Tiny Ltd. — Management Reports 2020

Sep 29, 2020

Brachium Capital Corp.

Management Discussion and Analysis

For the Year Ended May 31, 2020 Prepared as of September 25, 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 May 31[st] , 2020 should be read together with the audited financial statements for the year ended May 31[st] , 2020 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 commenced trading its common class A 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.

Selected Financial Information

A summary of selected financial information for the year ended May 31, 2020 and the period from incorporation to May 31, 2019, is as follows:

	Year Ended May 31 , 2020	Period from incorporation being March 4, 2019 to May 31, 2019
Total Assets	$507,723	$140,000
Total Liabilities	7,950	12,963
Shareholders’ equity	499,773	127,037
Net loss	(145,262)	(12,963)
Lossper share	($0.05)	Nil

Results of Operations

The Company proposes to identify and evaluate businesses and assets with a view to completing a QT. Any proposed QT must be accepted by the Exchange and in the case of a Non‐Arm’s Length QT is also subject to Majority of the Minority Approval in accordance with Policy 2.4.

As at May 31[st] , 2020, the Company had no commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions. During the year ended May 31[st] , 2020, the Company incurred a net loss of $145,262 (2019 ‐ $12,963). The expenses related primarily to listing and Exchange fees and stock based compensation related to stock option issuances.

Summary of Quarterly Results

Historical quarterly financial information derived from the Company’s five most recently completed quarters from the date of incorporation on March 4, 2019 to May 31, 2020 is as follows:

	May 31 2020	February 29 2020	November 30 2019	August 31 2019	May 31 2019
Net loss	$(57,020)	$(13,410)	$(27,631)	$(47,201)	$(12,963)
Net lossper share	$(0.02)	$(0.00)	$(0.02)	$(0.04)	$0.00
Total assets	$507,723	$526,740	$198,888	$217,763	$140,000
Total liabilities	$7,950	$22,248	$34,334	$25,577	$12,963

Liquidity and Capital Resources

The Company’s liquidity and capital resources are as follows:

	May 31, 2020	May 31, 2019
Cash	$503,855	$140,000
Total current assets	507,723	140,000
Total current liabilities	7,950	12,963
Workingcapital	499,773	127,037

The annual 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 sale to the public of 4,000,000 common class A shares at a price of $0.10 per share for cash of $400,000 (the "Initial Public Offering"). The Initial Public Offering closed December 3, 2019. Costs related to the issuance including the agent's commission, legal, and filing fees were $53,778 and are charged directly to share capital.

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 identifying and completing its QT.

At May 31, 2020, the Company had cash of $503,855 (2019 ‐ $140,000) and working capital of $499,773 (2019 ‐ $127,037). The increase in working capital was primarily a result of proceeds received from the private placement and Initial Public Offering completed during the year offset by exchange and listing fees, and professional fees incurred during the year.

	May 31, 2020	May 31, 2019
Cash flow from (used) in: Operating activities Financingactivities	$(94,717) $458,572	$nil $140,000
Net increase (decrease) in cash Cash,beginningofyear	$363,855 $140,000	$140,000 $nil
Cash, end ofyear	$503,855	$140,000

Operating Activities

During the year ended May 31, 2020, the Company’s cash flow used in operating activities was $94,717 (2019 – $nil). This year’s increase was a result of the increase in expenditures incurred in professional fees and listing fees for the Company Initial Public Offering.

Financing Activities

During the year ended May 31, 2020, the Company’s cash flow generated from in financing activities was $458,572 (2019 – $140,000). This year’s increase was a result of the proceeds received from the private placement and Initial Public Offering completed during the year.

Related Party Transactions

During the year ended May 31[st] , 2020, the Company issued 792,350 options at an exercise price of $0.10 per share to officers and directors of the Company, with a fair value of $59,426.

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash, 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 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 QT. Should the Company be unable to complete 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.

Outstanding Share Data

The Company’s authorized share capital is an unlimited number of common class A shares without par value and an unlimited number of preferred shares, issuable in series. The following table summarizes the outstanding share capital as of May 31[st] , 2020 and as at September 25, 2020:

Issued and outstanding common shares Stock options outstanding Agent's options outstanding Fully diluted	Number of shares Exercise Price Expiry Date
	7,923,500 792,350 0.10 $ December 3, 2024 400,000 0.10 $ December 3,2021
	9,115,850

Business Risks

On August 17, 2020, the Company entered into a binding letter of intent with WeCommerce Holdings Ltd. (“WeCommerce”), which outlines the terms and conditions pursuant to which the Company and WeCommerce will complete a transaction that will result in a reverse take‐over of the Company by WeCommerce (the "Proposed Transaction"). The Proposed Transaction will be an arm's length transaction, and, if completed, will constitute the Company’s "Qualifying Transaction" (as such term is defined in Policy 2.4 ).

The Proposed Transaction is subject to the parties entering into a definitive agreement on or before October 15, 2020, or such other date as the Company and WeCommerce may mutually agree. Completion of the Proposed Transaction is also subject to a number of other conditions, including obtaining all necessary board, shareholder and regulatory approvals, including Exchange approval. Upon completion of the Proposed Transaction, the Company will carry on the business of WeCommerce.

Despite the Company entering into the letter of intent with respect of the Proposed Transaction, the Company does not have a business yet, and there is no guarantee that the Company will enter into a definitive agreement or that the Proposed Transaction will close.

Including risks related to the closing on the Proposed Transaction, 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.

Approval

On September 25[th] , 2020, the Board of Directors of Brachium Capital Corp. approved the disclosure contained in this MD&A.