Tiny Ltd. — Regulatory Filings 2021

Jul 13, 2021

WECOMMERCE HOLDINGS LTD.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

WeCommerce Holdings Ltd. (“ WeCommerce ” or the “ Company ”) #101 - 524 Yates Street Victoria, British Columbia V8W 1K8

Item 2. Date of Material Change

July 7, 2021

Item 3. News Release

A news release with respect to the material change referred to in this report was disseminated through the facilities of Business Wire on July 7, 2021 and subsequently filed on SEDAR at www.sedar.com.

Item 4.

Summary of Material Change

On July 7, 2021, the Company announced the closing of its previously announced bought deal financing, pursuant to which the Company issued a total of 2,810,000 class A common shares of WeCommerce, at a price of $12.00 per class A common share, which included 310,000 class A common shares issued pursuant to the partial exercise of the over-allotment option, for gross proceeds of approximately $33.7 million.

The Company also provided an update on a previously announced private sale of class A common shares among certain significant shareholders of the Company.

Item 5. Full Description of Material Change

On July 7, 2021, the Company announced the closing of its previously announced bought deal financing (the “ Offering ”).

The Company issued a total of 2,810,000 class A common shares (the “ Shares ”) of WeCommerce, at a price of $12.00 per Share (the “ Offering Price ”), which included 310,000 Shares issued pursuant to the partial exercise of the overallotment option, for gross proceeds of approximately $33.7 million.

The Shares were offered on a bought deal basis by a syndicate of underwriters led by TD Securities Inc. and Canaccord Genuity Corp. (the “ Lead Underwriters ”) and Raymond James Ltd. and Stifel Nicolaus Canada Inc. (together with the Lead Underwriters, the “ Underwriters ”).

In connection with the Offering, the Company paid the Underwriters a cash fee of 6% of the aggregate gross proceeds raised from the Offering.

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The Company intends to use the net proceeds of the Offering for strategic acquisitions and for working capital and general corporate purposes.

The Company previously announced that two significant shareholders of the Company, Tiny Capital Ltd. and Freemark Partners Holding Company (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 same price per Share as the Offering Price (the " Private Sale "). The Private Sale is expected to close in the coming days.

The securities offered have not been and will not be registered under the United States Securities Act of 1933 , as amended, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This material change report shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Item 6. Reliance on 7.1(2) of National Instrument 51-102

This report is not being filed on a confidential basis.

Item 7. Omitted Information

No information has been omitted.

Item 8. Executive Officer

For further information, please contact:

Alex Persson, President and Interim Chief Financial Officer 917 364-7085

Item 9. Date of Report

July 13, 2021

- Cautionary Note Regarding Forward Looking Information:

This material change report contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding the use of proceeds from the Offering; and the timing of closing of the Private Sale.

Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements or information, including the Company’s ability to obtain all necessary regulatory approval to complete the Offering and the other factors disclosed under “Risk Factors” in the Annual Information Form dated April 21, 2021.

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Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions, including COVID-19.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this material change report.