Tiny Ltd. — Regulatory Filings 2020

Dec 15, 2020

Notice of Change in Corporate Structure Pursuant to Section 4.9 of National Instrument 51-102

Item 1 Names of the Parties to the Transaction

WeCommerce Holdings Ltd. (formerly, Brachium Capital Corp.) (the “ Issuer ”), 1275787 B.C. Ltd., a wholly-owned subsidiary of the Issuer (“ Subco ”) and WeCommerce Holdings Ltd. (“ WeCommerce Privateco ”).

Item 2 Description of the Transaction

On December 9, 2020, the Issuer completed its Qualifying Transaction (the “ Transaction ”), as defined in the policies of the TSX Venture Exchange (the “ TSXV ”) pursuant to which WeCommerce Privateco amalgamated with Subco pursuant to an amalgamation agreement dated November 25, 2020 (the “ Amalgamation Agreement ”).

In connection with the closing of the Transaction (the “ Closing ”):

• the Issuer consolidated its issued and outstanding Class A common shares on a 36.9763 to 1 basis (each post-consolidation Class A common share, a “ Common Share ”) (the “ Consolidation ”);

• WeCommerce Privateco and Subco amalgamated and changed the name of the amalgamated entity to “WeCommerce Operations Ltd.”;

• the Issuer changed its name from “Brachium Capital Corp.” to “WeCommerce Holdings Ltd.”;

• issued 27,175,891 Common Shares to the former shareholders of WeCommerce Privateco;

• issued 8,571,418 Common Shares on a conversion and exchange of subscription receipts (“ Subscription Receipts ”) issued in connection with the concurrent financing for the Transaction, pursuant to which the Issuer raised aggregate gross proceeds of $60,000,871; and

• appointed new directors and officers,

all as further described in the Issuer’s news release dated December 9, 2020 and in the Issuer’s filing statement dated November 30, 2020 (the “ Filing Statement ”) with respect to the Transaction, which is available under the Issuer’s profile on SEDAR at www.sedar.com.

Following the Closing, the Issuer and WeCommerce Operations Ltd. completed a short form vertical amalgamation.

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Effective at the opening of trading on December 14, 2020, the Issuer resumed trading as a Tier 1 Technology Issuer on the TSXV under the symbol “WE”.

Item 3 Effective Date of the Transaction December 9, 2020. Item 4 Names of each Party, if any, that ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity Not applicable. Item 5 Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction The Issuer’s first financial year end subsequent to the completion of the Transaction is December 31, 2020. Item 6 Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year Subsequent to the Transaction

The Issuer’s first financial year end subsequent to the completion of the Transaction is December 31, 2020.

Period and Ending Date	Comparative Period and Ending Date
Audited financial statements for the	12 months ended December 31, 2019
year ended December 31, 2020
Interim financial statements for the	Three months ended March 31, 2020
three month period ended March 31,
2021
Interim financial statements for the six	Six months ended June 30, 2020
monthperiod endedJune30,2021
Interim financial statements for the	Nine months ended September 30, 2020
nine month period ended September
30, 2021
Audited financial statements for the	12 months ended December 31, 2020
year ended December 31, 2021

Item 7 Documents filed under NI 51-102 that describe the transaction and where they can be found in electronic format

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For a detailed summary of the Transaction and related transactions, please refer to the following documents of the Issuer which are available under the Issuer’s profile on SEDAR at www.sedar.com:

• News Releases dated August 17, 2020, October 29, 2020, November 26, 2020, November 30, 2020 and December 9, 2020

• Filing Statement dated November 30, 2020

• Material Change Report dated November 25, 2020

• Amalgamation Agreement filed on November 27, 2020

• Agency Agreement filed on December 7, 2020

• Subscription Receipt Agreement filed on December 7, 2020

December 15, 2020

WECOMMERCE HOLDINGS LTD.

Per: (s) Evan Brown

Authorized Signatory