Tiny Ltd. — Regulatory Filings 2023

Apr 20, 2023

Form 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Tiny Ltd. (“Tiny” or the “Company”) 400 – 1152 Mainland Street Vancouver, BC V6B 4X2

Item 2. Date of Material Change

April 17, 2023

Item 3. News Release

A news release dated April 18, 2023 was disseminated via Newsfile.

Item 4. Summary of Material Change

On April 17, 2023, Tiny Ltd. (formerly WeCommerce Holdings Ltd.) closed the transaction whereby Tiny Capital Ltd. (“Tiny Capital”) and WeCommerce Holdings Ltd. (“WeCommerce”) combined their businesses in an all-share transaction by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) (the "Transaction").

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On April 17, 2023, Tiny Ltd. (formerly WeCommerce Holdings Ltd.) closed the transaction whereby Tiny Capital and WeCommerce combined their businesses in an allshare transaction by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia).

Pursuant to the Transaction: (i) Tiny Capital amalgamated with a wholly owned subsidiary of WeCommerce (“Subco”) to form a new company (“Amalco”); (ii) WeCommerce acquired all of the issued and outstanding common shares of Tiny Capital (“Tiny Shares“) and issued 146,429,569 Class A common shares of WeCommerce (the “WeCommerce Shares”) to the former Tiny Capital shareholders as consideration therefor; and (iii) 11,454,725 Class A common shares of WeCommerce previously held by Tiny Capital and Tiny Holdings Ltd. were cancelled. In advance of the closing of the Transaction, WeCommerce, through its wholly owned affiliate WeCommerce Holdings Limited Partnership, entered into an amended and restated credit facility with JPMorgan Chase Bank, N.A., on substantially the same terms as the existing credit facility, which replaces WeCommerce’s existing credit facility with JPMorgan Chase Bank, N.A.

The Transaction was approved at the Company’s special meeting of shareholders on April 11, 2023. The Transaction was considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSX Venture Exchange ("TSXV"). As a result, the Transaction was subject to minority shareholder approval under MI 61-101 and the policies of the TSXV, and the ordinary resolution approving the

Transaction excluded votes in respect of WeCommerce Shares owned by, or over which control or direction is exercised, directly or indirectly, by Andrew Wilkinson.

Neither the Company nor any director or senior officer of the Company, after reasonable inquiry, has knowledge of any “prior valuation” (as defined in MI 61-101) in respect of the Company that has been made in the 24 months prior to the date of this material change report.

Given that the securities of WeCommerce were listed on the TSXV, the Company relied upon the exemption described in Section 5.5(b) of MI 61-101 (Issuer Not Listed on Specified Markets), which provides that an issuer is exempt from the formal valuation requirement if none of its securities are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the AIM Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group PLC.

Upon completion of the Transaction, the issued and outstanding share capital of the Company consists of 177,219,339 Common Shares.

Immediately following the closing of the Transaction: (i) WeCommerce completed a vertical amalgamation with Amalco; (ii) the Company changed its name from “WeCommerce Holdings Ltd.” to “Tiny Ltd.” (effective April 18, 2023); and (iii) the Company continued its corporate existence to become a federal corporation governed by the Canada Business Corporations Act (effective April 18, 2023).

The Company's new CUSIP number will be 88770A100 and its new ISIN will be CA88770A1003. Shareholders of the Company are not required to take any action with respect to the name change and are not required to exchange their existing share certificates or direct registration statements advice (“DRS”) for new certificates or DRS bearing the Company's new name. The Company's transfer agent, Computershare Investor Services Inc., will send registered shareholders a new DRS representing the Common Shares under the new CUSIP and ISIN numbers. The Common Shares will be listed on the TSX Venture Exchange and are expected to commence trading under the new trading symbol “TINY” on or about Thursday April 20, 2023.

The Company’s board of directors remains unchanged, consisting of the following directors: Andrew Wilkinson (Chair), Chris Sparling (Vice-Chair), Carla Matheson, Shane Parrish and Tim McElvaine.

The officers of the Company are: Andrew Wilkinson (Co-CEO), Chris Sparling (CoCEO), David Charron (Chief Financial Officer and Corporate Secretary) and Ampere Chan (President).

Full details of the Transaction and certain other matters are set out in the Company’s management information circular dated March 6, 2023 (the “Circular”). A copy of the Circular can be found under the Company’s SEDAR profile on SEDAR at www.sedar.com.

Pursuant to the Transaction, Andrew Wilkinson, Chair and co-CEO of the Company acquired control over (i) 69,587,604 Common Shares, through the issuance of such

shares to A. Wilkinson Holdings Ltd. ("Wilkinson Holdings"); (ii) 10,380,711 Common Shares, through the issuance of such shares to Wilkinson Ventures Ltd. (“Wilkinson Ventures”) and (iii) 44,367,702 Common Shares, through the issuance of such shares to 1360641 B.C. Ltd. (“1360641”), each being entities controlled by Mr. Wilkinson and all of which Common Shares were issued in exchange for the Tiny Shares held by such entities prior to completion of the Transaction. Following the closing of the Transaction, 1360641 B.C. Ltd. donated 2,551,021 Common Shares to the Wilkinson Family Foundation, a charitable foundation that was founded by Andrew Wilkinson in 2021 (the “Donation”). Mr. Wilkinson no longer exerts control or direction over the Common Shares subject to the Donation. On a non-diluted basis and after giving effect to (i) the Donation and (ii) the cancellation of 11,454,725 Common Shares controlled by Mr. Wilkinson pursuant to the Transaction, Mr. Wilkinson now exercises control over 121,784,996 (68.72%) of the Common Shares. Mr. Wilkinson currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Wilkinson may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Transaction, Chris Sparling, Vice-Chair and co-CEO of the Company acquired control over 18,143,199 Common Shares and all of which Common Shares were issued in exchange for the Tiny Shares held by Mr. Sparling prior to completion of the Transaction. On a non-diluted basis, Mr. Sparling exercises control over 18,143,199 (10.24%) of the Common Shares. Mr. Sparling currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Sparling may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not Applicable.

Item 7. Omitted Information

Not Applicable.

Item 8. Executive Officer

David Charron Chief Financial Officer & Corporate Secretary 416-418-3881

Item 9. Date of Report

Dated April 20, 2023.