	$1,841,7421,916,483	$548,668809,593	$160,040117,684	$381,713443,893	$315,368686,422	$6,153,9596,880,503

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

For the three and nine months ended September 30, 2022 and September 30, 2021

7. Intangible assets:

				Website and
				application
	Customer	Customer	Trade name	development
	relationships	contracts	and brands	costs	Other	Total
Cost:
Balance, January 1, 2021	$11,912,508	$82,299	$8,792,953	$14,794,261	$1,330,680	$36,912,701
Additions	1,440,276	-	230,191	33,907	106,679	1,811,053
Disposed	-	-	-	(2,504,648)	-	(2,504,648)
Foreign exchange	(75,561)	-	(49,692)	(33,186)	(174)	(158,613)
Balance, December 31, 2021	13,277,223	82,299	8,973,452	12,290,334	1,437,185	36,060,493
Additions	-	-	780,393	3,192,054	1,148,203	5,120,650
Disposed	-	-	-	(21,614)	-	(21,614)
Foreign exchange	794,382	-	717,190	664,821	89,248	2,265,641
Balance, September 30, 2022	14,071,605	82,299	10,471,035	16,125,595	2,674,636	43,425,170
Accumulated amortization:
Balance, January1, 2021	601,192	10,960	47,779	3,329,192	165,241	4,154,364
Amortization expense	930,434	16,461	66,131	1,305,164	113,121	2,431,311
Disposed	-	-	-	(250,465)		(250,465)
Foreign exchange	(6,152)	-	(5,229)	2,185	8	(9,188)
Balance, December 31, 2021	1,525,474	27,421	108,681	4,386,076	278,370	6,326,022
Amortization expenseForeign exchange	943,96518,975	13,720-	98,312(43,832)	1,332,429260,206	140,2045,654	2,528,630241,003
Disposed	-	-	-	-	-	-
Balance, September30, 2022	$2,488,414	$41,141	$163,161	$5,978,711	$424,228	$9,095,655
Net book value:
December 31, 2021	$11,751,749	$54,878	$8,864,771	$7,904,258	$1,158,815	$29,734,471
September30, 2022	11,583,191	41,158	10,307,874	10,146,884	2,250,408	34,329,515

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

For the three and nine months ended September 30, 2022 and September 30, 2021

8. Goodwill:

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

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

	Beam	Tiny Board	Dribbble	Mealime	Total
Balance, January 1, 2021	$1,659,215	$128,119	$ 16,528,657	$ 3,413,729	$ 21,729,720
Additions	1,045,122	-	135,280	-	1,180,402
Disposition	-	-	-	(3,413,729)	(3,413,729)
Foreign exchange	(46,915)	-	(68,558)	-	(115,473)
Balance, December 31, 2021	2,657,422	128,119	16,595,378	-	19,380,919
Additions	-	-	1,971,265	-	1,971,265
Disposition	-	-	-	-	-
Foreign exchange	55,705	-	1,491,261	-	1,546,966
Balance, September 30, 2022	$2,713,127	$128,119	$ 20,057,904	$-	$ 22,899,150

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.

	September 30,2022	December 31,2021
Investment in associatesInvestment in equity securities	$29,800,5774,568,040	$26,741,7013,523,826
	$34,368,617	$30,265,527

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

For the three and nine months ended September 30, 2022 and September 30, 2021

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:

		% ownership		Carrying amount
	Place of	September 30,	December 31,	September 30,	December 31,
	incorporation	2022	2022	2022	2021
WeCommerceHoldings Ltd.	BC, Canada	26.80%	27.99%	$13,457,930	$13,086,862

The quoted fair value of the Company's investment in WeCommerce Holdings Ltd. were $22,295,002 and $148,707,663 as at September 30, 2022 and December 31, 2021 respectively.

Summarized balance sheet

	WeCommerce
	September 30,2022
		2021
Current assets	$15,025,933	$31,219,280
Non-current assets	174,702,615	168,303,239
Current liabilities	16,305,624	30,919,370
Non-current liabilities	46,785,078	59,886,981
Opening net assets January 1	108,716,168	65,970,877
Closing net assets	126,637,846	108,716,168

Summarized statement of comprehensive income

	WeCommerce
	September 30,	September 30,
	2022	2021
Revenue	$22,788,844	$26,332,321
Profit (loss) from continuing operations:
Profit (loss) for the period	(10,202,180)	(4,853,999)
Other comprehensive income (loss)	10,726,586	1,495,552
Total comprehensive income (loss)	524,406	(3,743,398)
Dividends received	-	-

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

For the three and nine months ended September 30, 2022 and September 30, 2021

9. Investments (continued):

(b) Other associates:

In addition to the interests in WeCommerce disclosed above, the Company also had interests of $16,342,647 and $13,654,839 in other associates at September 30, 2022 and December 31, 2021, respectively. Of the other interests in associates, the only material investment was an interest in TFC Investment Ltd., a private Canadian-incorporated 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 a 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. The portion of the Investment in associates and Earnings in associates balances related to TFC Investment Ltd. for the 9 months ended September 30, 2022 were $16,039,128 (2021 - $13,354,314) and loss of $4,762,794 (2021 - loss of $220,013), respectively. The capital call amount for the 9 months ended September 30, 2022 was $7,447,609 (2021 - $13,592,266).

10. Trade and other payables:

	September 30,2022	December 31,2021
Sellers' liabilityTrade payablesAccrued liabilitiesSales, payroll and withholding taxesRedeemable shares issued by a subsidiary (1)Other	$12,336,0953,925,3631,449,0253,315,450-789,161	$11,234,6543,680,5601,179,4203,264,245250,000627,976
	$21,815,094	$20,236,855

(1) As at December 31, 2021, Beam had 100 redeemable preferred shares issued and outstanding that are redeemable for cash of $250,000 at the option of the holder. On May 2, 2022, these redeemable preferred shares were redeemed for $100 in aggregate by MetaLab Design Ltd.

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

For the three and nine months ended September 30, 2022 and September 30, 2021

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

Beam has two leases for office premises. In December 2021, Beam entered into a 60-month office lease in Vancouver. The lease commenced on January 1, 2022, resulting in recognition of a $709,158 right-of-use asset and lease liability. The Victoria office is a five year lease with no extension option. When measuring the lease liability, Beam discounted lease payments using an incremental borrowing rate of 5%.

Dribbble acquired a lease through the acquisition of Creative Market for its San Francisco office premises that expired on June 30, 2022. When measuring the lease liability, Dribbble discounted lease payments using an incremental borrowing rate at May 1, 2020 of 12%.

Right of use asset
Balance, January 1, 2021AdditionsAmortizationUnrealized foreign exchange	$489,210829,636(471,894)(4,839)
Balance, December 31, 2021	$842,113
Balance, January 1, 2022AdditionsAmortizationUnrealized foreign exchange	$842,113709,158(369,361)1,620
Balance, September 30, 2022	$1,183,530
Lease liabilitiesBalance, January 1, 2021AdditionsFinance expenseLease paymentsUnrealized foreign exchange	$535,918829,63663,473(548,843)(4,956)
Balance, December 31, 2021	$875,228
Balance, January 1, 2022AdditionsFinance expenseLease paymentsUnrealized foreign exchange	$875,228709,15853,165(410,205)1,912
Balance, September 30, 2022	$1,229,258

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

For the three and nine months ended September 30, 2022 and September 30, 2021

12. Debt:

	September 30,2022	December 31,2021
Current:
Loans and facilities	2,925,000	2,925,000
	$2,925,000	$2,925,000
Non-current:
Revolving facility	51,867,159	5,327,852
Revolving term	4,136,524	-
CEBA loans	120,000	160,000
	$56,123,683	$5,487,852

(a) JP Morgan revolving facility:

On June 30, 2021, Tiny and a subsidiary of Beam, MetaLab Design Ltd. ("MetaLab") signed a new credit facility (the "Credit Facility") with J.P. Morgan Chase Bank, N.A. from which MetaLab and Tiny received a revolving financing commitment of CAD$27 million. The facility had a maturity date of June 30, 2024 where the entire principal of the Credit Facility will be due and payable.

On May 20, 2022, Tiny fully repaid the outstanding balance of $5,327,852 and the facility was terminated and security was released.

(b) 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 $44,750,000 and US$5,787,202. At inception, an embedded derivative relating to the interest rate was bifurcated and recorded a derivative asset at fair value. Changes in the fair value during the period was recorded in other income (expense).

The credit facility contained the following loan covenants:

• Interest coverage ratio of not less than 3.00:1.00
• Leverage ratio of not more than 4.00:1.00

As at September 30, 2022, Beam was in compliance with all debt covenants. The fair value of the debt approximates the carrying value.

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

(c) Roynat revolving term loan:

On September 1, 2022, Tiny entered into a credit agreement with Roynat Inc. with respect to a $25,000,000 revolving term loan. The facility bears interest at Canadian Variable Rate plus 3.5% per annum. Each draw on the facility results in a term loan payable over 3 years. The amount outstanding on

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

For the three and nine months ended September 30, 2022 and September 30, 2021

the facility is to be no more than 40% of the market value of WeCommerce Holdings Ltd. Common stock owned by Tiny plus any cash and cash equivalents held at any given time. As at September 30, 2022, Tiny had $4,136,524 outstanding, net of a $47,500 commitment fee under the term loan.

The facility also contained the following loan covenants:

• Debt service coverage ratio equal to or greater than 1.20:1.00 at all times
• Fair market value to funded debt ratio greater than 10.00:1.00 at all times

As at September 30, 2022, Tiny was in compliance with all debt covenants. The fair value of the debt approximates the carrying value.

All obligations of Tiny under the revolving term loan are secured by the assets of the business. The revolving term loan contains certain customary non-financial covenants.

13. Stock and stock options of subsidiaries:

Movements in the number of share options outstanding and their related weighted average exercise price are as follows:

MetaLab Design:

	Number	Weightedaverageexerciseprice
Outstanding, January 1, 2021GrantedExercised	-12,514-	$-405.19-
Outstanding, December 31, 2021GrantedExercised	12,51422,723-	405.19299.24-
Outstanding, September 30, 2022	35,237	$ 349.90
Exercisable, September 30, 2022	4,693	$ 441.87

Dribbble:

	Number	Weightedaverageexerciseprice
Outstanding, January 1, 2021GrantedForfeitExercised	1,058,512108,794(342,549)(6,353)	$9.3623.0918.795.72
Outstanding, December 31, 2021GrantedForfeitExercised	818,40448,414(108,151)(111)	7.1633.2623.6211.47
Outstanding, September 30, 2022	758,556	$6.48
Exercisable, September 30, 2022	661,414	$4.11

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

For the three and nine months ended September 30, 2022 and September 30, 2021

14. Revenue from contracts with customers:

The following table shows the movement of deferred revenue:

	Digital Services	Creative Platform	Other	Total
Balance, January 1, 2021Prior year deferred revenuerecognized as revenue	$2,370,321	$1,683,247	$618,380	$	4,671,948
during the year	(2,370,321)	(1,683,247)	(618,380)		(4,671,948)
Net additions	3,734,379	1,680,123	458,593		5,873,095
Balance, December 31, 2021Prior year deferred revenuerecognized as revenue	3,734,379	1,680,123	458,593		5,873,095
during 9 months	(3,734,379)	(1,680,123)	(458,593)		(5,873,095)
Net additions	2,125,137	2,937,665	429,374		5,492,176
Balance, September 30, 2022 $	2,125,137	$2,937,665	$429,374	$	5,492,176

The Company has no customers which individually account for more than 10% of its revenues for the year ended December 31, 2021 and 9 months ended September 30, 2022.

15. Related party transactions:

Related party transactions are conducted in the normal course of operations and have been valued in these combined 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 September 30,			Nine months ended September 30,
		2022		2021	2022		2021
Entities under control ofa director of the Company:Management fees	$	30,300	$	400,223	$102,500	$	877,073

(b) Related party expenses:

	Three months ended September 30,20222021			2022	Nine months ended September 30,	2021
Entities under control ofa director of the Company:Professional/Consulting feesManagement and strategic	$	31,153-	$	328,075498,088	$93,458-	$419,2041,534,345
	$	31,153	$	826,163	$93,458	$ 1,953,549

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

For the three and nine months ended September 30, 2022 and September 30, 2021

15. Related party transactions (continued):

(c) Due from related parties:

	September 30,2022	December 31,2021
Shareholders or entities under common control	$1,272,161	$86,676

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

(d) Due to related parties:

	September 30,	December 31,2021
Shareholders or entities under common control	$	42,246	$	392,256

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

(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 September 30,			Nine months ended September 30,
		2022	2021	2022	2021
Salaries and consulting feesShare based compensation	$252,862	$112,645	486,87950,145	$ 1,293,052567,102	$893,492150,435
	$365,507	$	537,024	$ 1,860,154	$ 1,043,927

16. Supplemental cash flow information:

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

		Nine months ended September 30,
	2022	2021
Decrease (increase) in
Trade and other receivables	$(2,434,903)	$(2,408,590)
Prepaid expenses	(1,061,008)	(213,195)
Due to / from related parties	(1,535,495)	3,916,118
Other assets	86,908	(212,509)
Trade and other payables	833,744	3,636,971
Deferred revenue	(380,919)	262,300
Other liabilities	1,249,542	(88,620)
	$(3,242,131)	$4,892,475

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

For the three and nine months ended September 30, 2022 and September 30, 2021

16. Supplemental cash flow information (continued):

Supplemental disclosure of non-cash financing activities:

	Nine months ended September 30,
	2022	2021
Amount due to shareholders converted into equity contributionROU asset and lease liabilities recognizedHoldback amount on acquisition of subsidiary	$-709,158651,717	$5,444,594-
	$1,360,875	$5,444,594

17. 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 endedSeptember 30, 2022	Digitalservices	Creativeplatform	Other	Total
RevenueEarnings (loss) from	$21,671,616	$16,840,913	$2,401,917	$40,914,446
operationsNet income (loss)	5,505,5863,024,342	2,696,5991,749,521	(687,160)(2,955,688)	7,515,0251,818,175

Three months endedSeptember 30, 2021	Digitalservices	Creativeplatform	Other	Total
RevenueEarnings from	$17,334,926 $	8,416,298	$3,597,741	$29,348,965
operationsNet income (loss)	6,738,6985,137,940	2,469,8961,405,538	205,322(686,659)	9,413,9165,856,819

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

For the three and nine months ended September 30, 2022 and September 30, 2021

17. Segment information (continued):

(a) Reportable segments (continued):

Nine months endedSeptember 30, 2022	Digitalservices	Creativeplatform	Other	Total
Revenue	$	$	$	$ 114,829,942
Earnings (loss) from	63,251,795	43,542,777	8,035,370
operations	19,057,759	6,327,176	(2,687,949)	22,696,986
Net income (loss)	12,747,716	4,297,141	(8,946,131)	8,098,727

Nine months endedSeptember 30, 2021	Digitalservices	Creativeplatform	Other	Total
RevenueEarnings from	$46,980,297$	25,142,298	$ 11,029,084	$83,151,679
operationsNet income	18,083,36614,660,775	7,546,2075,894,044	1,151,08810,947,918	26,780,66131,502,737

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:

As at September 30, 2022	Digitalservices	Creativeplatform	Other	Total
Total assetsTotal liabilities	$25,738,49865,680,677	$63,922,96019,680,995	$ 62,552,71923,063,335	$ 152,214,177108,425,007
	Digital	Creative
As at December 31, 2021	services	platform	Other	Total
Total assetsTotal liabilities	$19,717,78012,561,834	$59,642,46322,863,387	$ 46,001,77516,653,565	$ 125,362,01852,078,786

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

For the three and nine months ended September 30, 2022 and September 30, 2021

18. Financial instruments

(a) Classification and measurement:

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

	September 30, 2022			December 31, 2021
		Fair value			Fair value
	Amortized	through	Amortized		through
	cost	profit or loss	cost		profit or loss
Financial assets:
Cash and cash equivalents	$ 36,031,333	$-	$27,144,873	$	-
Trade and other receivables	9,706,289	-	7,544,060		-
Due from related parties	1,272,161	-	86,676		-
Derivatives	-	360,065	-		505
Investments in equity securities	-	4,568,041	-		3,523,826
Financial liabilities:
Trade and other payables	$ 21,815,094	$-	$20,236,855	$	-
Due to related parties	42,246	-	392,256		-
Lease liabilities	1,229,258	-	875,228		-
Loans and facilities	2,925,000	-	2,925,000		-
Debt	56,123,683	-	5,487,852		-
Derivatives		1,430,658			-
Other liabilities	69,670	-	6,722		-
Contingent consideration payable	-	1,182,775	-		1,182,775

(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, due to/ from related parties, debt and other liabilities are carried at amortized cost. The Company considers that the carrying amount of these financial assets and liabilities measured at amortized cost to approximate their fair value due to the short-term nature of the financial instruments.

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 forward contract and contingent consideration payable are measured using a Level 2 fair value measurement.

There were no transfers between levels of the fair value hierarchy in the year ended December 31, 2021 and September 30, 2022.

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

For the three and nine months ended September 30, 2022 and September 30, 2021

19. Subsequent events:

(a) Dribbble Credit Facility:

On October 11, 2022, Dribbble entered into a credit 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 6 months, principal and interest payments are amortized over the remaining 54 months term.

(b) Acquisition of HappyFunCorp. ("HFC"):

On November 15, 2022, Beam HFC Holdings Inc., a wholly owned subsidiary of Beam, acquired all of the outstanding shares of HappyFunCorp.LLC, for US$12,000,000 in cash with customary adjustments for working capital and transaction expenses, plus up to US$15,000,000 in earn-out payments in future periods. The transaction will be accounted for using the acquisition method, with the results of operations to be included in financial statements from the date of acquisition.

On November 16, 2022, Beam entered into an additional $10,000,000 commitment agreement with National Bank of Canada to supplement the financing of the HFC acquisition.

(c) Preferred shares conversion:

On December 1, 2022, Wilkinson Ventures Ltd. Exchanged the 1,000 Class "A" Preferred shares and 1,000 Class "B" Preferred shares for 241 Class "A" Common Voting shares and 14,338 Class "A" Common Voting shares, respectively. This transaction resulted in a liability of $6,326,716 being reclassified as equity at that date.

(d) Leases:

On December 15, 2022, Beam sublet its Victoria lease. The sublease was classified as finance lease, resulting in derecognition of the related right-of-use asset and recognition of lease receivable.

(e) Transfer of Beam shares to Tiny:

On December 31, 2022, Tiny purchased the remaining 75.4% of Beam, resulting in Beam becoming a wholly-owned subsidiary of Tiny.

(f) Tiny signs definitive agreement to combine with WeCommerce:

On January 22, 2023, Tiny and WeCommerce entered into a definitive amalgamation agreement to combine their businesses in an all-share transaction by way of a three-cornered amalgamation (the "Amalgamation"). The Amalgamation is subject to TSX-V approval, WeCommerce shareholder approval, and the satisfaction of other customary closing conditions. Subject to the satisfaction of such conditions, the Amalgamation is expected to close in April 2023.

SCHEDULE C OF APPENDIX G

TINY'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2021

(begins on following page)

Management's Discussion and Analysis For the years ended December 31, 2021 and December 31, 2020

GENERAL INFORMATION AND CAUTIONARY STATEMENTS

Introduction

The following management's discussion and analysis ("MD&A") dated March 6, 2023, provides information concerning the financial condition and results of operations of the Company (as defined below) for the years ended December 31, 2021 ("FY 2021") and December 31, 2020 ("FY 2020"). The following MD&A should be read in conjunction with the Company's audited financial statements and notes thereto related to the year ended December 31, 2021 (the "Financial Statements").

Basis of presentation

The Financial Statements represent the combined consolidated financial statements of Tiny Capital Ltd. ("Tiny") and Beam Digital Ltd. ("Beam").

Tiny was incorporated under the Business Corporations Act (British Columbia) on January 14, 2016. Tiny is a holding company that invests in a variety of businesses either directly or indirectly, through operating subsidiaries, or through a private equity fund where it serves as the general partner. Through its operating subsidiaries and equity investees ("Portfolio Companies"), including Beam and Dribbble Holdings Ltd. ("Dribbble"), 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 had a 24.6% interest 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 of Tiny. The acquisition of Beam is a transaction between entities under common control. As the acquisition was completed after the end of the reporting period on December 31, 2022, the Financial Statements have been presented on a combined basis as Beam and Tiny were under common control during the financial reporting period. The combined entities are hereinafter referred to as the Company.

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

All financial information contained in this MD&A and in the Financial Statements is prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, except for certain non-IFRS information as noted and where a reconciliation to IFRS is provided.

In preparing this MD&A, we have considered all information available up to March 6, 2023.

Forward-looking Information

This MD&A contains certain forward-looking statements and forward-looking information within the meaning of applicable securities law. Such forward-looking statements and information include, but are not limited to, statements or information with respect to: the Company's future business and strategies; requirements for additional capital and future financing; estimated future working capital, funds available, uses of funds, future capital expenditures and other expenses for specific operations and intellectual property protection; the Amalgamation (as defined below); industry demand; ability to attract and retain employees, consultants or advisors with specialized skills and knowledge; anticipated joint development programs; incurrence of costs; competitive conditions; general economic conditions; and scalability of developed technology.

Forward-looking statements and information are frequently characterized by words such as "plan", "project", "intend", "believe", "anticipate", "estimate", "expect" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although the Company's management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include risks relating to reliance on the Shopify platform; the Company's limited operating history; reliance on management and key employees; conflicts of interest in relation to the Company's officers, directors, and consultants; additional financing requirements; global financial conditions; management of growth; risks associated with the Company's strategy of growth through acquisitions; tax risks; currency fluctuations; competitive markets; uncertainty and adverse changes in the economy; unsustainability of the Company's rapid growth and inability to attract new customers, retain revenue from existing merchants, and increase sales to both new and existing customers; the successful closing of the Amalgamation and receipt of regulatory and other approvals with respect to same; adverse effects on the Company's revenue growth and profitability due to the inability to attract new customers or sell additional products to existing customers; future results of operations being harmed due to declines in recurring revenue or contracts not being renewed; security and privacy breaches; changes in client demand; challenges to the protection of intellectual property; infringement of intellectual property; ineffective operations through mobile devices, which are increasingly being used to conduct commerce; and risks associated with internal controls over financial reporting. The Company undertakes no obligation to update forward-looking statements and information if circumstances or management's estimates should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements and information. More detailed information about potential factors that could affect results is included in Appendix H to the WeCommerce Holdings Ltd. ("WeCommerce") Management Information Circular dated March 6, 2023.

By its nature, forward-looking information, including future-oriented financial information or financial outlook, is based on assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information, including, without limitation: the Amalgamation may not be completed; the potential impact of the Company's acquisitions and dispositions on relationships, including with regulatory bodies, stock exchanges, lenders, service providers, employees and competitors; risks related to the successful integration of acquired businesses; credit, liquidity and additional financing risks; potential conflicts of interest; general economic conditions; industry conditions; currency fluctuations; competition from other industry participants; and stock market volatility. This list is not exhaustive of the factors that may affect any of the forward-looking information contained herein.

For a more detailed discussion of certain of these risk factors, see "Risk Factors" below.

Non-IFRS financial measures

This MD&A makes reference to certain non-IFRS measures and ratios, hereafter, referred to as "non-IFRS measures". These measures are not recognised measures under IFRS, and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the financial information reported under IFRS.

The Company uses non-IFRS measures including "EBITDA", "EBITDA %", "Adjusted EBITDA", and "Adjusted EBITDA %". Management uses these non-IFRS measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. As required by Canadian securities laws, the Company reconciles these non-IFRS measures to the most comparable IFRS measures in this MD&A. For definitions and reconciliation of these non-IFRS measures to the relevant reported measures, see "Non-IFRS measures".

COMPANY OVERVIEW

Tiny is a holding company that invests in internet-based businesses either directly or indirectly, through operating subsidiaries, or through its private equity fund. Tiny has three reportable segments:

• The Digital Services segment helps start-ups to fortune 500 companies to design, build and ship premium digital products for both mobile and web. Tiny's capabilities as an end-to-end product partner provide clients with intimate insight into end-user behavior, allowing for a thorough, strategy-led approach to product design, engineering, brand positioning and marketing. The companies in this segment include Beam and its subsidiaries MetaLab Design Ltd. ("MetaLab"), Z1 Digital Product Studio SL ("Z1 Digital Studio"), Frosty Studio Ltd. ("Frosty Studio"), and Button Inc.
• The Creative Platform segment relates to Tiny's ownership of Dribbble, a leading social network for designers and other digital creatives and its subsidiary Creative Market Labs Inc. ("Creative Market"), which is an online marketplace for graphics, fonts, design templates, and other digital assets. Key revenue lines include the digital asset marketplace revenue, recurring subscription revenue, job board revenue, and digital advertising.
• The Other segment relates to a variety of other businesses within the Company's portfolio which report directly into Tiny's head office. It also includes Tiny's LP interest in Tiny Fund I, the buyout fund where Tiny is the GP, whose largest investment is a majority stake in the AeroPress coffee maker company. The companies in this segment include Tiny Boards Holdings Ltd. (remote job boards), Meteor Software Holdings Ltd. (a web application hosting company), DoubleUp Marketing Ltd. (a digital marketing business), Medimap Systems Inc. (a Canadian digital health website), Tiny Management Ltd. (investment management), and Tiny Capital Ltd. (parent company and corporate head office).

Tiny is a holding company owning subsidiaries engaged in diverse businesses. Its investments are primarily internet and technology focused, but it also owns businesses in other industries. Tiny is domiciled in Canada, and invests primarily in North America and Europe, with the majority of its revenues coming from these jurisdictions. Tiny's businesses are managed on a decentralized basis, with few integrated business operations. Tiny's corporate management team is primarily focused on capital allocation decisions, investment activities, and hiring and incentivizing senior management teams of its operating businesses.

Since its incorporation in January 2016 and up to the date of this MD&A, Tiny has invested in or acquired over 30 companies.

OVERALL PERFORMANCE AND SELECTED ANNUAL INFORMATION

The following table summarizes the Company's overall performance for the year ended December 31, 2021, as compared with the prior year:

		For the year ended December 31,
	2021	2020
Revenue
Digital services revenue	62,822,616	50,914,841
Creative platform revenue	34,081,483	22,976,712
Other revenue	13,942,939	10,012,461
	110,847,038	83,904,014
Operating income	32,342,622	25,787,039
Net income	36,601,486	21,387,877
EBITDA(1)	50,324,459	31,438,854
EBITDA %(1)	45%	37%
Adjusted EBITDA(1)	38,138,964	34,067,413
Adjusted EBITDA %(1)	34%	41%
	December 31,	December 31,
	2021	2020
Total assets	125,362,018	100,836,561
Total liabilities	52,078,786	46,514,589
Non-current financial liabilities	12,760,914	5,472,688

ANNUAL 2021 HIGHLIGHTS

• 32% increase in overall revenue to $110.8 million in FY 2021, driven by:
  • − 23% increase in digital services revenue to $62.8 million
    • − 48% increase in creative platform revenue to $34.1 million
    • − 39% increase in other revenue to $13.9 million
• 71% increase in net income and 12% increase in adjusted EBITDA(1) to $36.6 million and $38.1 million, respectively
• Adjusted EBITDA margin(1) of 34% in FY 2021, compared to 41% in FY 2020
• June 1, 2021, completed the sale of Mealime Meal Plans Inc. ("Mealime") for US$25 million, resulting in a gain on sale of $13.0 million
• Cash and cash equivalents as at December 31, 2021 was $27.1 million compared to $18.0 million on December 31, 2020

RESULTS OF OPERATIONS

	For the years ended December 31,
	2021	2020
Revenue
Digital services revenue	62,822,616	50,914,841
Creative platform revenue	34,081,483	22,976,712
Other revenue	13,942,939	10,012,461
	110,847,038	83,904,014
Expenses
Wages	51,437,941	35,306,401
Travel, meals and entertainment	891,934	281,282
Share based payments (recovery)	(120,520)	2,857,151
Professional fees	3,577,780	1,444,811
Office and general	6,742,393	5,684,713
Management and strategic fees	1,420,694	1,307,337
Interest and bank charges	443,716	919,665
Hosting fees	6,270,735	5,006,983
Depreciation and amortization	3,300,487	2,848,713
Business acquisition costs	-	347,508
Bad debts	263,114	-
Advertising and promotion	4,276,142	2,112,411
	78,504,416	58,116,975
Operating Income	32,342,622	25,787,039
Other income (expense)	14,237,634	1,883,437
Tax recovery (expense)	(9,978,770)	(6,282,599)
Net income for the year	36,601,486	21,387,877

Revenue

Revenue increased by $26.9 million or 32% from $83.9 million in 2020 to $110.8 million in 2021.

Revenues for the digital services segment increased by $11.9 million or 23% from $50.9 million in 2020 to $62.8 million in 2021. The increase for the year can be mainly attributed to a $7.9 million (17.5%) increase in the revenue of MetaLab along with a $2.8 million (69%) increase in the revenue of Z1 Digital Studio. The digital services segment experienced increased demand in 2021 and staffing capacity was also increased to help service additional excess demand.

Revenue for the creative platform segment increased by $11.1 million or 48% from $23.0 million in 2020 to $34.1 million in 2021. The increase for the year can be mainly attributed to $4.6 million (53%) increase in the revenue of Dribbble Holdings (US) Ltd. and $6.5 million (46%) increase in the revenue of Creative Market. The increase in revenue for Dribbble Holdings (US) Ltd. relates to momentum in the advertising business line as well as an increase in hiring revenue reflecting the competitive dynamics of the technology labour market. The increase in the revenue for Creative Market is primarily attributable to the fact that there was a full year of revenue in 2021 and only eight months of revenue in the comparative period.

Revenue for other segment increased by $3.9 million or 39% from $10.0 million in 2020 to $13.9 million in 2021. The increase for the year can be mainly attributed to $2.9 million (80%) increase in the revenue of Tiny Boards Ltd. and $0.4 million (10%) increase in the revenue of Meteor Software Holdings Ltd. The increase in revenue for Tiny Boards Ltd. is primarily the result of an increase in remote job postings and transactions in 2021.

Expenses

Wages expense were $51.4 million for the year ended December 31, 2021, compared to $35.3 million in 2020, representing an increase of $16.1 million or 46% over the prior year. The increase for the year can be mainly attributed to a $10.8 million (48%) increase in wages expense for the digital services segment to support the revenue growth during the year, and $2.8 million (29%) increase in wages expense for the creative platform segment. The increase in wages expense for the digital services segment was primarily the result of additional labour capacity required to service the increase in demand of its services, and a reflection of the competitive dynamics of the technology labour market during that period. The increase in wages expense for the creative platform segment was driven by the growth in the business and full year 2021 wages expense from Creative Market compared to the eight-month inclusion in 2020. Also, the Company added headcount at the corporate head office level in 2021 to support the management of the larger portfolio of underlying companies.

Travel, meals and entertainment expense were $0.89 million for the year ended December 31, 2021, compared to $0.28 million in 2020, representing an increase of $0.61 million or 217% over the prior period. The increase for the year can be mainly attributed to Tiny due to the relaxing of certain COVID-19 restrictions in 2021.

Share based payments expense was a recovery of $0.12 million for the year ended December 31, 2021, compared to an expense of $2.9 million in 2020, representing a decrease of $3.0 million or 104% over the prior year. In 2020, Dribbble granted 463,954 options in Dribbble which vest over four years. However, in 2021, Dribbble only granted 108,794 options but had a forfeiture of 342,549 options resulting in the negative share based payment expense for the year.

Professional fees expense was $3.6 million for the year ended December 31, 2021, compared to $1.4 million in 2020, representing an increase of $2.2 million or 157% over the prior year. The increase is primarily attributable to $0.48 million (66%) increase in the digital services segment, $0.58 million (207%) increase in creative platform segment, and a $0.64 million (386%) increase in Tiny. The increase in professional fees expense for both the digital services segment and the creative platform segment relates to the conversion of their accounting records to IFRS, change in year end from July to December, and additional audit fees incurred as a result of these changes. The increase in professional fees expense for Tiny relates to fund compliance and structuring matters, employment matters and temporary consultants hired for transaction advisory.

Office and general expense were $6.7 million for the year ended December 31, 2021, compared to $5.7 million in 2020, representing an increase of $1.0 million or 19% over the prior period. The increase for the year can be mainly attributed to the creative platform segment driven by the growth in the business and full year 2021 office and general expense from Creative Market compared to the eight-month inclusion in 2020.

Management and strategic fees expense were $1.4 million for the year ended December 31, 2021, compared to $1.3 million in 2020, representing an increase of $0.1 million or 9% over the prior period. This relates to the management and strategic fees paid by Beam Digital Ltd. and was consistent year over year.

Interest and bank charges were $0.44 million for the year ended December 31, 2021, compared to $0.92 million in 2020, representing a decrease of $0.48 million or 52% over the prior period. The decrease for the year can be mainly attributed to $0.26 million (57%) decrease in interest and bank charges for the digital services segment as MetaLab accrued certain US tax-related interest and penalties in 2020 which were partially reversed in 2021 upon completion of the required filings. In addition, $0.18 million (43%) of the decrease in interest and bank charges relates to Tiny which received an interest refund in 2021 from a lender for overcharged interest between 2019 and 2020.

Hosting fees was $6.3 million for the year ended December 31, 2021, compared to $5.0 million in 2020, representing an increase of $1.3 million or 25% over the prior period. The increase for the year can be mainly attributed to the creative platform segment which had an increase in hosting fees of $1.1 million (35%), which was driven by the 48% segment revenue growth in 2021.

Depreciation and amortization costs were $3.3 million for the year ended December 31, 2021, compared to $2.8 million in 2020, representing an increase of $0.5 million or 18% over the prior year. The increase is primarily due to additional full year amortization of intangible assets recognized as part of the acquisition of Creative Market in April 2020.

Business acquisition costs were $nil for the year ended December 31, 2021, compared to $0.35 million in 2020. The business acquisition costs include legal and professional fees paid as part of the Company's acquisition of Creative Market in April 2020.

Bad debt expense was $0.26 million for the year ended December 31, 2021, compared to $nil in 2020. The bad debt expense relates to a one-time write-off of accounts receivable in MetaLab.

Advertising and promotion expense was $4.3 million for the year ended December 31, 2021, compared to $2.1 million in 2020, representing an increase of $2.2 million or 102% over the prior year. The increase is primarily attributable to $1.1 million (162%) increase in advertising and promotion expense in the digital services segment and a $1.3 million (170%) increase in advertising and promotion expense in the creative platform segment. The businesses ran additional marketing campaigns during 2021 which contributed to the increase in revenue.

Other income was $14.2 million for the year ended December 31, 2021, compared to the other income of $1.9 million in 2020, representing an increase of $12.3 million or 647% over the prior year. The increase is primarily attributable to a $13.0 million gain from the sale of Mealime in June 2021, partially offset by a $0.32 million decrease in the unrealized fair value gain on investments in 2021.

NON-IFRS MEASURES

Investors are cautioned that non-IFRS measures used should not replace net income or loss (as determined in accordance with IFRS) as an indicator of the Company's performance. These are supplemental measures management uses in managing the business and making decisions. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. These measures are not intended as a substitute for IFRS measures.

EBITDA and EBITDA %

EBITDA is defined as earnings (net income or loss) before finance costs, income taxes, depreciation and amortization. EBITDA is reconciled to net income (loss) from the financial statements.

EBITDA % ratio is determined by dividing EBITDA by total revenue for the year.

EBITDA and EBITDA % is frequently used by securities analysts and investors when comparing the Company's results to other companies. EBITDA and EBITDA % are measures commonly reported and widely used as a valuation metric.

Adjusted EBITDA and Adjusted EBITDA %

Adjusted EBITDA removes unusual, non-recurring, non-cash or non-operating items from EBITDA such as gains, losses or costs associated with the acquisition or disposal of businesses, share of loss from associates, fair value changes in investments, and stock-based payments. The Company believes adjusted EBITDA provides improved continuity with respect to the comparison of its operating performance over a period of time. Adjusted EBITDA is reconciled to net income (loss) from the financial statements.

Adjusted EBITDA % is determined by dividing Adjusted EBITDA by total revenue for the year.

Adjusted EBITDA and Adjusted EBITDA % is frequently used by securities analysts and investors when evaluating a company's ability to generate liquidity from its core operations. It provides a basis to evaluate profitability and performance trends by excluding items that the Company does not consider to be controllable activities for this purpose. Adjusted EBITDA and EBITDA % are measures commonly reported and widely used as a valuation metric.

NON-IFRS MEASURES RECONCILIATIONS

EBITDA

	For the years ended December 31,
	2021	2020
Net Income for the year	36,601,486	21,387,877
Income tax expense	9,978,770	6,282,599
Depreciation and amortization	3,300,487	2,848,713
Finance costs	443,716	919,665
EBITDA	50,324,459	31,438,854
EBITDA adjustments
Gain on sale of subsidiary	(13,027,764)	-
Share of loss from associate	248,005	1,137,115
Other income(1)	(426,568)	(1,670,427)
Fair value gain on investments	(1,031,307)	(1,350,125)
Business acquisition costs	-	347,508
Non-recurring management and strategic fees(2)	1,420,694	1,307,337
Stock-based payments	(120,520)	2,857,151
Non-recurring employee expense(3)	751,965	-
Adjusted EBITDA	38,138,964	34,067,413

(1) Other income relates to COVID-19 related government assistance, gain/loss on FX and other minor non-operating items

(2) Non-recurring management and strategic fees primarily relates to amounts paid to Wilkinson Ventures Ltd. which are expected to cease in 2022 (3) Non-recurring employee expense relates to a one-time discretionary bonus paid to a former employee

EBITDA %

	For the years ended December 31,
	2021	2020
EBITDA	50,324,459	31,438,854
Revenue	110,847,038	83,904,014
EBITDA %	45%	37%
Adjusted EBITDARevenue	38,138,964110,847,038	34,067,41383,904,014
Adjusted EBITDA %	34%	41%

LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash on hand at December 31, 2021, amounted to $27.1 million compared to $18.0 million at December 31, 2020.

The Company's main sources of funding are cash generated from operations along with its ability to raise capital from equity and debt financing.

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.

The tables below categorize the Company's financial liabilities into relevant maturity groupings based on the remaining periods at the consolidated statement of financial position dates to the contractual maturity dates.

				Total
	1 year	Between 1	Over	contractual	Carrying
2021	or less	and 5 years	5 years	cash flows	amount
Trade and other payables	$ 20,236,855	$-	$-	$ 20,236,855	$ 20,236,855
Income tax payable	2,757,057	-	-	2,757,057	2,757,057
Loans and facilities	2,925,000	-	-	2,925,000	2,925,000
Debt	-	5,487,852	-	5,487,852	5,487,852
Contingent consideration
payable	467,911	714,864	-	1,182,775	1,182,775
Due to related parties	392,256	-	-	392,256	392,256
Lease liabilities	340,219	617,754	-	957,973	875,228
Other liabilities	6,740	-	-	6,740	6,740
	$ 27,126,038	$ 6,820,470	$-	$ 33,946,508	$ 33,863,763

				Total
	1 year	Between 1	Over	contractual	Carrying
2020	or less	and 5 years	5 years	cash flows	amount
Trade and other payables	$ 15,821,564	$-	$-	$ 15,821,564	$ 15,821,564
Income tax payable	3,275,447	-	-	3,275,447	3,275,447
Loan and facilities	4,818,665	-	-	4,818,665	4,818,665
Debt	-	140,000	-	140,000	140,000
Due to related parties	5,360,441	-	-	5,360,441	5,360,441
Lease liabilities	416,731	158,302	-	575,033	535,918
Other liabilities	385,637	-	-	385,637	385,637
	$ 30,078,485	$298,302	$-	$ 30,376,787	$ 30,337,672

Cash flows

Analysis of cash flows:

	Years ended December 31,
	2021	2020
Cash provided by (used in) operating activities	29,584,066	40,737,483
Cash provided by (used in) financing activities	(12,948,483)	(18,709,726)
Cash provided by (used in) investing activities	(7,495,225)	(7,226,184)
Increase (Decrease) in cash	9,140,358	14,801,573

Operating activities

During the year ended December 31, 2021, cash flows provided by operating activities was $29.6 million compared to $40.7 million for the prior year. The decrease of $11.1 million for the year is mainly attributable to a $12.1 million decrease in the change in non-cash working capital in 2021 due to the timing of payables.

Financing activities

For the year ended December 31, 2021, cash flows used in financing activities was $12.9 million compared to $18.7 million for the prior year. The decrease of $5.8 million for the year is mainly attributable to the $8.3 million drawdown of the new debt facility, and a $2.4 million decrease in dividends paid, offset by a $4.8 million cash outflow to repay the Company's bank loan.

Investing activities

For the year ended December 31, 2021, cash flows used in investing activities was $7.5 million compared to $7.2 million for the prior year, which is fairly consistent. In 2021, the $6.9 million decrease in net purchase of investments (net of sale proceeds) from $7.8 million in the prior year to $0.9 million in the current year, is largely offset by the $5.4 million increase in purchase of capital assets from $0.5 million in the prior year to $5.9 million in the current year.

OFF-BALANCE SHEET ARRANGEMENTS

As at the date of this MD&A, the Company has not entered into any off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

The most significant accounting judgements and estimates that the Company has made in the preparation of the Financial Statements are described in Note 2(c) with the associated accounting policy in Note 3 to the audited combined financial statements for the year ended December 31, 2021.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions are conducted in the normal course of operations and have been valued in these consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties. The major shareholders and directors of the Company are Andrew Wilkinson and Chris Sparling.

(a) Related party revenues:

	2021	2020
Entities under control of a director of the Company:Management fees	$927,773	$783,350
Related party expenses:
	2021	2020
Entities under control of a director of the Company:
Professional/Consulting fees	$450,357	$124,611
Management and strategic	671,199	1,634,129
	$1,121,556	$1,758,740

(c) Due from related parties:

	2021	2020
Shareholders or entities under common control	$86,676	$3,110,313

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

(d) Due to related parties:

	2021	2020
Shareholders or entities under common control	$392,256	$5,360,441

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

(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:

	2021	2020
Salaries and consulting feesShare based compensation	$1,136,044200,580	$612,665-
	$1,336,624	$612,665

(f) On October 19, 2020, Wilkinson Ventures Ltd. sold 455,942 common shares of WeCommerce to Tiny. In consideration of the common shares, Tiny issued a $3,986,692 promissory note payable to Wilkinson Ventures Ltd. and 1,000 Class "B" non-dividend participating preferred shares, redeemable and retractable with a 60-day notice at the specified amount for $6,326,716.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

No new significant standards were adopted in 2021.

PROPOSED TRANSACTIONS

On January 22, 2023, Tiny and WeCommerce entered into a definitive amalgamation agreement to combine their businesses in an all-share transaction by way of a three-cornered amalgamation (the "Amalgamation"). The Amalgamation is subject to final approval of the TSX-V, WeCommerce shareholder approval, and the satisfaction of other customary closing conditions. Subject to the satisfaction of such conditions, the Amalgamation is expected to close in April 2023. The unaudited pro forma combined financial statements of the resulting issuer of the Amalgamation are included in Appendix I to the Circular.

FINANCIAL RISK FACTORS

The Company is exposed to a number of risks as a result of holding financial instruments including credit risk, market risk and equity price risk.

(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 and trade and other receivables. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalents with high-credit quality financial institutions. As at December 31, 2021, the Company had cash equivalents of $240,000 (2020 - $169,541) in cashable guaranteed investment certificates. 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. During the year ended December 31, 2021, the allowance for credit loss increased by $238,348 (2020 - nil). There were no writeoffs or reversals.

(ii) Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of three types of risk: interest rate risk, currency risk and equity price risk. The exposures of the Company are monitored regularly by the Company's management.

(a) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have significant interest bearing financial assets or liabilities.

(b) 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 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$. The Company has one subsidiary whose functional currency is Euros and is therefore exposed to foreign currency risk from financial instruments denominated in currencies other than US$.

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

	2021	2020
Cash and cash equivalents:US dollarEuroGBP	$ 25,489,135457,875120,644	$16,000,251684,588-

Trade receivables:	$	$
US dollar	4,393,052	3,879,470
Euro	868,309	596,150
GBP	42,777	-
Trade payables:US dollarEuroGBP	$ 17,040,433488,16873,194	$14,079,866389,68230,183

The table below shows the immediate increase (decrease) on net income of a 10% strengthening in the closing exchange rate of significant currencies to which the Company has exposure as at December 31, 2021 and 2020. The sensitivity associated with a 10% weakening of a particular currency would be equal and opposite.

This assumes that each currency moves in isolation. The Company has a policy to manage currency risk, but as at December 31, 2021, did not enter into arrangements to hedge its currency risk exposure.

		20212020
10% strengthening of the CAD$:USD exchange rate10% strengthening of the CAD$:EUR exchange rate10% strengthening of the CAD$:GBP exchange rate	$4,692,211181,43523,662	$3,395,961167,0423,018

(iii) Equity price risk

The Company manages the equity prices portion of its market risk by limiting the amount of its asset base held in marketable securities; the purchase and sale of marketable securities are not in the Company's normal course of business. During the year ended December 31, 2021, the Company purchased marketable securities of $365,453 (2020 - $4,581,059) and sold marketable securities for nil (2020 - $3,865,253).

SUBSEQUENT EVENTS

(a) Leases:

In December 2021, Beam entered into a 60-month Vancouver office lease. The lease commenced on January 1, 2022, resulting in recognition of $709,158 right-of-use asset and lease liability.

On December 15, 2022, Beam sublet its Victoria lease. The sublease was classified as finance lease, resulting in derecognition of the related right-of-use asset and recognition of lease receivable.

(b) Capital calls:

Subsequent to December 31, 2021 and up to the date of this MD&A, Tiny contributed an additional US$5.83M to TFC Investment Ltd. in connection with its 19.93% LP interest.

(c) Acquisition of assets from Fontspring Inc. ("Fontspring"):

On January 28, 2022, Dribbble acquired certain assets, servers and clients of Fontspring for US$3.375 (CA$4.311) million cash. The transaction will be accounted for using the acquisition method, with the results of operations to be included in financial statements from the date of acquisition. This acquisition allows Dribbble to provide a wider array of services to its customers.

(d) Stock options granted by MetaLab:

In February 2022, MetaLab granted 22,723 options in aggregate to its senior management to purchase its nonvoting common shares at an exercise price of $299.2416 per share. The options are subject to certain service and performance conditions.

(e) Redemption of MetaLab's redeemable shares:

On May 2, 2022, MetaLab repurchased all of the outstanding redeemable shares at $100 in aggregate from its shareholder as described in note 10 of the Financial Statements.

(f) Beam Credit Facility and dividends declaration:

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 Secured Overnight Financing Rate ("SOFR") rates and matures on May 20, 2027.

On the same day, Beam drew $44,570,000 and US$5,787,202 on the revolving commitment facility and declared and paid dividends of $50,000,000 to its shareholders (including $12,303,569 to Tiny and $37,696,431 to related parties), financed by this facility.

(g) Tiny Repayment of J.P. Morgan Facility:

On May 20, 2022, Tiny fully repaid its outstanding J.P. Morgan credit facility balance of $7,343,034 and US$5,786,254. The facility was terminated and security was released.

(h) Tiny Credit Facility:

On September 1, 2022, Tiny entered into a credit agreement with Roynat Inc. with respect to a $25,000,000 revolving term loan. The facility bears interest at Canadian Variable Rate plus 3.5% per annum. Each draw on the facility results in a term loan payable over 3 years.

(i) Dribbble Credit Facility:

On October 11, 2022, Dribbble entered into a credit 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 6 months, principal and interest payments are amortized over the remaining 54 months term.

(j) Acquisition of HappyFunCorp, LLC ("HFC"):

On November 15, 2022, Beam HFC Holdings Inc., a wholly owned subsidiary of Beam, acquired all the outstanding shares of HFC for US$12,000,000 in cash with customary adjustments for working capital and transaction expenses, plus up to US$15,000,000 in earn-out payments in future periods. The transaction will be accounted for using the acquisition method, with the results of operations to be included in financial statements from the date of acquisition.

On November 16, 2022, Beam entered into an additional $10,000,000 commitment agreement with National Bank of Canada to supplement the financing of the HFC acquisition.

(k) Preferred Shares Conversion:

On December 1, 2022, Wilkinson Ventures Ltd. exchanged the 1,000 Class "A" Preferred shares and 1,000 Class "B" Preferred shares for 241 Class "A" Common Voting shares and 14,338 Class "A" Common Voting shares, respectively.

(l) Leases:

On December 15, 2022, Beam sublet its Victoria lease. The sublease was classified as finance lease, resulting in derecognition of the related right-of-use asset and recognition of lease receivable.

(m) Transfer of Beam Shares to Tiny:

On December 31, 2022, Tiny purchased the remaining 75.4% of Beam, resulting in Beam becoming a whollyowned subsidiary of Tiny.

(n) Tiny signs definitive agreement to combine with WeCommerce:

On January 22, 2023, Tiny and WeCommerce entered into a definitive amalgamation agreement to combine their businesses by way of the Amalgamation. The Amalgamation is subject to final approval of the TSX-V, WeCommerce shareholder approval, and the satisfaction of other customary closing conditions. Subject to the satisfaction of such conditions, the Amalgamation is expected to close in April 2023.

(o) Tiny completes non-brokered private placement:

On February 8, 2023, Tiny completed a non-brokered private placement offering of 13,686 class "A" common voting shares of Tiny at a price of $398.00 per share for aggregate gross proceeds of $5,447,028.

RISK FACTORS

(a) The failure to successfully execute and integrate acquisitions could materially adversely affect the Company's business, results of operations and financial condition.

The Company will be continually pursuing a strategy of organic growth through acquisitions and has acquired multiple businesses, including Mealime, Z1 Digital Studio, Creative Market, and Frosty Studio and it regularly evaluates potential acquisitions. As part of this organic growth, the Company may not be successful in integrating acquisitions or the businesses acquired may not perform as well as expected. While the acquisitions to date have not caused major disruptions to the business, any future failure to manage and successfully integrate acquired businesses could materially adversely affect the business, results of operations, and financial condition. Acquisitions involve numerous risks, including the following:

• Difficulties in integrating and managing combined operations, technology platforms, or offerings of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies;
• Failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow;
• Diversion of management's attention or other resources from the existing business;
• The Company's inability to maintain key customers, business relationships, suppliers, and brand potential of acquired businesses;
• Uncertainty of entry into businesses or geographies in which the Company has limited or no prior experience or in which competitors have stronger positions;
• Unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses;
• Responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed the Company's estimates, such as liabilities arising out of the failure to maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws;
• Difficulties in or costs associated with assigning or transferring to the Company or its subsidiaries the acquired companies' intellectual property or its licenses to third-party intellectual property;
• Inability to maintain the Company's culture and values, ethical standards, controls, procedures

and policies;

• Challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies;
• Challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with IFRS; and
• Potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.

In addition, acquisition targets are held privately and the Company may experience difficulty in evaluating such potential target businesses as the information concerning these businesses is not publicly available. An acquisition could also result in a potentially dilutive issuance of equity securities. The failure of the Company to successfully manage its strategy of growth through acquisitions could have a material adverse effect on the Company's business, results of operations and financial condition.

(b) The Company may be unable to successfully fund future acquisitions of new businesses due to the lack of availability of additional debt or equity financing at the Company level on acceptable terms, which could impede the implementation of its continued growth strategy.

In order to execute the Company's continued growth strategy post Amalgamation, it will require additional equity and/or debt financing in order to undertake acquisitions or other business combination transactions. Since the timing and size of acquisitions cannot be readily predicted, the Company may need to be able to obtain funding on short notice to benefit fully from attractive acquisition opportunities. Such funding may not be available on commercially acceptable terms. In addition, the level of indebtedness may impact the Company's ability to borrow at the Company level and/or increase its debt levels that exceed industry standards. Another source of capital may be raised through further issuances of equity or convertible debt securities, in which case, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of the Company's shareholders. These risks may materially adversely affect the Company's financial condition, business and results of operations.

(c) The Company is dependent upon its officers, directors, management and key employees and their loss could adversely affect the Company's ability to operate.

The Company's success is highly dependent on the retention of key personnel both within the Company level and within its Portfolio Companies. The availability of persons with the necessary skills to execute the business strategy of the Company or a particular Portfolio Company is very limited and competition for such persons is intense. As the Company's business activity grows, additional key financial and administrative personnel, as well as additional staff, may be required. Although the Company believes that it will be successful in attracting, training and retaining qualified personnel, there can be no assurance of such success. If the Company is unsuccessful in attracting, training and retaining qualified personnel, the efficiency of operations may be affected. In addition, if any of its executive officers, directors or key employees join a competitor or form a competing company, the Company may lose know-how, key professionals and staff members as well as partners.

The Company does not maintain any key person insurance on the life of any of its directors, officers or key personnel. The unexpected loss of the services of one or more of its directors or officers could have a detrimental effect on us.

(d) The Company's officers and directors may allocate their time to other businesses, which may raise potential conflicts of interest as to how much time to devote to its affairs.

The Company may be subject to various potential conflicts of interest because some of its officers, directors and consultants may be engaged in a range of business activities, including certain officers, directors and consultants that provide services to other companies involved in ecommerce. The Company's executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company's executive officers, directors and consultants may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company's business and affairs and that could adversely affect the Company's operations. These business interests could require significant time and attention of the Company's executive officers, directors and consultants. In addition, the Company may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time-to-time deal with persons, firms, institutions, or corporations with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company or a Portfolio Company for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

(e) It may be challenging for the Company to service any additional indebtedness incurred.

The Company may be required to draw down or incur additional indebtedness under its credit facilities or other sources of debt financing. The additional indebtedness will increase the interest payable by the Company from time to time until such amounts are repaid, which will represent an increase in cost and a potential reduction in its income. In addition, the Company may need to find additional sources of financing to repay this amount when it becomes due, which could have an adverse effect on the Company.

(f) If the Company is unable to maintain its obligations under its credit facilities, it may suffer adverse consequences impacting its liquidity.

The Company has credit facilities which require the Company to make certain interest payments, provide a firstranking security interest over all of its assets and contain a number of covenants that impose significant operating and financial restrictions, which may limit the Company's ability to engage in acts that may be in its long-term best interest. If the Company's cash flows and cash and cash equivalents are insufficient to fund its debt service obligations, including repayment or renewal of the credit facilities at the end of each of their term, the Company could face liquidity problems and could be forced to seek amendments to the credit facilities, or reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance the Company's indebtedness, including the credit facilities. The Company may not be able to affect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternatives may not allow the Company to meet its scheduled debt service obligations. There can be no certainty that the Company will be able to repay or renew the credit facilities at maturity and the failure to do so would have a material adverse effect on the Company.

In addition, a breach of the covenants under the credit facilities could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross acceleration or cross default provision applies. In the event the lender accelerates the repayment of the Company's borrowings, the Company may not have sufficient assets to repay its indebtedness. The security interests provided by the Company under the credit facilities may adversely affect the Company's ability to secure other types of financing. As a result of the security interests granted to JPMorgan Chase Bank, any default under the credit facilities, including any covenants thereunder, could result in the loss of the Company's entire interest in its material assets.

(g) The return on your investment in shares in the capital of Tiny ("Tiny's Shares") is uncertain and you may not realize the expected returns, given the volatility in certain securities markets in North America.

There is currently no public market for Tiny's Shares and it is possible the Amalgamation will not be completed. In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continuing fluctuations in price will not occur. It may be anticipated that any quoted market for Tiny's Shares will be subject to market trends generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings. The value of Tiny's Shares will be affected by such volatility. If an active public market for the Company Common Shares does not develop, the liquidity of a shareholder's investment may be limited, and the share price may decline.

There can be no assurance that the publicly traded market price of Tiny's Shares will be high enough to create a positive return for the existing investors. Further, there can be no assurance that the Company Common Shares will be sufficiently liquid to permit investors to sell their position in the Company without adversely affecting the stock price. In such event, the probability of resale of Tiny's Shares would be diminished.

(h) Global Financial Conditions

Current global financial conditions have been subject to increased volatility and access to financial markets may become severely restricted. These factors may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. Increased levels of volatility and market turmoil could adversely impact the Company's operations and the value and the price of Tiny's Shares could also be adversely affected.

Adverse changes in the economy could negatively impact the Company's business. Future economic distress may result in a decrease in demand for products, which could have a material adverse impact on the Company's operating results and financial condition. Uncertainty and adverse changes in the economy could also increase costs associated with developing and publishing products, increase the cost and decrease the availability of sources of financing, and increase the Company's exposure to material losses from bad debts, any of which could have a material adverse impact on the financial condition and operating results of the Company.

(i) The Company's Portfolio Companies are subject to certain risks associated with their foreign operations or business they conduct in foreign jurisdictions.

Due to the Company's present operations through its Portfolio Companies, and the intention to have future operations in jurisdictions outside Canada, the Company is expected to be exposed to certain risks, including exposure to local economic conditions; difficulties in enforcing agreements and collecting receivables through certain foreign legal systems; longer payment cycles for foreign customers; adverse currency exchange controls; exposure to risks associated with changes in foreign exchange rates; potential adverse changes in political environments; withholding taxes and restrictions on the withdrawal of foreign investments and earnings; export and import restrictions; difficulties in enforcing intellectual property rights; and required compliance with a variety of foreign laws and regulations. One of the significant risks to highlight surrounds currency fluctuations.

Recent events in the global financial markets coupled with increased volatility in the currency markets, fluctuations in the exchange rate between the CAD dollar, US dollar and other currencies, may have a material adverse effect on the Company's business, financial condition and operating results. The Company may expand operations globally so it may be subject to additional gains and losses against additional currencies. Although certain entities within the Company have a hedging program in place to help minimize the impact of adverse foreign currency exchange movements, the Company may not hedge its entire exposure to any one foreign currency and it may not hedge its exposure at all with respect to certain foreign currencies.

(j) The Company's rate of growth may not be sustainable and will depend on various factors, including the Portfolio Companies' ability to attract new customers, retain revenue from existing merchants and increase sales to both new and existing customers.

The growth of the Company's operations has placed significant demands on managerial, financial and human resources. The Company's ability to continue its rate of growth will depend on a number of factors, including the availability of capital, existing and emerging competition and the ability to recruit and train additional qualified personnel. Moreover, as the Company's business grows, the Company will need to devote additional resources to improving its operational infrastructure and continuing to enhance its scalability in order to maintain the performance of its business.

(k) If the Portfolio Companies are unable to attract new customers or sell additional products to existing customers, the corresponding impact to the Company's revenue growth and profitability will be adversely affected.

To increase revenue and achieve and maintain profitability, the Portfolio Companies must regularly add new customers or sell additional solutions to existing customers. Numerous factors, however, may impede the ability to add new customers and sell additional solutions to existing customers, including the inability to convert companies that have been referred to them by the Company's existing network into paying customers, failure to attract and effectively train new sales and marketing personnel, failure to retain and motivate current sales and marketing personnel, failure to develop relationships with partners or resellers and/or failure to ensure the effectiveness of its marketing programs, failure to offer high quality products and services at competitive prices. In addition, if prospective customers do not perceive that its solutions are of sufficiently high value and quality, the Company may not be able to attract the number and types of new customers that the Portfolio Companies are seeking.

(l) The Company relies significantly on the recurring revenues generated by the Portfolio Companies, and if recurring revenue declines or contracts are not renewed, the impact to the Company's future results of operations could be harmed.

In order for the Company to improve operating results, it is important that customers renew their agreements when their subscription terms expire with the Portfolio Companies. These customers have no obligation to renew their subscriptions after a subscription term. The Company's businesses cannot guarantee customers will renew their subscriptions at the same or higher levels of service, or at all.

Sales of new or recurring subscriptions and software-related support service contracts and renewals after expiration of the contractual term may decline or fluctuate as a result of a number of factors, including end customers' level of satisfaction with its software solutions; the price, performance and functionality of their software solutions; the availability, price, performance and functionality of products and services offered by their competitors; or changes in customers' operations including reductions in their overall spending levels. If sales of new or recurring subscriptions and software related support service contracts decline, the Company's overall revenue and revenue growth may decline.

(m) The growth of ecommerce and fierce competition within this industry will continually intensify and any missteps along the way may adversely impact the Company's businesses and financial condition.

The Company's businesses will face competition and new competitors will continue to emerge throughout the world. Services to be offered by competitors of the businesses may take a larger market share than anticipated, which could cause the Company's performance to fall below expectations. It is expected that competition in the ecommerce environment will intensify. If competitors of the Company's businesses develop and market more successful products or services, offer competitive products or services at lower price points, or if the Company's businesses do not produce consistently high-quality and well-received products and services, revenues, margins, and profitability of the Company will decline.

(n) Any actual or perceived failure to protect confidential information against security attacks and privacy breaches could damage the Company's reputation and substantially harm its business and results of operations.

Security and privacy breaches could delay or interrupt service to the Company's customers, harm its reputation or subject the Company to significant liability and adversely affect business and financial results. The Company's ability to retain customers and attract new customers could be adversely affected by an actual or perceived breach of security or privacy relating to customer information. Certain of the Company's operations involve the storage and transmission of confidential information of customers and security breaches could expose the Company to a risk of loss of this information, litigation, indemnity obligations and other liability. If security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to the Company's customers' data, including personally identifiable information regarding users, damage to its reputation is likely, the Company's businesses may suffer, and significant liability could be incurred. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, the Company may be unable to prevent these techniques or to implement adequate preventative measures.

The Company has implemented technical, organizational, and physical security measures, including employee training, backup systems, monitoring and testing and maintenance of protective systems and contingency plans, to protect and to prevent unauthorized access to confidential information of the Company's customers and to reduce the likelihood of disruptions to its systems.

Despite these measures, the Company's information systems, including back-up systems and any third party

service provider systems that it employs, are vulnerable to damage, interruption, disability or failure due to a variety of reasons, including physical theft, electronic theft, fire, power loss, computer and telecommunication failures or other catastrophic events, as well as from internal and external security breaches, denial of service attacks, viruses, worms and other known or unknown disruptive events. The Company or its third-party service providers may be unable to anticipate, timely identify or appropriately respond to one or more of the rapidly evolving and increasingly sophisticated means by which computer hackers, cyber terrorists and others may attempt to breach its security measures or those of its third-party service providers' information systems.

If a breach of a Portfolio Company's security measures occurs, the market perception of their effectiveness could be harmed, and the corresponding effect could mean loss of potential sales and existing customers. Furthermore, a security breach affecting a competitor or any other company that provides hosting services or delivers applications under a SaaS model, even if no confidential information is compromised, such market perception of security measures could diminish potential sales and existing customers could nonetheless still be lost. Any remedial costs or other liabilities related to any security or privacy incident may not be fully insured or indemnified by other means.

(o) The Company and its Portfolio Companies are subject to laws and regulations concerning the collection, processing, storage, sharing, disclosure and use of customer information and other sensitive data, and our actual or perceived failure to comply with data privacy and security laws and regulations could damage the reputation and brand and adversely impact the operating results.

The Company and its Portfolio Companies are subject to various laws and regulations covering the privacy and protection of users' data. Because the Portfolio Companies may handle, collect, store, receive, transmit, transfer, and otherwise process certain information, which may include personal information, regarding its customers or its customers' users and employees in the ordinary course of business, The Company and its Portfolio Companies may be subject to federal, state and foreign laws related to the privacy and protection of such data. These laws and regulations, and their application to our operating businesses, are increasingly shifting and expanding. Compliance with these laws and regulations could affect our business, and their potential impact is unknown. Any actual or perceived failure to comply with these laws and regulations may result in investigations, claims and proceedings, regulatory fines or penalties, damages for breach of contract, or orders that require us to change our business practices, including the way data is processed.

The Portfolio Companies may also be subject to breach notification laws in the jurisdictions in which they operate and may be subject to litigation and regulatory enforcement actions as a result of any data breach or other unauthorized access to or acquisition or loss of personal information. Any significant change to applicable laws, regulations, interpretations of laws or regulations, or market practices, regarding the processing of personal data, or regarding the manner in which the Portfolio Companies may seek to comply with applicable laws and regulations, could require the impacted Portfolio Companies to make modifications to its products, services, policies, procedures, notices, and business practices, including potentially material changes. Such changes could potentially have an adverse impact on the business.

(p) The Company's businesses rely on their intellectual property and may rely on licenses to use others' intellectual property, and if its businesses are unable to protect the intellectual property, are unable to obtain or retain licenses of other intellectual property, or if they may infringe upon or are alleged to have infringed upon other intellectual property, it could have a material adverse effect on its financial condition, business and results of operations.

Each business' success depends in part on their ability to secure intellectual property rights for its ongoing operations and future opportunities. The steps taken to protect such intellectual property rights may not prevent third parties from using their intellectual property and other proprietary information without their authorization or independently developing intellectual property and other proprietary information that is similar. In addition, there is no assurance, that the Company's rights will not be challenged, invalidated or circumvented. Further, the laws of certain countries may not protect proprietary rights effectively or to the same extent as the laws of the United States and Canada, and therefore there can be no assurance that the Company will be able to adequately protect its proprietary technology against unauthorized third party copying or use. Such unauthorized copying or use may adversely affect its competitive position. Further, there can be no assurance that the Company will successfully obtain licenses to any technology that may be required to conduct business or that, if obtainable, such technology can be licensed at a reasonable cost.

Stopping unauthorized use of their proprietary information and intellectual property and defending claims that they have made unauthorized use of others' proprietary information or intellectual property, may be difficult, timeconsuming and costly. The unauthorized use of its intellectual property and other proprietary information by others could reduce or eliminate any competitive advantage its businesses have developed or may cause them to lose sales or otherwise harm its business.

The Company's businesses may become involved in legal proceedings and claims in the future either to protect their intellectual property or to defend allegations that they have infringed upon others' intellectual property rights. Responding to any such claim, regardless of its merit, may be time-consuming, result in costly litigation, divert management's attention and resources and cause the Company to incur significant expenses. Any meritorious claim of intellectual property infringement against the Company may potentially result in a temporary or permanent injunction, prohibiting it from marketing or selling certain products or requiring it to pay royalties to a third party. In the event of a meritorious claim or the inability of the Company to develop or license substitute technology, its business and results of operations may be materially adversely affected.

(q) Commerce is increasingly digital with mobile device transactions and if the Company's business products or solutions are unable to integrate properly with the rapid technological changes, its business strategy and longterm development may be harmed.

Commerce transacted over mobile devices continues to grow more rapidly than desktop transactions. The Portfolio Companies are dependent on the interoperability of their solutions with third-party mobile devices and mobile operating systems as well as web browsers that are outside of the Company's control. Any changes in such devices, systems or web browsers that degrade the functionality of its platform or give preferential treatment to competitive services could adversely affect usage of its platform. Mobile commerce is a key element in the Company's strategy and effective mobile functionality is integral to its long-term development and growth strategy. In the event that merchants and their buyers have difficulty accessing and using its platform on mobile devices, its business and operating results could be adversely affected.

(r) If the Company fails to maintain an effective system of internal controls over financial reporting, it may not be able to accurately report the Company's financial results or prevent fraud, which in turn could lose shareholder confidence in its financial and other public reporting and adversely impact its business and the trading price of its shares.

Effective internal controls over financial reporting are necessary to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure of the Company's internal controls could have an adverse effect on stated results of operations and increase legal, regulatory, and reputational risks. As a result, the Company may experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of these ongoing changes. If the Company is unable to implement any required changes to its internal control over financial reporting effectively or efficiently or is required to do so earlier than anticipated, it could adversely affect the Company's operations, financial reporting and results of operations. If the Company fails to maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely impacted.

(s) Tax Risk

The Company will be subject to income taxes in Canada and various jurisdictions outside of Canada. Its effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates. Its tax expense could also be impacted by changes in non-deductible expenses, changes in excess tax benefits of equity-based compensation, changes in the valuation of deferred tax assets and liabilities and its ability to utilize them, the applicability of withholding taxes, effects from acquisitions, and the evaluation of new information that results in a change to a tax position taken in a prior period. The Company's tax position could also be impacted by changes in accounting principles, changes in Canadian federal, provincial or territorial tax laws, or other international tax laws applicable to corporate multinationals, other fundamental law changes currently being considered by many countries, including Canada and the U.S., and changes in taxing jurisdictions' administrative interpretations, decisions, policies, and positions. Any of the foregoing changes could have an adverse impact on the Company's results of operations, cash flows, and financial condition.

SCHEDULE D OF APPENDIX G

TINY'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

(begins on following page)

Management's Discussion and Analysis

For the three and nine months ended September 30, 2022 and 2021

GENERAL INFORMATION AND CAUTIONARY STATEMENTS

Introduction

The following management's discussion and analysis ("MD&A") dated March 6, 2023, provides information concerning the financial condition and results of operations of the Company (as defined below) for the three and nine months ended September 30, 2022 ("Q3 2022" and "YTD Q3 2022", respectively) and September 30, 2021 ("Q3 2021" and "YTD Q3 2021", respectively). The following MD&A should be read in conjunction with the Company's unaudited combined condensed interim consolidated financial statements and notes thereto for the three and nine months periods ended September 30, 2022 (the "Financial Statements").

Basis of presentation

The Financial Statements represent the unaudited combined condensed interim consolidated financial statements of Tiny Capital Ltd. ("Tiny") and Beam Digital Ltd. ("Beam").

Tiny was incorporated under the Business Corporations Act (British Columbia) on January 14, 2016. Tiny is a holding company that invests in a variety of businesses either directly or indirectly, through operating subsidiaries, or through a private equity fund where it serves as the general partner. Through its operating subsidiaries and equity investees ("Portfolio Companies"), including Beam and Dribbble Holdings Ltd. ("Dribbble"), 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 had a 24.6% interest 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 of Tiny. The acquisition of Beam is a transaction between entities under common control. As the acquisition was completed after the end of the reporting period on December 31, 2022, the Financial Statements have been presented on a combined basis as Beam and Tiny were under common control during the financial reporting period. The combined entities are hereinafter referred to as the Company.

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

All financial information contained in this MD&A and in the Financial Statements is prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, except for certain non-IFRS information as noted and where a reconciliation to IFRS is provided.

In preparing this MD&A, we have considered all information available up to March 6, 2023.

Forward-looking Information

This MD&A contains certain forward-looking statements and forward-looking information within the meaning of applicable securities law. Such forward-looking statements and information include, but are not limited to, statements or information with respect to: the Company's future business and strategies; requirements for additional capital and future financing; estimated future working capital, funds available, uses of funds, future capital expenditures and other expenses for specific operations and intellectual property protection; the Amalgamation (as defined below); industry demand; ability to attract and retain employees, consultants or advisors with specialized skills and knowledge; anticipated joint development programs; incurrence of costs; competitive conditions; general economic conditions; and scalability of developed technology.

Forward-looking statements and information are frequently characterized by words such as "plan", "project", "intend", "believe", "anticipate", "estimate", "expect" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although the Company's management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Factors that could cause actual results to differ materially from those in forwardlooking statements include risks relating to reliance on the Shopify platform; the Company's limited operating history; reliance on management and key employees; conflicts of interest in relation to the Company's officers, directors, and consultants; additional financing requirements; global financial conditions; management of growth; risks associated with the Company's strategy of growth through acquisitions; tax risks; currency fluctuations; competitive markets; uncertainty and adverse changes in the economy; unsustainability of the Company's rapid growth and inability to attract new customers, retain revenue from existing merchants, and increase sales to both new and existing customers; the successful closing of the Amalgamation and receipt of regulatory and other approvals with respect to same; adverse effects on the Company's revenue growth and profitability due to the inability to attract new customers or sell additional products to existing customers; future results of operations being harmed due to declines in recurring revenue or contracts not being renewed; security and privacy breaches; changes in client demand; challenges to the protection of intellectual property; infringement of intellectual property; ineffective operations through mobile devices, which are increasingly being used to conduct commerce; and risks associated with internal controls over financial reporting. The Company undertakes no obligation to update forward-looking statements and information if circumstances or management's estimates should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements and information. More detailed information about potential factors that could affect results is included in Appendix H to the WeCommerce Holdings Ltd. ("WeCommerce") Management Information Circular dated March 6, 2023 (the "Circular").

By its nature, forward-looking information, including future-oriented financial information or financial outlook, is based on assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information, including, without limitation: the Amalgamation may not be completed; the potential impact of the Company's acquisitions and dispositions on relationships, including with regulatory bodies, stock exchanges, lenders, service providers, employees and competitors; risks related to the successful integration of acquired businesses; credit, liquidity and additional financing risks; potential conflicts of interest; general economic conditions; industry conditions; currency fluctuations; competition from other industry participants; and stock market volatility. This list is not exhaustive of the factors that may affect any of the forward-looking information contained herein.

For a more detailed discussion of certain of these risk factors, see "Risk Factors" below.

Non-IFRS financial measures

This MD&A makes reference to certain non-IFRS measures and ratios, hereafter, referred to as "non-IFRS measures". These measures are not recognised measures under IFRS, and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the financial information reported under IFRS.

The Company uses non-IFRS measures including "EBITDA", "EBITDA %", "Adjusted EBITDA", and "Adjusted EBITDA %". Management uses these non-IFRS measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. As required by Canadian securities laws, the Company reconciles these non-IFRS measures to the most comparable IFRS measures in this MD&A. For definitions and reconciliation of these non-IFRS measures to the relevant reported measures, see "Non-IFRS measures".

COMPANY OVERVIEW

Tiny is a holding company that invests in internet-based businesses either directly or indirectly, through operating subsidiaries, or through its private equity fund. Tiny has three reportable segments:

• The Digital Services segment helps start-ups to fortune 500 companies to design, build and ship premium digital products for both mobile and web. Tiny's capabilities as an end-to-end product partner provide clients with intimate insight into end-user behavior, allowing for a thorough, strategy-led approach to product design, engineering, brand positioning and marketing. The companies in this segment include Beam and its subsidiaries MetaLab Design Ltd., Z1 Digital Product Studio SL ("Z1 Digital Studio"), Frosty Studio Ltd. ("Frosty Studio"), and Button Inc.
• The Creative Platform segment relates to Tiny's ownership of Dribbble, a leading social network for designers and other digital creatives and its subsidiary Creative Market Labs Inc. ("Creative Market"), which is an online marketplace for graphics, fonts, design templates, and other digital assets. Key revenue lines include the digital asset marketplace revenue, recurring subscription revenue, job board revenue, and digital advertising.
• The Other segment relates to a variety of other businesses within the Company's portfolio which report directly into Tiny's head office. It also includes Tiny's LP interest in Tiny Fund I, the buyout fund where Tiny is the GP, whose largest investment is a majority stake in the AeroPress coffee maker company. The companies in this segment include Tiny Boards Holdings Ltd. (remote job boards), Meteor Software Holdings Ltd. (a web application hosting company), DoubleUp Marketing Ltd. (a digital marketing business), Medimap Systems Inc. (a Canadian digital health website), Tiny Management Ltd. (investment management), and Tiny Capital Ltd. (parent company and corporate head office).

Tiny is a holding company owning subsidiaries engaged in diverse businesses. Its investments are primarily internet and technology focused, but it also owns businesses in other industries. Tiny is domiciled in Canada, and invests primarily in North America and Europe, with the majority of its revenues coming from these jurisdictions. Tiny's businesses are managed on a decentralized basis, with few integrated business operations. Tiny's corporate management team is primarily focused on capital allocation decisions, investment activities, and hiring and incentivizing senior management teams of its operating businesses.

Since its incorporation in January 2016 and up to the date of this MD&A, Tiny has invested in or acquired over 30 companies.

OVERALL PERFORMANCE AND SELECTED QUARTERLY INFORMATION

The following table summarizes the Company's overall performance for the three and nine month period ended September 30, 2022, as compared with the prior year period:

		Forthe three monthsended September 30,	Forthe nine monthsended September 30,
	2022	2021	2022	2021
Revenue
Digital services revenue	21,671,616	17,334,926	63,251,795	46,980,297
Creative platform revenue	16,840,913	8,416,298	43,542,777	25,142,298
Other revenue	2,401,917	3,597,741	8,035,370	11,029,084
	40,914,446	29,348,965	114,829,942	83,151,679
Earnings from operations	7,515,025	9,413,916	22,696,986	26,780,661
Net income	1,818,175	5,856,819	8,098,727	31,502,737
EBITDA(1)	7,046,118	9,204,285	22,558,349	42,169,301
EBITDA %(1)	17%	31%	20%	51%
Adjusted EBITDA(1)	11,538,543	10,850,004	33,050,289	30,852,230
Adjusted EBITDA %(1)	28%	37%	29%	37%
			September 30,2022	December 31,2021
Total assets			152,214,177	125,362,018
Total liabilities			108,425,007	52,078,786
Non-current financial liabilities			64,525,392	12,760,914

Q3 2022 HIGHLIGHTS

• Total revenue of $40.9 million (39% increase) and $114.8 million (38% increase) for the three and nine months ended September 30, 2022, respectively, driven by:
  • − 25% and 35% increase in digital services revenue to $21.7 million and $63.3 million, respectively
  • − 100% and 73% increase in creative platform revenue to $16.8 million and $43.5 million, respectively
  • − -33% and -27% decrease in other revenue to $2.4 million and $8.0 million, respectively
• Total Adjusted EBITDA(1) of $11.5 million (6% increase) and $33.1 million (7% increase) for the three and nine months ended September 30, 2022
• Adjusted EBITDA margin(1) of 28% and 29% for the three and nine months ended September 30, 2022
• Completed the acquisition of Fontspring Inc. ("Fontspring") for $3.9 million on January 28, 2022
• Cash and cash equivalents as at September 30, 2022 of $36.0 million, compared to $27.1 million on December 31, 2021

RESULTS OF OPERATIONS

		For the three months endedSeptember 30,		Forthe nine months endedSeptember 30,
	2022	2021	2022	2021
Revenue
Digital services revenue	21,671,616	17,334,926	63,251,795	46,980,297
Creative platform revenue	16,840,913	8,416,298	43,542,777	25,142,298
Other revenue	2,401,917	3,597,741	8,035,370	11,029,084
	40,914,446	29,348,965	114,829,942	83,151,679
Expenses
Wages	16,258,026	12,995,895	48,938,772	36,757,644
Marketplace content costs	5,893,643	-	13,223,231	-
Hosting fees	1,664,757	1,397,068	4,779,038	4,694,346
Travel, meals and entertainment	135,292	432,077	865,045	581,463
Share based payments	713,476	19,856	2,758,922	60,184
Professional fees	2,952,330	1,390,880	5,476,187	3,204,932
Office and general expense	2,040,321	1,454,081	5,712,440	4,526,007
Management and strategic fees	-	498,088	-	1,534,345
Interest and bank charges	983,349	218,602	1,812,914	373,303
Depreciation and amortization	1,148,139	699,542	3,407,062	2,103,737
Business acquisition costs	1,012	-	112,249	-
Bad debts	275,765	20,709	272,674	37,851
Advertising and promotion	1,333,311	808,251	4,774,422	2,497,206
	33,399,421	19,935,049	92,132,956	56,371,018
Earnings from operations	7,515,025	9,413,916	22,696,986	26,780,661
Other income (expenses)	(2,600,395)	(1,127,775)	(5,358,613)	12,911,600
Tax recovery (expense)	(3,096,455)	(2,429,322)	(9,239,646)	(8,189,524)
Net income for the period	1,818,175	5,856,819	8,098,727	31,502,737

Revenue

The Company delivered total revenue of $40.9 million and $114.8 million for the three and nine months ended September 30, 2022, respectively. This represents revenue growth of 39% and 38% for the three and nine months ended September 30, 2022, respectively, compared to the same periods in the prior year.

For the three and nine months ended September 30, 2022, digital services revenue increased by $4.3 million (25%) and $16.3 million (35%), respectively, compared to the same periods in the prior year. During the three and nine months ended September 30, 2022, the digital services segment experienced increased demand and staffing capacity was also increased to help service additional excess demand. In addition, $1.3 million and $3.1 million of the revenue increase for the three and nine months ended September 30, 2022, respectively, relates to the acquisition of Frosty Studio which was completed on December 31, 2021.

For the three and nine months ended September 30, 2022, creative platform revenue increased by $8.4 million (100%) and $18.4 million (73%), respectively, compared to the same periods in the prior year. Due to changes in key terms of the marketplace contracts, for all new contracts entered into from April 1, 2022 onwards, the Company recorded revenue on a gross basis while the amounts due to sellers are recorded as marketplace content costs. Prior to April 1, 2022, these transactions were recorded on a net basis in revenue. This change to record marketplace revenue on a gross basis account for $5.9 million and $13.2 million of the revenue increase for the three and nine months ended September 30, 2022, respectively. The remainder of the creative platform revenue increase relates to momentum in the advertising and education business lines, as well as the acquisition of Fontspring, which was completed on January 28, 2022.

For the three and nine months ended September 30, 2022, other revenue decreased by $1.2 million (-33%) and $3.0

million (-27%), respectively, compared to the same periods in the prior year. During the three and nine months ended September 30, 2022, Tiny Boards Ltd.'s revenue decreased by $0.58 million (35%) and $0.63 million (13%), respectively, due to the slow-down in the technology sector resulting in many companies reducing headcount, enacting hiring freezes, and reducing overall spending on hiring. During the three and nine months ended September 30, 2022, Tiny Management Ltd.'s revenue decreased by $0.37 million (-92%) and $0.77 million (-88%), respectively, as Folly Partners was set up in late 2021 as a family office (outside of the Tiny group) to manage the investments of Wilkinson Ventures, among others. Prior to the establishment of Folly Partners, Tiny Management Ltd. charged a management fee for managing investments outside of the Tiny group. For the nine-months ended September 30, 2022, $1.5 million of the other revenue decrease is attributable to the sale of Mealime Meal Plans Inc. ("Mealime") in June 2021.

Expenses

For the three and nine months ended September 30, 2022, wages expense increased by $3.3 million (25%) and $12.2 million (33%), respectively, compared to the same periods in the prior year. The increase in wages expense primarily relates to the digital services segment, which added personnel capacity to service the increase in demand for its services, and is a reflection of the competitive dynamics of the technology labour market during that period. The remainder of the increase relates to the establishment of a corporate team for the digital services segment and the acquisition of Frosty Studio which was completed on December 31, 2021.

For the three and nine months ended September 30, 2022, marketplace content costs increased by $5.9 million and $13.2 million, respectively, compared to nil in the same periods in the prior year. The increase relates to the creative platform segment which began recording all marketplace revenue on a gross basis from April 1, 2022 onwards, with the amounts due to sellers recorded as marketplace content costs. Prior to April 1, 2022, these transactions were recorded on a net basis in revenue.

For the three and nine months ended September 30, 2022, hosting fees increased by $0.27 million (19%) and $0.08 million (2%), respectively, compared to the same periods in the prior year. The increase for the three and nine months ended September 30, 2022 is due to price increases in web hosting services, as well as the acquisition of Fontspring which was completed on January 28, 2022. The increase for the nine months ended September 30, 2022 was largely offset by the sale of Mealime in June 2021.

For the three and nine months ended September 30, 2022, travel, meals and entertainment decreased by $0.30 million (-69%) and increased by $0.28 million (49%), respectively, compared to the same periods in the prior year. The increase for the nine months ended September 30, 2022 is primarily due to the overall increased travel by the Tiny corporate team to meet with investors, shareholders and attend conferences. The decrease for the three months ended September 30, 2022 is due to a timing difference of when certain meetings and conferences occurred, compared to the prior year.

For the three and nine months ended September 30, 2022, share based payments increased by $0.69 million (3,493%) and $2.7 million (4,484%), respectively, compared to the same periods in the prior year. The increase for the three and nine months ended September 30, 2022 is primarily due to the issuance of reversing vesting shares and options to employees during the period.

For the three and nine months ended September 30, 2022, professional fees increased by $1.6 million (112%) and $2.3 million (71%), respectively, compared to the same periods in the prior year. The increase for the three and nine months ended September 30, 2022 is primarily due to increased legal, accounting and audit fees in preparation for the anticipated go-public transaction.

For the three and nine months ended September 30, 2022, office and general expense increased by $0.59 million (40%) and $1.2 million (26%), respectively, compared to the same periods in the prior year. The increase relates to the overall growth of the business and increased headcount resulting in larger spend on enterprise level subscriptions, security software, and training workshops.

For the three and nine months ended September 30, 2022, management and strategic fees decreased by $0.50 million (-100%) and $1.5 million (-100%), respectively, compared to the same periods in the prior year. During the three and nine months ended September 30, 2022, this payment to Wilkinson Ventures Ltd. was discontinued.

For the three and nine months ended September 30, 2022, interest and bank charges increased by $0.76 million (350%) and $1.4 million (386%), respectively, compared to the same periods in the prior year. The increase for the three and nine months ended September 30, 2022 is due to the significant increase in debt during the period.

For the three and nine months ended September 30, 2022, depreciation increased by $0.49 million (64%) and $1.3 million (62%), respectively, compared to the same periods in the prior year. The increase for the three and nine months ended September 30, 2022 is primarily due to the increase in capital and intangible assets during the period including leasehold improvements, the website domain, and inclusion of Frosty Studio and Fontspring.

For the three and nine months ended September 30, 2022, bad debt increased by $0.26 million (1,232%) and $0.23 million (620%), respectively, compared to the same periods in the prior year. The increase primarily relates to a oneoff uncollectible customer account in the digital services segment.

For the three and nine months ended September 30, 2022, advertising and promotion expense increased by $0.53 million (65%) and $2.3 million (91%), respectively, compared to the same periods in the prior year. The increase for the three and nine months ended September 30, 2022 is primarily due to the creative platform segment which changed its marketing strategy and significantly increased its paid advertising spend during the period.

For the three months ended September 30, 2022, other expenses increased by $1.5 million (131%) from $1.1 million in 2021 to $2.6 million in 2022. For the nine months ended September 30, 2022, other income and expenses went from an income of $12.9 million in 2021 to an expense of $5.4 million in 2022, a change of $18.3 million (142%). The change for the three and nine months ended September 30, 2022 primarily relates to the share of loss from associates including WeCommerce and Tiny Fund. The change for the nine months ended September 30, 2022 also relates to the sale of Mealime in June 2021 which resulted in a $13.0 million gain in the prior year.

NON-IFRS MEASURES

Investors are cautioned that non-IFRS measures used should not replace net income or loss (as determined in accordance with IFRS) as an indicator of the Company's performance. These are supplemental measures management uses in managing the business and making decisions. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. These measures are not intended as a substitute for IFRS measures.

EBITDA and EBITDA %

EBITDA is defined as earnings (net income or loss) before finance costs, income taxes, depreciation and amortization. EBITDA is reconciled to net income (loss) from the financial statements.

EBITDA % ratio is determined by dividing EBITDA by total revenue for the year.

EBITDA and EBITDA % is frequently used by securities analysts and investors when comparing the Company's results to other companies. EBITDA and EBITDA % are measures commonly reported and widely used as a valuation metric.

Adjusted EBITDA and Adjusted EBITDA %

Adjusted EBITDA removes unusual, non-recurring, non-cash or non-operating items from EBITDA such as gains, losses or costs associated with the acquisition or disposal of businesses, share of loss from associates, fair value changes in investments, stock-based payments. The Company believes adjusted EBITDA provides improved continuity with respect to the comparison of its operating performance over a period of time. Adjusted EBITDA is reconciled to net income (loss) from the financial statements.

Adjusted EBITDA % is determined by dividing Adjusted EBITDA by total revenue for the year.

Adjusted EBITDA and Adjusted EBITDA % is frequently used by securities analysts and investors when evaluating a company's ability to generate liquidity from its core operations. It provides a basis to evaluate profitability and performance trends by excluding items that the Company does not consider to be controllable or reoccurring activities for this purpose. Adjusted EBITDA and EBITDA % are measures commonly reported and widely used as a valuation metric.

NON-IFRS MEASURES RECONCILIATIONS

EBITDA and Adjusted EBITDA

	For the three-months endedSeptember 30,			Forthe nine-months endedSeptember 30,
	2022	2021	2022	2021
Net income	1,818,175	5,856,819	8,098,727	31,502,737
Income tax expense	3,096,455	2,429,322	9,239,646	8,189,524
Depreciation and amortization	1,148,139	699,542	3,407,062	2,103,737
Interest and bank charges	983,349	218,602	1,812,914	373,303
EBITDA	7,046,118	9,204,285	22,558,349	42,169,301
EBITDA Adjustments
Gain on sale of subsidiary	-	-	-	(13,027,764)
Gain on sale of intangibles	-	-	(2,808,336)	-
Share of loss from associate	1,731,356	886,666	7,522,682	1,534,328
Fair value gain / loss on investments	(10,788)	57,594	91,665	(1,084,850)
Business acquisition costs	1,012	-	112,249	-
Share based payments	713,476	19,856	2,758,922	60,184
Other expense / income(1)	879,827	183,515	552,602	(333,314)
Non-recurring management andstrategic fees(2)	-	498,088	-	1,534,345
Non-recurring project costs(3)	-	-	807,653	-
Non-recurring professional fees(4)	1,177,542	-	1,454,503	-
Adjusted EBITDA	11,538,543	10,850,004	33,050,289	30,852,230

(1) Other income relates to COVID-19 related government assistance, gain/loss on FX and other minor non-operating items

(2) Non-recurring management and strategic fees primarily relates to amounts paid to Wilkinson Ventures Ltd. which are expected to cease in 2022 (3) Non-recurring project related to advertising and promotion

(4) Non-recurring professional fees relates to multi-year audit costs in excess of a standard annual audit and professional fees associated with certain business development activities

EBITDA % and Adjusted EBITDA %

		For the three-months endedSeptember 30,		Forthe nine-months endedSeptember 30,
	2022	2021	2022	2021
EBITDA	7,046,118	9,204,285	22,558,349	42,169,301
Revenue	40,914,446	29,348,965	114,829,942	83,151,679
EBITDA %	17%	31%	20%	51%
Adjusted EBITDA	11,538,543	10,850,004	33,050,289	30,852,230
Revenue	40,914,446	29,348,965	114,829,942	83,151,679
Adjusted EBITDA %	28%	37%	29%	37%

LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash on hand at September 30, 2022, amounted to $36.0 million compared to $27.1 million at December 31, 2021.

The Company's main sources of funding are cash generated from operations along with its ability to raise capital from equity and debt financing.

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.

The tables below categorize the Company's financial liabilities into relevant maturity groupings based on the remaining periods at the combined condensed interim consolidated statement of financial position dates to the contractual maturity dates.

				Total
	1 year	Between 1	Over	contractual	Carrying
September 30, 2022	or less	and 5 years	5 years	cash flows	amount
Trade and other payables	$ 21,815,095	$-	$-	$ 21,815,095	$ 21,815,095
Income tax payable	5,310,539	-	-	5,310,539	5,310,539
Loan and facilities	2,925,000	-	-	2,925,000	2,925,000
Debt	-	57,554,341	-	57,554,341	57,554,341
Contingent consideration payable	467,911	714,864	-	1,182,775	1,182,775
Due to related parties	42,246	-	-	42,246	42,246
Lease liabilities	337,528	1,013,896	-	1,351,424	1,229,258
Other liabilities	69,669	-	-	69,669	-
	$ 30,967,988	$59,283,101 $	-	$ 90,251,089	$ 90,059,254

				Total
	1 year	Between 1	Over	contractual	Carrying
December 31, 2021	or less	and 5 years	5 years	cash flows	amount
Trade and other payables	$ 20,236,855	$-	$-	$ 20,236,855	$ 20,236,855
Income tax payable	2,757,057	-	-	2,757,057	2,757,057
Loans and facilities	2,925,000	-	-	2,925,000	2,925,000
Debt	-	5,487,852	-	5,487,852	5,487,852
Contingent consideration
payable	467,911	714,864	-	1,182,775	1,182,775
Due to related parties	392,256	-	-	392,256	392,256
Lease liabilities	340,219	617,754	-	957,973	875,228
Other liabilities	6,740	-	-	6,740	6,740
	$ 27,126,038	$ 6,820,470	$-	$ 33,946,508	$ 33,863,763

Cash flows

Analysis of cash flows:

	For the nine months ended September 30,
	2022	2021
Cash provided by (used in) operating activities	19,172,355	29,044,735
Cash provided by (used in) financing activities	3,001,031	(17,139,644)
Cash provided by (used in) investing activities	(13,286,926)	(3,537,659)

Operating activities

During the nine months ended September 30, 2022, cash flows provided by operating activities was $19.2 million compared to $29.0 million for the prior year. The decrease of $9.8 million in the current period is mainly attributable to a $8.1 million decrease in the change in non-cash working capital due to the timing of receivables and an increase in prepaids.

Financing activities

During the nine months ended September 30, 2022, cash flows provided by financing activities was $3.0 million compared to cash flows used in financing activities of $17.1 million for the prior year. The increase of $20.1 million in the current period is mainly attributable to $49.4 million new debt proceeds (net of repayments), offset by a $28.7 million increase in dividends paid.

Investing activities

During the nine months ended September 30, 2022, cash flows used in investing activities was $13.3 million compared to $3.5 million for the prior year. The increase of $9.8 million in the current period is mainly attributable to a $5.6 million increase in net purchase of investments (net of sale proceeds), $3.2 million increase in acquisition of subsidiaries, and $0.79 million increase in purchase of capital assets.

OFF-BALANCE SHEET ARRANGEMENTS

As at the date of this MD&A, the Company has not entered into any off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

The most significant accounting judgements and estimates that the Company has made in the preparation of the Financial Statements are described in Note 2(c) with the associated accounting policy in Note 3 to the audited combined financial statements for the year ended December 31, 2021.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions are conducted in the normal course of operations and have been valued in these combined condensed interim consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties. The major shareholders and directors of the Company are Andrew Wilkinson and Chris Sparling.

(a) Related party revenues:

	Three months ended September 30,				Nine months ended September 30,
		2022		2021	2022		2021
Entities under control ofa director of the Company:Management fees	$	30,300		$ 400,223	$102,500	$	877,073

(b) Related party expenses:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
Entities under control ofa director of the Company:Professional/Consulting feesManagement and strategic	$31,153-	$ 328,075498,088	$93,458-	$419,2041,534,345
	$31,153	$ 826,163	$93,458	$ 1,953,549

(c) Due from related parties:

	September 30,2022		December 31,2021
Shareholders or entities under common control	$	1,272,161	$	86,676

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

(d) Due to related parties:

	September 30,2022	December 31,2021
Shareholders or entities under common control	$42,246	$392,256

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

(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 September 30,			Nine months ended September 30,
	2022	2021	2022	2021
Salaries and consulting fees	$ 252,862	$ 486,879	$ 1,293,052	$893,492
Share based compensation	112,645	50,145	567,102	150,435
	$ 365,507	$ 537,024	$ 1,860,154	$ 1,043,927

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

No new significant standards were adopted in 2022.

PROPOSED TRANSACTIONS

On January 22, 2023, Tiny and WeCommerce entered into a definitive amalgamation agreement to combine their businesses in an all-share transaction by way of a three-cornered amalgamation (the "Amalgamation"). The Amalgamation is subject to final approval of the TSX-V, WeCommerce shareholder approval, and the satisfaction of other customary closing conditions. Subject to the satisfaction of such conditions, the Amalgamation is expected to close in April 2023. The unaudited pro forma combined financial statements of the resulting issuer of the Amalgamation are included in Appendix I to the Circular.

FINANCIAL RISK FACTORS

The Company is exposed to a number of risks as a result of holding financial instruments including credit risk, liquidity risk and currency risk.

(i) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company manages credit risk on cash by primarily using major Canadian chartered banks for all cash deposits. The cash and cash equivalents balance at September 30, 2022 was $36,031,333 (2021: $27,144,873). Credit risk on trade receivables is managed by assessing the credit quality of the counterparty. As at September 30, 2022, the trade and other receivables were within normal repayment terms.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet the Company's respective obligations as they come due. Liquidity requirements are managed through frequent monitoring of cash inflows and outflows, preparation of cash flow forecasting and its available credit facilities. The Company expects to finance its operations and cash flows from its current available resources without further support from its shareholders and lenders. However, to the extent that additional cash resources are required due to unforeseen circumstances, the Company anticipates support from its shareholders and lenders, although there can be no guarantees.

(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 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$. The Company has one subsidiary whose functional currency is Euros and is therefore exposed to foreign currency risk from financial instruments denominated in currencies other than US$.

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

	September 30, 2022	December 31, 2021
Cash and cash equivalents:US dollarEuroGBP	$ 23,429,233488,648161,695	$25,489,135457,875120,644
Trade receivables:US dollarEuroGBP	$1,900,3011,265,513-	$4,393,052868,30942,777
Trade payables:US dollarEuroGBP	$ 17,766,281949,283125,599	$17,040,433488,16873,194

The table below shows the immediate increase (decrease) on net income of a 10% strengthening in the closing exchange rate of significant currencies to which the Company has exposure as at September 30, 2022 and December 31, 2021. The sensitivity associated with a 10% weakening of a particular currency would be equal and opposite.

This assumes that each currency moves in isolation. The Company has a policy to manage currency risk, but as at September 30, 2022, did not enter into arrangements to hedge its currency risk exposure.

	September 30, 2022	December 31, 2021
10% strengthening of the CAD$:USD exchange rate10% strengthening of the CAD$:EUR exchange rate10% strengthening of the CAD$:GBP exchange rate	$4,309,582270,34428,729	$4,692,211181,43523,662

SUBSEQUENT EVENTS

(a) Dribbble Credit Facility:

On October 11, 2022, Dribbble entered into a credit 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 Secured Overnight Financing Rate, and matures on October 11, 2025. For the first 12 months, Dribbble has the option to make interest only payments. After the first 6 months, principal and interest payments are amortized over the remaining 54 months term.

(b) Acquisition of HappyFunCorp, LLC ("HFC"):

On November 15, 2022, Beam HFC Holdings Inc., a wholly owned subsidiary of Beam, acquired all the outstanding shares of HFC for US$12,000,000 in cash with customary adjustments for working capital and transaction expenses, plus up to US$15,000,000 in earn-out payments in future periods. The transaction will be accounted for using the acquisition method, with the results of operations to be included in financial statements from the date of acquisition.

On November 16, 2022, Beam entered into an additional $10,000,000 commitment agreement with National Bank of Canada to supplement the financing of the HFC acquisition.

(c) Preferred Shares Conversion:

On December 1, 2022, Wilkinson Ventures Ltd. exchanged the 1,000 Class "A" Preferred shares and 1,000 Class "B" Preferred shares for 241 Class "A" Common Voting shares and 14,338 Class "A" Common Voting shares, respectively. This transaction resulted in a liability of $6,326,716 being reclassified as equity at that date.

(d) Leases:

On December 15, 2022, Beam sublet its Victoria lease. The sublease was classified as finance lease, resulting in derecognition of the related right-of-use asset and recognition of lease receivable.

(e) Transfer of Beam Shares to Tiny:

On December 31, 2022, Tiny purchased the remaining 75.4% of Beam, resulting in Beam becoming a whollyowned subsidiary of Tiny.

(f) Tiny signs definitive agreement to combine with WeCommerce:

On January 22, 2023, Tiny and WeCommerce entered into a definitive amalgamation agreement to combine their businesses by way of the Amalgamation. The Amalgamation is subject to final approval of the TSX-V, WeCommerce shareholder approval, and the satisfaction of other customary closing conditions. Subject to the satisfaction of such conditions, the Amalgamation is expected to close in April 2023.

(g) Tiny completes non-brokered private placement:

On February 8, 2023, Tiny completed a non-brokered private placement offering of 13,686 class "A" common voting shares of Tiny at a price of $398.00 per share for aggregate gross proceeds of $5,447,028.

RISK FACTORS

(a) The failure to successfully execute and integrate acquisitions could materially adversely affect the Company's business, results of operations and financial condition.

The Company will be continually pursuing a strategy of organic growth through acquisitions and has acquired multiple businesses, including Z1 Digital Studio, Creative Market, Frosty Studio, Fontspring, and HFC and it regularly evaluates potential acquisitions. As part of this organic growth, the Company may not be successful in integrating acquisitions or the businesses acquired may not perform as well as expected. While the acquisitions to date have not caused major disruptions to the business, any future failure to manage and successfully integrate acquired businesses could materially adversely affect the business, results of operations, and financial condition. Acquisitions involve numerous risks, including the following:

• Difficulties in integrating and managing combined operations, technology platforms, or offerings of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies;
• Failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow;
• Diversion of management's attention or other resources from the existing business;
• The Company's inability to maintain key customers, business relationships, suppliers, and brand potential of acquired businesses;
• Uncertainty of entry into businesses or geographies in which the Company has limited or no prior experience or in which competitors have stronger positions;
• Unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses;
• Responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed the Company's estimates, such as liabilities arising out of the failure to maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws;
• Difficulties in or costs associated with assigning or transferring to the Company or its subsidiaries the acquired companies' intellectual property or its licenses to third-party intellectual property;
• Inability to maintain the Company's culture and values, ethical standards, controls, procedures and policies;
• Challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies;
• Challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with IFRS; and
• Potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.

In addition, acquisition targets are held privately and the Company may experience difficulty in evaluating such potential target businesses as the information concerning these businesses is not publicly available. An acquisition could also result in a potentially dilutive issuance of equity securities. The failure of the Company to successfully manage its strategy of growth through acquisitions could have a material adverse effect on the Company's business, results of operations and financial condition.

(b) The Company may be unable to successfully fund future acquisitions of new businesses due to the lack of

availability of additional debt or equity financing at the Company level on acceptable terms, which could impede the implementation of its continued growth strategy.

In order to execute the Company's continued growth strategy post Amalgamation, it will require additional equity and/or debt financing in order to undertake acquisitions or other business combination transactions. Since the timing and size of acquisitions cannot be readily predicted, the Company may need to be able to obtain funding on short notice to benefit fully from attractive acquisition opportunities. Such funding may not be available on commercially acceptable terms. In addition, the level of indebtedness may impact the Company's ability to borrow at the Company level and/or increase its debt levels that exceed industry standards. Another source of capital may be raised through further issuances of equity or convertible debt securities, in which case, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of the Company's shareholders. These risks may materially adversely affect the Company's financial condition, business and results of operations.

(c) The Company is dependent upon its officers, directors, management and key employees and their loss could adversely affect the Company's ability to operate.

The Company's success is highly dependent on the retention of key personnel both within the Company level and within its Portfolio Companies. The availability of persons with the necessary skills to execute the business strategy of the Company or a particular Portfolio Company is very limited and competition for such persons is intense. As the Company's business activity grows, additional key financial and administrative personnel, as well as additional staff, may be required. Although the Company believes that it will be successful in attracting, training and retaining qualified personnel, there can be no assurance of such success. If the Company is unsuccessful in attracting, training and retaining qualified personnel, the efficiency of operations may be affected. In addition, if any of its executive officers, directors or key employees join a competitor or form a competing company, the Company may lose know-how, key professionals and staff members as well as partners.

The Company does not maintain any key person insurance on the life of any of its directors, officers or key personnel. The unexpected loss of the services of one or more of its directors or officers could have a detrimental effect on us.

(d) The Company's officers and directors may allocate their time to other businesses, which may raise potential conflicts of interest as to how much time to devote to its affairs.

The Company may be subject to various potential conflicts of interest because some of its officers, directors and consultants may be engaged in a range of business activities, including certain officers, directors and consultants that provide services to other companies involved in ecommerce. The Company's executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company's executive officers, directors and consultants may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company's business and affairs and that could adversely affect the Company's operations. These business interests could require significant time and attention of the Company's executive officers, directors and consultants. In addition, the Company may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time-to-time deal with persons, firms, institutions, or corporations with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company or a Portfolio Company for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

(e) It may be challenging for the Company to service any additional indebtedness incurred.

The Company may be required to draw down or incur additional indebtedness under its credit facilities or other sources of debt financing. The additional indebtedness will increase the interest payable by the Company from time to time until such amounts are repaid, which will represent an increase in cost and a potential reduction in its income. In addition, the Company may need to find additional sources of financing to repay this amount when it becomes due, which could have an adverse effect on the Company.

(f) If the Company is unable to maintain its obligations under its credit facilities, it may suffer adverse consequences impacting its liquidity.

The Company has credit facilities which require the Company to make certain interest payments, provide a firstranking security interest over all its assets and contain a number of covenants that impose significant operating and financial restrictions, which may limit the Company's ability to engage in acts that may be in its long-term best interest. If the Company's cash flows and cash and cash equivalents are insufficient to fund its debt service obligations, including repayment or renewal of the credit facilities at the end of each of their term, the Company could face liquidity problems and could be forced to seek amendments to the credit facilities, or reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance the Company's indebtedness, including the credit facilities. The Company may not be able to affect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternatives may not allow the Company to meet its scheduled debt service obligations. There can be no certainty that the Company will be able to repay or renew the credit facilities at maturity and the failure to do so would have a material adverse effect on the Company.

In addition, a breach of the covenants under the credit facilities could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross acceleration or cross default provision applies. In the event the lender accelerates the repayment of the Company's borrowings, the Company may not have sufficient assets to repay its indebtedness. The security interests provided by the Company under the credit facilities may adversely affect the Company's ability to secure other types of financing. As a result of the security interests granted to JPMorgan Chase Bank, any default under the credit facilities, including any covenants thereunder, could result in the loss of the Company's entire interest in its material assets.

(g) The return on your investment in shares in the capital of Tiny ("Tiny's Shares") is uncertain and you may not realize the expected returns, given the volatility in certain securities markets in North America.

There is currently no public market for Tiny's Shares and it is possible the Amalgamation will not be completed. In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continuing fluctuations in price will not occur. It may be anticipated that any quoted market for Tiny's Shares will be subject to market trends generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings. The value of Tiny's Shares will be affected by such volatility. If an active public market for the Company Common Shares does not develop, the liquidity of a shareholder's investment may be limited, and the share price may decline.

There can be no assurance that the publicly traded market price of Tiny's Shares will be high enough to create a positive return for the existing investors. Further, there can be no assurance that the Company Common Shares will be sufficiently liquid to permit investors to sell their position in the Company without adversely affecting the stock price. In such event, the probability of resale of Tiny's Shares would be diminished.

(h) Global Financial Conditions

Current global financial conditions have been subject to increased volatility and access to financial markets may become severely restricted. These factors may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. Increased levels of volatility and market turmoil could adversely impact the Company's operations and the value and the price of Tiny's Shares could also be adversely affected.

Adverse changes in the economy could negatively impact the Company's business. Future economic distress may result in a decrease in demand for products, which could have a material adverse impact on the Company's operating results and financial condition. Uncertainty and adverse changes in the economy could also increase costs associated with developing and publishing products, increase the cost and decrease the availability of sources of financing, and increase the Company's exposure to material losses from bad debts, any of which could have a material adverse impact on the financial condition and operating results of the Company.

(i) The Company's Portfolio Companies are subject to certain risks associated with their foreign operations or business they conduct in foreign jurisdictions.

Due to the Company's present operations through its Portfolio Companies, and the intention to have future operations in jurisdictions outside Canada, the Company is expected to be exposed to certain risks, including exposure to local economic conditions; difficulties in enforcing agreements and collecting receivables through certain foreign legal systems; longer payment cycles for foreign customers; adverse currency exchange controls; exposure to risks associated with changes in foreign exchange rates; potential adverse changes in political environments; withholding taxes and restrictions on the withdrawal of foreign investments and earnings; export and import restrictions; difficulties in enforcing intellectual property rights; and required compliance with a variety of foreign laws and regulations. One of the significant risks to highlight surrounds currency fluctuations.

Recent events in the global financial markets coupled with increased volatility in the currency markets, fluctuations in the exchange rate between the CAD dollar, US dollar and other currencies, may have a material adverse effect on the Company's business, financial condition and operating results. The Company may expand operations globally so it may be subject to additional gains and losses against additional currencies. Although certain entities within the Company have a hedging program in place to help minimize the impact of adverse foreign currency exchange movements, the Company may not hedge its entire exposure to any one foreign currency and it may not hedge its exposure at all with respect to certain foreign currencies.

(j) The Company's rate of growth may not be sustainable and will depend on various factors, including the Portfolio Companies' ability to attract new customers, retain revenue from existing merchants and increase sales to both new and existing customers.

The growth of the Company's operations has placed significant demands on managerial, financial and human resources. The Company's ability to continue its rate of growth will depend on a number of factors, including the availability of capital, existing and emerging competition and the ability to recruit and train additional qualified personnel. Moreover, as the Company's business grows, the Company will need to devote additional resources to improving its operational infrastructure and continuing to enhance its scalability in order to maintain the performance of its business.

(k) If the Portfolio Companies are unable to attract new customers or sell additional products to existing customers, the corresponding impact to the Company's revenue growth and profitability will be adversely affected.

To increase revenue and achieve and maintain profitability, the Portfolio Companies must regularly add new customers or sell additional solutions to existing customers. Numerous factors, however, may impede the ability to add new customers and sell additional solutions to existing customers, including the inability to convert companies that have been referred to them by the Company's existing network into paying customers, failure to attract and effectively train new sales and marketing personnel, failure to retain and motivate current sales and marketing personnel, failure to develop relationships with partners or resellers and/or failure to ensure the effectiveness of its marketing programs, failure to offer high quality products and services at competitive prices. In addition, if prospective customers do not perceive that its solutions are of sufficiently high value and quality, the Company may not be able to attract the number and types of new customers that the Portfolio Companies are seeking.

(l) The Company relies significantly on the recurring revenues generated by the Portfolio Companies, and if recurring revenue declines or contracts are not renewed, the impact to the Company's future results of operations could be harmed.

In order for the Company to improve operating results, it is important that customers renew their agreements when their subscription terms expire with the Portfolio Companies. These customers have no obligation to renew their subscriptions after a subscription term. The Company's businesses cannot guarantee customers will renew their subscriptions at the same or higher levels of service, or at all.

Sales of new or recurring subscriptions and software-related support service contracts and renewals after expiration of the contractual term may decline or fluctuate as a result of a number of factors, including end customers' level of satisfaction with its software solutions; the price, performance and functionality of their software solutions; the availability, price, performance and functionality of products and services offered by their competitors; or changes in customers' operations including reductions in their overall spending levels. If sales of new or recurring subscriptions and software related support service contracts decline, the Company's overall revenue and revenue growth may decline.

(m) The growth of ecommerce and fierce competition within this industry will continually intensify and any missteps along the way may adversely impact the Company's businesses and financial condition.

The Company's businesses will face competition and new competitors will continue to emerge throughout the world. Services to be offered by competitors of the businesses may take a larger market share than anticipated, which could cause the Company's performance to fall below expectations. It is expected that competition in the ecommerce environment will intensify. If competitors of the Company's businesses develop and market more successful products or services, offer competitive products or services at lower price points, or if the Company's businesses do not produce consistently high-quality and well-received products and services, revenues, margins, and profitability of the Company will decline.

(n) Any actual or perceived failure to protect confidential information against security attacks and privacy breaches could damage the Company's reputation and substantially harm its business and results of operations.

Security and privacy breaches could delay or interrupt service to the Company's customers, harm its reputation or subject the Company to significant liability and adversely affect business and financial results. The Company's ability to retain customers and attract new customers could be adversely affected by an actual or perceived breach of security or privacy relating to customer information. Certain of the Company's operations involve the storage and transmission of confidential information of customers and security breaches could expose the Company to a risk of loss of this information, litigation, indemnity obligations and other liability. If security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to the Company's customers' data, including personally identifiable information regarding users, damage to its reputation is likely, the Company's businesses may suffer, and significant liability could be incurred. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, the Company may be unable to prevent these techniques or to implement adequate preventative measures.

The Company has implemented technical, organizational, and physical security measures, including employee training, backup systems, monitoring and testing and maintenance of protective systems and contingency plans, to protect and to prevent unauthorized access to confidential information of the Company's customers and to reduce the likelihood of disruptions to its systems.

Despite these measures, the Company's information systems, including back-up systems and any third party service provider systems that it employs, are vulnerable to damage, interruption, disability or failure due to a variety of reasons, including physical theft, electronic theft, fire, power loss, computer and telecommunication failures or other catastrophic events, as well as from internal and external security breaches, denial of service attacks, viruses, worms and other known or unknown disruptive events. The Company or its third-party service providers may be unable to anticipate, timely identify or appropriately respond to one or more of the rapidly evolving and increasingly sophisticated means by which computer hackers, cyber terrorists and others may attempt to breach its security measures or those of its third-party service providers' information systems.

If a breach of a Portfolio Company's security measures occurs, the market perception of their effectiveness could be harmed, and the corresponding effect could mean loss of potential sales and existing customers. Furthermore, a security breach affecting a competitor or any other company that provides hosting services or delivers applications under a SaaS model, even if no confidential information is compromised, such market perception of security measures could diminish potential sales and existing customers could nonetheless still be lost. Any remedial costs or other liabilities related to any security or privacy incident may not be fully insured or indemnified by other means. (o) The Company and its Portfolio Companies are subject to laws and regulations concerning the collection, processing, storage, sharing, disclosure and use of customer information and other sensitive data, and our actual or perceived failure to comply with data privacy and security laws and regulations could damage the reputation and brand and adversely impact the operating results.

The Company and its Portfolio Companies are subject to various laws and regulations covering the privacy and protection of users' data. Because the Portfolio Companies may handle, collect, store, receive, transmit, transfer, and otherwise process certain information, which may include personal information, regarding its customers or its customers' users and employees in the ordinary course of business, The Company and its Portfolio Companies may be subject to federal, state and foreign laws related to the privacy and protection of such data. These laws and regulations, and their application to our operating businesses, are increasingly shifting and expanding. Compliance with these laws and regulations could affect our business, and their potential impact is unknown. Any actual or perceived failure to comply with these laws and regulations may result in investigations, claims and proceedings, regulatory fines or penalties, damages for breach of contract, or orders that require us to change our business practices, including the way data is processed.

The Portfolio Companies may also be subject to breach notification laws in the jurisdictions in which they operate and may be subject to litigation and regulatory enforcement actions as a result of any data breach or other unauthorized access to or acquisition or loss of personal information. Any significant change to applicable laws, regulations, interpretations of laws or regulations, or market practices, regarding the processing of personal data, or regarding the manner in which the Portfolio Companies may seek to comply with applicable laws and regulations, could require the impacted Portfolio Companies to make modifications to its products, services, policies, procedures, notices, and business practices, including potentially material changes. Such changes could potentially have an adverse impact on the business.

(p) The Company's businesses rely on their intellectual property and may rely on licenses to use others' intellectual property, and if its businesses are unable to protect the intellectual property, are unable to obtain or retain licenses of other intellectual property, or if they may infringe upon or are alleged to have infringed upon other intellectual property, it could have a material adverse effect on its financial condition, business and results of operations.

Each business' success depends in part on their ability to secure intellectual property rights for its ongoing operations and future opportunities. The steps taken to protect such intellectual property rights may not prevent third parties from using their intellectual property and other proprietary information without their authorization or independently developing intellectual property and other proprietary information that is similar. In addition, there is no assurance, that the Company's rights will not be challenged, invalidated or circumvented. Further, the laws of certain countries may not protect proprietary rights effectively or to the same extent as the laws of the United States and Canada, and therefore there can be no assurance that the Company will be able to adequately protect its proprietary technology against unauthorized third party copying or use. Such unauthorized copying or use may adversely affect its competitive position. Further, there can be no assurance that the Company will successfully obtain licenses to any technology that may be required to conduct business or that, if obtainable, such technology can be licensed at a reasonable cost.

Stopping unauthorized use of their proprietary information and intellectual property and defending claims that they have made unauthorized use of others' proprietary information or intellectual property, may be difficult, timeconsuming and costly. The unauthorized use of its intellectual property and other proprietary information by others could reduce or eliminate any competitive advantage its businesses have developed or may cause them to lose sales or otherwise harm its business.

The Company's businesses may become involved in legal proceedings and claims in the future either to protect their intellectual property or to defend allegations that they have infringed upon others' intellectual property rights. Responding to any such claim, regardless of its merit, may be time-consuming, result in costly litigation, divert management's attention and resources and cause the Company to incur significant expenses. Any meritorious claim of intellectual property infringement against the Company may potentially result in a temporary or permanent injunction, prohibiting it from marketing or selling certain products or requiring it to pay royalties to a third party. In the event of a meritorious claim or the inability of the Company to develop or license substitute technology, its business and results of operations may be materially adversely affected.

(q) Commerce is increasingly digital with mobile device transactions and if the Company's business products or solutions are unable to integrate properly with the rapid technological changes, its business strategy and longterm development may be harmed.

Commerce transacted over mobile devices continues to grow more rapidly than desktop transactions. The Portfolio Companies are dependent on the interoperability of their solutions with third-party mobile devices and mobile operating systems as well as web browsers that are outside of the Company's control. Any changes in such devices, systems or web browsers that degrade the functionality of its platform or give preferential treatment to competitive services could adversely affect usage of its platform. Mobile commerce is a key element in the Company's strategy and effective mobile functionality is integral to its long-term development and growth strategy. In the event that merchants and their buyers have difficulty accessing and using its platform on mobile devices, its business and operating results could be adversely affected.

(r) If the Company fails to maintain an effective system of internal controls over financial reporting, it may not be able to accurately report the Company's financial results or prevent fraud, which in turn could lose shareholder confidence in its financial and other public reporting and adversely impact its business and the trading price of its shares.

Effective internal controls over financial reporting are necessary to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure of the Company's internal controls could have an adverse effect on stated results of operations and increase legal, regulatory, and reputational risks. As a result, the Company may experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of these ongoing changes. If the Company is unable to implement any required changes to its internal control over financial reporting effectively or efficiently or is required to do so earlier than anticipated, it could adversely affect the Company's operations, financial reporting and results of operations. If the Company fails to maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely impacted.

(s) Tax Risk

The Company will be subject to income taxes in Canada and various jurisdictions outside of Canada. Its effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates. Its tax expense could also be impacted by changes in non-deductible expenses, changes in excess tax benefits of equity-based compensation, changes in the valuation of deferred tax assets and liabilities and its ability to utilize them, the applicability of withholding taxes, effects from acquisitions, and the evaluation of new information that results in a change to a tax position taken in a prior period. The Company's tax position could also be impacted by changes in accounting principles, changes in Canadian federal, provincial or territorial tax laws, or other international tax laws applicable to corporate multinationals, other fundamental law changes currently being considered by many countries, including Canada and the U.S., and changes in taxing jurisdictions' administrative interpretations, decisions, policies, and positions. Any of the foregoing changes could have an adverse impact on the Company's results of operations, cash flows, and financial condition.

APPENDIX H INFORMATION CONCERNING THE RESULTING ISSUER FOLLOWING THE TRANSACTION

The following information is presented on a post-Transaction, post-Post-Closing Reorganization and post-Continuance basis and reflects the projected consolidated business, financial and share capital position of the Resulting Issuer assuming the completion of the Transaction, Post-Closing Reorganization and Continuance. It contains significant amounts of forward-looking information. Readers are cautioned that actual results of the Transaction and related matters may vary. See "Cautionary Statement Regarding Forward-Looking Information", "Risk Factors Relating to the Transaction" and "Risks Related to the Operations of Tiny and the Resulting Issuer" in this Appendix H. This section only includes information respecting the Resulting Issuer after completion of the Transaction, Post-Closing Reorganization and Continuance that is materially different from information provided elsewhere in this Circular. See the disclosure in Appendix F for additional information regarding WeCommerce on a pre-Transaction basis and Appendix G for additional information regarding Tiny on a pre-Transaction basis.

All capitalized terms used in this Appendix and not defined herein have the meaning ascribed to such terms in Appendix A or elsewhere in this Circular. The information contained in this Appendix, unless otherwise indicated, is given as the date of this Circular and should be read in conjunction with the information about the Resulting Issuer appearing elsewhere in this Circular.

CORPORATE STRUCTURE

Following closing of the Transaction, it is expected that WeCommerce and Amalco will complete the Post-Closing Reorganization. Following the Post-Closing Reorganization, the Resulting Issuer anticipates inserting a limited partnership structure above the WeCommerce operating entities. Upon completion of the anticipated Continuance, subject to the Required Continuance Shareholder Approval, it is anticipated that the name of the Resulting Issuer will be changed to "Tiny Ltd." (or such other name as may be acceptable to the TSXV and as the Resulting Issuer Board may in its discretion hereafter approve) and the Resulting Issuer will exist under the federal jurisdiction of Canada under the CBCA. It is anticipated that the Resulting Issuer shares will trade on the TSXV under the symbol "TINY". It is anticipated that the head office of the Resulting Issuer will be located at 400 – 1152 Mainland Street, Vancouver, British Columbia V6B 4X2 and the registered office will be located at 2900 – 550 Burrard Street Vancouver, British Columbia V6C 0A3.

Set forth below is the organization chart of the Resulting Issuer, showing the Resulting Issuer and its material subsidiaries (that meet the disclosure threshold set forth in applicable Securities Laws) immediately following the completion of the Transaction and assuming completion of the Post-Closing Reorganization and the Continuance:

DESCRIPTION OF THE BUSINESS

General Information

The Resulting Issuer's primary business will be the business of Tiny and the business of WeCommerce. See Appendix G – "Information Concerning Tiny Prior to the Transaction – Description of the Business" and Appendix F – "Additional Information Concerning WeCommerce Prior to the Transaction" and WeCommerce's Annual Information Form for the fiscal year ended December 31, 2021 (the "AIF"), filed with certain Canadian securities regulators on SEDAR. Shareholders of WeCommerce may also contact the Company by mail at 329 Howe Street, PMB 2066, Vancouver, British Columbia, V6C 3N2, Attention: Corporate Secretary to request free copies of the AIF.

DESCRIPTION OF SECURITIES

Resulting Issuer Shares

Upon completion of the Transaction, the Post-Closing Reorganization and the Continuance, the Resulting Issuer's authorized share capital will consist of an unlimited number of Resulting Issuer Shares. The Resulting Issuer Shares will have the rights, privileges, restrictions and conditions as set out in the articles attached at Appendix J to this Circular.

Resulting Issuer Options and Share-Based Awards

Upon the completion of the Transaction, the WeCommerce Omnibus Incentive Plan, which was approved by WeCommerce Shareholders on June 23, 2022, will remain the omnibus incentive plan for the Resulting Issuer (the "Resulting Issuer Plan"). For further details concerning the Resulting Issuer Plan, please see the management information circular of WeCommerce dated May 19, 2022 available on www.sedar.com. All issued and outstanding options and share-based awards of WeCommerce immediately prior to the completion of the Transaction will continue to be issued and outstanding under the Resulting Issuer Plan with the same terms and conditions upon the completion of the Transaction.

Pursuant to the terms of the Amalgamation Agreement, holders of issued and outstanding Tiny RSUs immediately prior to the Effective Time will receive from WeCommerce such number of WeCommerce RSUs as is equal to the number of Tiny RSUs so held multiplied by the Exchange Ratio.

PRO FORMA CONSOLIDATED CAPITALIZATION

The following table sets forth the Resulting Issuer's consolidated capitalization as of the date of this Circular on a pro forma basis, after giving effect to the Transaction and the Post-Closing Reorganization. The following table should be read in conjunction with the unaudited pro forma combined financial information of the Resulting Issuer attached hereto as Appendix I.

Designation of Security	Amount Authorized	Amount Outstanding as atSeptember 30, 2022 aftergiving effect to theTransaction and the PostClosing Reorganization
Resulting Issuer Shares	unlimited	176,035,307
Resulting Issuer Options(1)(2)	10% of issued andoutstanding Resulting	609,249
	Issuer Shares
Resulting Issuer RSUs(1)(3)	10% of issued andoutstanding ResultingIssuer Shares	627,900
Resulting Issuer DSUs(1)	10% of issued andoutstanding ResultingIssuer Shares	38,298
Resulting Issuer PSUs(1)	10% of issued andoutstanding ResultingIssuer Shares	310,000
Long-term debt, including current portion	N/A	$109,629,824

Notes:

(3) Assuming 195,328 Tiny RSUs are granted to employees of Tiny prior to the closing of the Transaction (reflected on an asexchanged basis for Resulting Issuer RSUs pursuant to the Exchange Ratio). The Exchange Ratio calculation assumes that there are 19,346 Tiny Shares issued pursuant to the Tiny Financing for aggregate gross proceeds of $7.7 million.

(1) The Resulting Issuer Plan limits the maximum number of Resulting Issuer Shares available for issuance pursuant to awards granted under the Resulting Issuer Plan at 10% of the issued and outstanding Resulting Issuer Shares from time to time on a non-diluted basis.

(2) Includes 916,472 WeCommerce Options outstanding as at September 30, 2022 as decreased by 307,223 WeCommerce Options, which will be exercised for WeCommerce Shares which will be cancelled pursuant to the Transaction.

Available Funds and Principal Purposes

Available Funds

The table below sets forth, on a pro forma basis, the estimated funds available to the Resulting Issuer after giving effect to the Transaction and after deducting the expenses of the Transaction.

Sources of Funds(1)	Estimated Amount
Estimated cash of WeCommerce as at September 30, 2022	$10,504,657
Estimated cash of Tiny as at September 30, 2022	$36,031,333
Funds available pursuant to Tiny's credit facility as atSeptember 30, 2022(2)	$8,928,571
Revolving line of credit available to WeCommerce as atSeptember 30, 2022	$20,000,000
Funds available pursuant to Dribbble's credit facility as atSeptember 30, 2022(3)	$34,267,500
Total Estimated Available Funds	$109,732,061

Notes:

(1) This table excludes gross amounts raised and to be raised pursuant to the Tiny Financing as such proceeds have been allocated for the payment of the dividend declared on February 17, 2023.

(2) Tiny's credit facility is anticipated to be restructured in connection with the Transaction; however, these funds are anticipated to be available to the Resulting Issuer under the restructured facility.

(3) Converted from US dollars to Canadian dollars based on a rate of US$1=$1.3707, being the average daily exchange rate posted by the Bank of Canada on September 29, 2022.

Principal Purposes and Business Objectives

It is expected that the Resulting Issuer will have adequate working capital for at least six months following closing of the Transaction in order to meet the continued listing requirements of the TSXV. Upon the completion of the Transaction, the Resulting Issuer will use the funds available to it to further its business objectives, which includes identifying and assessing strategic and opportunistic acquisitions and investments and strengthening the balance sheet with general working capital. Specifically, management currently intends to use the working capital, over the next 12 months for the following purposes and in the following order of priority:

Uses of Funds(1)	Amount
Estimated Costs of the Transaction	$5,640,000
Strategic and Opportunistic Acquisitions andInvestments	$62,138,259
Estimated operating working capital of WeCommerceas at September 30, 2022	$6,169,353
Estimated operating working capital of Tiny as atSeptember 30, 2022	$27,244,454

Uses of Funds(1)	Amount
Estimated short-term debt of WeCommerce as atSeptember 30, 2022	$5,614,995
Estimated short-term debt of Tiny as at September 30,2022	$2,925,000
TOTAL:	$109,732,061

Note:

(1) This table excludes gross amounts raised and to be raised pursuant to the Tiny Financing of up to $7.7 million as such proceeds have been allocated for the payment of the dividend declared on February 17, 2023.

The Resulting Issuer currently intends to spend its available funds as set out above. However, there may be situations where, due to changes in the Resulting Issuer's circumstances, business outlook, and/or for other circumstances, a reallocation of funds is necessary in order for the Resulting Issuer to achieve its overall business objectives. Management will have the discretion to modify the allocation of the Resulting Issuer's available funds. If management determines that a reallocation of funds is necessary, the Resulting Issuer may redirect its available funds to purposes other than as described above. The actual amount that the Resulting Issuer spends in connection with each of the intended uses of funds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under the heading "Risks Related to the Operations of Tiny and the Resulting Issuer".

Dividend Policy

It is not anticipated that the Resulting Issuer will pay any cash dividends in the foreseeable future. It is expected that the Resulting Issuer will use its earnings to finance further business development, acquisitions and investments. Any future determination to pay dividends will be at the discretion of the Resulting Issuer Board and will depend on, among other things, the Resulting Issuer's results of operations, current and anticipated cash requirements and surplus, financial condition, contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the Resulting Issuer Board may deem relevant. There are no restrictions on the Resulting Issuer's ability to pay dividends.

PRINCIPAL SECURITYHOLDERS

To the knowledge of the Resulting Issuer Board, no person or entity is anticipated to own of record or beneficially, or exercise control or direction over, directly or indirectly, more than 10% of the outstanding shares of any class of the Resulting Issuer after giving effect to the Transaction and the Post-Closing Reorganization except as stated below:

Name and Municipality of Residenceof Principal Shareholder	Resulting Issuer Shares Owned or over which Controlor Direction is Exercised, Directly or Indirectly,Immediately After the Transaction and the PostClosing Reorganization
	Number	% undiluted / %fullydiluted(1)
Andrew Wilkinson(2)(3)Co-CEO and DirectorVictoria, British Columbia	125,264,178	70.83% / 70.60%
Chris Sparling(3)Co-CEO and DirectorVictoria, British Columbia	18,220,631	10.30% / 10.27%

Notes:

• (1) The fully diluted percentage is calculated on the basis that only $5,447,028 is raised pursuant to the Tiny Financing and excluding any Tiny RSUs that may be granted by Tiny prior to closing of the Transaction.
• (2) Mr. Wilkinson will hold his Resulting Issuer Shares indirectly through 1360641 B.C. Ltd., Wilkinson Ventures Ltd. and A. Wilkinson Holdings Ltd.
• (3) Assumes that Mr. Wilkinson and Mr. Sparling do not sell any shares pursuant to the Permitted Tiny Secondary Offering.

DIRECTORS AND EXECUTIVE OFFICERS OF THE RESULTING ISSUER

The following table sets out the name, municipality of residence, and proposed office for each of the proposed directors and executive officers of Resulting Issuer following the completion of the Transaction, together with the date they were appointed or elected to their position at Tiny or WeCommerce, as the case may be, and the number and percentage of Resulting Issuer Shares anticipated to be beneficially owned, or over which control or direction will be exercised, directly or indirectly, based on current and anticipated shareholders in Tiny and WeCommerce at the Effective Time:

Name, Municipality ofResidence & ExpectedPosition with ResultingIssuer	Date Appointed as aDirector or Officer ofTiny or WeCommerce	Principal Occupation forthe Previous Five Years	Number andPercentage ofResulting IssuerShares Owned orOver which Controlor Direction isExercised, Directly orIndirectly, uponCompletion of theTransaction (FullyDiluted)(1)
Andrew Wilkinson(2)Victoria, BritishColumbia, CanadaCo-CEO and Director(Chair of the Board)	•WeCommerce – CoChief ExecutiveOfficer (January 22,2023 – present) andDirector (December9, 2020 – present)	•WeCommerce – CoChief Executive Officer(January 22, 2023 –present) and Director(December 9, 2020 –present)	125,264,178 / 70.60%(3)
	•Tiny – President andDirector (January 14,2016 – present)	•Tiny – President andDirector (January 14,2016 – present)
Chris Sparling(4)Victoria, BritishColumbia, CanadaCo-CEO and Director(Vice Chair of the Board)	•WeCommerce – CoChief ExecutiveOfficer (January 22,2023 – present) andDirector (December9, 2020 – present)	•WeCommerce – CoChief Executive Officer(January 22, 2023 –present) and Director(December 9, 2020 –present)	18,220,631 / 10.27%(5)
	•Tiny – Vice Presidentand Director (January14, 2016 – present)	•Tiny – Vice Presidentand Director (January14, 2016 – present)

Name, Municipality ofResidence & ExpectedPosition with ResultingIssuer	Date Appointed as aDirector or Officer ofTiny or WeCommerce	Principal Occupation forthe Previous Five Years	Number andPercentage ofResulting IssuerShares Owned orOver which Controlor Direction isExercised, Directly orIndirectly, uponCompletion of theTransaction (FullyDiluted)(1)
David CharronBrampton, Ontario,CanadaCFO	•WeCommerce –Chief FinancialOfficer (November 1,2021 – present)	•WeCommerce – ChiefFinancial Officer(November 1, 2021 –present)•TeraGo Inc. – ChiefFinancial Officer (2017– 2021)	31,250 / 0.02%(6)(7)
Ampere ChanWest Vancouver, BritishColumbia, CanadaPresident	•Anticipated to beappointed asPresident of theResulting Issuer uponcompletion of theTransaction•Tiny – ChiefFinancial Officer(February 2021–present)	•Tiny – Chief FinancialOfficer and GeneralPartner (February 2021– present)•VRG Capital –Managing Director(2015 – 2021)	636,851 / 0.36%(8)
Carla Matheson(12)(13)Victoria, BritishColumbia, CanadaDirector	•WeCommerce –Director (June 23,2022 – present)	•Founder of CMSInsights Ltd. (2021 –Present)•Plank Ventures Ltd. –Chief Financial Officer(2021 – present)•Tiny – Chief FinancialOfficer (July 2017 –March 2021)•Relay Management –Controller (2016 –2017)	13,283 / 0.01%(9)
Tim McElvaine(12)(13)Victoria, BritishColumbia, CanadaDirector	•WeCommerce –Director (December9, 2020 – present)	•McElvaine InvestmentManagement Ltd. –President (2000 –present)	11,500 / 0.01%(10)

Name, Municipality ofResidence & ExpectedPosition with ResultingIssuer	Date Appointed as aDirector or Officer ofTiny or WeCommerce	Principal Occupation forthe Previous Five Years	Number andPercentage ofResulting IssuerShares Owned orOver which Controlor Direction isExercised, Directly orIndirectly, uponCompletion of theTransaction (FullyDiluted)(1)
Shane Parrish(12)(13)Ottawa, Ontario, CanadaDirector	•WeCommerce –Director (December9, 2020 – present)	•Farnam Street MediaInc. – Chief ExecutiveOfficer (2015 – present)•Syrus Partners – ChiefExecutive Officer (2017– present)	1,156,327 / 0.65%(11)

Notes:

(1) The fully diluted percentage is calculated on the basis that only $5,447,028 is raised pursuant to the Tiny Financing and excluding any Tiny RSUs that may be granted by Tiny prior to closing of the Transaction. The numbers presented in the table assume that no compensation securities will be exercised prior to closing of the Transaction.

(2) Mr. Wilkinson was appointed as a director of WeCommerce on December 9, 2020. Mr. Wilkinson was Chairman of WeCommerce from June 18, 2021 to December 2, 2021. On January 22, 2023, Mr. Wilkinson was appointed as Co-Chief Executive Officer of WeCommerce. Mr. Wilkinson has been a director and President of Tiny since January 14, 2016.

(3) 70.83% on an undiluted basis. Mr. Wilkinson controls 1360641 B.C. Ltd., Wilkinson Ventures Ltd. and A. Wilkinson Holdings Ltd. which is expected to hold an aggregate of 125,624,178 Resulting Issuer Shares assuming that Tiny will not issue additional Tiny Shares pursuant to the Tiny Financing and that Mr. Wilkinson does not sell any shares pursuant to the Permitted Tiny Secondary Offering.

(4) Mr. Sparling was the Chief Executive Officer of WeCommerce from December 9, 2020 until December 2, 2021. Mr. Sparling has been a director of WeCommerce since December 9, 2020 and was appointed as Chairman of WeCommerce on December 2, 2021. On January 22, 2023, Mr. Sparling was appointed as Co-Chief Executive Officer of WeCommerce. Mr. Sparling has been a director and Vice President of Tiny since January 14, 2016.

• (5) 10.30% on an undiluted basis. Assumes that Tiny will not issue additional Tiny Shares pursuant to the Tiny Financing and that Mr. Sparling will not sell any shares pursuant to the Permitted Tiny Secondary Offering.
• (6) 0.02% on an undiluted basis. Mr. Charron will also hold 68,750 Resulting Issuer RSUs.

(7) Mr. Charron will control an additional 6,739 Resulting Issuer Shares under the Resulting Issuer employee share purchase plan. Based on Mr. Charron's control over an aggregate of 37,989 Resulting Issuer Shares, he will still control an aggregate of 0.02% of the Resulting Issuer Shares on an undiluted basis and 0.02% of the Resulting Issuer Shares on a partially-diluted basis.

(8) 0.36% on an undiluted basis. Mr. Chan has agreed to enter into an agreement with the Resulting Issuer which will provide the Resulting Issuer with an option to repurchase the Repurchase Shares at nominal value should he no longer be employed by the Resulting Issuer. The number of Repurchase Shares will reduce over time provided that Mr. Chan continues to be employed by the Resulting Issuer with all of the Repurchase Shares becoming fully vested on December 1, 2030.

(9) 0.01% on an undiluted basis. Ms. Matheson will hold 13,889 Resulting Issuer DSUs.

(10) 0.01% on an undiluted basis. Held indirectly through Mr. McElvaine's ownership of Hakuna Matata Holdings Ltd. Mr. McElvaine will also hold 7,000 Resulting Issuer Options and 17,389 Resulting Issuer DSUs.

(11) 0.65% on an undiluted basis. Held indirectly through Mr. Parrish's ownership of 10436607 Canada Inc. Mr. Parrish will also hold 7,000 Resulting Issuer Options and 3,500 Resulting Issuer DSUs.

(12) Proposed member of the Audit Committee.

(13) Proposed member of the Compensation Committee.

Each of the directors of Resulting Issuer will serve their office until the next annual meeting of shareholders of Resulting Issuer following the completion of the Transaction, at which time the shareholders of Resulting Issuer will elect the directors of Resulting Issuer, or until their respective successors are duly elected or appointed, unless their respective offices are vacated earlier in accordance with Resulting Issuer's articles.

After giving effect to the Transaction, the number of Resulting Issuer Shares beneficially owned, directly or indirectly, or over which control or direction will be exercised, by the proposed directors and executive officers of the Resulting Issuer, will be an aggregate of 145,320,737 Resulting Issuer Shares (approximately 82.18% and 81.91% of the estimated issued and outstanding Resulting Issuer Shares following completion of the Transaction, calculated on an undiluted basis and a fully-diluted basis, respectively).

Biographies

The following are brief profiles of the proposed members of management and directors of the Resulting Issuer.

Andrew Wilkinson (Age: 37)

Andrew Wilkinson is the co-founder of Tiny. Prior to founding Tiny, Mr. Wilkinson founded MetaLab, a design agency, which provided the underlying foundation for his ability to identify future companies with growth potential. Today through Tiny, Mr. Wilkinson oversees a group of diverse businesses with a robust staff generating hundreds of millions in revenue.

Chris Sparling (Age: 36)

Chris Sparling is the co-founder of Tiny. At Tiny, Mr. Sparling helped acquire and scale more than 30 businesses, including Dribbble, Meteor Software Holdings Ltd., Pixel Union, and WeWorkRemotely. Mr. Sparling is also the cofounder of WeCommerce and led the acquisitions of Pixel Union, Out of the Sandbox, WeCommerce Operations Ltd. (formerly Rehash Ltd.), Foursixty Inc. and Stamped Technologies Pte. Ltd. Before co-founding Tiny, Mr. Sparling was the Chief Financial Officer of MetaLab, a design agency, and Pixel Union, an early partner to Shopify Inc. providing premium themes for merchants.

David Charron (Age: 60)

David Charron brings over three decades of financial experience and acumen to WeCommerce. Mr. Charron has extensive experience as a chief financial officer of TSX-listed technology companies, including TeraGo Inc., a TSXlisted provider of cloud, colocation and connectivity services, and Redknee Solutions (now known as Optiva Inc.), a TSX-listed global provider of communication software products, where he oversaw significant growth in revenue and market capitalization. He has a B.Eng and an MBA from McMaster University, holds CPA and CMA designations and is a Chartered Director (C.Dir.).

Ampere Chan (Age: 37)

Ampere Chan is a Chartered Professional Accountant (CPA, CA) and Chartered Financial Analyst (CFA) with over fifteen years of experience in mergers and acquisitions, private equity, investment banking, and financial reporting. Mr. Chan is currently the General Partner and Chief Financial Officer of Tiny, and has been involved in overseeing Tiny's portfolio company operations, mergers and acquisitions, and capital allocation.

Carla Matheson (Age: 37)

Carla Matheson is a Chartered Professional Accountant (CPA, CA) with over ten years of experience in a variety of industries, specializing in business development, mergers and acquisitions and financial reporting for public and private corporations. Ms. Matheson is currently the Chief Financial Officer of Plank Ventures Ltd. (CSE: PLNK), an investment company targeting investments and business opportunities in the technology arena, with a focus on earlystage start-up companies that have developed a customer and revenue base and are seeking funding for expansion. Ms. Matheson is also a director of Nano One Materials Corp. (TSX: NNO).

Tim McElvaine (Age: 59)

Tim McElvaine serves as President of McElvaine Investment Management Ltd., investment advisor to The McElvaine Value Fund. Mr. McElvaine developed his value-oriented philosophy during his 12-year career with Peter Cundill & Associates Ltd. where, amongst other positions, he served as Manager of the Cundill Security Fund (1992- 1999), Co-Manager of the Cundill Value Fund (1998-2003) and Chief Investment Officer (1998-2003). After working at Touche Ross in Toronto (1986-1989), Mr. McElvaine started his investment career with Bank of N.T. Butterfield in Bermuda (1989-1991) and joined Peter Cundill in 1991. Mr. McElvaine has served on the boards of Glacier Media Inc. (2014- 2019), Wow Unlimited Media Inc. (formerly Rainmaker Entertainment Inc.) (2007-2016), Humpty Dumpty Snack Foods Inc. (2005-2006) and Sun-Rype Products Ltd. (2001-2005). Mr. McElvaine is currently a director of Bastion Square Partners Inc. (2021 – present). Mr. McElvaine has a Bachelor of Commerce degree from Queen's University, and is qualified as a Chartered Professional Accountant (CPA) and as a Chartered Financial Analyst (CFA).

Shane Parrish (Age: 43)

Shane Parrish is the founder and Chief Executive Officer of Farnam Street Media Inc., a private media company, and the Chief Executive Officer of Syrus Partners, a private investment company. Mr. Parrish received his Bachelor of Computer Science from Dalhousie University in 2001 and an MBA from Royal Roads in 2009. Mr. Parrish worked for the Communications Security Establishment from 2001 until 2016, in various cyber security roles. Mr. Parrish has significant experience in cyber security, capital allocation, and operations.

Promoter Consideration

Andrew Wilkinson may be considered a promoter of the Resulting Issuer. See "Directors and Executive Officers of the Resulting Issuer" and "Principal Securityholders" above in this Circular for a description of the number and percentage of Resulting Issuer Shares to be beneficially owned, directly or indirectly, or which control or direction will be exercised by Andrew Wilkinson.

Cease Trade Orders or Bankruptcies

No proposed director, officer, or promoter of the Resulting Issuer or security holder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, within 10 years before the date of the Circular, has been a director, executive officer, or promoter of any corporation that: (a) while that person was acting in that capacity, was the subject of a cease trade or similar order, or an order that denied the relevant corporation access to an exemption under applicable securities law, for a period of more than 30 consecutive days (an "Order"); (b) after that person was acting in that capacity, was the subject of an Order which resulted from an event that occurred while that person was acting in such capacity, or (c) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold its assets.

Penalties or Sanctions

No proposed director, officer, or promoter of the Resulting Issuer or security holder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, has (a) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a regulatory authority; or (b) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder making a decision about the Transaction.

Personal Bankruptcies

No proposed director, officer, or promoter of the Resulting Issuer or security holder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, within 10 years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangements, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Conflicts of Interest

There are potential conflicts of interest to which the directors and officers of the Resulting Issuer may be subject in connection with the operations of the Resulting Issuer. Some of the directors and officers of the Resulting Issuer are engaged and will continue to be engaged in other business opportunities on their own behalf and on behalf of other companies, and situations may arise where such directors and officers will be in a conflict of interest with the Resulting Issuer. Individuals concerned shall be governed in any conflicts or potential conflicts by applicable law and internal policies of the Resulting Issuer.

Other Reporting Issuer Experience

The following table sets out the proposed directors of the Resulting Issuer that are presently directors of other reporting issuers:

Name of Director	Name of Reporting Issuer	Exchange	Position
Tim McElvaine	Bastion Square Partners Inc.	TSXV	Director
Carla Matheson	Nano One Materials Corp.	TSX	Director

AUDIT COMMITTEE AND CORPORATE GOVERNANCE DISCLOSURE

Audit Committee Charter

It is anticipated that the Resulting Issuer will have the same Audit Committee Charter of WeCommerce. A copy of the Resulting Issuer's proposed Audit Committee Charter is attached as Schedule A to this Appendix H.

Composition of the Audit Committee

It is anticipated that the Resulting Issuer will have an Audit Committee (the "Audit Committee") comprised of three directors: Carla Matheson, Tim McElvaine and Shane Parrish. The composition of the Resulting Issuer's Audit Committee is the same as the current composition of such committee of WeCommerce. The Resulting Issuer Board has determined that Tim McElvaine and Shane Parrish meet the requirements for independence under National Instrument 52-110 — Audit Committees ("NI 52-110") and that each of Carla Matheson, Tim McElvaine and Shane Parrish meet the requirements for being "financially literate" within the meaning of NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Resulting Issuer, as well as the understanding of internal controls and procedures necessary for financial reporting. It is anticipated that Tim McElvaine will be Chair of the Audit Committee.

Carla Matheson will not be considered an independent member of the Audit Committee at this time as a result of being a former employee of Tiny.

The Audit Committee will be responsible for the review of both interim and annual financial statements for the Resulting Issuer. For the purposes of performing their duties, the members of the Audit Committee will have the right at all times, to inspect all the books and financial records of the Resulting Issuer and to discuss with management and the external auditors of the Resulting Issuer any accounts, records and matters relating to the financial statements of the Resulting Issuer. The Audit Committee members will meet periodically with management and annually with the external auditors.

Relevant Education and Experience

See "Directors and Executive Officers of the Resulting Issuer – Biographies" above.

Pre-Approval Policies and Procedures

The Audit Committee will be subject to the specific policies and procedures for the engagement of non-audit services as set out in the WeCommerce Audit Committee Charter attached as Schedule "A" to this Appendix "H".

Corporate Governance

Corporate governance relates to the activities of the Resulting Issuer Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Resulting Issuer Board and who are charged with the day-to-day management of the Resulting Issuer. National Policy 58-201 - Corporate Governance Guidelines ("NP 58-201") establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but are to be used by issuers in developing their own corporate governance practices. The Resulting Issuer Board will be committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

The following statement of corporate governance practices sets out the Resulting Issuer's anticipated governance practices relative to National Instrument 58-101 — Disclosure of Corporate Governance Practices ("NI 58-101") and NP 58-201.

Independence of Board of Directors

The Resulting Issuer Board, which is responsible for supervising the management of the business and affairs of the Resulting Issuer, is, as of the date of this Circular, expected to be comprised of five directors, two of whom are independent as such term is defined in NI 58-101 and in NI 52-110. The independent directors are Tim McElvaine and Shane Parrish. Andrew Wilkinson and Chris Sparling, the anticipated Co-Chief Executive Officers of the Resulting Issuer will not be independent by virtue of them being members of the Resulting Issuer's management and, in respect of Mr. Wilkinson, as a result of his ownership of approximately 71% of the Resulting Issuer Shares on an undiluted basis. Carla Matheson will not be considered an independent director at this time as a result of being a former employee of Tiny.

The independent directors will meet for in camera sessions without non-independent directors and members of management at the end of each regular meeting of the Resulting Issuer Board (unless such requirement is waived by the independent directors).

New Articles and By-Laws

In connection with the Transaction and Continuance, the Resulting Issuer Board anticipates that it will adopt new Articles and By-Laws. See "Continuation under the Canada Business Corporations Act" and the proposed articles and by-laws of the Resulting Issuer attached at Appendix J to this Circular.

Mandate of the Resulting Issuer Board

The Resulting Issuer Board is anticipated to have the same written mandate as the WeCommerce Board, which describes, inter alia, the Resulting Issuer Board's role and overall responsibility to supervise the management of, and provide stewardship over, our business and affairs. The Resulting Issuer Board, directly and through its committees and the Chair of the Resulting Issuer Board, shall provide direction to its executive officers, generally through the Co-Chief Executive Officers. The Resulting Issuer Board has responsibility, directly and through its committees, to oversee the management of, and provide stewardship over, the Resulting Issuer's affairs. For example, the Resulting Issuer Board oversees the Resulting Issuer's strategic planning and budgets, risk management, ethics and compliance, corporate governance and stakeholder engagement, including communications with our shareholders and the market. For the text of the mandate of the WeCommerce Board, please see Schedule "B" to the management information circular of WeCommerce dated May 19, 2022 available on www.sedar.com.

Directorships

See "Directors and Executive Officers of the Resulting Issuer – Other Reporting Issuer Experience".

Standing Committees of the Resulting Issuer Board of the Resulting Issuer

In addition to an Audit Committee, it is anticipated that the Resulting Issuer will have a Compensation Committee (the "Compensation Committee") comprised of the non-management directors, being Carla Matheson, Tim McElvaine and Shane Parrish. The composition of the Resulting Issuer's Compensation Committee is the same of the current composition of such committee of WeCommerce. It is anticipated that Shane Parrish will be Chair of the Compensation Committee of the Resulting Issuer.

Orientation and Continuing Education of Board Members

It is anticipated that each new director is given an outline of the nature of the Resulting Issuer's business, its corporate strategy, and current issues with the Resulting Issuer. In addition, management of the Resulting Issuer will take steps to ensure that its directors and officers are regularly updated with respect to its operations, strategic initiatives, and latest corporate and securities policies which may affect the directors, officers and committee members of the Resulting Issuer as a whole.

Nomination of Directors

The size of the Resulting Issuer Board will be reviewed annually when the Resulting Issuer Board considers the number of directors to recommend for election at the annual general meeting of shareholders. The Resulting Issuer Board will take into account the number of directors required to carry out the Resulting Issuer Board duties effectively, and to maintain a diversity of view and experience.

Compensation

It is anticipated that the Resulting Issuer will have a Compensation Committee that is responsible for determining compensation matters for the Resulting Issuer. The purpose of the Compensation Committee will be to ensure that compensation is competitive within the industry and aligns the interests of directors and executives with those of the Resulting Issuer.

Ethical Business Conduct

It is anticipated that the Resulting Issuer Board will have the same written code of ethics as WeCommerce, which will provide for an obligation for each director to: (i) promote honest and ethical conduct, (ii) ensure compliance with laws, rules and regulations and policies of the Resulting Issuer, (iii) avoid conflicts of interest that may arise, and (iv) protect confidential information, in accordance with the Resulting Issuer Corporate Disclosure and Insider Trading Policy that is currently in place for WeCommerce and will remain in place for the Resulting Issuer. The Resulting Issuer Board is of the view that this, in addition to the fiduciary duties placed on individual directors by the Resulting Issuer's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Resulting Issuer Board in which the director has an interest, have been sufficient to ensure that the Resulting Issuer Board operates independently of management and in the best interests of the Resulting Issuer.

In addition, as some of the directors of the Resulting Issuer also serve as directors and officers of other companies engaged in similar business activities, the Resulting Issuer Board must comply with the conflict of interest provisions of the applicable corporate laws, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director is required to declare the nature and extent of his interest and is not entitled to vote at meetings of directors which evoke any such conflict.

Pursuant to the Resulting Issuer Corporate Disclosure and Insider Trading Policy, the Resulting Issuer will observe blackout periods prior to quarterly and annual financial statement announcements. It is anticipated that regular blackout periods will commence on the last day of each quarterly or annual financial period and end at the close of business on the second full trading day following the date of the public disclosure of the applicable financial statements. In addition, the Resulting Issuer may deem it appropriate to apply an extraordinary blackout period by issuing notice instructing specified individuals not to trade in the securities of the Resulting Issuer or any other publicly-owned company under special circumstances and until otherwise notified.

Assessment of Directors, the Resulting Issuer Board and Board Committees

The Resulting Issuer Board plans to monitor the adequacy of information given to directors, the communications between the Resulting Issuer Board and management and the strategic direction and processes of the Resulting Issuer Board and its Audit Committee, to satisfy itself that the Resulting Issuer Board, its committees and its individual directors are performing effectively.

EXECUTIVE COMPENSATION

The following disclosure on proposed executed compensation has been prepared in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, on a prospective basis for the twelve (12) month period after completion of the Transaction, the Post-Closing Reorganization and the Continuance.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth the proposed compensation for each of the Resulting Issuer's directors and NEOs, to the extent determined as of the date hereof, for the 12-month period ending December 31, 2023, following completion of the Transaction, the Post-Closing Reorganization and the Continuance:

Name andPosition	Salary,consultingfee, retainerorcommission($)	Bonus($)	Committee orMeetingFees($)	Value ofPerquisites($)	Value of AllOtherCompensation($)	TotalCompensation($)
AndrewWilkinsonCo-CEOandDirector	$250,000	Nil	Nil	Nil	Nil	$250,000
ChrisSparlingCo-CEOandDirector	$500,000	Nil	Nil	Nil	Nil	$500,000
DavidCharronCFO	$400,000	Per Mr.Charron'semploymentagreement.(1)	Nil	Nil	Nil	$400,000(2)
CarlaMathesonDirector	$60,000	Nil	Nil	Nil	Nil	$60,000
TimMcElvaineDirector	$60,000	Nil	$5,000(3)	Nil	Nil	$65,000
ShaneParrishDirector	$60,000	Nil	$2,500(4)	Nil	Nil	$62,500
ArifMansuri(5)CEOofMetaLabandMetaLabDesign US	$544,400	Per Mr.Mansuri'semploymentagreement.(6)	Nil	Nil	Nil	$544,400(7)

Notes:

(1) Mr. Charron's employment contract entitles him to a bonus of up to a maximum of 100% of his base salary.

(2) This amount reflects Mr. Charron's base salary; however, the actual amount of total compensation paid may be higher as Mr. Charron's employment contract entitles him to a bonus of up to a maximum of 100% of his base salary.

• (3) Reflects fees for position as Chair of Audit Committee.
• (4) Reflects fees for position as Chair of Compensation Committee.
• (5) Converted from US dollars to Canadian dollars based on a rate of US$1=$1.3610 being the average daily exchange rate posted by the Bank of Canada on March 3, 2023.
• (6) Mr. Mansuri's employment contract entitles him to an annual bonus, which is tied to MetaLab's performance against the net profit target of MetaLab. Further, Mr. Mansuri's employment contract provides that he is eligible for a 401k match perquisite of up to US$7,999.92 / year provided he contributes at least 6% of his base salary to his 401k, such amount being equivalent to $10,887.89 dollars based on a rate of US$1=$1.3610 being the average daily exchange rate posted by the Bank of Canada on March 3, 2023.
• (7) This amount reflects Mr. Mansuri's base salary; however, the actual amount of total compensation paid may be higher as Mr. Mansuri's employment contract entitles him to an annual cash bonus and 401k perquisite and details in note (6) above.

The expected compensation described in the foregoing tables is being provided for illustrative purposes only. The compensation arrangements for the Resulting Issuer's directors and NEOs will be determined following the completion of the Transaction, the Post-Closing Reorganization and the Continuance once the Resulting Issuer Board has been constituted and the compensation committee of the Resulting Issuer has been established.

Stock Options and Other Compensation Securities

The Resulting Issuer has not committed to granting compensation securities to any of its directors or NEOs at this time.

Compensation Discussion and Analysis

Compensation Objectives and Principles

One of the mandates of the Resulting Issuer Board will be to determine the executive compensation payable for the executive officers of the Resulting Issuer. The Resulting Issuer will adopt the executive compensation policies of WeCommerce, which are detailed below.

It is also anticipated that the Resulting Issuer will have a Compensation Committee comprised of Carla Matheson, Tim McElvaine and Shane Parrish, all independent directors with the exception of Carla Matheson. The Compensation Committee will be mandated to oversee, and recommend for approval to the Resulting Issuer Board, the compensation, compensation plans or policies applicable to executive officers.

The Resulting Issuer's policy regarding executive compensation will have the following objectives:

• to ensure that policies regarding compensation are aligned with the Resulting Issuer's business objectives;
• to provide levels of total compensation sufficient to attract and retain effective employees; and
• to ensure that management executives' interests are consistent with the objectives of the Resulting Issuer Board and the Resulting Issuer's shareholders.

"Named Executive Officer" refers to each individual who, during any part of the most recently completed financial year, served as chief executive officer, each individual who, during any part of the most recently completed financial year, served as chief financial officer, and the most highly compensated executive officer, other than the chief executive officer and chief financial officer, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year. It is currently anticipated that the Resulting Issuer Named Executive Officers (the "NEOs") will be Andrew Wilkinson, Chris Sparling, David Charron and Arif Mansuri.

Elements of the Compensation Program

The compensation package for the executive officers of the Resulting Issuer is anticipated to be principally composed of the following elements:

• base salary and benefits;
• an incentive program that takes the form of discretionary bonuses linked to the Resulting Issuer's financial and operating performance and other initiatives that enhance the intrinsic value of the Resulting Issuer; and
• long-term incentive programs, comprising the Resulting Issuer Plan.

Purpose of Each Element of the Executive Compensation Program

The base salary and benefits of a NEO are intended to attract and retain executives by providing a reasonable amount of non-contingent remuneration. In addition to a fixed base salary, the incentive program exists to motivate NEOs to achieve short-term goals. The Resulting Issuer Plan is intended to provide long-term incentives to the Resulting Issuer's officers and employees to advance the Resulting Issuer's strategy and execution and to enhance shareholder value. While the specifics of each NEO's compensation plan may be distinctly unique, the intent is to allow a compensation program that is competitive, given similar roles and responsibilities, and considering the specifics of the business, market and industry. The specific metrics and targets of each NEO's compensation plan will be developed and recommend for approval to the Resulting Issuer Board by the Compensation Committee.

Financial Instruments

The Resulting Issuer Plan restricts recipients of awards from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

Resulting Issuer Plan

Upon the completion of the Transaction, the WeCommerce Omnibus Incentive Plan, which was approved by WeCommerce Shareholders on June 23, 2022, will be the Resulting Issuer Plan. The following summary is qualified by the full text of the WeCommerce Omnibus Incentive Plan, which is attached as Schedule "A" to the management information circular of WeCommerce dated May 19, 2022 available on www.sedar.com.

The overall purpose of the Resulting Issuer Plan will be to: (i) provide the Resulting Issuer with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants of the Resulting Issuer and its affiliates; (ii) align the interests of Participants with that of other shareholders of the Resulting Issuer generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Resulting Issuer through the acquisition of Resulting Issuer Shares as long-term investments.

Under the Resulting Issuer Plan, the maximum number of Resulting Issuer Shares issuable from treasury pursuant to Resulting Issuer Options, Resulting Issuer RSUs, Resulting Issuer PSUs, Resulting Issuer DSUs or other share-based award under the Resulting Issuer Plan (collectively, "Awards") shall not exceed 10% of the total outstanding Resulting Issuer Shares from time to time less the number of Resulting Issuer Shares issuable pursuant to any "Share Units" (being Resulting Issuer RSUs, Resulting Issuer PSUs or Resulting Issuer DSUs) issued under the Resulting Issuer Plan and any other security-based compensation arrangements of the Resulting Issuer. The Resulting Issuer Plan will be considered an "evergreen" plan, since the Resulting Issuer Shares covered by Awards which have been exercised or terminated shall be available for subsequent grants under the Resulting Issuer Plan and the number of Awards available to grant increases as the number of issued and outstanding Resulting Issuer Shares increases.

For so long as the Resulting Issuer is subject to the policies of the TSXV (and unless disinterested shareholder approval as required by the policies of the TSXV is obtained, if applicable), the number of Resulting Issuer Shares that will be issuable pursuant to all Awards granted or issued on and after the effective date of the Resulting Issuer Plan within any 12 month period:

• (a) to any one Participant shall not exceed 5% of the outstanding Resulting Issuer Shares, calculated on the date an Award is granted;
• (b) to any one Consultant (as defined in the WeCommerce Omnibus Incentive Plan) shall not exceed 2% of the outstanding Resulting Issuer Shares, calculated at the date the Award is granted;
• (c) the aggregate number of Resulting Issuer Shares for which may be issued to any company or individual retained to provide Investor Relations Activities (as defined by the TSXV) shall be no more than 2% of outstanding Resulting Issuer Shares at one time, shall only include Awards of

Resulting Issuer Options, shall vest in stages over a period of not less than 12 months and shall not vest until the date that is at least three months following the grant date; and

(d) Insiders (as defined in the WeCommerce Omnibus Incentive Plan), as a group, shall not exceed 10% of the outstanding Resulting Issuer Shares.

Moreover, if the Resulting Issuer is subject to the policies of either the TSXV or the TSX, then (i) the maximum number of Resulting Issuer Shares for which Awards may be granted or issued to Insiders (as defined in the WeCommerce Omnibus Incentive Plan), as a group, at any point in time shall not exceed 10% of the outstanding Resulting Issuer Shares; and (ii) the aggregate number of Awards granted or issued to Insiders (as a group), within any 12 month period, shall not exceed 10% of the outstanding Resulting Issuer Shares, calculated at the date an Award is granted to any Insider, unless the requisite shareholder approvals are obtained (as applicable).

The Resulting Issuer Plan will provide for customary adjustments or substitutions, as applicable, in the number of Resulting Issuer Shares that may be issued under the Resulting Issuer Plan in the event of a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Resulting Issuer, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to the Resulting Issuer's shareholders, or any similar corporate event or transaction. The Resulting Issuer Plan will also provide, with respect to Resulting Issuer DSUs, Resulting Issuer PSUs and Resulting Issuer RSUs, for the payment of dividend equivalents in the amount that a participant would have received if Resulting Issuer DSUs, Resulting Issuer PSUs and Resulting Issuer RSUs had settled for Resulting Issuer Shares on the record date of dividends declared by the Resulting Issuer; provided that if the number of securities issued as dividend equivalents, together with all of the Resulting Issuer's other share-based compensation, would exceed the aforementioned limits then such dividend equivalents will be paid in cash.

Plan Administration

The Resulting Issuer Plan will be administered by the Resulting Issuer Board, which may delegate its authority to any duly authorized committee of the Resulting Issuer Board (the "Plan Administrator"). The Plan Administrator will have sole and complete authority, in its discretion, to:

• (a) determine the individuals (the "Participants") to whom grants of Awards under the Resulting Issuer Plan may be made;

• (b) make grants of Awards under the Resulting Issuer Plan, whether relating to the issuance of Resulting Issuer Shares or otherwise (including any combination of Resulting Issuer Options, Resulting Issuer RSUs, Resulting Issuer PSUs, Resulting Issuer DSUs or Other Share-Based Awards (as defined in the WeCommerce Omnibus Incentive Plan)), in such amounts, to such Participants and, subject to the provisions of the Resulting Issuer Plan, on such terms and conditions as it determines, including, without limitation:

  • (i) the time or times at which Awards may be granted;
  • (ii) the conditions under which: (A) Awards may be granted to Participants; or (B) Awards may be forfeited to the Resulting Issuer, including any conditions relating to the attainment of specified performance goals;
  • (iii) the number of Resulting Issuer Shares to be covered by any Award;
  • (iv) the price, if any, to be paid by a Participant in connection with the purchase of Resulting Issuer Shares covered by any Awards;

• (v) whether restrictions or limitations are to be imposed on the Resulting Issuer Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

• (vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

• (c) establish the form or forms of Award Agreements (as defined in the WeCommerce Omnibus Incentive Plan);

• (d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of the Resulting Issuer Plan;

• (e) construe and interpret the Resulting Issuer Plan and all Award Agreements;

• (f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to the Resulting Issuer Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

• (g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Resulting Issuer Plan.

Change in Control

If there is a Change in Control (as defined in the WeCommerce Omnibus Incentive Plan): (a) the Plan Administrator may take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control, (iii) any combination of the foregoing; or (b) unless determined otherwise by the Plan Administrator, if the Resulting Issuer Shares cease trading on an exchange due to the Change in Control, then the Resulting Issuer may (i) terminate all of the Awards (other than Resulting Issuer Options and Resulting Issuer DSUs held by Canadian taxpayers) by paying to each holder an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, or (ii) in the case of Resulting Issuer Options held by a Canadian taxpayer by permitting the Canadian taxpayer, in its sole discretion, to surrender such Resulting Issuer Options to the Resulting Issuer for an amount for each such Resulting Issuer Option equal to the fair market value of such Resulting Issuer Option as determined by the Plan Administrator, acting reasonably.

Options

Subject to the terms and conditions of the Resulting Issuer Plan and any policies of the TSXV, the Resulting Issuer Board may grant Resulting Issuer Options to Participants in such amounts and upon such terms (including the exercise price, duration of the Resulting Issuer Options, the number of Resulting Issuer Shares to which the Resulting Issuer Option pertains, and the conditions, if any, upon which an Resulting Issuer Option shall become vested and exercisable) as the Resulting Issuer Board shall determine.

The exercise price of the Resulting Issuer Options will be determined by the Plan Administrator at the time any Resulting Issuer Option is granted. In no event will such exercise price be lower than the last closing price of the Resulting Issuer Shares on the TSXV. Such price upon exercise of any Resulting Issuer Option shall be payable to the Resulting Issuer in full in cash, certified cheque or wire transfer. Unless otherwise specified in an Award Agreement, and subject to any provisions of the Resulting Issuer Plan or the applicable Award Agreement relating to acceleration of vesting of Resulting Issuer Options, Resulting Issuer Options shall vest subject to TSXV policies (including TSXV Policies with respect to the vesting of Resulting Issuer Options granted to person performing Investor Relations Activities (as defined in the WeCommerce Omnibus Incentive Plan)), and the Resulting Issuer Board may, in its sole discretion, determine the time during which an Resulting Issuer Option shall vest and the method of vesting, or that no vesting restriction shall exist. The Resulting Issuer Plan contains a net exercise provision in accordance with the provisions of the TSXV.

Subject to any requirements of the TSXV, the Resulting Issuer Board may determine the expiry date of each Resulting Issuer Option. Resulting Issuer Options may be exercised for a period of up to ten years after the grant date, provided that: (i) upon a Participant's termination for cause, all Resulting Issuer Options, whether vested or not, as at the date on which a Participant ceases to be eligible to participate under the Resulting Issuer Plan (the "Termination Date") as a result of termination of employment, will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested Resulting Issuer Options as at the Termination Date shall automatically and immediately vest, and all vested Resulting Issuer Options will continue to be subject to the Resulting Issuer Plan and be exercisable until the earlier of the original expiry date of the award and 12 months after the Termination Date; (iii) in the case of the disability of a Participant, all Resulting Issuer Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Resulting Issuer Plan for a period of 12 months after the Termination Date, provided that any Resulting Issuer Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, all Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Resulting Issuer Plan for a period of 12 months after the Termination Date, provided that any Resulting Issuer Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; and; (v) in all other cases where a Participant ceases to be eligible under the Resulting Issuer Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Resulting Issuer Board, all unvested Resulting Issuer Options shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Resulting Issuer Options will continue to be subject to the Resulting Issuer Plan and be exercisable for a period of 60 days after the Termination Date, provided that any Resulting Issuer Options that have not been exercised within 60 days after the Termination Date shall automatically and immediately expire and be forfeited on such date.

Share Units

The Resulting Issuer Board will be authorized to grant Resulting Issuer RSUs, Resulting Issuer PSUs and Resulting Issuer DSUs evidencing the right to receive Resulting Issuer Shares (issued from treasury), cash based on the value of a Resulting Issuer Share or a combination thereof at some future time to eligible persons under the Resulting Issuer Plan.

Resulting Issuer RSUs will generally become vested, if at all, following a period of continuous employment. Resulting Issuer PSUs are similar to Resulting Issuer RSUs, but their vesting will be, in whole or in part, conditioned on the attainment of specified performance metrics as may be determined by the Resulting Issuer Board. The terms and conditions of grants of Resulting Issuer RSUs and Resulting Issuer PSUs, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these awards will be set out in the Participant's Award Agreement. Notwithstanding the foregoing, Resulting Issuer RSUs and Resulting Issuer PSUs may not vest prior to the date that is one year following the date of grant and shall not vest any later than the final business day of the third calendar year following the year in which the services in respect of which such Resulting Issuer RSUs and Resulting Issuer PSUs are granted were rendered. Subject to the achievement of the applicable vesting conditions, the payout of an Resulting Issuer RSU or Resulting Issuer PSU will generally occur on the settlement date through the issuance of an equal number of Resulting Issuer Shares, a cash payment or a combination of both, as determined by the Plan Administrator.

The Plan Administrator may fix, from time to time, a portion of director fees that is to be payable in the form of Resulting Issuer DSUs. In addition, directors of the Resulting Issuer may be given, subject to the conditions of the Resulting Issuer Plan, the right to elect to participate in the grant of additional Resulting Issuer DSUs. A director who elects to participate in the grant of additional Resulting Issuer DSUs shall receive a specified portion of director fees in the form of Resulting Issuer DSUs in lieu of cash.

The payout of a Resulting Issuer DSU will generally occur upon or following the participant ceasing to be a director, executive officer, employee or consultant of the Resulting Issuer as set out in the applicable Award Agreement and subject to satisfaction of any applicable conditions; provided, however, that in no event shall a Resulting Issuer DSU be settled prior to a Participant's Termination Date, or later than one year following the date of the applicable Participant's Termination Date. Resulting Issuer DSUs may be redeemed for one Common Share, a cash payment or a combination of both, as determined by the Plan Administrator. Moreover, Resulting Issuer DSUs may not vest prior to the date that is one year following the date of grant; provided, however, that if a Participant's DSUs are not fully vested by the Participant's Termination Date, then the Participant may redeem all of its Resulting Issuer DSUs (vested and unvested) for a cash payment.

The Plan Administrator may, from time to time, subject to the provisions of the Resulting Issuer Plan and such other terms and conditions as the Plan Administrator may prescribe, grant other share-based awards to any Participant. Other share-based awards are (i) granted pursuant to an Awards Agreement, and (ii) denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Resulting Issuer Shares consistent with the purposes and provisions of the Resulting Issuer Plan.

It is anticipated that awards will be granted on the basis of the number of awards currently held, position, overall individual performance, anticipated contribution to the Resulting Issuer's future success and the individual's ability to influence corporate and business performance. The purpose of granting such awards will be to assist the Resulting Issuer in compensating, attracting, retaining and motivating the officers, directors and employees of the Resulting Issuer and to closely align the personal interests of such persons to the interest of shareholders.

The recipients of awards and the terms of the awards granted will be determined from time to time with the oversight and approval of the Resulting Issuer Board.

Share-Based and Option-Based Awards

Tiny and WeCommerce believe that encouraging its executive officers and employees to become shareholders is the best way of aligning their interests with those of its shareholders (see "Equity Ownership Policy" below). Equity participation will be accomplished through the Resulting Issuer Plan. Share-based and option-based awards, including Resulting Issuer Options, Resulting Issuer RSUs, Resulting Issuer DSUs and Resulting Issuer PSUs are granted to executive officers taking into account a number of factors, including the amount and terms of awards previously granted, base compensation and performance bonuses, if any, and competitive factors.

Equity Ownership Policy

Tiny and WeCommerce believe that equity ownership of the Resulting Issuer's directors and executive officers is important as it aligns their interests with those of the shareholders of the Resulting Issuer. On May 6, 2022, WeCommerce adopted an equity ownership policy, which will be the equity ownership policy for the Resulting Issuer (the "Equity Ownership Policy"). Pursuant to the Equity Ownership Policy (i) directors will be required to own at least three times their annual cash retainer in the Resulting Issuer's equity, (ii) the Chief Executive Officer of the Resulting Issuer will be required to own at least three times their annual base salary in the Resulting Issuer's equity, and (iii) all other executive officers will be required to own at least one time their annual base salary in the Resulting Issuer's equity. Equity ownership includes Resulting Issuer Shares, Resulting Issuer RSUs, Resulting Issuer DSUs and Qualifying Options (as defined in the Equity Ownership Policy), but does not include Resulting Issuer PSUs. Directors and executive officers will have five years from their date of election or appointment to be compliant with the Equity Ownership Policy.

For the purposes of determining compliance with the Equity Ownership Policy, equity ownership levels will be calculated annually on December 31 (a "Calculation Date") using: (a) the greater of the Market Price of the qualifying securities (i) in the case of Resulting Issuer DSUs and Resulting Issuer RSUs, the date of grant or, in the case of Resulting Issuer Shares, the date of purchase; and (ii) the Calculation Date, and (b) in the case of Qualifying Options, the Market Price on the Calculation Date. For the purpose of this calculation, each Resulting Issuer DSU and Resulting Issuer RSU will be treated as equal in value to one Resulting Issuer Share, and "Market Price" means the volumeweighted average price of the Resulting Issuer Shares on the TSXV (or another stock exchange where the majority of the trading volume and value of the listed securities occurs) for the five trading days immediately preceding the relevant date.

External Management Companies

Except as disclosed herein, it is anticipated that during the 12 month period following the completion of the Transaction, no management functions of the Resulting Issuer will to any substantial degree be performed by a person other than the directors or executive officers of the Resulting Issuer.

One of the NEOs, Arif Mansuri, is an employee of MetaLab and MetaLab Design US.

Employment, Consulting, and Management Agreements

It is anticipated that neither Andrew Wilkinson nor Chris Sparling will have a formal employment agreement with the Resulting Issuer following closing of the Transaction.

David Charron is expected to serve as the Resulting Issuer's Chief Financial Officer. He entered into an employment agreement with WeCommerce dated September 16, 2021 (the "CFO Agreement"). Pursuant to the CFO Agreement, Mr. Charron currently receives a base salary of $400,000 per annum and is eligible to receive an annual cash bonus of up to 100% of his annual base salary. The term of the CFO Agreement is indefinite; either party can terminate such agreement with certain periods of advance notice. If the CFO Agreement is terminated by the Resulting Issuer without cause, then WeCommerce is required to provide Mr. Charron with twelve months' notice of termination or payment in lieu (or a combination thereof) plus the minimum severance due to him under the Employment Standards Act (British Columbia). The CFO Agreement includes a 12-month non-solicitation and non-competition clause.

Arif Mansuri currently serves and is expected to continue to serve as Chief Executive Officer of MetaLab and MetaLab Design US Ltd. ("MetaLab Design US"). He entered into employment agreements with each of MetaLab and MetaLab Design US on February 1, 2021 (together, the "MetaLab CEO Agreements"). Pursuant to the MetaLab CEO Agreements, Mr. Mansuri currently receives a base salary of US$400,000 per annum and is eligible to receive an annual cash bonus, which is tied to MetaLab's performance against the net profit target of MetaLab. The terms of the MetaLab CEO Agreements is indefinite; either party can terminate the contract with certain periods of advance notice. If the MetaLab CEO Agreements are terminated by MetaLab or MetaLab Design US, as applicable, without cause, then MetaLab or MetaLab Design US, as applicable, is required to provide Mr. Mansuri with six months' severance pay plus an additional two months' severance pay for each year of completed service up to a maximum of twelve months. The MetaLab CEO Agreements include a 12-month non-competition clause and a 24-month nonsolicitation clause.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No director, executive officer or senior officer of the Resulting Issuer or any associate thereof, will be indebted to the Resulting Issuer, or has been so indebted at any time during the preceding financial year.

INVESTOR RELATIONS ARRANGEMENTS

Except as disclosed herein, neither WeCommerce nor Tiny have established investor relations contracts and it is not expected that the Resulting Issuer will enter into any agreements or understandings, either written or oral, with any person to provide promotional or investor relations services upon completion of the Transaction.

On March 1, 2023, WeCommerce entered into a market making services agreement with Venture Liquidity Providers Inc. ("VLP") to provide market making services on a month-to-month basis. The services undertaken by VLP are conducted through a registered broker, W.D. Latimer Co. Ltd. It is expected that the Resulting Issuer will continue to retain the services of VLP upon the completion of the Transaction.

OPTIONS AND RIGHTS TO PURCHASE SECURITIES

Options to Purchase Securities

The following tables set out the aggregate number of outstanding options and rights to acquire securities of (i) the Resulting Issuer expected to be outstanding under the Resulting Issuer Plan, and (ii) the Resulting Issuer's subsidiaries, after completion of the Transaction, the Post-Closing Reorganization and the Continuance. The numbers provided in the tables below are provided as at the Record Date, assuming completion of the Post-Closing Reorganization and the Continuance.

Options of Resulting Issuer

Category of Holder	OptionsGrantedandOutstanding	ExercisePriceperOption	ExpiryDates
Proposed executive officers of the Resulting Issuer (0 in total)	-	N/A	N/A
Current and former employees of the Resulting Issuer and itssubsidiaries, as a group (43 in total)	324,704	$1.09(1)	June 15,2023 –August 20,2030
Proposed directors of the Resulting Issuer and its subsidiarywho are not also executive officers, as a group (2 in total)	14,000	$7.00	December10, 2025
Current and former employees of subsidiaries of the ResultingIssuer, as a group (0 in total)(2)	-	N/A	N/A
Consultants of the Resulting Issuer and its subsidiaries, as agroup (0 in total)	-	N/A	N/A
Any other person or company (0 in total)	-	N/A	N/A

Notes:

(1) Weighted average of options outstanding as at March 3, 2023.

(2) Of the anticipated Resulting Issuer's subsidiaries, Metalab and Dribbble have equity incentive plans in place as of the date hereof.

Share Based Awards of Resulting Issuer

Category of Holder	RSUs(1)	PSUs	DSUs
Proposed executive officers of the Resulting Issuer (1 in total)	68,750	-	-
Current and former employees of the Resulting Issuer and itssubsidiaries, as a group (13 in total)	472,692	-	-
Proposed directors of the Resulting Issuer and its subsidiary whoare not also executive officers, as a group (3 in total)	-	-	34,788
Consultants of the Resulting Issuer and its subsidiaries, as agroup (0 in total)	-	-	-
Any other person or company (0 in total)	-	-	-

Note:

(1) This table does not reflect up to 2,410 Tiny RSUs under the Tiny Omnibus Incentive Plan, which Tiny may grant prior to closing of the Transaction and which Tiny RSUs will be exchanged for WeCommerce RSUs upon closing of the Transaction. As of the date hereof, there are no Tiny RSUs outstanding.

Options of Resulting Issuer's Subsidiaries

Category of Holder	OptionsGrantedandOutstanding	ExercisePriceperOption	ExpiryDates
Current and former employees, directors and consultants ofDribbble, as a group (41 in total)	652,047	$5.05 (1)	March6,2027toSeptember26, 2032
Current and former employees, directors and consultants ofMetaLab, as a group (5 in total)	35,237	$306.47	March 15,2031 toFebruary23, 2032
Current and former employees, directors and consultants ofBeam, as a group (0 in total)(2)	-	N/A	N/A
Notes:

(1) Weighted average exercise price.

(2) As of the date hereof, Beam does not have an equity incentive plan; however, it is anticipated that Beam will adopt a 10% omnibus equity incentive plan.

Creative Market has committed to granting options to purchase US$1,500,000 in shares in the capital of Creative Market but they have not been granted as of the date hereof. It is anticipated that Creative Market will adopt an up to 10% omnibus equity incentive plan prior to or shortly following closing of the Transaction.

Share Based Awards of Resulting Issuer's Subsidiaries

As of the Record Date, there are no share-based awards outstanding to acquire securities in any of the Resulting Issuer's subsidiaries. Beam has committed to granting US$8,730,000 in restricted share units of Beam but they have not been granted as of the date hereof. Prior to closing of the Transaction, it is anticipated that Beam will adopt a 10% omnibus equity incentive plan.

AUDITORS, TRANSFER AGENT AND REGISTRAR OF THE RESULTING ISSUER

KPMG LLP, the current auditor of WeCommerce, whose offices are located at 777 Dunsmuir St, 11th floor, Vancouver, BC V7Y 1K3, will be the auditor of the Resulting Issuer.

The current transfer agent and registrar for the WeCommerce Shares, Computershare Investor Services Inc. ("Computershare"), will continue as the transfer agent and registrar for the Resulting Issuer Shares. Computershare's offices are located at 510 Burrard Street, Vancouver, BC V6C 3B9.

MATERIAL CONTRACTS

Other than the Amalgamation Agreement, the share purchase agreement dated March 2, 2022 between WeCommerce Operations Ltd., the former shareholders of KnoCommerce Inc. and KnoCommerce Inc. and the material contracts of Tiny disclosed in Appendix G under the heading "Material Contracts of Tiny", neither WeCommerce nor Tiny is a party to any material contract entered into since the beginning of the last financial year ending before the date of this Circular and before the beginning of the last financial year ending before the date of this Circular if that material contract is still in effect.

RISKS RELATED TO THE OPERATIONS OF TINY AND THE RESULTING ISSUER

READERS ARE STRONGLY ENCOURAGED TO CAREFULLY READ ALL RISK FACTORS CONTAINED IN THIS SECTION.

If the Transaction is completed, the Resulting Issuer will be subject to a number of risks. There are inherent risks in the businesses of WeCommerce and Tiny. The Transaction must be considered speculative due to the nature of the business of WeCommerce and Tiny. The business of the Resulting Issuer will be subject to risks and hazards related to WeCommerce and Tiny, some of which are beyond its control.

For a description of the risk factors facing WeCommerce, please see WeCommerce's AIF filed with certain Canadian securities regulators on SEDAR.

The following risk factors should be carefully considered in evaluating Tiny and the Resulting Issuer. The risks presented below may not be all of the risks that Tiny and the Resulting Issuer may face. It is believed that these are factors that could cause actual results to be different from expected and historical results. Other sections of this Circular include additional factors that could have an effect on the business and financial performance of the business following the completion of the Transaction. The market in which Tiny currently competes is very competitive and evolving rapidly. Sometimes new risks emerge and management may not be able to predict all of them or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements. You should not rely upon forward-looking statements as a prediction of future results. For the purposes of the risk factors presented below and herein, references to "Tiny" and/or the "Resulting Issuer", based on the context, shall be, and be deemed to be, also references to Amalco and the business of the Resulting Issuer and of the respective portfolio companies of Tiny and WeCommerce (collectively, the "Resulting Issuer Portfolio Companies").

Limited Operating History

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

Dependence on the Shopify ecosystem

The WeCommerce portfolio companies principally generate revenues through the sale of solutions to merchants on the Shopify platform. Moreover, WeCommerce's acquisition strategy targets businesses within the Shopify ecosystem. As a result, WeCommerce's and, upon completion of the Transaction, the Resulting Issuer's business and prospects are dependent on the ongoing success of the Shopify ecommerce platform.

WeCommerce's portfolio companies have agreed to the terms of service applicable to Shopify partners and must abide by the terms of its agreements with Shopify. If a WeCommerce portfolio company were to breach its agreement with Shopify, it may no longer be permitted to operate on the Shopify platform. In addition, Shopify controls the Shopify partner ecosystem, including the types of products that may be offered on the platform and which businesses may become Shopify partners on the platform. If Shopify were to significantly change or alter the Shopify partner ecosystem in a manner adverse to Shopify partners generally, or the portfolio companies specifically, this could adversely affect the Resulting Issuer's and/or a particular Resulting Issuer Portfolio Company's business, results of operations and financial condition.

Finally, the business of Shopify is itself subject to a number of risks. For a description of the risk factors Shopify has identified as being relevant to its business, see Shopify's Annual Information Form dated February 16, 2022, which is available at www.sedar.com. If there was a decline in the use by merchants of the Shopify ecommerce platform, this could adversely affect the Resulting Issuer's and/or a particular Resulting Issuer Portfolio Company's business, results of operations and financial condition.

Failure to Successfully Execute and Integrate Acquisitions

The Resulting Issuer will be continually pursuing a strategy of organic growth through acquisitions. WeCommerce acquired multiple businesses, including Stamped in April 2021, Archetype in August 2021, and, most recently, KnoCommerce in March 2022. Tiny has also acquired multiple business, including Dribbble's acquisition of Creative Market in April 2020, Beam's acquisition of 65% of the business of Frosty in December 2021, Dribbble's acquisition of certain assets of Fontspring in January 2022 and Beam HFC Holdings Inc.'s, a wholly owned subsidiary of Beam, acquisition of HFC in November 2022. The Resulting Issuer plans to regularly evaluate potential acquisitions. As part of this organic growth, the Resulting Issuer may not be successful in integrating acquisitions or the businesses acquired may not perform as well as expected. While the acquisitions to date have not caused major disruptions to the business, any future failure to manage and successfully integrate acquired businesses could materially adversely affect the business, results of operations, and financial condition. Acquisitions involve numerous risks, including the following: (i) difficulties in integrating and managing combined operations, technology platforms, or offerings of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies; (ii) failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow; (iii) diversion of management's attention or other resources from the existing business; (iv) the Resulting Issuer's inability to maintain key customers, business relationships, suppliers, and brand potential of acquired businesses; (v) uncertainty of entry into businesses or geographies in which the Resulting Issuer has limited or no prior experience or in which competitors have stronger positions; (vii) unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses; (viii) responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or that exceed the Resulting Issuer's estimates, such as liabilities arising out of the failure to maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws; (ix) difficulties in or costs associated with assigning or transferring to the Resulting Issuer or its subsidiaries the acquired companies' intellectual property or its licenses to third-party intellectual property; (x) challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies; (xi) challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with international financial reporting standards; and (xii) potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.

Reliance on Management and Key Employees

The Resulting Issuer's success is highly dependent on the retention of key personnel both at the parent company level and within its Resulting Issuer Portfolio Companies. The availability of persons with the necessary skills to execute the business strategy of the Resulting Issuer or a particular Resulting Issuer Portfolio Company is very limited and competition for such persons is intense. As the Resulting Issuer's business activity grows, additional key financial and administrative personnel, as well as additional staff, may be required. Although the Resulting Issuer believes that it and its Resulting Issuer Portfolio Companies will be successful in attracting, training and retaining qualified personnel, there can be no assurance of such success. If the Resulting Issuer and/or the Resulting Issuer Portfolio Companies are not successful in attracting, training and retaining qualified personnel, the efficiency of their operations may be affected. In addition, if any executive officers or key employees of the Resulting Issuer or a Resulting Issuer Portfolio Company joins a competitor or forms a competing company, the Resulting Issuer and/or Resulting Issuer Portfolio Company may lose know-how, key professionals and staff members as well as partners while incurring costs in order to find replacements for such executive officers or key employees.

Conflicts of Interest

The Resulting Issuer may be subject to various potential conflicts of interest because of the fact that some of its officers, directors and consultants may be engaged in a range of business activities, including certain officers, directors and consultants that provide services to other companies involved in ecommerce. The Resulting Issuer's executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Resulting Issuer. In some cases, the Resulting Issuer's executive officers, directors and consultants may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Resulting Issuer's business and affairs and that could adversely affect the Resulting Issuer's operations. These business interests could require significant time and attention of the Resulting Issuer's executive officers, directors and consultants. In addition, the Resulting Issuer may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or corporations with which the Resulting Issuer may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Resulting Issuer. In addition, from time to time, these persons may be competing with the Resulting Issuer or a Resulting Issuer Portfolio Company for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Resulting Issuer's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Resulting Issuer have certain fiduciary obligations and are required to act honestly, in good faith and in the best interests of the Resulting Issuer.

Dilution of Resulting Issuer Shareholders

As of the Record Date, WeCommerce has 41,869,680 WeCommerce Shares issued and outstanding. It is anticipated that, upon completion of the Transaction, there will be 176,844,524 Resulting Issuer Shares issued and outstanding. This increase in the number of issued and outstanding Resulting Issuer Shares post-Transaction may have a depressive effect on the price of the Resulting Issuer Shares. In addition, as a result of the issuance of such additional Resulting Issuer Shares, the voting power of the existing Resulting Issuer shareholders will be substantially diluted. The Resulting Issuer may, in its sole discretion in accordance with its constating documents and subject to applicable laws, including the policies of the Exchange, issue additional Resulting Issuer Shares or other securities (equity, debt or otherwise) from time to time, and the interests of the holders of Resulting Issuer Shares may be diluted thereby. The Resulting Issuer's articles permit the issuance of an unlimited number of Resulting Issuer Shares, and shareholders will have no pre-emptive rights in connection with such further issuances. In addition, when outstanding options are exercised or when Resulting Issuer Shares are issued on the vesting or settlement of outstanding share units, an investor will incur additional dilution. Accordingly, holders of Resulting Issuer Shares may suffer dilution.

Use of Proceeds

Although Tiny has generally provided for the use of proceeds from its financing activities, it cannot specify with certainty the amount of the net proceeds from its financing activities which will be allocated for each purpose. Accordingly, the Resulting Issuer's management will have broad discretion in the application of such proceeds.

WeCommerce Relies Significantly on the Recurring Revenues Generated by its Subsidiaries

In order for WeCommerce to improve operating results, it is important that customers renew their agreements when their subscription terms expire with its portfolio companies. These customers have no obligation to renew their subscriptions after a subscription term. WeCommerce's businesses, and upon completion of the Transaction, particular Resulting Issuer Portfolio Companies' businesses, cannot guarantee customers will renew their subscriptions at the same or higher levels of service, or at all.

Sales of new or recurring subscriptions and software-related support service contracts and renewals after expiration of the contractual term may decline or fluctuate as a result of a number of factors, including end customers' level of satisfaction with its software solutions; the price, performance and functionality of their software solutions; the availability, price, performance and functionality of products and services offered by their competitors; or changes in customers' operations including reductions in their overall spending levels. If sales of new or recurring subscriptions and software related support service contracts decline, the Resulting Issuer's overall revenue and revenue growth may decline.

Additional Financing

In order to execute the Resulting Issuer's anticipated growth strategy, it will require additional equity and/or debt financing in order to undertake acquisitions or other transactions. There can be no assurance that additional financing will be available to the Resulting Issuer when needed or on terms which are commercially acceptable to the Resulting Issuer. The Resulting Issuer's inability to raise financing to support on-going operations or acquisitions could limit its growth and may have a material adverse effect upon future profitability. The Resulting Issuer may require additional financing to fund its operations to the point where it is generating positive cash flows.

If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Resulting Issuer Shares.

Even if its financial resources upon completion of the Transaction are sufficient to fund its current operations, there is no guarantee that the Resulting Issuer will be able to achieve its business objectives. The continued development of the Resulting Issuer following the Transaction will require substantial additional financing in order to meet its growth objectives. The failure to raise such capital could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Resulting Issuer. In addition, from time to time, the Resulting Issuer may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Resulting Issuer's debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Resulting Issuer to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Resale of Shares

There can be no assurance that the publicly-traded market price of the Resulting Issuer Shares will be high enough to create a positive return for the existing investors. Further, there can be no assurance that the Resulting Issuer Shares will be sufficiently liquid so as to permit investors to sell their position in the Resulting Issuer without adversely affecting the stock price. In such event, the probability of resale of the Resulting Issuer Shares would be diminished.

Market for Securities

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continuing fluctuations in price will not occur. It may be anticipated that any quoted market for the Resulting Issuer Shares will be subject to market trends generally, notwithstanding any potential success of the Resulting Issuer in creating revenues, cash flows or earnings. The value of the Resulting Issuer Shares will be affected by such volatility. An active public market for the Resulting Issuer Shares might not develop or be sustained after the completion of the Transaction. If an active public market for the Resulting Issuer Shares does not develop, the liquidity of a shareholder's investment may be limited and the share price may decline.

Global Financial Conditions

Current global financial conditions have been subject to increased volatility and access to financial markets has been severely restricted. These factors may impact the ability of the Resulting Issuer to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Resulting Issuer. If these increased levels of volatility and market turmoil continue, the Resulting Issuer's operations could be adversely impacted and the value and the price of the Resulting Issuer Shares could continue to be adversely affected.

The Requirements of Being a Public Company May Strain the Resulting Issuer's Resources

In the event the Transaction is completed, the Resulting Issuer will continue Tiny's current business activities. As a reporting issuer, the Resulting Issuer, and its business activities, will be subject to the reporting requirements of applicable securities legislation of the jurisdictions in which it is a reporting issuer, the listing requirements of the Exchange and other applicable securities rules and regulations. Compliance with those rules and regulations will increase the Resulting Issuer's legal and financial costs as compared to Tiny's current activities making some activities more difficult, time consuming or costly and increase demand on its systems and resources.

Management of Growth

The growth of Tiny's operations has placed significant demands on managerial, financial and human resources. Tiny's ability to continue its rate of growth will depend on a number of factors, including the availability of capital, existing and emerging competition and the ability to recruit and train additional qualified personnel. Moreover, as the Resulting Issuer's business grows, the Resulting Issuer will need to devote additional resources to improving its operational infrastructure and continuing to enhance its scalability in order to maintain the performance of its business.

Tax Risk

The Resulting Issuer will be subject to income taxes in Canada and various jurisdictions outside of Canada. Our effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates. Our tax expense could also be impacted by changes in non-deductible expenses, changes in excess tax benefits of equity-based compensation, changes in the valuation of deferred tax assets and liabilities and our ability to utilize them, the applicability of withholding taxes, effects from acquisitions, and the evaluation of new information that results in a change to a tax position taken in a prior period. Our tax position could also be impacted by changes in accounting principles, changes in Canadian federal, provincial or territorial tax laws, or other international tax laws applicable to corporate multinationals, other fundamental law changes currently being considered by many countries, including Canada and the U.S., and changes in taxing jurisdictions' administrative interpretations, decisions, policies, and positions. Any of the foregoing changes could have an adverse impact on our results of operations, cash flows, and financial condition.

Currency Fluctuations

Due to Tiny's present operations, and after completion of the Transaction, the Resulting Issuer's proposed operations and intention is to have future operations in jurisdictions outside Canada, the Resulting Issuer is expected to be exposed to significant currency fluctuations. Recent events in the global financial markets have been coupled with increased volatility in the currency markets. Fluctuations in the exchange rate between the US dollar and other currencies may have a material adverse effect on the Resulting Issuer's business, financial condition and operating results. The Resulting Issuer may, after completion of the Transaction, expand operations globally so it may be subject to additional gains and losses against additional currencies. Tiny does not currently have a foreign exchange hedging program in place. In the future, the Resulting Issuer may establish a program to hedge a portion of its foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if Tiny or the Resulting Issuer develops a hedging program, it may not hedge its entire exposure to any one foreign currency and it may not hedge its exposure at all with respect to certain foreign currencies.

Competitive Markets

The Resulting Issuer and its Resulting Issuer Portfolio Companies will face competition and new competitors will continue to emerge throughout the world. Services to be offered by competitors of the Resulting Issuer or its Resulting Issuer Portfolio Companies may take a larger market share than anticipated, which could cause the Resulting Issuer's performance to fall below expectations. It is expected that competition in the ecommerce environment will intensify. If competitors of the Resulting Issuer or its Resulting Issuer Portfolio Companies develop and market more successful products or services, offer competitive products or services at lower price points, or if the Resulting Issuer or its Resulting Issuer Portfolio Companies do not produce consistently high-quality and well-received products and services, revenues, margins and profitability of the Resulting Issuer will decline.

With respect to the Resulting Issuer Portfolio Companies, their ability to compete effectively will depend on, among other things, the pricing of services, quality of customer service, development of new and enhanced products and services in response to customer demands and changing technology, reach and quality of sales and distribution channels and capital resources. Competition could lead to a reduction in the rate at which a Resulting Issuer Portfolio Company adds new customers, a decrease in the size of the Resulting Issuer Portfolio Company's market share and a decline in its customers. Examples include but are not limited to competition from other companies in the same industry as the Resulting Issuer Portfolio Companies.

Uncertainty and Adverse Changes in the Economy

Adverse changes in the economy could negatively impact the business of the Resulting Issuer and its Resulting Issuer Portfolio Companies. Future economic distress may result in a decrease in demand for the products of the Resulting Issuer Portfolio Companies, which could have a material adverse impact on the Resulting Issuer's operating results and financial condition. Uncertainty and adverse changes in the economy could also increase costs associated with developing and publishing products, increase the cost and decrease the availability of sources of financing, and increase the Resulting Issuer's exposure to material losses from bad debts, any of which could have a material adverse impact on the financial condition and operating results of the Resulting Issuer.

Tiny's and the Resulting Issuer's rapid growth may not be sustainable and depends on the Resulting Issuer Portfolio Companies' ability to attract new customers, retain revenue from existing merchants and increase sales to both new and existing customers.

If the Resulting Issuer Portfolio Companies are unable to attract new customers or sell additional products to existing customers, the Resulting Issuer's revenue growth and profitability will be adversely affected.

To increase revenue and achieve and maintain profitability, our Resulting Issuer Portfolio Companies must regularly add new customers or sell additional solutions to existing customers. Numerous factors, however, may impede our Resulting Issuer Portfolio Companies' ability to add new customers and sell additional solutions to existing customers, including their inability to convert companies that have been referred to them by our existing network into paying customers, failure to attract and effectively train new sales and marketing personnel, failure to retain and motivate current sales and marketing personnel, failure to develop relationships with partners or resellers and/or failure to ensure the effectiveness of our Resulting Issuer Portfolio Companies' marketing programs. In addition, if prospective customers do not perceive that our Resulting Issuer Portfolio Companies' solutions are of sufficiently high value and quality, the Resulting Issuer Portfolio Companies may not be able to attract the number and types of new customers that the Resulting Issuer is seeking.

Tiny relies and the Resulting Issuer will rely significantly on recurring revenue, and if recurring revenue declines or contracts are not renewed, the Resulting Issuer's future results of operations could be harmed.

In order for Tiny and the Resulting Issuer to improve operating results, it is important that customers of our Resulting Issuer Portfolio Companies renew their agreements with such Resulting Issuer Portfolio Companies when their subscription terms expire. These customers have no obligation to renew their subscriptions after a subscription term. Tiny cannot and the Resulting Issuer will not be able to guarantee customers will renew their subscriptions with our Resulting Issuer Portfolio Companies at the same or higher levels of service, or at all.

Sales of new or recurring subscriptions and software-related support service contracts and renewals after expiration of the contractual term may decline or fluctuate as a result of a number of factors, including end customers' level of satisfaction with our Resulting Issuer Portfolio Companies' software solutions; the price, performance and functionality of their software solutions; the availability, price, performance and functionality of products and services offered by their competitors; or changes in customers' operations including reductions in their overall spending levels. If the Resulting Issuer Portfolio Companies' sales of new or recurring subscriptions and software related support service contracts decline, the Resulting Issuer's overall revenue and revenue growth may decline, and the Resulting Issuer's business will suffer.

Security and privacy breaches could delay or interrupt service to our Resulting Issuer Portfolio Companies' customers, harm their reputation or subject them to significant liability and adversely affect Tiny's and the Resulting Issuer's business and financial results.

The Resulting Issuer Portfolio Companies' ability to retain customers and attract new customers could be adversely affected by an actual or perceived breach of security or privacy relating to customer information. Certain of our Resulting Issuer Portfolio Companies' operations involve the storage and transmission of the confidential information of many of their customers and security breaches could expose them to a risk of loss of this information, litigation, indemnity obligations and other liability. If our Resulting Issuer Portfolio Companies' security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to our customers' data, including personally identifiable information regarding users, damage to our reputation is likely, our business may suffer and they could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to prevent these techniques or to implement adequate preventative measures.

Our Resulting Issuer Portfolio Companies have implemented technical, organizational and physical security measures, including employee training, backup systems, monitoring and testing and maintenance of protective systems and contingency plans, to protect and to prevent unauthorized access to confidential information of our customers and to reduce the likelihood of disruptions to our systems.

Despite these measures, all Resulting Issuer Portfolio Company information systems, including back-up systems and any third party service provider systems that they employ, are vulnerable to damage, interruption, disability or failure due to a variety of reasons, including physical theft, electronic theft, fire, power loss, computer and telecommunication failures or other catastrophic events, as well as from internal and external security breaches, denial of service attacks, viruses, worms and other known or unknown disruptive events. Our Resulting Issuer Portfolio Companies or their third party service providers may be unable to anticipate, timely identify or appropriately respond to one or more of the rapidly evolving and increasingly sophisticated means by which computer hackers, cyber terrorists and others may attempt to breach our security measures or those of our third party service providers' information systems.

If a breach of a Resulting Issuer Portfolio Company's security measures occurs, the market perception of their effectiveness could be harmed and the Resulting Issuer Portfolio Company could lose potential sales and existing customers. Further, a security breach affecting a Resulting Issuer Portfolio Company's competitor or any other company that provides hosting services or delivers applications under a SaaS model, even if no confidential information of a Resulting Issuer Portfolio Companies' is compromised, may adversely affect the market perception of the Resulting Issuer Portfolio Companies' security measures and they could lose potential sales and existing customers.

Client Demand

Our Resulting Issuer Portfolio Companies generally plan to significantly expand the number of clients they serve and the diversity of their client base thereby increasing revenues. Our Resulting Issuer Portfolio Companies are always working toward identifying and providing additional services and products that appeal to existing clients in an effort to increase their revenues. A Resulting Issuer Portfolio Company's ability to attract new clients, as well as increase revenues from existing clients, is dependent on a number of factors including but not limited to offering high quality products and services at competitive prices, the strength of its competitors and the abilities of its sales and marketing teams. The failure of a Resulting Issuer Portfolio Company to attract new clients or to obtain new business from existing clients may mean that the Resulting Issuer Portfolio Company will not increase its revenues as quickly as is anticipated, if at all.

Protection of Intellectual Property

Our Resulting Issuer Portfolio Companies' ability to secure their intellectual property rights is essential to the success of its ongoing operations and future opportunities. There is no assurance, however, that the Resulting Issuer Portfolio Company's rights will not be challenged, invalidated or circumvented. In addition, the laws of certain countries do not protect proprietary rights to the same extent as do the laws of the United States and Canada, and therefore there can be no assurance that our Resulting Issuer Portfolio Companies will be able to adequately protect their proprietary technology against unauthorized third party copying or use. Such unauthorized copying or use may adversely affect a Resulting Issuer Portfolio Companies' competitive position. Further, there can be no assurance that our Resulting Issuer Portfolio Companies will successfully obtain licenses to any technology that they may require to conduct their business or that, if obtainable, such technology can be licensed at a reasonable cost.

Infringement of Intellectual Property

From time to time, the Resulting Issuer and the Resulting Issuer Portfolio Companies may receive notices from third parties alleging that it has infringed their intellectual property rights. Responding to any such claim, regardless of its merit, may be time-consuming, result in costly litigation, divert management's attention and resources and cause the Resulting Issuer to incur significant expenses. Any meritorious claim of intellectual property infringement against the Resulting Issuer may potentially result in a temporary or permanent injunction, prohibiting it from marketing or selling certain products or requiring it to pay royalties to a third party. In the event of a meritorious claim or the inability of the Resulting Issuer to develop or license substitute technology, its business and results of operations may be materially adversely affected.

Mobile devices are increasingly being used to conduct commerce, and if our Resulting Issuer Portfolio Companies' solutions do not operate as effectively when accessed through these devices, their merchants and their buyers may not be satisfied with their services, which could harm the Resulting Issuer Portfolio Companies business and the financial of the Resulting Issuer.

Commerce transacted over mobile devices continues to grow more rapidly than desktop transactions. Our Resulting Issuer Portfolio Companies are dependent on the interoperability of their solutions with third-party mobile devices and mobile operating systems as well as web browsers that they do not control. Any changes in such devices, systems or web browsers that degrade the functionality of our platform or give preferential treatment to competitive services could adversely affect usage of our platform. Mobile commerce is a key element in Tiny's and the Resulting Issuer's strategy and effective mobile functionality is integral to Tiny's and the Resulting Issuer's long-term development and growth strategy. In the event that merchants and their buyers have difficulty accessing and using Resulting Issuer Portfolio Company platform on mobile devices, our business and operating results could be adversely affected.

Risks associated with internal controls over financial reporting

Any failure of the Resulting Issuer's internal controls could have an adverse effect on stated results of operations and harm its reputation. As a result, the Resulting Issuer may experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of these changes. If the Resulting Issuer is unable to implement any of the required changes to its internal control over financial reporting effectively or efficiently or is required to do so earlier than anticipated, it could adversely affect the Resulting Issuer's operations, financial reporting and results of operations. If the Resulting Issuer fails to maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely impacted.

If the Resulting Issuer is unable to maintain its obligations under its credit facilities, it may suffer adverse consequences impacting its liquidity.

The Resulting Issuer has certain credit facilities which require the Resulting Issuer to make certain interest payments, provide a first ranking security interest over all of its assets and contain a number of covenants that impose significant operating and financial restrictions, which may limit the Resulting Issuer's ability to engage in acts that may be in its long-term best interest. If the Resulting Issuer's cash flows, cash and cash equivalents are insufficient to fund its debt service obligations, including repayment or renewal of such credit facilities at the end of each of their term, the Resulting Issuer could face liquidity problems and could be forced to seek amendments to its credit facilities, or reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance the Resulting Issuer's indebtedness, including its credit facilities. The Resulting Issuer may not be able to affect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternatives may not allow the Resulting Issuer to meet its scheduled debt service obligations. There can be no certainty that the Resulting Issuer will be able to repay or renew its credit facilities at maturity and the failure to do so would have a material adverse effect on the Resulting Issuer.

In addition, a breach of the covenants under the Resulting Issuer's credit facilities could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross acceleration or cross default provision applies. In the event the lender accelerates the repayment of the Resulting Issuer's borrowings, the Resulting Issuer may not have sufficient assets to repay its indebtedness. The security interests provided by the Resulting Issuer under its credit facilities may adversely affect the Resulting Issuer's ability to secure other types of financing.

Any actual or perceived failure to protect confidential information against security attacks and privacy breaches could damage the Resulting Issuer's reputation and substantially harm its business and results of operations

Security and privacy breaches could delay or interrupt service to the Resulting Issuer's customers, harm its reputation or subject the Resulting Issuer to significant liability and adversely affect business and financial results. The Resulting Issuer's ability to retain customers and attract new customers could be adversely affected by an actual or perceived breach of security or privacy relating to customer information. Certain of the Resulting Issuer's operations involve the storage and transmission of confidential information of customers and security breaches could expose the Resulting Issuer to a risk of loss of this information, litigation, indemnity obligations and other liability. If security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to the Resulting Issuer's customers' data, including personally identifiable information regarding users, damage to its reputation is likely, the Resulting Issuer's businesses may suffer, and significant liability could be incurred. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, the Resulting Issuer may be unable to prevent these techniques or to implement adequate preventative measures.

The Resulting Issuer has implemented technical, organizational, and physical security measures, including employee training, backup systems, monitoring and testing and maintenance of protective systems and contingency plans, to protect and to prevent unauthorized access to confidential information of the Resulting Issuer's customers and to reduce the likelihood of disruptions to its systems. Despite these measures, the Resulting Issuer's information systems, including back-up systems and any third party service provider systems that it employs, are vulnerable to damage, interruption, disability or failure due to a variety of reasons, including physical theft, electronic theft, fire, power loss, computer and telecommunication failures or other catastrophic events, as well as from internal and external security breaches, denial of service attacks, viruses, worms and other known or unknown disruptive events. The Resulting Issuer or its third-party service providers may be unable to anticipate, timely identify or appropriately respond to one or more of the rapidly evolving and increasingly sophisticated means by which computer hackers, cyber terrorists and others may attempt to breach its security measures or those of its third-party service providers' information systems. If a breach of a Resulting Issuer Portfolio Company's security measures occurs, the market perception of their effectiveness could be harmed, and the corresponding effect could mean loss of potential sales and existing customers. Furthermore, a security breach affecting a competitor or any other company that provides hosting services or delivers applications under a SaaS model, even if no confidential information is compromised, such market perception of security measures could diminish potential sales and existing customers could nonetheless still be lost. Any remedial costs or other liabilities related to any security or privacy incident may not be fully insured or indemnified by other means.

Credit risk exposure

Credit risk arises where a financial loss would be experienced if a counterparty fails to meet its contractual obligations or capital commitment obligations. The Resulting Issuer's credit risk exposure is expected to be primarily be as a result of trade receivables which are also subject to industry credit risks. The Resulting Issuer expects to mitigate credit risks by: (i) actively monitoring the financial strength of its customer base through credit processes to minimize the risk of default on receivables; (ii) relying on a due diligence process to approve credit for new and existing customers by assessing the creditworthiness of each customer; and (iii) exploring opportunities to insure certain of its trade receivables. The Resulting Issuer cannot assure that these or any other mitigation efforts taken will be successful in mitigating its credit risk exposure.

SCHEDULE "A" OF APPENDIX "H"

AUDIT COMMITTEE CHARTER OF RESULTING ISSUER

TINY LTD.

CHARTER OF THE AUDIT COMMITTEE

1. MEMBERSHIP

• 1.1 The audit committee (the "Committee") of the board of directors (the "Board") of Tiny Ltd. (the "Company") shall consist of three or more directors. A majority of the members of the Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company.
• 1.2 Each member of the Committee must be financially literate, as this term is defined under National Instrument 52-110 - Audit Committees (the "Instrument").
• 1.3 The Board shall appoint members to the Committee. The members of the Committee shall be appointed for one-year terms after each annual securityholders' meeting and shall serve until a successor is duly appointed by the Board or until the member's earlier death, resignation, disqualification or removal. The Board may remove any member from the Committee at any time with or without cause. The Board shall fill Committee member vacancies by appointing a member from the Board. If a vacancy on the Committee exists, the remaining members shall exercise all the Committee's powers so long as a quorum exists.
• 1.4 New Committee members shall be provided with an orientation program to educate them on the Company, their roles and responsibilities on the Committee and the Company's financial reporting and accounting practices. Committee members shall also receive training as necessary, to increase their understanding of financial, accounting, auditing and industry issues applicable to the Company.
• 1.5 The Committee shall appoint the chair from one of its members (the "Chair"). The Chair must be a nonexecutive Director. Subject to Section 1.4, the Committee shall determine the Chair's term of office.
• 1.6 A quorum for decisions of the Committee shall be two members.

2. COMMITTEE MEETINGS

• 2.1 The Committee shall meet at least quarterly at such times and places as determined by the Committee. The Committee is governed by the same rules regarding meetings (including the procedure used to call meetings, and conducting meetings electronically, in person or by telephone), notice of meetings and waiver of notice by committee members, written resolutions in lieu of a meeting and voting at meetings that apply to the Board.

• 2.2 Notice of the time and place of a Committee meeting shall be given by the Committee to the Company's external auditor (the "Auditor") in the same manner notice is provided to Committee members. The Committee shall provide the Auditor with all meeting materials in advance of the meeting.

• 2.3 On request of the Auditor, the Chair shall convene a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the directors or shareholders of the Company.

• 2.4 The Chair shall seek input from Committee members, the Company's management, the Auditor and Board members when setting each Committee meeting's agenda.

• 2.5 Any written material to be provided to Committee members for a meeting must be distributed in advance of the meeting to give Committee members time to review and understand the information.

• 2.6 The chief executive officer of the Company ("CEO") and chief financial officer of the Company ("CFO") and any other member of senior management may, if invited by the Chair, attend, give presentations relating to their responsibilities and otherwise participate at Committee meetings. Other Board members may also, if invited by the Chair, attend and participate at Committee meetings.

• 2.7 The Committee may appoint a Committee member or any other attendee to be the secretary of a meeting. The Chair shall circulate minutes of all Committee meetings to the Company's Board members and its Auditor. The Committee shall report its decisions and recommendations to the Board promptly after each Committee meeting.

• 2.8 The Committee may meet for a private session, excluding management, non-independent directors or other third parties, following each Committee meeting or as otherwise determined by the Committee.

3. PURPOSE, ROLE AND AUTHORITY

• 3.1 The purpose of the Committee is to oversee the Company's accounting and financial reporting processes and the preparation and auditing of the Company's financial statements.
• 3.2 The Committee is authorized by the Board to investigate any matter set out in this Charter or otherwise delegated to the Committee by the Board.

4. DUTIES AND RESPONSIBILITIES

4.1 The Committee has the duties and responsibilities set out in Sections 5 to 14 of this Charter, as may be amended, supplemented or restated from time to time.

5. EXTERNAL AUDITOR - APPOINTMENT AND REMOVAL

The Committee shall:

• 5.1 Consider and recommend to the Board, to put forward for shareholder approval at the annual meeting, an Auditor that will be appointed or reappointed to prepare or issue an auditor's report and perform audit, review, attest or other services for the Company in compliance with the Instrument and, if necessary, recommend to the Board the Auditor's removal.
• 5.2 Recommend to the Board the Auditor's compensation and otherwise setting the terms of the Auditor's engagement (including reviewing and negotiating the Auditor's engagement letter).
• 5.3 Review and monitor the independence of the Auditor.
• 5.4 At least once per fiscal year, review the qualifications and performance of the Auditor and the Auditor's lead partners and consider and decide if the Company should adopt or maintain a policy of rotating the accounting firm serving as the Company's Auditor.

6. AUDITOR OVERSIGHT - AUDIT SERVICES

The Committee shall:

• 6.1 Require the Auditor to report directly to the Committee.

• 6.2 Be directly responsible for overseeing the work of the Auditor engaged for the purpose of preparing or issuing the Auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the Auditor regarding financial reporting.

• 6.3 Discuss with the Auditor: (a) before an audit commences, the nature and scope of the audit, the Auditor's responsibilities in relation to the audit, the overall audit strategy, the timing of the audit, the processes used by the Auditor to identify risks and reporting such risks to the Committee; and (b) any other matters relevant to the audit.

• 6.4 Review and discuss with the Auditor all critical accounting policies and practices to be used in the audit, all alternative treatments of financial information that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the Auditor.

• 6.5 Review any major issues regarding accounting principles and financial statement presentation with the Auditor and the Company's management, including any significant changes in the Company's selection or application of accounting principles; any significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including the effect of regulatory and accounting initiatives and off-balance sheet structures on the Company's financial statements.

• 6.6 Review and discuss with the Auditor and management any problems or difficulties encountered during the audit, including restrictions on the scope of activities or access to information, and any significant disagreements between the Auditor and management in relation to financial reporting. The Committee may meet with the Auditor and management (together or separately) to discuss and resolve such disagreements.

• 6.7 Review all material communications between management and the Auditor, including reviewing the Auditor's management letter and management's response.

• 6.8 Create, review and approve the Company's policies respecting the Company's hiring of any (former or current) Auditor's past or present employees or past or present partners.

• 6.9 Oversee any other matters relating to the Auditor and the performance of audit services on the Company's behalf.

7. AUDITOR OVERSIGHT - NON-AUDIT SERVICES

The Committee shall:

• 7.1 Pre-approve all non-audit services to be provided by the Auditor to the Company or its subsidiaries in accordance with the Instrument.
• 7.2 Notwithstanding Section 7.1, the Committee may delegate the pre-approval of non-audit services to a member or certain members of the Committee. These member or members shall notify the Committee at each Committee meeting of the non-audit services they approved since the last Committee meeting.

8. INTERNAL CONTROLS

The Committee shall:

• 8.1 Monitor and review the effectiveness of the Company's internal audit function, including ensuring that any internal auditors (the "Internal Auditors") have adequate monetary and other resources to complete their work and appropriate standing within the Company and, if the Company has no Internal Auditors, consider, on an annual basis, whether the Company requires Internal Auditors and make related recommendations to the Board.

• 8.2 Require the Internal Auditors to report directly to the Committee.

• 8.3 Oversee an effective system of internal controls and procedures for the Company relating to the financial reporting process and disclosure of the financial results, including accounting, internal accounting controls, and auditing matters ("Internal Controls").

• 8.4 Review with management and the Internal Auditors (with each privately or together) the adequacy and effectiveness of the Company's Internal Controls, including any significant deficiencies or material weaknesses in the design or operation of the Internal Controls and determine if any special steps must be adopted by the Auditor during its audit in light of any such deficiencies or weaknesses.

• 8.5 Review management's roles, responsibilities and performance in relation to the Internal Controls.

• 8.6 Review, discuss and investigate: (a) any alleged fraud involving the Company's management or employees in relation to the Internal Controls, including management's response to any allegations of fraud; (b) implement corrective and disciplinary action in cases of proven fraud; and (c) determine if any special steps must be adopted by the Auditor during its audit in light of any proven fraud or any allegations of fraud.

• 8.7 Establish and monitor the procedures for: (a) the receipt, retention and treatment of complaints that the Company receives relating to its Internal Controls; (b) the confidential, anonymous submission of employees' concerns relating to questionable accounting or auditing matters engaged in by the Company; and (c) the independent investigation of the matters set out in Section 8.7(a) and Section 8.7(b), including appropriate follow up actions.

• 8.8 Review and discuss with the CEO and CFO, or those officers who perform the duties similar to a CEO or CFO, the steps taken to complete the required certifications of the annual and interim filings with applicable securities commissions.

9. FINANCIAL STATEMENTS

The Committee shall:

• 9.1 Review and discuss with the Auditor and management the Company's annual audited financial statements and the accompanying Auditor's report and management discussion and analysis ("MD&A"). The Committee's review of the annual audited financial statements will include a review of the notes contained in the financial statements, in particular the notes on: (a) significant accounting policies, including any changes made to them and the effect this may have on the Company; (b) significant estimates and assumptions; (c) significant adjustments resulting from an audit; (d) the going concern assumption; (e) compliance with accounting standards; (f) investigations and litigation undertaken by regulatory authorities; (g) the impact of unusual transactions; and (h) off- balance sheet and contingent asset and liabilities, and related disclosures.
• 9.2 Assess (a) the quality of the accounting principles applied to the financial statements; (b) the clarity of disclosure in the financial statements; and (c) whether the audited annual financial statements present fairly, in all material respects, in accordance with international financial reporting standards ("IFRS"), the Company's financial condition, operational results and cash flows.
• 9.3 Upon satisfactory completion of its review, recommend the annual audited financial statements, Auditor's report and annual MD&A for Board approval.
• 9.4 Review the interim financial statements and related MD&A with the Auditor and management, and if satisfied that the interim financial statements meet the criteria set out in Section 9.2 to recommend to the Board that it approve the interim financial statements and accompanying MD&A.

10. DISCLOSURE OF OTHER FINANCIAL INFORMATION

The Committee shall:

10.1 Review and discuss with management the design, implementation and maintenance of effective procedures relating to the Committee's prior review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements ("Disclosure Procedures"); ensure that the Disclosure Procedures put in place are followed by the Company's management and employees; and periodically assess the adequacy of the Disclosure Procedures.

• 10.2 Review the Company's profit and loss press releases and other related press releases before they are released to the public, including the Company's annual information form, earnings press releases and any other public disclosure documents required by applicable securities commissions; and review the nature of any financial information and ratings information provided to agencies and analysts in accordance with the Company's disclosure policy.
• 10.3 Monitor and review the Company's policy on confidentiality and disclosure on a yearly basis.

11. RISK MANAGEMENT

The Committee shall:

• 11.1 Review and discuss with management and the Internal Auditors (each privately or together) policies and guidelines to govern the processes by which management assesses and manages the Company's risks, including the Company's major financial risk exposures and fraud, and the steps management has taken to monitor and control such exposures.
• 11.2 Review the periodic reports delivered to the Committee by the Internal Auditors; and oversee the processes by which major Company risks are reviewed by either the Committee, another Board committee or the full Board.

12. LEGAL COMPLIANCE

12.1 The Committee shall review with legal counsel any legal matters, including inquiries received from regulators and governmental agencies, that may have a significant effect on the Company's financial statements, cash flows or operations; review and oversee any policies, procedures and programs designed by the Company to promote legal compliance.

13. RELATED PARTY TRANSACTIONS

13.1 The Committee shall review all proposed related party transactions, other than those reviewed by a special committee of disinterested directors in accordance with Canadian corporate or securities laws.

14. OTHER DUTIES AND RESPONSIBILITIES

14.1 The Committee shall complete any other duties and responsibilities delegated by the Board to the Committee from time to time.

15. MEETINGS WITH THE AUDITOR

15.1 Notwithstanding anything set out in this Charter to the contrary, the Committee may meet privately with the Auditor or Internal Auditors as frequently as the Committee deems appropriate, but not less than quarterly, for the Committee to fulfil its responsibilities and to discuss any concerns of the Committee or Auditor in relation to the matters covered by the Committee's Charter, including the effectiveness of the Company's financial recording procedures and systems and management's cooperation and responsiveness to matters arising from the audit and non-audit services performed by the Auditor.

16. MEETINGS WITH MANAGEMENT

16.1 The Committee may meet privately with management and the Company's Internal Auditors (together or separately) as frequently as the Committee deems appropriate for the Committee to fulfil its responsibilities, but not less than quarterly, to discuss any concerns of the Committee, management or the Internal Auditors.

17. OUTSIDE ADVISORS

17.1 The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel and such other advisors as it deems necessary to fulfil its duties and responsibilities under this Charter. The Committee shall set the compensation and oversee the work of any outside counsel and other advisors to be paid by the Company.

18. REPORTING

18.1 The Committee shall report to the Board on all matters set out in this Charter and other matters assigned to the Committee by the Board, including: (a) the Auditor's independence; (b) the Auditor's performance and the Committee's recommendation to reappoint or terminate the Auditor; (c) the Internal Auditors' performance; (d) the adequacy of the Internal Controls; (e) the Committee's review of the Company's annual and interim financial statements, and any IFRS reconciliation, including any issues respecting the quality and integrity of financial statements, along with the MD&A; (f) the Company's compliance with legal and regulatory matters and such matters affect the financial statements; and (g) the Company's risk management programs and any risks identified in accordance with this program.

19. CHARTER REVIEW

19.1 The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval. This Charter shall be posted on the Company's investor relations website.

20. PERFORMANCE EVALUATION

20.1 The Committee shall conduct an annual evaluation of the performance of its duties and responsibilities under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.

21. APPLICATION OF CHARTER

21.1 This Charter is a broad policy statement and is intended to be part of the Committee's flexible governance framework. While this Charter should comply with all applicable laws, regulations and listing requirements and the Company's articles and by-laws, this Charter does not create any legally binding obligations on the Committee, the Board or the Company.

APPENDIX I PRO FORMA COMBINED FINANCIAL STATEMENTS

WeCommerce

Unaudited pro forma combined financial statements

As at and for the nine months ended September 30, 2022 and for the twelve months ended December 31, 2021

Unaudited Pro Forma Combined Statement of Financial Position

As at September 30, 2022 (in Canadian dollars)

	Tiny Capital Ltd.	WeCommerceHoldings Ltd.(Note 3)	Pro formaadjustments	Notes	Pro FormaConsolidated
Assets
Current Assets
Cash and cash equivalents	$36,031,333 $	10,504,657	(5,640,000)	4(b)	$40,895,990
Restricted cash	-	1,246,696			1,246,696
Trade and other receivables	9,706,289	2,294,414			12,000,703
Due from related parties	1,272,161	-			1,272,161
Prepaid expenses	2,751,711	980,166			3,731,877
	$49,761,494 $	15,025,933 $	(5,640,000)		$59,147,427
Deferred income tax asset	634,382	1,312,285			1,946,667
Capital assets	6,880,503	199,200			7,079,703
Intangible assets	34,329,515	52,545,457	46,000,000	4(a)	132,874,972
Right-of-use assets	1,183,530	-			1,183,530
Goodwill	22,899,150	120,645,673	45,969,754	4(a)	189,514,577
Investments	34,368,617	-	(13,457,930)	4(a)	20,910,687
Derivatives (Forward contracts)	360,065		-		360,065
Other assets	1,796,921	-	-		1,796,921
Total Assets	$152,214,177	$189,728,548	$72,871,824		$414,814,549
Liabilities and Shareholders' Equity
Current liabilities:
Trade and other payables	21,815,094	3,302,625			25,117,719
Deferred Revenue	5,492,176	4,111,009			9,603,185
Debt	2,925,000	5,614,995			8,539,995
Income taxes payable	5,092,473	114,863			5,207,336
Due to related parties	42,246	-			42,246
Preferred shares	6,326,716	-			6,326,716
Lease liabilities	237,671	-			237,671
Contingent consideration payable	467,911	1,795,617			2,263,528
Indemnity holdback	-	1,350,911			1,350,911
Derivatives	1,430,658	15,604			1,446,262
Other current liabilities	69,670	-			69,670
	$43,899,615 $	16,305,624 $	-		$60,205,239
Deferred tax liabilities	6,695,258	1,569,012	12,420,000	4(a)	20,684,270
Indemnity holdback	-	249,920			249,920
Lease liabilities	991,587	-			991,587
Contingent consideration payable	714,864	-			714,864
Debt	56,123,683	44,966,146			101,089,829
Total Liabilities	$108,425,007	$63,090,702 $	12,420,000		$183,935,709
Equity:
Share Capital	-	127,649,780	66,258,862	4(a)	193,908,642
Invested capital	42,703,722	-	(42,703,722)	4(a)	-
Contributed Surplus	-	2,580,936	(2,580,936)	4(a)	-
Accumulated other comprehensive income	2,584,551	11,569,023	(11,569,023)	4(a)	2,584,551
Retained earnings (Accumulated Deficits)	(12,319,767)	(15,161,893)	56,686,643	4(a)	23,564,983
			(5,640,000)	4(b)
Non-controlling interest	10,820,664	-			10,820,664
Total Shareholder Equity	$43,789,170 $	126,637,846	$60,451,824		$230,878,840
Total Liabilities and Shareholders' Equity	$152,214,177	$189,728,548	$72,871,824		$414,814,549

The accompanying notes are an integral part of these unaudited pro forma combined financial statements

Unaudited Pro Forma Combined Statement of Income

For the nine months ended September 30, 2022 (in Canadian dollars)

	Tiny Capital Ltd.	WeCommerceHoldings Ltd.	Pro formaadjustments	Notes	Pro FormaConsolidated
Revenue
Revenue	$114,829,942 $	35,171,579			$150,001,521
	114,829,942	35,171,579	-		150,001,521
Expenses:
Wages	48,938,772	17,833,014			66,771,786
Marketplace content fees	13,223,231	-			13,223,231
Hosting fees	4,779,038	2,522,488			7,301,526
Share based payments (recovery)	2,758,922	2,857,306			5,616,228
Fees paid to ecommerce platforms	-	4,879,061			4,879,061
Professional fees	5,476,187	1,874,812			7,350,999
Office and general	6,577,485	402,778			6,980,263
Management and strategic fees	-	-			-
Interest and bank charges	1,812,914	-			1,812,914
Depreciation and amortization	3,407,062	9,344,301	6,316,397	4(c)	19,067,760
Business acquisition costs	112,249	151,141			263,390
Advertising and promotion	4,774,422	1,703,117			6,477,539
Other	272,674	480,128			752,802
Earnings (loss) from operations	22,696,986	(6,876,567)	(6,316,397)		9,504,022
Finance costs	-	(2,308,512)			(2,308,512)
Revaluation of contingent consideration	-	3,352,523			3,352,523
Gain (loss) on sale of intangibles	2,808,336	(11,799)			2,796,537
Share of loss from associates	(7,522,682)	-	2,778,683	4(f)	(4,743,999)
Other income (expense)	(552,602)	(4,535,891)			(5,088,493)
Fair value gain (loss) on investment	(91,665)	-			(91,665)
Profit (loss) before income taxes	17,338,373	(10,380,246)	(3,537,714)		3,420,413
Current income tax recovery (expense)	(8,733,061)	(570,843)			(9,303,904)
Deferred tax recovery (expense)	(506,585)	748,909	955,183	4(g)	1,197,507
Net income (loss) for the year	$8,098,727	$(10,202,180)	$(2,582,531)		$(4,685,984)
Attributable to:
Parent's interest	6,341,572	(10,202,180)	(2,582,531)		(6,443,139)
Non-controlling interests	1,757,155	-	-		1,757,155
	8,098,727	(10,202,180)	(2,582,531)		(4,685,984)
Other comprehensive income:
Foreign exchange gain on	6,287,747	10,726,586	(2,899,754)	4(f)	14,114,579
translating foreign operations
Total comprehensive income	$14,386,474	$524,406	$(5,482,285)		$9,428,595
Attributable to:
Parent's interest	$11,828,191	524,406	(5,482,285)		6,870,312
Non-controlling interest	2,558,283	-	-		2,558,283
	$14,386,474	$524,406	(5,482,285)		9,428,595
Pro forma net income (loss) per share – basic					(0.04)
Pro forma net income (loss) per share – diluted					(0.04)

The accompanying notes are an integral part of these unaudited pro forma combined financial statements.

Unaudited Pro Forma Combined Statement of Income

For the year ended December 31, 2021 (in Canadian dollars)

	Tiny Capital Ltd.	WeCommerceHoldings Ltd.	Pro formaadjustments	Notes	Pro FormaConsolidated
Revenue
Revenue	$110,847,038	$38,581,377			$149,428,415
	110,847,038	38,581,377	-		149,428,415
Expenses:
Wages	51,437,941	14,789,944			66,227,885
Hosting fees	6,270,735	1,556,015			7,826,750
Share based payments (recovery)	(120,520)	1,890,466			1,769,946
Fees paid to ecommerce platforms	-	5,270,413			5,270,413
Professional fees	3,577,780	2,610,846			6,188,626
Office and general	7,634,327	177,220			7,811,547
Management and strategic fees	1,420,694	-			1,420,694
Interest and bank charges	443,716	-			443,716
Depreciation and amortization	3,300,487	10,087,571	8,421,863	4(c)	21,809,921
Business acquisition costs	-	1,461,844	5,640,000	4(d)	7,101,844
Advertising and promotion	4,276,142	1,964,562			6,240,704
Other	263,114	678,337			941,451
Earnings (loss) from operations	32,342,622	(1,905,841)	(14,061,863)		16,374,918
Gain on sale of subsidiary	13,027,764	-			13,027,764
Finance costs	-	(3,051,855)			(3,051,855)
Revaluation of contingent consideration	-	5,223,240			5,223,240
Gain (loss) on sale of intangibles	-	200,016			200,016
Share of loss from associates	(248,005)	-	75,450	4(f)	(172,555)
Other income (expense)	426,568	(1,010,460)			(583,892)
Fair value gain (loss) on investment	1,031,307	-	41,524,750	4(e)	42,556,057
Profit (loss) before income taxes	46,580,256	(544,900)	27,538,337		73,573,693
Current income tax recovery (expense)	(8,669,729)	(900,786)			(9,570,515)
Deferred tax recovery (expense)	(1,309,041)	602,764	(7,435,351)	4(g)	(8,141,628)
Net income (loss) for the year	$36,601,486	$(842,922)	$20,102,986		$55,861,550
Attributable to:
Parent's interest	34,174,674	(842,922)	20,102,986		53,434,738
Non-controlling interests	2,426,812	-	-		2,426,812
	36,601,486	(842,922)	20,102,986		55,861,550
Other comprehensive income:
Foreign exchange gain (loss) on
translating foreign operations	(196,307)	856,361	-		660,054
Total comprehensive income	$36,405,179	$13,439	$20,102,986		$56,521,604
Attributable to:
Parent's interest	$34,027,439	13,439	$20,102,986		$54,143,864
Non-controlling interest	2,377,740	-	-		2,377,740
	$36,405,179	$13,439	$20,102,986		$56,521,604
Pro forma net income per share – basic					0.31
Pro forma net income per share – diluted					0.31

The accompanying notes are an integral part of these unaudited pro forma combined financial statements.

1. Description of the Proposed Transaction

WeCommerce Holdings Ltd. ("WeCommerce" or the "Company"), Tiny Capital Ltd. ("Tiny") and 1396773 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of WeCommerce entered into an amalgamation agreement dated January 22, 2023 (the "Agreement") pursuant to which WeCommerce and Tiny will combine their businesses in an all-share transaction by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) ("BCBCA") (the "Transaction"). Pursuant to the Agreement, upon the closing of the Transaction, Tiny will amalgamate with SubCo to form a new company ("Amalco") and Amalco will be wholly owned by WeCommerce. It is anticipated that WeCommerce will acquire all of the issued and outstanding common shares of Tiny (each, a "Tiny Share") through Amalco and will issue approximately 146.4 million Class A common shares of WeCommerce (each, a "WeCommerce Share") to Tiny shareholders as consideration therefor (with approximately 11.4 million existing WeCommerce Shares held by Tiny and Tiny Holdings Ltd. being cancelled concurrently with the closing of the Transaction, resulting in approximately 177.9 million fully diluted WeCommerce Shares outstanding on a pro-forma, post-cancellation basis).

2. Basis of Presentation

These unaudited pro forma combined financial statements have been prepared in connection with the Transaction and have been prepared from information derived from, and should be read in conjunction with the consolidated financial statements of WeCommerce and the combined consolidated financial statements of Tiny, each prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), specifically:

• 1. the audited consolidated financial statements for the year ended December 31, 2021 and the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 of WeCommerce; and
• 1. the audited combined consolidated financial statements for the year ended December 31, 2021 and the unaudited combined condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 of Tiny.

The unaudited pro forma combined statement of financial position has been prepared to give effect to the Transaction as if it had been consummated on September 30, 2022. The unaudited pro forma combined statements of income for the nine months ended September 30, 2022 and twelve months ended December 31, 2021 give effect to the Transaction as if it had been consummated on January 1, 2021.

The unaudited pro forma combined financial statements have been prepared for illustrative purposes only to show the effect of the Transaction. WeCommerce is considered the legal acquirer in the Transaction; however, Tiny has been identified as the accounting acquirer as the pre- Transaction shareholders of Tiny acquire control of the combined group as a result of the Transaction. The unaudited pro forma combined financial statements were prepared using the acquisition method of accounting in accordance with IFRS - IFRS 3, Business Combinations ("IFRS 3"). Under acquisition accounting, the measurement of the fair value of the consideration issued and of the assets acquired and liabilities assumed is dependent upon the determination of fair value which involve judgement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma combined financial statements and future results of operations and financial position. In preparation of the unaudited pro forma combined financial statements, certain reclassifications were made to the historical financial statements of each of WeCommerce and Tiny in order to align with the expected financial statement presentation to be adopted following the close of the Transaction, as described in the notes below.

The accounting policies used in the construction of the unaudited pro forma combined financial statements as at and for the nine months ended September 30, 2022 and for the year ended December 31, 2021 are those set out in WeCommerce's consolidated financial statements for the three and nine months ended September 30, 2022 and for the year ended December 31, 2021. In preparing the unaudited pro forma combined financial statements, a preliminary review was undertaken to identify whether there are any accounting policy differences between the accounting policies used by Tiny where the impact was potentially material to the unaudited pro forma combined financial statements and could be reasonably estimated. Based on this preliminary review, WeCommerce has not identified any accounting policies applicable to similar transactions undertaken by Tiny that significantly depart from those followed by WeCommerce at would have a significant impact on the unaudited pro forma combined financial statements.

The historical consolidated financial statements have been adjusted to give effect to unaudited pro forma events that are: (i) directly attributable to the Transaction; (ii) factually supportable; and (iii) with respect to the unaudited pro forma combined statements of income, expected to have a continuing impact on the consolidated financial results post‐ Transaction.

The unaudited pro forma combined financial statements do not reflect and do not give effect to: (i) any integration costs that may be incurred as a result of the Transaction; (ii) synergies, operating efficiencies and cost savings that may result from the Transaction; or (iii) any other benefits expected to be derived from combining the companies.

3. Consideration and Purchase Price Allocation of the Transaction

As a result of the Transaction and share exchange, the shareholders of Tiny will acquire control of WeCommerce, and the Transaction will be accounted for as a reverse takeover whereby the legal acquiree is identified as the accounting acquirer. Accordingly, the share exchange is accounted for with the net assets of WeCommerce recorded at fair value at the date of acquisition.

The preliminary estimated purchase consideration for the reverse takeover is comprised of two elements, being the fair value of Tiny's previously held equity interest in WeCommerce and the value of shares retained by WeCommerce shareholders:

Fair value of previously held interest in WeCommerce	54,982,680
Value of shares retained by WeCommerce shareholders	151,204,920
Estimated Total Purchase Consideration	$ 206,187,600

Note: The estimated fair value of WeCommerce is based on the number of WeCommerce Shares outstanding before the Transaction. The value of the WeCommerce Shares were measured at $4.80 per share, the closing share price as of March 6, 2023. For the purposes of preparing the unaudited pro forma combined financial statements, the net assets acquired are measured at preliminary estimated fair values as at September 30, 2022. A final determination of fair values and consideration given will be based on the actual assets and liabilities that exist at closing date and on actual fair value of the WeCommerce Shares issued at that time. Accordingly the estimated fair values of assets and liabilities reflected in the table above are preliminary and subject to change pending additional information and facts that may become be known at the closing date.

	Fair Value of
	Identifiable
	Net Assets
Assets
Cash and cash equivalents	10,504,657
Restricted Cash	1,246,696
Trade and other receivables	2,294,414
Prepaid expenses	980,166
Deferred income tax asset	1,312,285
Capital assets	199,200
Intangible assets	98,545,457
	$ 115,082,875
Liabilities
Trade and other payables	3,302,625
Contract Liability	4,111,009
Debt - current	5,614,995
Income taxes payable	114,863
Contingent consideration payable	1,795,617
Indemnity holdback - current1,350,911
Derivatives15,604
Deferred tax liabilities	13,989,012
Indemnity holdback - non-current	249,920
Debt - non-current	44,966,146
	$75,510,702
Net identifiable assets	$39,572,173
Fair value of previously held interest in WeCommerce	54,982,680
Value of shares retained by WeCommerce shareholders	151,204,920
Estimated Total Purchase Consideration$ 206,187,600
Goodwill arising on acquisition	$ 166,615,427

The following table illustrates the preliminary unaudited pro forma fair values of the identifiable assets and liabilities assumed as of September 30, 2022:

4. Pro Forma Adjustments and Assumptions

The following are the pro forma assumptions and adjustments relating to the Transaction:

Pro forma combined balance sheet

• (a) Reverse acquisition: Adjustment to reflect the acquisition of WeCommerce by Tiny, including:

  • i. Incremental intangible assets and goodwill of $46 million and $46 million on acquisition;
  • ii. Recognition of deferred tax liabilities related to intangible assets acquired of $12.4 million;
  • iii. Elimination of Tiny's equity investment in WeCommerce as a result of the acquisition of control of WeCommerce;
  • iv. Elimination of WeCommerce's historical equity balances as the accounting acquiree;

• v. The impact on share capital of the acquisition of $66.3 million reflecting the derecognition of historical WeCommerce equity balances, the reclassification of Tiny's equity balances to share capital and the fair value of shares retained by WeCommerce shareholders; and

• vi. Recognition of the gain on Tiny's equity interest in WeCommerce of $41.5 million.

	Pro forma adjustment for application of purchase accounting		Debit	Credit
Intangible assets	Incremental intangible assets recognized	i.	46,000,000
Goodwill	Incremental goodwill arising on purchase accounting	i.	45,969,754
Deferred tax liability	Deferred tax liability	ii.		12,420,000
Investments	Derecognition of equity interest in WeCommerce	iii.		13,457,930
Contributed surplus	Derecognition of historical equity balances of WeCommerce	iv.	2,580,936
Accumulated othercomprehensive income	Derecognition of historical equity balances of WeCommerce	iv.	11,569,023
Share capital	Derecognition of historical equity of WeCommerce	v.	127,649,780
	Reclassification of historical equity of Tiny	v.	(42,703,722)
	Value of shares retained by WeCommerce shareholders	v.	(151,204,920)
				66,258,862
Invested capital	Reclassification of historical equity of Tiny	v.	42,703,722
Retained earnings	Accumulated deficit of WeCommerce	iv.
(Accumulated deficit)			(15,161,893)
	Fair value of previously held equity interests, net of carryingamount	vi.	(41,524,750)
				56,686,643

(b) Transaction costs: Adjustment of $5.6 million to decrease cash for estimated transaction costs in connection with the Transaction. These costs are comprised of investment banking, legal, audit and accounting fees.

Pro forma combined statement of income

• (c) Amortization of acquired intangibles: Reflects the incremental amortization of definite-lived intangible assets arising on the acquisition. The definite-lived intangible assets relate to Customer Relationships, Non-Compete, Brands, Software, and IP. The useful lives are estimated to range from 2 years to 8.5 years.
• (d) Transaction costs: Reflects estimated transaction costs associated with the Transaction.
• (e) Gain on disposition of equity interest in WeCommerce: As part of the acquisition of control by Tiny of WeCommerce, Tiny is deemed to have disposed of its equity interest in WeCommerce at fair value. The gain on disposal is recognized in the pro forma combined statement of income for the year ended December 31, 2021.
• (f) Share of gain (loss) from associates: Reflects the removal of the gain (loss) from associates related to the interest held in WeCommerce.
• (g) Deferred Taxes: Reflects the deferred tax on adjustments to combined statement of income.

5. Share Capital

Share capital as at September 30, 2022 in the unaudited pro-forma consolidated financial statements is comprised of the following:

	Common Shares	Amount
Issued and outstanding as at September 30, 2022 without par value	41,571,932
WeCommerce shares issued to Tiny	134,974,844
Pro forma balance issued and outstanding	176,546,776	$193,908,642

6. Pro Forma Net Income Per Share

For the purposes of the unaudited pro forma consolidated financial statements, the net income per share has been calculated using the weighted average number of shares which would have been outstanding as at the period end, after giving effect to the Transaction as if it had occurred on January 1, 2021.

	Nine months endedSeptember 30, 2022	Year endedDecember 31, 2021
Weighted average number of WeCommerce outstanding – basic	41,035,307	38,029,966
Weighted average number of WeCommerce outstanding – diluted	41,035,307	38,783,915
WeCommerce to be issued to Tiny shareholders	134,974,844	134,974,844
Pro forma weighted average number of WeCommerce shares outstanding – basic	176,010,151	173,004,810
Pro forma weighted average number of WeCommerce shares outstanding – diluted	176,010,151	173,758,759
Pro forma consolidated net (loss) income - parent's interest	(6,443,139)	53,434,738
Pro forma net income (loss) per share – basic	(0.0366)	0.3089
Pro forma net income (loss) per share – diluted	(0.0366)	0.3075

All potentially dilutive securities have been excluded from the calculation of diluted loss per share for the periods in which the Company is in a net loss position as including the dilutive securities in these periods would be anti-dilutive.

The outstanding number of securities that are dilutive for the period of September 30, 2022 are NIL (December 31, 2021 - 753,949).

7. Financial Statement Line Item Reclassification

Certain of Tiny and WeCommerce's assets, liabilities, income and expenses have been reclassified. These changes are summarized as follows:

WeCommerce's historical presentation		As at September 30, 2022 WeCommerce's pro forma presentation
Statement of Financial Position items
Current Assets:
Income tax receivable	95,106	Reclassified to Trade and other receivables
Non-Current Assets
Property and Equipment	199,200	Reclassified to Capital assets
Current liabilities:
Contract liability	4,111,009	Reclassified to Deferred revenue
Foreign currency derivatives	15,604	Reclassified to Derivatives
Bank Loan	5,614,995	Reclassified to Debt
Non-Current Liabilities
Bank Loan	44,966,146	Reclassified to Debt

WeCommerce's historical presentation	For the ninemonths endedSeptember 30,2022	For the yearended December31, 2021	WeCommerce's pro forma presentation
Statement of Income items
Recurring subscription revenue	22,788,844	22,383,829	Reclassified to Revenue
Digital goods revenue	9,788,905	10,977,020	Reclassified to Revenue
Agency service revenue	2,593,830	5,220,528	Reclassified to Revenue
Occupancy	37,215	61,180	Reclassified to Other
Foreign exchange	(4,535,891)	(1,010,460)	Reclassified to Other income (expense)

Tiny's historical presentation	For the ninemonths endedSeptember 30,2022	For the yearended December31, 2021	Tiny's pro forma presentation
Statement of Income items
Travel, meals and entertainment	865,045	891,934	Reclassified to Office and general
Bad debts	272,674	263,114	Reclassified to Other

APPENDIX J PROPOSED ARTICLES AND BYLAWS OF THE RESULTING ISSUER FOLLOWING THE CONTINUANCE

(begins on following page)

Canada Business Corporations Act (CBCA) FORM 11 ARTICLES OF CONTINUANCE (Section 187)

1 - Corporate name

Tiny Ltd.

2 – The province or territory in Canada where the registered office is situated (do not indicate the full address)

British Columbia

3 – The classes and any maximum number of shares that the corporation is authorized to issue

An unlimited number of Class A common shares without nominal or par value and without special rights and restrictions

4 – Restrictions, if any, on share transfers

5 – Minimum and Maximum number of directors (for a fixed number of directors, indicate the same number in both boxes)

Minimum number	3	Maximum number	15

6 – Restrictions, if any, on the business the corporation may carry on

7 – (1) If change of name effected, previous name
Tiny Amalgamation Holdings Corp.
(2) Details of Incorporation
Amalgamatedin British Columbia on [●]under No. [●]
8 – Other provisions, if any
See attached Schedule
9 – Declaration
I hereby certify that I am a director or an authorized officer of the corporation continuing into the CBCA.
Print name:	Signature

Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA).

ISED-ISDE 3247E (2016/11) Page 1 of 2

Schedule / Annexe Other Provisions / Autres dispositions

APPOINTMENT OF DIRECTORS: The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual general meeting of shareholders.

POWERS OF DIRECTORS: If authorized by by-law which is duly made by the directors and confirmed by ordinary resolution of the shareholders, the directors of the corporation may from time to time:

1. borrow money upon the credit of the corporation;

2. issue, reissue, sell or pledge debt obligations of the corporation; and

3. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired to secure any debt obligation of the corporation.

Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.

LOCATION OF SHAREHOLDER MEETINGS: Meetings of shareholders of the Corporation may be held outside Canada in any city or municipality in which the Corporation carries on business.

CANADA BUSINESS CORPORATIONS ACT

BY-LAWS

OF

TINY LTD.

Fasken Martineau DuMoulin LLP Barristers & Solicitors Canada

By-laws

PART 1 INTERPRETATION

1.01 Definitions

In this by-law, unless the context otherwise requires:

"Act" means the Canada Business Corporations Act RSC 1985, c. C-44 and the regulations enacted pursuant to it and any statute and regulations that may be substituted for them, in each case, as amended from time to time;

"articles" means the articles, as that term is defined in the Act, of the Corporation, as amended or restated from time to time;

"auditor" means the auditor of the Corporation;

"board" means the board of directors of the Corporation;

"by-law" means a by-law of the Corporation;

"Corporation" means Tiny Ltd.;

"director" means a director of the Corporation;

"electronic document" means, except in the case of a statutory declaration or affidavit required under the Act, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means;

"notice-and-access" has the meaning ascribed to that term under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

"officer" has the meaning set forth in the Act but reference to any specific officer is to the individual holding that office of the Corporation;

"proxyholder" means a person holding a valid proxy for a shareholder;

"shareholder" means a registered shareholder of the Corporation; and

"voting person" means, in respect of a meeting of shareholders, a shareholder entitled to vote at that meeting, a duly authorized representative of a shareholder entitled to vote at the meeting or a proxyholder entitled to vote at that meeting.

Terms defined in the Act and used herein, unless otherwise defined herein or the context otherwise requires, shall have the same meaning herein as in the Act.

1.02 Number, Gender and Headings

In this by-law, unless the context otherwise requires, words in the singular include the plural and vice-versa and words in one gender include all genders. The insertion of headings in this by-law and its division into Parts, Sections and other subdivisions are for convenience of reference only, and shall not affect the interpretation of this by-law.

1.03 By-law Subordinate to Other Documents

This by-law is subordinate to, and should be read in conjunction with, the Act, the articles and any unanimous shareholder agreement of the Corporation.

1.04 Computation of Time

The computation of time and any period of days shall be determined in accordance with the Act and the provisions of the Interpretation Act (Canada) and any statute that may be substituted for it, as amended from time to time.

PART 2 DIRECTORS

2.01 Notice of Meeting

Any director or the chief executive officer of the Corporation may call a meeting of the board by giving notice stating the time and place of the meeting to each of the directors. Except as otherwise required by the Act, such notice need not specify the purpose of or the business to be transacted at the meeting. Notices of board meetings shall be given in accordance with Section 7.01 no less than 48 hours (excluding any part of a non-business day) before the time of the meeting, except that notices sent by mail shall be sent no less than 5 days before the day of the meeting save that no notice of a meeting shall be necessary if all the directors are present or if those absent waive notice of or otherwise signify in writing their consent to the holding of such meeting, either before or after such meeting.

The board may appoint, by resolution, dates, times and places for regular meetings of the board. A copy of any such resolution shall be given to each director forthwith after being passed, but no other notice is required for any such meeting except where the Act requires the purpose of or the business to be transacted at a meeting to be specified.

2.02 Meetings Without Notice

A meeting of the board may be held without notice immediately following the first or any annual meeting of shareholders.

2.03 Place of Meeting

A meeting of the board may be held at any place within or outside Canada.

2.04 Number of Directors and Quorum for Board Meetings

The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any shareholder meeting shall, if a minimum and maximum number of directors is authorized, be the number of directors then in office unless the directors or the shareholders otherwise determine or shall, if a fixed number of directors is authorized, be such fixed number.

If the articles so provide, the directors may appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of the shareholders.

At any meeting of the board, a quorum for the transaction of business shall be a majority of the number of directors in office from time to time.

The board shall not transact business at a meeting of directors unless the minimum number of resident Canadian directors required by the Act is present.

2.05 Participation by Communications Facility

A director may, in accordance with the Act and if all directors consent, participate in a meeting of the board or of a committee of the board by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting shall be deemed to be present at that meeting.

2.06 Chair of Board Meetings

The chair of the board shall preside as chair of all meetings of the board. If there is no chair of the board or if the chair is not present or is unwilling to act as chair of a board meeting, then the vice chair of the board, if present and willing to act, shall preside as chair of the meeting. In any other case, the directors present at the meeting shall choose a director to preside as chair of the meeting.

2.07 Votes at Board Meetings and Resolutions

Each director present at a meeting of the board shall have one vote on each motion arising. Motions arising at meetings of the board shall be decided by a majority of the votes cast. The chair of the meeting shall not have a second or casting vote.

The powers of the board may be exercised by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Resolutions signed in lieu of a meeting may be signed in two or more counterparts which together shall be deemed to constitute one resolution in writing.

2.08 Committees

Subject to the provisions of the Act and unless otherwise determined by the board, each committee of the board shall have power to fix its quorum at not less than the majority of its members, to elect its chair and to regulate its procedures.

2.09 Officers

Each officer shall hold office at the pleasure of the board. Any officer may, however, resign at any time by giving notice to the Corporation.

PART 3 MEETINGS OF SHAREHOLDERS

3.01 Notice and Place of Shareholders' Meetings

The board may call a meeting of shareholders by causing notice of the time, place and, when required by the Act, purposes of the meeting to be given to each shareholder entitled to vote at the meeting, each director and the auditor. Subject to any applicable securities law or policy, such notice shall be given no less than 21 days and no more than 60 days before the meeting if the Corporation is a distributing corporation (as defined in the Act) or no less than 10 days and no more than 60 days before the meeting if the Corporation is not a distributing corporation.

Meetings of shareholders shall be held at a place in Canada or, if the articles so provide or if all the shareholders entitled to vote at the meeting so agree or are deemed to agree as provided in the Act, at some place outside Canada.

3.02 Quorum at Meetings of Shareholders

A quorum at a meeting of shareholders shall be one or more voting persons present and authorized to cast in the aggregate not less than 10% of the total votes attaching to all shares carrying the right to vote at that meeting.

If a quorum is present at the opening of any meeting of shareholders, the voting persons present may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting.

3.03 Chair of Shareholder Meetings

The chair of the board shall preside as chair of all meetings of shareholders. If there is no chair of the board or the chair of the board is not present or is unwilling to act as chair of a shareholder meeting, then the vice chair of the board shall preside as chair of the meeting if present and willing to act. In any other case, the directors present shall choose one of their number to be the chair of the meeting unless there are no directors present and willing to act as chair, in which case the voting persons present and entitled to vote shall choose one of their number to be chair.

3.04 Voting

Unless the chair of a meeting of shareholders directs a ballot or a voting person demands one, each motion shall be voted upon by a show of hands. Each voting person entitled to vote at the meeting has one vote in a vote by show of hands. A ballot may be directed or demanded either before or after a vote by show of hands. If a ballot is taken, a prior vote by show of hands has no effect. A ballot so directed or demanded shall be taken in such manner as the chair of the meeting shall direct. If a ballot is taken, each voting person shall be entitled with respect to each share which he or she is entitled to vote at the meeting upon the motion, to one vote or such other number of votes as may be provided by the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said motion. In the case of any dispute as to the admission or rejection of a vote given on a ballot, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive. Subject to compliance with the Act, any vote at a meeting of shareholders may be taken in whole or in part by means of a telephonic, electronic or other communication facility that the Corporation has made available for that purpose. Unless a ballot is directed or demanded, an entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

3.05 Scrutineers

The chair of a meeting of shareholders may appoint for that meeting one or more scrutineers, who need not be voting persons.

3.06 Who May Attend Shareholders' Meeting

The only persons entitled to attend a meeting of shareholders are voting persons, the directors, officers and the auditor, as well as others permitted by the chair of the meeting.

3.07 Participation By Communication Facility

Any person entitled to attend a meeting of shareholders may participate in the meeting in accordance with the Act by means of a telephonic, electronic or other communication facility made available by the Corporation that permits all participants to communicate adequately with each other during the meeting and a person participating in a meeting by such means is deemed to be present at the meeting. A meeting of the shareholders called by either the directors or the shareholders may be held entirely by means of such a telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting if the directors or shareholders calling the meeting so determine.

3.08 Adjournments

The chair of the meeting may and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place but no business shall be transacted at the adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

PART 4 SECURITY CERTIFICATES, PAYMENTS

4.01 Certificates

Security certificates shall be in such form as the board may approve or the Corporation may adopt. The chief executive officer or the board may order the cancellation of any security certificate that has become defaced and the issuance of a replacement certificate for it when the defaced certificate is delivered to the Corporation or to a transfer agent or branch transfer agent of the Corporation. The chief executive officer or the board may order the cancellation of any security certificate that has been lost, destroyed or wrongfully taken, and the issuance of a replacement certificate for it, on payment of such reasonable fee, not to exceed $10.00, and on such terms as to indemnity, insurance bond, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

4.02 Share Certificates, Acknowledgements and Direct Registration System

Every shareholder of one or more shares of the Corporation shall be entitled, at the shareholder's option, to a share certificate that complies with the Act, or a non-transferable written acknowledgment that complies with the Act of the shareholder's right to obtain a share certificate from the Corporation in respect of the shares of the Corporation held by such shareholder in an amount as shown on the securities register of the Corporation.

Subject to this Section and the Act and for so long as the Corporation is a distributing corporation, and provided the Corporation has adopted, in conjunction with its transfer agent, a direct registration system which permits the registration of securities through an entry or position on the register without the issuance of a physical certificate, a holder of securities may have his or her holdings of securities of the Corporation evidenced by such registration system in place of a physical certificate. Subject to the Act and applicable law, the Corporation may adopt such policies and procedures and require such documents and evidence as it may determine necessary or desirable in order to facilitate the adoption and maintenance of a direct registration system and the transfer of securities through such system.

4.03 Cheques

Any amount payable in cash to shareholders (including dividends payable in cash) may be paid by cheque drawn on any of the Corporation's bankers to the order of each registered holder of shares of the class or series in respect of which such amount is to be paid. Cheques may be sent by ordinary mail, postage prepaid, to each such registered holder at that holder's address as shown in the records of the Corporation, unless that holder otherwise directs in writing. The mailing of a cheque as aforesaid shall satisfy and discharge all liability for the applicable dividend or other payment to the extent of the sum represented by such cheque plus the amount of any tax which the Corporation is required to and does withhold, unless such cheque is not paid on due presentation.

4.04 Cheques to Joint Shareholders

Cheques payable to joint shareholders shall be made payable to the order of all such joint shareholders unless such joint shareholders direct otherwise. Such cheques may be sent to the joint shareholders at the address appearing on the records of the Corporation in respect of that joint holding, to the first address so appearing if there is more than one, or to such other address as those joint shareholders direct in writing.

4.05 Non-Receipt of Cheques

The Corporation shall issue a replacement cheque in the same amount to any person who does not receive a cheque sent as provided in this by-law, if that person has satisfied the conditions regarding indemnity, evidence of nonreceipt and title set by the board from time to time, either generally or for that particular case.

4.06 Currency of Dividends

Dividends or other distributions payable in cash may be paid to some shareholders in Canadian currency and to other shareholders in equivalent amounts of a currency or currencies other than Canadian currency. The board may declare dividends or other distributions in any currency or in alternative currencies and make such provisions as it deems advisable for the payment of such dividends or other distributions.

4.07 Lien for Indebtedness

If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to any other provisions of the articles, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the transfer of all or any part of such shares may be refused.

4.08 Interest Fractions

No dividend or other distribution shall bear interest against the Corporation. Where the dividend or other distribution to which a shareholder is entitled includes a fraction of a cent, such fraction shall be disregarded and such payment shall be deemed payment in full.

4.09 Fractional Security or Property

If any dividend or other distribution results in any shareholder being entitled to a fractional part of a security or property, the Corporation may pay such shareholder in place of that fractional part the cash equivalent thereof as determined by the board or may carry out the distribution and adjust the rights of the shareholders on any basis the board considers appropriate.

PART 5 SIGNATORIES, INFORMATION

5.01 Signatories

Except for documents executed in the usual and ordinary course of the Corporation's business, which may be signed by any officer of the Corporation acting within the scope of his or her authority, the following are the only persons authorized to sign any document on behalf of the Corporation:

• (a) any individual appointed by resolution of the board to sign the specific document, that type of document or documents generally on behalf of the Corporation; or
• (b) any director or any officer appointed to office by the board.

Any document so signed may, but need not, have the corporate seal of the Corporation applied, if there is one.

5.02 Facsimile Signatures

The signature of any individual authorized to sign on behalf of the Corporation may, if specifically authorized by resolution of the board, be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced. Anything so signed shall be as valid as if it had been signed manually, even if that individual has ceased to hold office when anything so signed is issued or delivered, until revoked by resolution of the board.

5.03 Appointment of Attorney of Corporation

The board may, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Corporation for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under the Act and excluding any and all powers that directors are prohibited from delegating under the Act) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit.

5.04 Restriction on Information Disclosed

Except as required by the Act or authorized by the board, no shareholder is entitled by virtue of being a shareholder to disclosure of any information, document or records respecting the Corporation or its business.

PART 6 PROTECTION AND INDEMNITY

6.01 Transactions with the Corporation

No director or officer shall be disqualified by reason of being a director or officer of the Corporation from, or be required to vacate his position as a director or officer by reason of, holding any other office, employment or other position with or having any pecuniary interest with respect to the Corporation or any other body corporate or contracting with or being otherwise in any way directly or indirectly interested in or concerned with any contract, transaction or arrangement made or proposed to be made with the Corporation or being a director or officer or acting in a similar capacity of, or having any interest in, another party to such contract, transaction or arrangement. No such contract, transaction or arrangement shall be void or voidable for any such reason and no director or officer shall be liable to account to the Corporation or others for any profit arising from any such office, employment or other position or pecuniary interest or realized in respect of any such contract, transaction or arrangement, except in all cases as otherwise provided in the Act.

6.02 Limitation of Liability

Subject to any applicable statutory provisions, no director or officer and no other individual who acts at the Corporation's request as a director or officer, or in a similar capacity, of another entity, shall be liable for:

• (a) the acts, receipts, neglects or defaults of any other person;
• (b) joining in any receipt or other act for conformity;
• (c) any loss, damage or expense to the Corporation or other entity arising from the insufficiency or deficiency of title to any property acquired by or on behalf of the Corporation or other entity;
• (d) the insufficiency or deficiency of any security in or upon which any monies of the Corporation or other entity are invested;
• (e) any loss, damage or expense arising from the bankruptcy, insolvency, act or omission of any person with whom any monies, securities or other property of the Corporation or other entity are lodged or deposited;
• (f) any loss, damage or expense occasioned by any error of judgment or oversight; or
• (g) any other loss, damage or expense related to the performance or non-performance of the duties of that individual's office.

6.03 Contracts on Behalf of the Corporation

Subject to the Act, any contract entered into, or action taken or omitted, by or on behalf of the Corporation shall, if duly approved by a resolution of the shareholders, be deemed for all purposes to have had the prior authorization of the shareholders.

6.04 Indemnity of Directors and Officers

Subject to the limitations contained in the Act, but without limiting the right of the Corporation to indemnify any individual under the Act or otherwise to the full extent permitted by law, the Corporation:

• (a) shall indemnify each director or officer or former director or officer and each other individual who acts or has acted at the Corporation's request as a director or officer, or in a similar capacity, of another entity (and each such individual's respective heirs and personal representatives), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, provided:
  • (i) the individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request; and
  • (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful; and
• (b) shall advance monies to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 6.04(a) in accordance with the Act.

Notwithstanding the foregoing, any such indemnity or advance of monies in respect of an action referred to in Section 6.04(a) by or on behalf of the Corporation or other entity in respect of which an individual has acted as director or officer or in a similar capacity at the request of the Corporation to procure judgment in its favour shall be subject to approval of a court.

6.05 Indemnities Not Limiting

The provisions of this Article 6 shall be in addition to and not in substitution for or limitation of any rights, immunities and protections to which a person is otherwise entitled.

6.06 Insurance

Subject to the provisions of the Act, the Corporation may purchase and maintain insurance for the benefit of any individual referred to in Section 6.04(a) hereof against any liability incurred by the individual (a) in that individual's capacity as a director or officer of the Corporation; or (b) in that individual's capacity as a director or officer, or similar capacity, of another entity, if the individual acts or has acted in the capacity at the Corporation's request.

PART 7 NOTICES

7.01 Procedure for Giving Notices

Any notice (which term includes any communication or document) to be given pursuant to the Act, the articles, the by-laws or otherwise to a shareholder or other securityholder of the Corporation, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to the person's address as shown in the records of the Corporation or mailed to the person at such address by ordinary mail, postage prepaid, or, if the person consents, provided by electronic document in accordance with the Act. Notice shall not be sent by mail if there is any general interruption of postal services in the municipality in which or to which it is mailed. Any notice so delivered shall be deemed to have been received when it is delivered personally or at the address as aforesaid. Any such notice mailed or provided by electronic document as aforesaid shall be deemed to have been received at the time specified in the Act.

Notwithstanding the foregoing, subject to the Act, applicable securities laws and for so long as the Corporation is a distributing corporation, any notice shall be sufficiently given if given in accordance with the requirements applicable to notice-and-access.

7.02 Notices to Successors in Title

Notice to a shareholder or other securityholder as aforesaid is sufficient notice to each successor in title to that shareholder or other securityholder until the name and address of that successor have been entered on the records of the Corporation.

7.03 Notice to Joint Securityholders

Notice to one joint securityholder is sufficient notice to all of them. Such notice shall be addressed to all such joint securityholders and sent to the address for them shown in the records of the Corporation, or to the first such address if there is more than one.

7.04 Facsimile Signatures on Notices

The signature on any notice or other communication or document to be sent by the Corporation may be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced.

7.05 Omission of Notice Does Not Invalidate Actions

All actions taken at a meeting in respect of which a notice has been given shall be valid even if:

• (a) by accident, notice was not given to any person;
• (b) notice was not received by any person; or
• (c) there was an error in a notice that did not affect the substance of the notice.

7.06 Waiver of Notice

Any person entitled to notice under the Act, the articles or the by-laws may waive that notice. Waiver, either before or after the event referred to in the notice, shall cure any defect in giving that notice to such person.

PART 8 BORROWING OF MONEY

8.01 Borrowing Powers

In addition to, and without limiting such other powers which the Corporation may by law possess, the directors of the Corporation may without authorization of the shareholders:

• (a) borrow money upon the credit of the Corporation;
• (b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
• (c) give a guarantee or indemnity on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure or guarantee any present or future indebtedness, liability or obligation of the Corporation.

The words "debt obligation" as used in this Section mean a bond, debenture, note or other evidence of indebtedness or guarantee of the Corporation, whether secured or unsecured.

Nothing in this Section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

8.02 Delegation of Borrowing Powers

The directors may from time to time by resolution delegate the powers conferred on them by Section 8.01 of this bylaw to a director, a committee of directors or an officer of the Corporation.

8.03 Powers are Supplemental

The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of this Part 8.

PART 9 ADVANCE NOTICE OF DIRECTOR NOMINATIONS

9.01 Nomination of Directors

• (a) Subject to the Act, and for so long as the Corporation is a distributing corporation, only persons who are eligible under the Act and who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation at a meeting of shareholders. At any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called is the election of directors, nominations of persons for election to the board may be made only:

  • (i) by or at the direction of the board, including pursuant to a notice of meeting;
  • (ii) by or at the request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or
  • (iii) by any person (a "nominating shareholder"):
    • (A) who, at the close of business on the date of the giving of the notice by the nominating shareholder provided for below in this Section 9.01 and at the close of business on the record date for notice of such meeting of shareholders, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such ownership that is satisfactory to the board acting reasonably; and
    • (B) who complies with the notice procedures set forth in this Section 9.01.

• (b) In addition to any other requirements under applicable laws, for a nomination to be made by a nominating shareholder, such person must have given notice thereof that is both timely (in accordance with Section 9.01(c) below) and in proper written form (in accordance with Section 9.01(d) below) to the chief executive officer of the Corporation at the head office of the Corporation in accordance with Section 9.01(g) below.

• (c) To be timely, a nominating shareholder's notice to the chief executive officer of the Corporation must be made:

  • (i) in the case of an annual meeting of shareholders (which includes an annual and special meeting), not less than thirty (30) days nor more than sixty-five (65) days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than fifty (50) days after the date (the "Notice Date") on which the first public announcement (as defined below) of the date of the annual meeting was made, notice by the nominating shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and
  • (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

provided that, in either instance, if the Corporation uses notice-and-access to send proxy-related materials to shareholders in connection with a meeting of the shareholders described in Section 9.01(c)(i) or 9.01(c)(ii) above, and the Notice Date in respect of the meeting is not less than fifty (50) days prior to the date of the applicable meeting, the notice must be received not less than forty (40) days prior to the date of the applicable meeting.

The time periods for the giving of a nominating shareholder's notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders and in no event shall any adjournment or postponement of an annual meeting or a special meeting or the announcement thereof commence a new time period for the giving of a nominating shareholder's notice as described above.

• (d) To be in proper written form, a nominating shareholder's notice to the chief executive officer of the Corporation must set forth:
  • (i) as to each person whom the nominating shareholder proposes to nominate for election as a director
    • (A) the name, age, business address and residential address of the person,
    • (B) the present principal occupation or employment of the person and the principal occupation or employment for the five years preceding the notice,
    • (C) the citizenship of the person,
    • (D) the class or series and number of shares in the capital of the Corporation which are directly or indirectly controlled or directed or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred and if not, provide such particulars in respect of the record date immediately following the occurrence of said date) and as of the date of such notice, and
    • (E) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and applicable securities laws (as defined below); and

(ii) as to the nominating shareholder giving the notice, full particulars as to shares of the Corporation directly or indirectly controlled or directed or which are owned beneficially or of record by the nominating shareholders and any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which such nominating shareholder has a right to vote or direct the voting of any shares of the Corporation as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred and if not, provide such particulars in respect of the record date immediately following the occurrence of said date) and as of the date of such notice and any other information relating to such nominating shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and applicable securities laws.

The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director (as defined in applicable securities laws) of the Corporation or that would reasonably be expected to be material to a reasonable shareholder's understanding of the independence and/or qualifications, or lack thereof, of such proposed nominee.

• (e) No person shall be eligible for election as a director of the Corporation at a meeting of shareholders unless nominated in accordance with the provisions of this Section 9.01 and applicable law; provided, however, that nothing in this Section 9.01 shall preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or at the discretion of the chair. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Section 9.01 and, if any proposed nomination is not in compliance with such foregoing provisions, to declare such nomination to be defective and that it shall be disregarded.
• (f) For the purposes of this Section 9.01:
  • (i) "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com;
  • (ii) "applicable securities laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each relevant province and territory of Canada; and
  • (iii) "business day" means any day other than Saturday, Sunday or a day on which banks in Vancouver, British Columbia are generally not open for business.
• (g) Notwithstanding any other provision of this by-law, notice given to the chief executive officer of the Corporation pursuant to this Section 9.01 may only be given by:
  • (i) personal delivery to the chief executive officer of the Corporation at the address of the head office of the Corporation, or
  • (ii) facsimile transmission to the fax number as may be stipulated from time to time by the chief executive officer of the Corporation for the purpose of this notice,

and shall be deemed to have been given and made only at the time it is served by personal delivery (at the address as aforesaid) or sent by facsimile transmission (at the number aforesaid provided that receipt of confirmation of such transmission has been received); provided that if such delivery or facsimile transmission is made on a day which is not a business day or later than 5:00 p.m. (Vancouver, British Columbia time (Pacific Daylight Time or Pacific Standard Time, as applicable)) on a day which is a business day, then such delivery or transmission shall be deemed to have been made on the subsequent day that is a business day.

(h) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Section 9.01.

PART 10 MAKE, AMEND, OR REPEAL BY-LAWS

10.01 By-laws May be Amended or Repealed

The board may, in accordance with the Act, make, amend or repeal one or more by-laws that regulate the business or affairs of the Corporation.

MADE by the Board of Directors Tiny Ltd. on the day of , 2023.

Chief Executive Officer Chief Financial Officer

CONFIRMED by the Shareholders of Tiny Ltd. on the ____ day of________________, _______.

Chief Executive Officer Chief Financial Officer

PART 1		INTERPRETATION 1
	1.01	Definitions 1
	1.02	Number, Gender and Headings 1
	1.03	By-law Subordinate to Other Documents 2
	1.04	Computation of Time 2
PART 2		DIRECTORS 2
	2.01	Notice of Meeting 2
	2.02	Meetings Without Notice 2
	2.03	Place of Meeting 2
	2.04	Number of Directors and Quorum for Board Meetings 2
	2.05	Participation by Communications Facility 3
	2.06	Chair of Board Meetings 3
	2.07	Votes at Board Meetings and Resolutions 3
	2.08	Committees 3
	2.09	Officers 3
PART 3		MEETINGS OF SHAREHOLDERS 3
	3.01	Notice and Place of Shareholders' Meetings 3
	3.02	Quorum at Meetings of Shareholders 4
	3.03	Chair of Shareholder Meetings 4
	3.04	Voting 4
	3.05	Scrutineers 4
	3.06	Who May Attend Shareholders' Meeting 4
	3.07	Participation By Communication Facility 4
	3.08	Adjournments 4
PART 4		SECURITY CERTIFICATES, PAYMENTS 5
	4.01	Certificates 5
	4.02	Share Certificates, Acknowledgements and Direct Registration System 5
	4.03	Cheques 5
	4.04	Cheques to Joint Shareholders 5
	4.05	Non-Receipt of Cheques 5
	4.06	Currency of Dividends 6
	4.07	Lien for Indebtedness 6
	4.08	Interest Fractions 6
	4.09	Fractional Security or Property 6
PART 5		SIGNATORIES, INFORMATION 6
	5.01	Signatories 6
	5.02	Facsimile Signatures 6
	5.03	Appointment of Attorney of Corporation 6
	5.04	Restriction on Information Disclosed 7
PART 6		PROTECTION AND INDEMNITY 7
	6.01	Transactions with the Corporation 7
	6.02	Limitation of Liability 7
	6.03	Contracts on Behalf of the Corporation 7
	6.04	Indemnity of Directors and Officers 8
	6.05	Indemnities Not Limiting 8

PART 7		NOTICES 9
	7.01	Procedure for Giving Notices 9
	7.02	Notices to Successors in Title 9
	7.03	Notice to Joint Securityholders 9
	7.04	Facsimile Signatures on Notices 9
	7.05	Omission of Notice Does Not Invalidate Actions 9
	7.06	Waiver of Notice 9
PART 8		BORROWING OF MONEY 10
	8.01	Borrowing Powers 10
	8.02	Delegation of Borrowing Powers 10
	8.03	Powers are Supplemental 10
PART 9		ADVANCE NOTICE OF DIRECTOR NOMINATIONS 10
	9.01	Nomination of Directors 10
PART 10		MAKE, AMEND, OR REPEAL BY-LAWS 13
	10.01	By-laws May be Amended or Repealed 13