Tiny Ltd. — Regulatory Filings 2021

Jun 15, 2021

WECOMMERCE HOLDINGS LTD. OFFERING OF COMMON SHARES

June 15, 2021

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

ISSUER: WeCommerce Holdings Ltd. (the "Company") ISSUE: 2,500,000 common shares of the Company ("Shares"). AMOUNT: $30,000,000.

ISSUE PRICE: $12.00 per Share.

OVER-ALLOTMENT OPTION:

CONCURRENT PRIVATE SALE:

The Underwriters will have an option to purchase up to an additional 15% of the Issue at the Issue Price from Treasury to cover over-allotments, exercisable in whole or in part at any time until 30 days after Closing.

Concurrent with the Issue, Tiny Capital Ltd. (“Tiny”) and Freemark Partners Holding Company (“Freemark”) (together, the "Private Sale Purchasers") have agreed to enter into a private sale agreement with Ben Moore currently CEO of the Company’s subsidiary, Pixel Union Design Ltd. to purchase from Moore an aggregate of 41,667 Shares at the Issue Price (the "Concurrent Private Sale"). No commission or other fee will be paid in connection with the Concurrent Private Sale. Shares issued to the Private Sale Purchasers will be subject to a 90 day hold period from the Closing (as defined below). Closing of the Issue is not conditional on closing of the Concurrent Private Sale and closing of the Concurrent Private Sale is not conditional on closing of the Issue. Closing of the Issue and the Concurrent Private Sale shall occur on the Closing.

USE OF PROCEEDS: The net proceeds from the Issue will be used by the Company to fund strategic acquisitions and for general corporate purposes. The Company will not receive any proceeds from the Concurrent Private Sale.

LISTING:

• The Shares are listed on the TSX Venture Exchange under the symbol “WE”.

FORM OF OFFERING: Public offering in all provinces of Canada by way of a short form prospectus.

Private placement in the United States to “qualified institutional buyers” pursuant to Rule 144A of the U.S. Securities Act of 1933.

FORM OF UNDERWRITING: Bought deal, subject to a mutually acceptable underwriting agreement containing “disaster out”, “regulatory out”, “material adverse change out” and “material breach” clauses running to Closing.

• ELIGIBILITY FOR INVESTMENT: Eligible for RRSPs, RRIFs, RDSPs, RESPs, DPSPs and TFSAs.

• BOOKRUNNERS: TD Securities Inc. and Canaccord Genuity Corp.

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WECOMMERCE HOLDINGS LTD.

OFFERING OF COMMON SHARES

June 15, 2021

UNDERWRITING FEE: 6.00% of the aggregate gross proceeds of the Issue (including any exercised portion of the Over-Allotment Option).

CLOSING: July 7, 2021

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