Tiny Ltd. — Management Reports 2020

Jan 28, 2020

Brachium Capital Corp.

Management Discussion and Analysis

For the Three and Six Months Ended November 30, 2019 Prepared as of January 27[th] , 2020

Contact Info:

Brachium Capital Corp. (the “Company”) 20[th] Floor – 250 Howe Street, Vancouver BC, V6C 3R8

General

The following management discussion and analysis, prepared as of January 27[th] , 2020 should be read together with the unaudited interim financial statements for the three and six months ended November 30, 2019 and audited financial statements for the period ended May 31, 2019 and related notes attached thereto, which are prepared in accordance with International Financial Reporting Standards. All amounts are stated in Canadian dollars unless otherwise indicated.

The reader should also refer to the Company’s prospectus dated September 25, 2019 and news release dated December 3[rd] , 2019 both of which are available under the Company’s profile on SEDAR at www.sedar.com. Additional information related to the Company is available for view on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain information included in this discussion may constitute forward-looking statements. Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.

Description of Business

Brachium Capital Corp. was incorporated in the Province of British Columbia on March 4, 2019, under the Business Corporations Act (British Columbia). The Company is classified as a Capital Pool Company ("CPC") as defined by TSX Venture Exchange (the "Exchange") Policy 2.4 – Capital Pool Companies (“Policy 2.4”). The Company's head office is located at of Suite 2000 - 250 Howe Street, Vancouver, BC, V6C 3R8.

The Company was formed for the primary purpose of completing the Company’s initial public offering (the “Initial Public Offering”) and being listed the Exchange as a CPC. As a CPC, the Company's principal business is to identify, evaluate and acquire assets, properties or businesses which would constitute a qualifying transaction in accordance with Policy 2.4 (a "QT''). A CPC has 24 months form when the shares are listed on the Exchange to complete a QT. Such a transaction may be subject to shareholder and/or regulatory approval. Until completion of the QT, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a QT.

Selected Financial Information

A summary of selected financial information for the three and six months ended November 30, 2019 (unaudited) and the period from incorporation to May 31, 2019 (audited), is as follows:

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Period from
Three Months Ended Six Months Ended incorporation being
November 30, 2019 November 30, 2019 March 4, 2019 to
May 31, 2019
Total Assets $ 198,888 $ 198,888 $ 140,000
Shareholders’ equity 164,554 164,554 127,037
Net loss (27,631) (74,833) (12,963)
Loss per share $ (.02) ($0.11) Nil
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Results of Operations

As at November 30, 2019, the Company had no operations. During the three month period ending November 30, 2019, the Company incurred a net loss of $27,631. The expenses related primarily to listing and exchange fees, and legal fees for preparation of its prospectus.

Liquidity and Capital Resources

The interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to complete a QT.

On September 25, 2019, the Company filed a prospectus for the Initial Public Offering of a minimum of 2,500,000 and a maximum of 4,000,000 Class A shares (“common shares”) at a price of $0.10 per share. See “Subsequent Events”.

There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. If adequate financing is not available when required, the Company may be unable to continue operating. The Company may seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

The Company has not yet completed its QT and therefore does not have any revenues. The Company has sufficient funds to cover anticipated administrative expenses throughout the year. It will continue to focus on completing its QT.

Related Party Transactions

There were no related party transactions during the three months period ended November 30, 2019.

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash, receivables and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

Critical Accounting Policies

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company is recently incorporated, has no source of operating revenues and its capacity to operate as a going concern in the near- term will depend on its ability to continue raising equity financing, to complete an initial public offering (“the Offering") and to ultimately complete a QT within 24 months of listing on the Exchange. The QT will be subject to shareholder and regulatory approval. There is no assurance that the Company will be able to complete the Offering or the QT. Should the Company be unable to complete the Offering or the QT, the net realizable value of its assets may be materially less than the amounts recorded on the balance sheets. These financial statements do not include adjustments that would be necessary should the Company be unable to continue as a going concern.

Additional Disclosure for Venture Issuers without Significant Revenue

On September 25, 2019, the Company filed a prospectus for the Initial Public Offering of a minimum of 2,500,000 and a maximum of 4,000,000 common shares at a price of $0.10 per share. See “Subsequent Events”.

The Company's primary focus for the foreseeable future will be on completing a QT.

Outstanding Share Data

The Company’s authorized share capital is an unlimited number of common shares without par value and an unlimited number of preferred shares, issuable in series. During the six months ended November 30, 2019, the Company issued 1,123,500 common shares at a price of $0.10 per share for gross proceeds of $112,350. As of the date of this Management Discussion and Analysis, the Company has 3,923,500 shares outstanding and no preferred shares outstanding.

Business Risks

The Company does not have a business yet. It is working on completing its QT. However, there are still a number of business risks, some of which are beyond the Company's control. These can be categorized as operational, financial and regulatory risks. For further information please see the Company’s prospectus which is available on SEDAR at www.sedar.com. The primary focus for the foreseeable future will be on completing a QT.

Subsequent event - Initial Public Offering

On December 3, 2019 the Company completed the previously announced Initial Public Offering of 4,000,000 common shares at a purchase price of $0.10 per common share for gross proceeds of $400,000.

PI Financial Corp. (the “Agent”) acted as agent in connection with the Initial Public Offering. For its services, the Agent received an administrative fee of $10,000, a cash commission equal to 10% of the gross proceeds of the Offering as well as options to purchase up to 400,000 common shares at an exercise price of $0.10 per common share, exercisable within twenty-four months from the listing of the common shares on the Exchange.

In addition, the Company granted an aggregate of 792,350 stock options to its directors and officers with each stock option entitling the holder thereof to acquire one common share at an exercise price of $0.10 for a period of five years from the date of grant.

Approval

On January 27[th] , 2020, the Board of Directors of Brachium Capital Corp. approved the disclosure contained in this MD&A.