Tiny Ltd. — Regulatory Filings 2020

Nov 17, 2020

BRACHIUM CAPITAL CORP. 250 HOWE STREET, 20TH FLOOR VANCOUVER, BRITISH COLUMBIA V6C 3R8

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF BRACHIUM CAPITAL CORP.

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of class A common shares (the “ Common Shares ”) in the capital of Brachium Capital Corp. (the “ Corporation ”) will be held at 1800 - 510 West Georgia Street, Vancouver, British Columbia, on Tuesday, December 8, 2020, at 10:00 a.m. (Vancouver Time) for the following purposes:

• 1 to receive the audited financial statements of the Corporation for the year ended May 31, 2020, together with the auditors’ reports thereon;

• 2 to fix the number of directors of the Corporation to be elected at the Meeting at four (4) and to elect the directors of the Corporation that will hold office until the earlier of the next general meeting of the Corporation or the completion of the Corporation’s proposed qualifying transaction with WeCommerce Holdings Ltd. (the “ Qualifying Transaction ”);

• 3 conditional on and effective upon the completion of the Qualifying Transaction, to fix the number of directors of the Corporation at five (5) and to elect the directors of the Corporation, as more fully described in the management information circular dated November 6, 2020 in respect of the Meeting (the “ Information Circular ”) accompanying this Notice of Meeting;

• 4 to re-appoint Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as the auditors of the Corporation and to authorize the board of directors of the Corporation to fix their remuneration;

• 5 conditional on and effective upon the completion of the Qualifying Transaction, to appoint KPMG LLP as the auditors for the Corporation and to authorize the board of directors of the Corporation to fix their remuneration;

• 6 to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying the Corporation’s ten percent (10%) rolling stock option plan (the “ Legacy Option Plan ”);

• 7 conditional on and effective upon the completion of the Qualifying Transaction, to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving a new ten percent (10%) rolling stock option plan to take effect and replace the Legacy Option Plan immediately upon completion of the Qualifying Transaction, as more particularly described in the Information Circular;

• 8 to consider and, if deemed advisable, to pass an ordinary resolution to approve a consolidation of all of the outstanding Common Shares on the basis of one (1) post-consolidation Common Share for up to every thirty-seven (37) pre-consolidation Common Shares, as determined by the board of directors of the Corporation; and

• 9 to transact such further or other business as may properly come before the Meeting or any postponements or adjournments thereof.

THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ABOVE REFERENCED RESOLUTIONS AT THE MEETING.

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The Corporation’s accompanying Information Circular provides additional information relating to each of the matters to be addressed at the Meeting and is deemed to form part of this Notice of Meeting. The board of directors of the Corporation has fixed November 4, 2020 as the record date (the “ Record Date ”) for the determination of Shareholders entitled to receive notice of and vote at the Meeting. Any persons who were not holders of Common Shares and who acquired Common Shares after the Record Date will not be entitled to receive notice of or vote those Common Shares at the Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. In March 2020, the World Health Organization declared COVID-19 a pandemic, and the British Columbia government declared a state of emergency in the same month and introduced plans to reduce public gatherings and non-essential travel. In light of ongoing concerns related to the spread of COVID-19, Shareholders are strongly encouraged not to attend the Meeting but instead to vote on matters at the Meeting by proxy.

Whether or not Shareholders are able to attend the Meeting, Shareholders are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Information Circular. In order to be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc. (“ Computershare ”), at its office at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada, V6C 3B9, or by its toll free fax number 1-604-661-9549 by 10:00 a.m. (Vancouver Time) on December 4, 2020 or, in the event of a postponement or adjournment of the Meeting, at least forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. Please advise Computershare of any change in your mailing address. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion, without notice.

The Corporation will follow the guidance and orders of government and public health authorities regarding COVID-19, including those restricting the size of public gatherings. To help mitigate the risk of the spread of COVID-19, the Meeting will be made available by teleconference call, and all Shareholders are encouraged to vote on the matters at the Meeting by proxy, using our management proxyholder(s) to limit the number of attendees, and to listen to the Meeting by teleconference call. Only registered Shareholders, non-registered Shareholders who have followed the procedures described in the Information Circular and their respective proxyholders will be entitled to attend the Meeting in person. You should not attend the Meeting if you or someone with whom you have been in close contact with are experiencing any cold or flulike symptoms, or if you or someone with whom you have been in close contact have travelled to/from outside of Canada within the fourteen (14) days prior to the Meeting.

A Shareholder who does not attend the Meeting in person may listen to the Meeting through teleconference call, commencing at 10:00 a.m. (Vancouver time) on December 8, 2020; however, such Shareholders will not be able to vote or speak at, or otherwise participate in, the Meeting via the teleconference call. Such Shareholders may also submit questions in advance of the Meeting by email to monica.wong@nortonrosefulbright.com, which may, subject to Shareholder verification and confirmation of the relevance and subject matter, be addressed at the Meeting. The toll-free dial-in number for participants is (877) 205-6682, conference ID: 5158476026. All Shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the Information Circular. There will be no voting via teleconference at the Meeting.

The Corporation may take any additional precautionary measures that we consider necessary in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (a) holding the Meeting virtually or by providing a webcast of the Meeting; (b) hosting the Meeting solely by means of remote communication; (c) changing the Meeting date and/or changing the means of holding the Meeting; (d) denying access to persons who exhibit cold or flu-like symptoms or who have or have been in contact with someone who has travelled outside of Canada within the fourteen (14) days immediately prior to the Meeting; and (e) such other measures as may be recommended by public health authorities in connection with gatherings of persons, such as the Meeting. Should we determine that changes to the Meeting are required, we will announce these changes by news release, which will be filed on SEDAR. We recommend that you view our SEDAR profile prior to the Meeting for the most current information. We do not intend to prepare or mail amended proxy and Meeting materials if changes are required to the format of the Meeting.

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DATED at Vancouver, British Columbia this 6[th] day of November, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF BRACHIUM CAPITAL CORP.

“Bryant Pike”

Chief Executive Officer

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