Tiny Ltd. — Interim / Quarterly Report 2020

Apr 28, 2020

BRACHIUM CAPITAL CORP.

(A Capital Pool Company)

Condensed Interim Financial Statements

For the three and nine months ended February 29, 2020

(Expressed in Canadian Dollars)

(Unaudited)

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim consolidated condensed financial statements of the Company have been prepared by management and approved by the Board of Directors of the Company. The Company's independent auditor has not performed a review of these unaudited interim condensed consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

April 28[th] , 2020

BRACHIUM CAPITAL CORP. Condensed Interim Statements of Financial Position (Expressed in Canadian Dollars)

Note February 29, 2020	May 31, 2019
(unaudited)
ASSETS
Current assets
Cash $ 516,468	$ 140,000
Prepaids 6,191	-
Receivables 4,081	-
Total assets $526,740	$ 140,000
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 3 $ 22,248	$ 12,963
Total liabilities 22,248	12,963
SHAREHOLDERS' EQUITY
Share capital 4 605,697	140,000
Deficit (101,205)	(12,963)
Total shareholders' equity 504,492	127,037
Total liabilities and shareholders' equity $ 526,740	$ 140,000

Nature of operations and continuance of business (Note 1)

Approved and authorized for issuance on behalf of the Board on April 28th, 2020:

/s/“Bryant Pike” Director	/s/“Larry Nevsky”
	Director

(The accompanying notes are an integral part of these financial statements)

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Condensed Interim Statement of Loss and Comprehensive Loss (Unaudited) (Expressed in Canadian Dollars)

BRACHIUM CAPITAL CORP.

	For the three	For the nine
	months ended	months ended
	February 29, 2020	February 29, 2020
GENERAL AND ADMINISTRATIVE
EXPENSES
Office and administration	$ 1,340	$4,275
Travel	-	2,874
Exchange and listing fees	1,738	26,212
Transfer agent fees	6,832	6,832
Professional fees	3,500	48,049
Total general and administrative expenses	(13,410)	88,242
LOSS AND COMPREHENSIVE LOSS FOR
THE PERIOD	$ (13,410)	$ (88,242)
Loss per common share
Basic and diluted loss per share	$ (0.01)	$ (0.04)
Weighted averagenumberofcommonshares	5,035,588	2,148,046

(The accompanying notes are an integral part of these financial statements)

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BRACHIUM CAPITAL CORP.

Condensed Interim Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars)

	Number of			Total
	common			shareholders'
	shares	Share capital	Deficit	equity
Balance, March 4, 2019 (Inception)	-	$ -	$ -	$ -
Common Shares issued for cash	2,800,000	140,000	-	140,000
Loss for the period	-	-	(12,963)	(12,963)
Balance as at May 31, 2019	2,800,000	140,000	(12,963)	127,037
Common Shares issued for cash	5,123,500	512,350	-	512,350
Share issue costs		(46,653)		(46,653)
Loss for the period	-	-	(88,242)	(88,242)
Balance as at February 29, 2020(unaudited)	7,923,500	$605,697	$ (101,205)	$504,492

(The accompanying notes are an integral part of these financial statements)

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BRACHIUM CAPITAL CORP. Condensed Interim Statement of Cash Flows (Unaudited) (Expressed in Canadian Dollars)

For the nine months ended February 29, 2020	For the nine months ended February 29, 2020	For the nine months ended February 29, 2020
CASH FLOWS FROM OPERATING ACTIVITIES Net loss Changes in non-cash working capital items: Accounts payable and accrued liabilities Prepaids Receivables		$ (88,242) 9,285 (6,191) (4,081)
Net cash used in operating activities		(89,229)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common shares Share issuance costs		512,350 (46,653)
Net cash provided by financing activities		465,697
Net change in cash during the period Cash, beginning of the period 140,000
Cash, end of the period		$516,468

(The accompanying notes are an integral part of these financial statements)

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BRACHIUM CAPITAL CORP. Notes to the Condensed Interim Financial Statements (unaudited) For the three and nine months ended February 29, 2020 (Expressed in Canadian Dollars)

1. Nature of Operations and Continuance of Operations

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

The Company commenced trading its common shares on the Exchange on December 5, 2020 under the symbol “BRAC.P”. 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 of the Exchange (“QT”). A CPC has 24 months form when the shares are listed on the Exchange to complete a QT. Such a transaction will be subject to shareholder and 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 potential QT.

These condensed interim financial statements have been prepared on the basis that the Company will continue as a going concern. The proposed business of the Company and the completion of a QT involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation

These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting (“IAS34”) using accounting policies consistent with the International Financial Reporting Standards (”IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). They do not include all financial information required for full annual financial statements and should be read in conjunction with the Audited Financial Statements of the Company for the period from incorporation on March 4, 2019 to May 31, 2019. There have been no significant changes in the judgements or estimates

The financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit and loss or fair value through other comprehensive income, which are stated at their fair value. The financial statements have been prepared using the accrual basis of accounting except for cash flow information. The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

(b) Significant Accounting Estimates and Judgments

The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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BRACHIUM CAPITAL CORP. Notes to the Condensed Interim Financial Statements (unaudited) For the three and nine months ended February 29, 2020 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (continued)

• (c) Financial Instruments

Financial instruments are measured on initial recognition at fair value, plus, in the case of financial instruments other than those classified at FVTPL, directly attributable transaction costs. Measurement of financial assets in subsequent periods depends on whether the financial instrument has been classified and measured at:

• i. Amortized cost;

• ii. Fair value through other comprehensive income (“FVOCI”);

• iii. Fair value through profit or loss (“FVTPL”)

All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. The classification determines the method by which financial assets are carried on the balance sheet subsequent to inception and how changes in value are recorded. Cash and cash equivalents, are measured at amortized cost with subsequent impairments recognized in the statements of operations and comprehensive loss. Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. Financial liabilities, other than financial liabilities classified as FVTPL, are measured in subsequent periods at amortized cost using the effective interest method. Accounts payable and accrued liabilities are classified as other financial liabilities and carried on the balance sheet at amortized cost.

(d) Share capital

Common shares (as defined below) are classified as equity. Transaction costs directly attributable to the issue of common shares and stock options are recognized as a deduction from equity, net of any tax effects.

From closing of the Company's IPO (See Note 5 – Subsequent Events) until completion of the QT, the Company is restricted by the Exchange Policies for CPCs and, accordingly, may not issue any units, warrants, or shares other than common shares and only after approval of the Exchange has been obtained. Options may entitle the holder to only acquire common shares of the Company and may only be granted to directors or officers of the Company or technical consultants who are consulting on the proposed QT.

• (e) Income Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

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BRACHIUM CAPITAL CORP. Notes to the Condensed Interim Financial Statements (unaudited) For the three and nine months ended February 29, 2020 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (continued)

• (e) Income Taxes (cont’d)

Deferred income tax

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(f) Loss Per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted loss per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive.

3. Accounts Payable and Accrued Liabilities

Accounts Payable Accrued Liabilities	February 29, 2020 May 31, 2019
	$ 22,248 $ 863 - 12,100
	$ 22,248 $ 12,963

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BRACHIUM CAPITAL CORP. Notes to the Condensed Interim Financial Statements (unaudited) For the three and nine months ended February 29, 2020 (Expressed in Canadian Dollars)

4. Share Capital

• a) Authorized:

unlimited Class A shares without par value (“common shares”)

unlimited preferred shares, issuable in series, without par value

• b) Issued and outstanding:

Issued	Number of common shares Amount
	7,923,500 $504,492

During the nine months ended February 29[th] , 2020, the Company completed a private placement with gross proceeds of $112,350 by issuing 1,123,500 common shares at the price of $0.10 per share.

On September 25, 2019, the Company filed a prospectus for the sale to the public of 4,000,000 common shares at a price of $0.10 per share for cash of $400,000 (the "Initial Public Offering"). The Initial Public cOffering closed December 3, 2019. Costs related to the issuance including the agent's commission, legal, and filing fees were $46,653 and are charged directly to share capital.

Pursuant to an escrow agreement signed, 2,800,000 common shares of the Company outstanding will be subject to a CPC Escrow Agreement. Under the CPC Escrow Agreement, it is anticipated that 10% of the escrowed common shares will be released escrow on the issuance of the Final Exchange Bulletin on completion of a QT (the “Initial Release”), and an additional 15% will be released on the dates that are 6 months, 12 months, 18 months, 24 months, 30 months and 36 months following the Initial Release. In the event that the Company is unable to complete a QT with certain limits the shares in escrow may be cancelled. Accordingly, these shares have been accounted for as contingently returnable and excluded from the calculation of loss per share. All other shares issued during the nine months ended February 29, 2020 are included in the calculation of loss per share.

c) Stock Options

The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with Exchange Policies, grant to directors, officers and technical consultants to the Company, nontransferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the common shares issued and outstanding from time to time. Such options are non-transferable and are exercisable at a price per share not below the closing trading price on the day before the date of grant for a period of up to ten years from the date of grant.

On December 3, 2019, the Company granted 792,350 non-transferable stock options to its directors to acquire 792,350 common shares at an exercise price of $0.10 per common share exercisable for a period of up to 5 years from the date the Company’s common shares are listed for trading on the Exchange.

Any common shares acquired pursuant to the exercise of options prior to completion of the QT, must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

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BRACHIUM CAPITAL CORP. Notes to the Condensed Interim Financial Statements (unaudited) For the three and nine months ended February 29, 2020 (Expressed in Canadian Dollars)

4. Share Capital (cont’d)

d) Warrants

Broker warrants	Number of warrants Expiry Date 400,000 December 3, 2021 Number of warrants Weighted average exercise price
Outstanding, May 31, 2019 400,000 $ - Issued - 0.10
Outstanding, February 29, 2020 400,000 $ 0.10

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