2023 05 30 Tiny Capital LTD Q4 2022 Financial Statements

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NOTICE TO READER

These consolidated audited annual financial statements of Tiny Capital Ltd. for the financial years
ended December 31, 2022 and December 31, 2021, have been revised (the “Restated Financial
Statements”) from the original version that was filed on SEDAR on May 1, 2023 and are being
refiled in order to revise the presentation of the following items:

• Statement of Financial Position and Statement of Changes in Equity: Reclassification


of $6.3 million of preferred shares (liability) to share capital (equity) in connection with
the conversion of the preferred shares to common shares on December 1, 2022
• Statement of Cash Flows: Reclassification of $7.7 million of cash outflow from financing
activity to operating activity as the $7.7 million declared dividend was paid subsequent to
year end and remained as a payable as at December 31, 2022.

These Restated Financial Statements now include the revised presentation of the items noted
above. The related Management’s Discussion and Analysis for the financial years ended December
31, 2022 and December 31, 2021, which was filed on SEDAR on May 1, 2023 has also been
revised to reflect the effects of the restatement and is being refiled concurrently with the Restated
Financial Statements.
Consolidated Financial Statements
(Expressed in Canadian dollars)

TINY CAPITAL LTD.


And Independent Auditor’s Report thereon
Years ended December 31, 2022 and 2021
KPMG LLP
PO Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada
Telephone (604) 691-3000
Fax (604) 691-3031

INDEPENDENT AUDITOR’S REPORT


To the Board of Directors of Tiny Capital Ltd.

Opinion
We have audited the consolidated financial statements of Tiny Capital Ltd. (the Entity), which
comprise:

• the consolidated statements of financial position as at December 31, 2022 and December 31, 2021
• the consolidated statements of net income and comprehensive income for the years then ended
• the consolidated statements of changes in equity for the years then ended
• the consolidated statements of cash flows for the years then ended
• and notes to the consolidated financial statements, including a summary of significant accounting
policies

(Hereinafter referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the
consolidated financial position of the Entity as at December 31, 2022 and December 31, 2021, and its
consolidated financial performance and its consolidated cash flows for the years then ended in
accordance with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (“IASB”).

Basis for Opinion


We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the “Auditor’s Responsibilities for the
Audit of the Financial Statements” section of our auditor’s report.

We are independent of the Entity in accordance with the ethical requirements that are relevant to our
audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in
accordance with these requirements.

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global
organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. KPMG Canada provides services to KPMG LLP.
Document classification: Confidential.
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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.

Emphasis of Matter – Restatement of Financial Statements

We draw attention to Note 2(d) to the financial statements which describes i) that the financial statements
that we originally reported on May 1, 2023 have been amended, and ii) the matter that gives rise to the
amendment of the financial statements.

Our opinion is not modified in respect of this matter.

Other Information
Management is responsible for the other information. Other information comprises the information
included in Management’s Discussion and Analysis filed with the relevant Canadian Securities
Commissions.

Our opinion on the financial statements does not cover the other information and we do not and will not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit and remain alert for indications that the
other information appears to be materially misstated.

We obtained the information included in Management’s Discussion and Analysis filed with the relevant
Canadian Securities Commissions as at the date of this auditor’s report. If, based on the work we have
performed on this other information, we conclude that there is a material misstatement of this other
information, we are required to report that fact in the auditor’s report.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for


the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (“IASB”)., and for such internal control asmanagement determines is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Entity’s ability to
continue as a going concern, disclosing as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Entity or to cease
operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity’s financial reporting process.
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Auditor’s Responsibilities for the Audit of the Financial Statements


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Canadian generally accepted auditing standards will always detect a material
misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise
professional judgment and maintain professional skepticism throughout the audit.

We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Entity's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions may cause the Entity to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

• Communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
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• Provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the group Entity to express an opinion on the financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.

Chartered Professional Accountants

Vancouver, Canada
May 30, 2023
TINY CAPITAL LTD.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)

December 31, 2022 and 2021

Notes 2022 2021


Restated (note 2(d))

Assets
Current assets:
Cash and cash equivalents $ 31,201,836 $ 27,144,873
Trade and other receivables 5 12,797,523 7,544,060
Due from related parties 16 1,312,385 86,676
Derivatives - 505
Lease receivable 11 102,112 -
Prepaid expenses 1,616,268 1,690,703
Other current assets 81,690 -
47,111,814 36,466,817

Capital assets 6 6,713,154 6,153,959


Intangible assets 7 45,520,370 29,734,471
Right-of-use assets 11 567,326 842,113
Goodwill 8 33,014,522 19,380,920
Investments 9 32,860,602 30,265,527
Derivatives 215,387 -
Lease receivable 11 222,073 -
Other assets 1,753,993 2,015,917
Deferred tax assets 17 762,626 502,294

$ 168,741,867 $ 125,362,018

Liabilities and Shareholders' Equity


Current liabilities:
Trade and other payables 10 $ 33,787,495 $ 19,334,904
Debt 12 3,085,000 2,925,000
Income taxes payable 17 2,236,957 3,665,748
Due to related parties 16 8,406 392,256
Preferred shares - 6,326,716
Lease liabilities 11 207,215 332,260
Contingent consideration payable 501,630 467,911
Derivatives 586,364 -
Deferred revenue 15 5,621,605 5,873,095
46,034,672 39,317,890

Deferred tax liabilities 17 6,699,603 6,015,230


Lease liabilities 11 953,205 542,968
Contingent consideration payable 9,478,148 714,864
Debt 12 66,708,864 5,487,852
129,874,492 52,078,804
Equity:
Share capital 6,932,471 405,175
Contributed surplus 39,451,612 37,140,245
Reserves 4,364,333 3,780,908
Accumulated other comprehensive income (loss) 1,618,113 (2,935,593)
Retained earnings (deficiency) (23,835,350) 24,431,394
Non-controlling interest 10,336,196 10,461,085
38,867,375 73,283,214
Contingencies and Commitment (note 21)
Subsequent events (notes 21 and 23)

$ 168,741,867 $ 125,362,018

The accompanying notes are an integral part of these consolidated financial statements.

Approved on behalf of the Board:

(Signed) “Andrew Wilkinson” (Signed) “Chris Sparling”


Director Director

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TINY CAPITAL LTD.
Consolidated Statements of Net Income and Comprehensive Income
(Expressed in Canadian dollars)

Years ended December 31, 2022 and 2021

Notes 2022 2021

Revenue 20 $ 153,663,188 $ 110,847,038

Expenses:
Wages 68,563,028 51,437,941
Marketplace content costs 20,140,511 -
Travel, meals and entertainment 1,875,042 891,934
Share based payments (recovery) 4,461,520 (120,520)
Professional fees 7,495,213 3,577,780
Office and general 7,346,229 6,742,393
Management and strategic fees - 1,420,694
Bank charges 560,511 219,843
Hosting fees 8,501,731 6,270,735
Depreciation and amortization 4,881,837 3,300,487
Business acquisition costs 709,479 -
Bad debts 302,930 263,114
Advertising and promotion 6,578,126 4,276,142
131,416,157 78,280,543

Earnings from operations 22,247,031 32,566,495

Gain on sale of subsidiary - 13,027,764


Gain on sale of intangibles 2,808,336 -
Share of loss from associates (8,577,528) (248,005)
Interest expense (2,303,421) (223,873)
Other income 1,314,191 744,550
Other expense (1,448,603) (317,982)
Fair value gain (loss) on investments (1,055,503) 1,031,307

Profit before income taxes 12,984,503 46,580,256

Current income tax expense 17 (7,471,121) (8,669,729)


Deferred tax expense 17 (107,593) (1,309,041)

Net income for the year $ 5,405,789 $ 36,601,486

Attributable to:
Parent’s interest $ 3,358,953 $ 34,174,674
Non-controlling interests 2,046,836 2,426,812
5,405,789 36,601,486
Other comprehensive income:
Foreign exchange gain (loss) on
translating foreign operations 5,213,361 (196,307)

Total comprehensive income $ 10,619,150 $ 36,405,179

Attributable to:
Parent’s interest $ 7,920,091 $ 34,027,439
Non-controlling interest 2,699,059 2,377,740

$ 10,619,150 $ 36,405,179

Earnings per share


Basic 18 $ 3.12 $ 31.84
Diluted 18 3.12 31.84

The accompanying notes are an integral part of these consolidated financial statements.

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TINY CAPITAL LTD.
Consolidated Statements of Changes in Equity
(Expressed in Canadian dollars)

Years ended December 31, 2022 and 2021

Share Accumulated
capital Common other Non- Total
(Restated - shares Contributed comprehensive Retained controlling (Restated -
note 2(d)) number Reserves surplus income (loss) earnings interest note 2(d))

Balance at January 1, 2021 $ 207,565 1,079,461 $ 5,481,510 $ 31,695,651 $ (2,607,714) $ 8,033,182 $ 11,511,779 $ 54,321,973
Stock options exercised - - - - - - 173,615 173,615
Acquisition of Frosty - - - - - - 1,090,428 1,090,428
Sale of Mealime (2,970) - - - - (2,220,742) (2,223,712)
Acquisition of shares of subsidiary - - (1,580,098) - (42,053) - (434,878) (2,057,029)
Share-based payments 200,580 - (120,504) - (138,591) - - (58,515)
Comprehensive income for the year - - - - (147,235) 34,174,674 2,377,740 36,405,179
Contribution in lieu of
dividend payable - - - 5,444,594 - - - 5,444,594
Dividends - - - - - (17,776,462) (2,036,857) (19,813,319)

Balance at December 31, 2021 405,175 1,079,461 3,780,908 37,140,245 (2,935,593) 24,431,394 10,461,085 73,283,214

Stock options exercised - 3,263 (1,291) - - - - (1,291)


Acquisition of non-controlling
interest - - (1,373,690) - (7,432) - (408,722) (1,789,844)
Conversion of preferred shares into 6,326,716 14,388 6,326,716
common shares
Issuance of shares - 690,223 - - - - 25,060 25,060
Share-based payments 200,580 - 1,958,406 2,311,367 - - - 4,470,353
Comprehensive income for the year - - - - 4,561,138 3,358,953 2,699,059 10,619,150
Dividends - - - - - (51,625,697) (2,440,286) (54,065,983)

Balance at December 31, 2022 $ 6,932,471 1,787,335 $ 4,364,333 $ 39,451,612 $ 1,618,113 $ (23,835,350) $ 10,336,196 $ 38,867,375
The accompanying notes are an integral part of these consolidated financial statements.

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TINY CAPITAL LTD.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)

Years ended December 31, 2022 and 2021

2022 2021
Restated (note 2(d))

Cash provided by (used in):

Operations:
Net income $ 5,405,789 $ 36,601,486
Items not involving cash:
Depreciation and amortization 4,881,837 3,300,487
Share based payments (recovery) 4,461,520 (120,520)
Finance expense 2,303,421 201,279
Unrealized gain on investment (1,055,503) (1,031,307)
Loss (gain) on disposal of assets 214,890 261,920
Gain on sale of subsidiary - (13,027,764)
Bad debt expense 302,930 263,114
Other income - (40,000)
Fair value adjustment to forward contracts 625,084 585,451
Share of loss from associate 8,577,528 248,005
Gain on sale of intangibles (2,808,336) -
Gain on redemption of redeemable shares in subsidiary (249,900) -
Unrealized foreign exchange loss 720,857 5,790
Current income tax expense 7,471,121 8,669,729
Deferred income tax expense 107,593 1,309,041
30,958,831 37,226,711
Changes in non-cash working capital (note 17) (480,065) 807,314
Income taxes paid (8,899,912) (8,449,959)
Cash provided by (used in) operating activities 21,578,854 29,584,066

Financing:
Acquisition of NCI (1,789,844) (2,057,008)
Dividends paid to NCI (2,440,286) (2,036,857)
Dividends paid (43,922,055) (11,902,509)
Stock options exercised in subsidiaries (1,291) 173,615
Proceeds from share issue 25,060 -
Debt, funds received 76,556,528 8,255,321
Debt, funds repaid (14,497,405) (4,821,665)
Interest paid on debt (1,688,171) (10,537)
Debt issuance costs (736,792) -
Interest paid on lease payment (67,950) (63,473)
Principal portion of lease payments (428,100) (485,370)
Cash provided by (used in) financing activities 11,009,694 (12,948,483)

Investing:
Purchase of investment (8,821,605) (14,443,501)
Purchase of capital assets (1,251,205) (5,872,978)
Acquisition of subsidiaries, net of cash acquired (17,658,403) (590,810)
Purchase of intangible assets (3,047,935) (140,586)
Proceeds from disposal of assets 2,849,480 6,769
Proceeds from sale of a business - 13,545,881
Contingent consideration (601,917) -
Cash provided by (used in) investing activities (28,531,585) (7,495,225)

Increase in cash and cash equivalents 4,056,963 9,140,358

Cash and cash equivalents, beginning of year 27,144,873 18,004,515

Cash and cash equivalents, end of year $ 31,201,836 $ 27,144,873

Supplementary cashflow information (note 19)

The accompanying notes are an integral part of these consolidated financial statements.

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TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

1. Incorporation and nature of activities:

Tiny Capital Ltd. (“Tiny”) was incorporated under the British Columbia Business Corporations Act on
January 14, 2016. Tiny is an investment platform that invests in a variety of businesses either directly, through
operating subsidiaries, or through a private equity fund where it serves as the general partner. Through its
operating subsidiaries and equity investees, including Dribbble Holdings Ltd. (“Dribbble”) and Beam Digital
Ltd. (“Beam”), Tiny engages in a variety of technology enabled businesses including digital product design
and engineering agency services, and operating a creative community network and digital asset marketplace.

Prior to December 31, 2022, Tiny had a 24.6% in Beam while the remaining 75.4% was held by entities
controlled by Tiny’s controlling shareholder. On December 31, 2022, Tiny purchased the remaining 75.4% of
Beam, resulting in Beam becoming a wholly-owned subsidiary. The acquisition of Beam is a transaction
between entities under common control since Beam is ultimately controlled by the same party before and after
the purchase of the remaining 75.4% by Tiny. This transaction has been recorded at the carrying value of the
assets and liabilities at the acquisition date. These financial statements are presented on a consolidated basis,
with Tiny as the ultimate parent. Management has adopted the predecessor basis of accounting, whereby
Beam’s results and operation and financial position are included in these financial statements at historical
amounts recorded by Beam as if Beam has always been wholly owned by Tiny.

Tiny maintains its registered office at 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3.

COVID-19:

The Company has assessed the economic impacts of COVID-19 on its consolidated financial statements. As
at December 31, 2022, management has determined that the Company’s results of operations and financial
positions are not materially impacted. In making this judgment, management has assessed various criteria
including, but not limited to, existing laws, regulations, orders, disruptions and potential disruptions in
commodity prices and capital markets. While the Company has not experienced any significant negative
impact to date, the extent to which communicable diseases may impact future business activity or financial
results, and the duration of any such negative impact, will depend on future developments, which are highly
uncertain and unknown at this time.

2. Basis of preparation:

These consolidated financial statements are prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were approved and authorized for issuance by the Board of Directors
on May 1, 2023.

These consolidated financial statements have been prepared on a historical cost basis, except for certain
financial instruments measured at fair value.

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TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

2. Basis of preparation (continued):

(a) New and amended standards adopted by the Company:

The Company has applied the following amendments for the first time for their annual reporting period
commencing January 1, 2022:

• Reference to the Conceptual Framework in IFRS 3 Business Combinations

• Property, Plant and Equipment – Proceeds before Intended Use in IAS 16; and

• Onerous Contracts – Cost of Fulfilling a Contract under IAS 37

The amendments listed above did not have any impact on the amounts recognized in prior periods and
are not expected to significantly affect the current or future periods.

(b) New standards and interpretations not yet adopted:

Certain new accounting standards, amendments to accounting standards and interpretations have been
published that are not mandatory for December 31, 2022 reporting periods and have not been early
adopted by the Company. These standards, amendments or interpretations are not expected to have a
material impact on the Company in the current or future reporting periods or on foreseeable future
transactions.

(c) Use of judgments and estimates:

The preparation of these consolidated financial statements requires management to make certain
estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the
date of the consolidated financial statements and the reported revenue and expenses during the period.
Actual results could differ from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances. Accounting estimates will, by definition, seldom equal the actual results.

Revisions to accounting estimates are recognized in the period in which the estimates are revised and in
any future periods affected.

The key areas of estimates applied in the preparation of these consolidated financial statements that
could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

(i) Revenue recognition, unbilled revenue and deferred revenue:

For certain of its revenue streams, the Company recognizes revenue based on the extent of progress
in each period towards completion of the performance obligation. The extent of progress towards
completion is based on internal estimates, with reference to the proportion of work performed relative
to the deliverable. Due to the nature of the work performed in order to satisfy the performance
obligation, management’s estimation of percentage of completion requires significant judgment. The
assumptions and factors that can affect the accuracy of the estimate, include but are not limited to,
the estimated costs for a contract in total, and estimated costs to completion at the reporting date.

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TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

2. Basis of preparation (continued):

(c) Use of judgments and estimates (continued):

(ii) Valuation of assets and liabilities acquired in business combinations:

In a business combination, the Company may acquire assets and assume certain liabilities of an
acquired entity. The estimate of fair values for these transactions involves judgment in determining
the fair values assigned to the tangible and intangible assets acquired and the liabilities assumed on
the acquisition. The determination of these fair values involves a variety of assumptions, including
estimates surrounding the costs to acquire or reproduce a similar asset, expected future net cash
flows and appropriate discount rates. Contingent consideration resulting from business combinations
is recorded at fair value at the acquisition date as part of the business combination based on expected
discounted cash flows and, when liability-classified, is subsequently remeasured to fair value at each
reporting date with any subsequent change in fair value recognized in the consolidated statements
of net income and comprehensive income. The estimation of contingent consideration can require
the Company to make estimates of future performance of the acquired business.

(iii) Impairment of intangible assets and goodwill:

Management assesses indicators of impairment for intangible assets and goodwill and tests goodwill
and indefinite life intangible assets for impairment at least annually. When performing quantitative
assessments, forecasts incorporate a number of key estimates and assumptions about future events,
which are subject to uncertainty and might materially differ from the actual results.

In making these key estimates and judgements, management takes into consideration assumptions
that are mainly based on market conditions existing at the reporting dates and appropriate market
and discount rates. These estimates are regularly compared to actual market data and actual
transactions entered into by the Company.

(iv) Valuation of investments held in a fund:

For investments in private companies carried at fair value, the Company determines these fair values
using a market approach and/ or income approach based on a variety of assumptions, including but
not limited to transaction price in similar transactions, valuation of comparable companies, and
projections provided by the underlying investees, etc.

(v) Determination of functional currency:

Determination of functional currency requires management to make judgments in evaluating primary


and secondary indicators under International Accounting Standards (“IAS”) 21, The Effect of
Changes in Foreign Exchange Rates. Key judgments include the primary economic environment in
which the Company operates, the currency that mainly influences sales prices for its services and
the costs of labour, and the country whose competitive forces and regulations mainly determine sales
prices.

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TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

2. Basis of preparation (continued):

(c) Use of judgments and estimates (continued):

(vi) Share-based compensation:

The Company measures the cost of share-based compensation transactions with qualifying
directors, employees, officers and consultants by reference to the fair value of the equity instruments
at the date at which they are granted. These are offered to directors, employees, officers and
consultants in the form of stock options (“Options”). Options are settled in equity. Estimating fair value
for share-based compensation requires determining the most appropriate valuation model, which is
dependent on the terms and conditions of the grant. This estimate also requires determining and
making assumptions about the most appropriate inputs to the valuation model including the fair value
of the underlying shares of privately held entities, expected term, volatility, and forfeiture rate. The
expected term is determined using the simplified method. Volatility is determined using a comparable
peer group until such time as sufficient trading history is available for the Company’s own shares.

(d) Restatement of balances:

Adjustment 1 – In December 2022, the Company settled the preferred shares liability through the
issuance of common shares. This transaction was not previously recorded. The Company has
corrected this error by recording the transaction and restating the preferred shares liability and share
capital balances in the December 31, 2022 statement of financial position.

Adjustment 2 – In December 2022, the Company declared dividends that remained unpaid and
were included in accounts payable. In the consolidated statement of cashflows for the year ended
December 31, 2022, the Company had erroneously included the dividend payable amount as a
financing cash outflow, even though the amounts remained payable at December 31, 2022. The
Company has corrected the error by adjusting the financing cashflows related to dividends paid and
the operating cashflows related to changes in working capital.

The impact of these adjustments on the consolidated financial statements is summarized below:

As reported Adjustment As restated


Statement of Financial Position
Preferred shares 6,326,716 (6,326,716) -
Current liabilities 52,361,388 (6,326,716) 46,034,672
Total liabilities 136,201,208 (6,326,716) 129,874,492
Share capital 605,755 6,326,716 6,932,471
Total shareholders’ equity 32,540,659 6,326,716 38,867,375

Statement of Changes in Equity


Conversion of preferred shares into common
shares - 6,326,716 6,326,716
Share capital 605,755 6,326,716 6,932,471
Total shareholders’ equity 32,540,659 6,326,716 38,867,375

Statement of Cash Flows


Changes in non-cash working capital 7,223,577 (7,703,642) (480,065)
Cash provided by operating activities 29,282,496 (7,703,642) 21,578,854
Dividends paid (51,625,697) 7,703,642 (43,922,055)
Cash provided by financing activities 3,306,052 7,703,642 11,009,694

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TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies:

(a) Principles of consolidation and equity accounting:

A subsidiary is an entity over which the Company has control, where control indicates exposure or rights
to variable returns and the ability to affect those returns through power to direct the activities of the
investee. Subsidiaries are consolidated from the date on which control is obtained by the Company.

Principal subsidiaries of Tiny are as follows:

Ownership Ownership
percentage at percentage at
December 31, December 31,
Entity Country 2022 2021

Dribbble Holdings Canada 74.52% 73.8%


Tiny Boards Holdings Ltd. Canada 100% 100%
Tiny Holdings Ltd. Canada 100% 100%
Meteor Software Holdings Ltd. Canada 100% 100%
Beam Digital Ltd. Canada 100% 24.6%

Inter-company transactions, balances and unrealised gains on transactions between entities, including
those between Tiny and Beam, are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the transferred asset. Accounting policies of
subsidiaries are consistent with the policies adopted by the Company.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated
statements of net income and comprehensive income, consolidated statements of changes in equity and
consolidated statements of financial position respectively.

An associate is an entity over which the Company has significant influence but not control or joint control.
Investments in associates are accounted for using the equity method of accounting.

Under the equity method of accounting, the investments are initially recognized at cost and adjusted
thereafter to recognize the Company’s share of the post-acquisition profits or losses of the investee in net
income, and the Company’s share of movements in other comprehensive income of the investee in other
comprehensive income. Dividends received or receivable from associates are recognized as a reduction
in the carrying amount of the investment.

Where the Company’s share of losses in an equity-accounted investment equals or exceeds its interest
in the entity, including any other unsecured long-term receivables, the Company does not recognize
further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Company and its associates and joint ventures are
eliminated to the extent of the Company’s interest in these entities. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies
of equity-accounted investees have been changed where necessary to ensure consistency with the
policies adopted by the Company.

10
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(a) Principles of consolidation and equity accounting (continued):

The Company treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the Company. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative
interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling
interests and any consideration paid or received is recognised in a separate reserve within equity
attributable to owners of Tiny.

When the Company ceases to consolidate or equity account for an investment because of a loss of
control, joint control or significant influence, any retained interest in the entity is remeasured to its fair
value, with the change in carrying amount recognised in profit or loss. This fair value becomes the initial
carrying amount for the purposes of subsequently accounting for the retained interest as an associate,
joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive
income in respect of that entity are accounted for as if the Company had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognised in other comprehensive income
are reclassified to profit or loss.

If the ownership interest in a joint venture or an associate is reduced but joint control or significant
influence is retained, only a proportionate share of the amounts previously recognised in other
comprehensive income are reclassified to profit or loss where appropriate.

(b) Foreign currency translation:

IFRS requires that the functional currency of each entity in the consolidated Company be determined
separately in accordance with the indicators as per International Accounting Standards (“IAS”) 21, The
Effects of Changes in Foreign Exchange Rates and should be measured using the currency of the primary
economic environment in which the entity operates (the “functional currency"). The functional currency of
the Company is the Canadian dollar. The functional currency of all principal subsidiaries as previously
identified is the Canadian dollar, except for Dribbble, Tiny Capital (US) Ltd., and HappyFunCorp whose
functional currency is the USD and Z1 Digital Product Studio SL whose functional currency is the Euro.

These consolidated financial statements are presented in Canadian dollars, which is the Company’s
presentation currency.

11
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(b) Foreign currency translation (continued):

Under IFRS, the results and financial position of all the Company’s entities that have a functional currency
different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities are translated at the closing rate at the date of the consolidated statements of
financial position;

• income and expenses are translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the rate on the date of the transaction); and

• all resulting exchange differences are recognized as a separate component of equity.

Foreign currency transactions are translated into the functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies
at year end exchange rates, are generally recognized in net income.

Foreign exchange gains and losses that relate to the Company’s line of credit facility are presented in the
consolidated statements of net income and comprehensive income, within finance costs. All other foreign
exchange gains and losses are presented in the consolidated statements of net income and
comprehensive income on a net basis within other income (expenses).

Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets and
liabilities carried at fair value are reported as part of the fair value gain or loss.

12
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(c) Business combinations:

The acquisition method of accounting is used to account for all business combinations, regardless of
whether equity instruments or other assets are acquired. The consideration transferred for the acquisition
of a subsidiary comprises the:

• fair values of the assets transferred;

• liabilities incurred to the former owners of the acquired business;

• equity interests issued by the Company;

• fair value of any asset or liability resulting from a contingent consideration arrangement; and

• fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their fair values at the acquisition date. The Company
recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either
at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable
assets.

Acquisition-related costs are expensed as incurred.

The excess of the:

• consideration transferred;

• amount of any non-controlling interest in the acquired entity; and

• acquisition-date fair value of any previous equity interest in the acquired entity;

over the fair value of the net identifiable assets acquired is recorded as goodwill.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.

Contingent consideration payable is measured at fair value at the date of acquisition and is classified
either as equity or a financial liability. Amounts classified as a financial liability are subsequently
remeasured to fair value, with changes in fair value recognized in net income.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any
gains or losses arising from such remeasurement are recognized in net income.

13
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(d) Transactions under common control:

A business combination involving entities under common control is a business combination in which all
of the combining entities are ultimately controlled by the same party, both before and after the business
combination, and control is not transitory. In connection with the transactions described in Note 1, the
entities were controlled by the same shareholder immediately preceding closing of the transactions and
immediately subsequent to closing; consequently, the entities were under common control.

Business combinations involving entities under common control are outside the scope of IFRS 3,
Business Combinations. IFRS provides no guidance on the accounting for these types of transactions.
As a result, the Company was required to develop an accounting policy. The two most common methods
utilized are the acquisition method and the book value method. Management determined the book value
method to be most appropriate. This method required the financial statements to be prepared using the
book values without an adjustment to fair value. Comparative information has been re-presented and the
current reporting period has been adjusted as if the combination had occurred before the later of (i) the
start of the earliest period presented, and (ii) the date at which the common control group gained control
of the entity. During all periods presented in these consolidated financial statements, the entities were
under common control. The statement of equity has been re-presented to assume that the transaction as
at December 31, 2021 had been enacted at an earlier date and an equivalent number of shares had been
issued.

(e) Cash and cash equivalents:

Cash and cash equivalents consist of cash and cashable guaranteed investment certificates that are
readily convertible into a known amount of cash on demand, with a maturity date of 3 months or less
when acquired.

(f) Trade receivables:

Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they
contain significant financing components when they are recognized at fair value. They are subsequently
measured at amortized cost using the effective interest method, less allowance for expected credit losses.

(g) Financial instruments:

(i) Financial assets:

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (“FVTPL”), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at
FVTPL are expensed in profit or loss.

The Company classifies its financial assets in the following categories: fair value through profit or
loss, amortized cost or fair value through other comprehensive income. The classification depends
on the Company’s business model for managing the financial assets and the contractual terms of the
cash flows. Management determines the classification of financial assets at initial recognition.

14
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(g) Financial instruments (continued):

(ii) Amortized cost:

Financial assets are classified at amortized cost if both of the following criteria are met and the
financial assets are not classified or designated as fair value through profit and loss:

(A) the Company’s objective for these financial assets is to collect their contractual cash flows; and

(B) the asset’s contractual cash flows represent solely payments of principal and interests.

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus
transaction costs, respectively, and subsequently carried at amortized cost less any impairment. The
Company’s cash and cash equivalents, trade and other receivables and amounts due from related
parties are recorded at amortized cost as they meet the required criteria.

(iii) Fair value through other comprehensive income ("OCI"):

For financial assets that are investments in equity instruments that are not held for trading, the
Company can make an irrevocable election at initial recognition to classify the instruments at fair
value plus transaction costs through other comprehensive income ("FVOCI"), with all subsequent
changes in fair value being recognized in other comprehensive income. This election is available for
each separate investment. Under this category, fair value changes are recognized in OCI while
dividends are recognized in profit or loss. Impairment losses (and reversal of impairment losses) on
equity investments measured at FVOCI are not reported separately from other changes in fair value.
The Company does not have any financial assets designated as FVOCI.

(iv) Financial assets at fair value through profit or loss:

Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. Financial
assets at FVTPL are initially recognized at fair value with transaction costs expensed in profit and
loss with changes in fair value recorded in profit or loss. Realized and unrealized gains and losses
arising from changes in the fair value of the financial assets held at FVTPL are included in other
income (expenses) in the consolidated statements of net income and comprehensive income in the
period in which they arise.

(v) Financial liabilities:

Financial liabilities are recognized initially at fair value, net of transaction costs, and are subsequently
stated at amortized cost, except for contingent consideration liabilities and derivatives, which are
subsequently measured at FVTPL. For liabilities recognized as amortized cost, any difference
between the amounts originally received, net of transaction costs, and the redemption value is
recognized in profit or loss over the period to maturity using the effective interest method. For
liabilities recognized as FVTPL, transaction costs are expensed in profit and loss with realized and
unrealized gains and losses arising from changes in the fair value included in profit or loss in the
period in which they arise. Where management has opted to recognize a financial liability at FVTPL,
any changes associated with the Company’s own credit risk will be recognized in other
comprehensive income (loss).

15
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(g) Financial instruments (continued):

(v) Financial liabilities (continued):

Financial liabilities are classified as current or non-current based on their maturity date. Financial
liabilities include trade and other payables, amounts due to related parties and other liabilities.

Impairment of financial instruments:

The Company does not have any investment in debt instruments.

For trade receivables and contract assets, the Company applies a simplified approach in calculating
expected credit loss (“ECL”). Therefore, the Company does not track changes in credit risk, but
instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Company
has established a provision matrix that is based on its historical credit loss experience, adjusted for
forward-looking factors specific to the debtors and the economic environment. The Company is
generally paid in advance for its services.

Trade receivables and contract assets are written off where there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the
failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual
payments for a period of greater than 120 days past due.

Impairment losses on trade receivables are presented as net impairment losses are recorded to the
statement of net income and comprehensive income. Subsequent recoveries of amounts previously
written off are credited against the same line item.

Derivative financial instruments:

The Company’s derivative financial instruments consist of foreign currency and interest rate swap
derivatives. The Company enters into forward exchange contracts for the sale of US dollars at
specified future dates solely to protect itself from the cash flow risk attributable to the effect of foreign
currency fluctuations on anticipated sales of services denominated in US dollars.

The interest rate swap derivatives are used solely to economically hedge the variable rates of a
portion of the credit facility, transforming the variable rate exposure to fixed rate obligations.

These financial instruments are measured at fair value, which is determined based on amounts
quoted by the Company’s counterparties to realize favourable contracts or to settle unfavourable
contracts. The unrealized gain or loss arising from changes in the fair value of forward exchange
contracts is included in net income as the instruments have not been designated as hedges for
accounting purposes.

Derecognition of financial instruments:

Financial assets are derecognized when the contractual rights to receive the cash flows from these
assets have ceased to exist or the assets have been transferred and substantially all the risks and
rewards of ownership of the assets are also transferred.

16
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(g) Financial instruments (continued):

(v) Financial liabilities (continued):

Derecognition of financial instruments (continued):

If the Company has neither transferred nor retained substantially all the risks and rewards of the
transferred financial asset, it assesses whether it has retained control over the transferred asset. If
control has been retained, the Company recognizes the transferred asset to the extent of its
continuing involvement. If control has not been retained, the Company derecognizes the transferred
asset. Financial liabilities are derecognized when they have been redeemed or otherwise
extinguished.

(h) Capital assets:

Capital assets are recorded at historical cost, less accumulated depreciation and impairment, if any.
Historical cost includes expenditure that is directly attributable to the acquisition of the items.

The Company recognizes depreciation using the straight-line and declining methods at rates designed to
depreciate the cost of the capital assets over their estimated useful lives. Land is not depreciated. The
annual depreciation rates are as follows:

Asset Depreciation period

Building 25 years
Computer equipment 3 year
Computer software 3 year
Furniture and equipment 5 year
Leasehold improvements Lessor of initial lease term and
useful life of asset

Depreciation methods, useful lives, and residual values are reviewed at each financial year end and
adjusted if appropriate.

(i) Intangible assets:

Intangible assets consist of acquired trade names and brand, customer contracts, customer relationships,
cryptocurrency and capitalized website and application development costs. Intangibles acquired in
business combinations are recognized at fair value at the acquisition date. Intangible assets, except
cryptocurrency, are carried at cost, less accumulated amortization and any recognized impairment loss.

Cryptocurrency is classified as intangible assets and measured at cost less accumulated impairment
losses, if any.

17
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(i) Intangible assets (continued):

Costs associated with maintaining software programs are recognized as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique
software products controlled by the Company are recognized as intangible assets where the following
criteria are met:

• it is technically feasible to complete the software so that it will be available for use;

• management intends to complete the software and use or sell it;

• there is an ability to use or sell the software;

• it can be demonstrated how the software will generate probable future economic benefits;

• adequate technical, financial and other resources to complete the development and to use or sell;

• the software is available; and

• the expenditure attributable to the software during its development can be reliably measured.

The Company recognizes amortization using the straight-line method at rates designed to amortize the
cost of the intangible assets over their estimated useful lives. The annual amortization rates are as follows:

Asset class Amortization period

Trade names and brand 5 years


Customer contracts 5 years
Customer relationships 5-10 years
Website and application development costs 5-10 years
Other 5-10 years

Amortization methods, useful lives, and residual values are reviewed at each financial year end and
adjusted if appropriate.

(j) Goodwill:

Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and
identifiable intangible assets acquired in business combinations. After initial recognition, goodwill is
measured at cost less any accumulated impairment losses, if any.

18
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(k) Impairment of non-financial assets:

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are
tested annually for impairment, or more frequently if events or changes in circumstances indicate that
they might be impaired. Other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets
or groups of assets (cash-generating units). Non-financial assets other than goodwill that were previously
impaired are reviewed for possible reversal of the impairment at the end of each reporting period.

(l) Trade and other payables:

These amounts represent liabilities for goods and services provided to the Company prior to the end of
the financial year which are unpaid. The amounts are unsecured and are generally paid according to
vendor terms. Trade and other payables are presented as current liabilities unless payment is not due
within 12-months after the reporting period. They are recognized initially at their fair value and
subsequently measured at amortized cost using the effective interest method.

(m) Provisions:

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure required
to settle the present obligation at the end of the reporting period. Provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance
cost.

(n) Employee benefits:

(i) Short-term obligations:

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated
sick leave that are expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service are recognized in respect of employees’ services up to the
end of the reporting period and are measured at the amounts expected to be paid when the liabilities
are settled. The liabilities are presented as current employee benefit obligations in the consolidated
statements of financial position.

19
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(n) Employee benefits (continued):

(ii) Share-based payments:

The Company and its subsidiaries have restricted stocks and stock option plans, details of which are
set out in note 14.

The grant-date fair value of share-based payment awards granted to employees is recognized as an
employee expense, with a corresponding increase in equity, over the vesting period, which is the
period over which all of the specified vesting conditions are to be satisfied. The amount recognized
as an expense is adjusted to reflect the number of awards for which the related service and non-
market performance conditions are expected to be met, such that the amount ultimately recognized
as an expense is based on the number of awards that meet the related service and non-market
performance conditions at the vesting date.

At the end of each period, the entity revises its estimates of the number of options that are expected
to vest based on the non-market vesting and service conditions. It recognizes the impact of the
revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-
based payment is measured to reflect such conditions and there is no true-up for differences between
expected and actual outcomes. The Company does not have any awards with non-vesting conditions
for the periods presented.

For share-based payments granted based on the shares of any non-wholly owned subsidiaries, the
Company has elected to recognize the entire cumulative compensation cost as the parent’s equity
and no amount is recorded as noncontrolling interest prior to exercise of the share options.

(o) Dividends:

Dividends declared and payable to the Company’s shareholders are recognized as a liability in the
consolidated statements of financial position in the period in which the dividends are approved by the
Company’s Board of Directors.

(p) Revenue recognition:

The Company generates revenue primarily from the provision of strategic and design services and
marketing services. The Company also generates marketplace revenue from the sale of digital goods,
job board revenue from its job boards operations and cloud service revenue for providing hosting services.
The Company follows the five-step model under IFRS 15 to recognize revenue:

(i) Identifying the contract with a customer;

(ii) Identifying the performance obligations;

(iii) Determining the transaction price;

(iv) Allocating the transaction price to the performance obligations; and

(v) Recognizing revenue when/as performance obligation(s) are satisfied.

20
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(p) Revenue recognition (continued):

Digital services revenue:

Revenue is recognized over time, when or as the Company satisfies performance obligations by
transferring the promised services to its customers. For contracts where the transaction price is based on
a fixed fee, the Company uses the percentage-of-completion method to determine the amount of revenue
to recognize in each period. The stage of completion is measured by reference to the contract costs
incurred up to the end of the reporting period as a percentage of total estimated costs for each contract.
For contracts where the transaction price is based on time and materials, revenue is recognized as work
is performed based on the hourly rates agreed with the customers. Costs incurred in the year relating to
future activity on a contract are excluded from contract costs in determining the stage of completion.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances
change. Any resulting increases or decreases in estimated revenues or costs are reflected in the
consolidated statements of net income and comprehensive income in the period in which the
circumstances that give rise to the revision become known by management. Because of the nature of
services offered, there are no obligations for refunds, returns or warranties.

On the consolidated statements of financial position, the Company reports the net contract position for
each contract as either an asset or a liability. A contract represents an asset (unbilled revenue) where
costs incurred plus recognized profits (less recognized losses) exceed progress billings; a contract
represents a liability (unearned revenue) where the progress billings exceed the costs incurred plus
recognized profits.

The Company receives payments from customers based on progress billings issued. Unbilled revenue
relates to the Company’s conditional right to consideration for the completed performance under the
contract. Trade receivables are recognized when the right to consideration becomes unconditional.
Deferred revenue relates to stage payments or retainers that are received in advance of performance
under the contract.

Creative platform revenue

Prior to April 1, 2022, Revenue was recognized net of amounts due to sellers as control of the digital
goods or assets is transferred to the buyers. Effective April 1, 2022, due to changes in the marketplace
contracts, the Company has concluded that they are acting as the principal in the transaction. For all new
contracts entered into from April 1, 2022 onwards, revenue is recorded on a gross basis while the amounts
due to sellers are recorded as marketplace content costs.

Job board revenue:

Revenue is recognized in the contracted period in which the job postings are displayed on the Company’s
job boards.

Cloud service revenue:

Revenue is recognized in the contracted period in which the hosting service is provided.

21
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(q) Government assistance:

Government grants, including grants from similar bodies, consisting of investment tax credits are recorded
as other income in the consolidated statements of net income and comprehensive income. Government
grants are recognized when there is reasonable assurance that the Company has met the requirements
of the approved grant program and there is reasonable assurance that the grant will be received.

Grants that compensate the Company for expenses incurred are recognized in profit or loss on a
systematic basis in the same years in which the expenses are recognized.

(r) Income taxes:

The income tax expense or credit for the period is the tax payable on the current period’s taxable income,
based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the company and its subsidiaries operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation and considers whether it is
probable that a taxation authority will accept an uncertain tax treatment. The Company measures its tax
balances either based on the most likely amount or the expected value, depending on which method
provides a better prediction of the resolution of the uncertainty.

Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of
goodwill.

Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that, at the time of the transaction, affects neither
accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary
differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the end of the reporting period and are expected to apply when the related
deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to
utilize those temporary differences and losses.

Deferred tax liabilities and assets are not recognized for temporary differences between the carrying
amount and tax bases of investments in foreign operations where the Company is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse
in the foreseeable future.

22
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(r) Income taxes (continued):

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax
assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current
tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items
recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in
other comprehensive income or directly in equity, respectively.

(s) Leases:

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration. The Company assesses whether the contract involves the use of
an identified asset, whether the Company has the right to obtain substantially all of the economic benefits
from use of the asset during the term of the arrangement and if the Company has the right to direct the
use of the asset. As a lessee, the Company recognizes a right-of-use asset, and a lease liability at the
commencement date of a lease.

A lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily
determined, the incremental borrowing rate. Lease payments included in the measurement of the lease
liability are comprised of:

• fixed payments, including in-substance fixed payments, less any lease incentives receivable;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;

• amounts expected to be payable under a residual value guarantee;

• exercise prices of purchase options if we are reasonably certain to exercise that option; and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an
option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured
when there is a change in future lease payments arising from a change in an index or rate, or if there is
a change in the Company’s estimate or assessment of the expected amount payable under a residual
value guarantee, purchase, extension or termination option. Variable lease payments not included in the
initial measurement of the lease liability are charged directly to profit or loss.

The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease
liability adjusted for any payments made at or before the commencement date, plus any decommissioning
and restoration costs, less any lease incentives received.

23
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

3. Significant accounting policies (continued):

(s) Leases (continued):

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end
of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be
reduced due to impairment losses, if any, and adjusted for certain measurements of the lease liability.

The Company does not recognize right-of-use assets and lease liabilities for short-term leases that have
a lease term of 12-months or less and leases of low-value assets. The Company recognizes the lease
payments associated with these leases as an expense on a straight-line basis over the lease term.

For any subleases the Company enters into, as the intermediate lessor the Company assesses whether
the sublease should be classified as a finance or operating lease.

For finance leases, the Company derecognizes the right-of-use asset relating to the head lease that is
transferred to the sublessee and recognizes the net investment in the sublease (lease receivable), then
any difference between the right-of-use asset and net investment in the sublease is charged directly to
profit and loss. The Company also retains the lease liability relating to the head lease in the statement of
financial position. During the term of the sublease, the Company recognizes both finance income on the
sublease and interest expense on the headlease.

For operating leases, the Company retains the lease liability and right-of-use asset relating to the head
lease in the statement of financial position. Over the term of the sublease, the Company recognizes a
depreciation charge for the right-of-use asset and interest on the lease liability; and recognizes lease
income from the sublease.

(t) Share capital:

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common
shares and share options are recognized as a deduction from equity, net of any tax effects.

(u) Segment reporting:

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Executive Officer, who is the chief operating decision maker.

(v) Earnings per share:

Basic earnings per share is computed by dividing net income by the weighted average number of common
shares outstanding during the year. Diluted income per share is determined by adjusting net income and
the weighted average number of common shares outstanding, adjusted for the effects of all dilutive
potential common shares, which are comprised of restricted shares and options. Anti-dilutive options are
not considered in computing diluted earnings per share.

24
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

4. Business combinations:

(a) Frosty Studio Ltd.:

On December 31, 2021, Beam acquired 65% of a business by setting up a subsidiary to acquire certain
assets of Frosty Studio Ltd. (“Frosty”), a marketing service provider to customers, including branding and
creative and strategy services. Beam owns 65% of the subsidiary while the sellers own the remaining
35%. Because the assets acquired constitute a business, this transaction is accounted for as a business
combination.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Purchase consideration:
Cash paid $ 842,267
Fair value of contingent consideration (note 1) 1,182,812

Total purchase consideration $ 2,025,079

Note 1: In the event that the gross revenue achieved by Frosty shall exceed certain thresholds for the
years ending December 31, 2022, December 31, 2023 and December 31, 2024, an additional
consideration of $563,466 (US$444,444) shall be payable for each fiscal year, to the seller. The
fair value of the contingent consideration was estimated by calculating the present value of the
future expected cash flows.

The assets and liabilities recognized as a result of the acquisition are as follows:

Cash $ 393,549
Capital assets 6,317
Customer relationships 1,440,276
Brand 230,191
Deferred tax asset 4,738
Non-controlling interest (1,090,428)
Goodwill 1,040,436

Net assets acquired $ 2,025,079

The Company measures non-controlling interest initially at fair value based on the implied fair value of
the consideration paid or payable for the business acquired. The goodwill is attributable to the workforce
and synergy expected from the acquisition. It will be deductible for tax purposes.

25
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

4. Business combinations (continued):

(b) Fontspring Inc. (“Fontspring”):

On January 28, 2022, Dribbble acquired certain assets, servers and clients of Fontspring, a service
platform offering font licensing to provide Dribbble with a wider array of products and services to its
customers for US$3.073 (CA$3.924) million cash.

The transaction was accounted for using the acquisition method under IFRS 3, with the results of
operations to be included in financial statements from the date of acquisition. The goodwill is attributable
to the workforce and unallocated purchase price. It will not be deductible for tax purposes.

The fair values of identifiable assets acquired and liabilities assumed are as follows:

Purchase consideration:
Cash paid $ 3,273,276
Holdback amount (1) 651,717

Total purchase consideration $ 3,924,993

The assets and liabilities recognized as a result of the acquisition are as follows:

Fair value

Cash and cash equivalents $ 1,586


Trade and other payables (344,265)
Foundry relationships 1,048,581
Brand and trademarks 759,934
Developed technology 394,655
Goodwill 2,064,502

Net asset acquired $ 3,924,993

(1) The Holdback Amount is retained for 12 months and serves as partial security to the buyer for the seller’s
representations, warranties, covenants, and agreements.

The goodwill is attributable to the workforce and synergy expected from the acquisition. It will be
deductible for tax purposes.

26
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

4. Business combinations (continued):

(c) HappyFunCorp LLC:

On November 15, 2022, the Company acquired 100% of the issued and outstanding share capital of
HappyFunCorp LLC (“HappyFunCorp.”), a service provider for software engineering services. Their
key offerings to their customers are new product development, modernization, and design.

Details of the purchase consideration, the net assets acquired, and goodwill are as follows:

Purchase consideration:
Cash paid $ 15,948,000
Earnout (note 1) 8,890,213

Total purchase consideration $ 24,838,213

Note 1: In the event that the Adjusted EBITDA achieved by HappyFunCorp. shall exceed certain
thresholds for the years ending December 31, 2023, and December 31, 2024, an additional
consideration shall be payable for each fiscal year, to the seller. The fair value of the
contingent consideration was estimated by calculating the present value of the future
expected cash flows.

The assets and liabilities recognized as a result of the acquisition are as follows:

Fair value

Cash $ 1,562,872
Trade and other receivables 3,014,670
Prepaid 5,152
Capital assets 10,503
Customer relationships 10,233,300
Brand 2,020,080
Trade and other payables (796,495)
Other liabilities (1,312,269)
Goodwill 10,100,400

Net assets acquired $ 24,838,213

The goodwill is attributable to the workforce and synergy expected from the acquisition. Of the
$10,100,400, $910,600 is deductible for tax purposes.

(d) Estimated consolidated revenue and net income (unaudited):

For the year ended December 31, 2021, Frosty contributed revenue of $122,224 and net loss of $12,810,
to the Company’s results.

For the year ended December 31, 2022, HappyFunCorp. contributed revenues of $1,467,951 and net
income/(loss) of ($119,729) to the Company’s results.

Had the acquisitions of HappyFunCorp. and FontSpring occurred on January 1, 2022, management
estimates that consolidated revenue and consolidated net income for the year ended December 31, 2022
would have been $167,737,235 and $7,754,634.

27
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

5. Trade and receivables:

2022 2021

Trade receivables $ 11,439,412 $ 6,622,225


Unbilled revenue 1,160,293 846,499
Taxes 667,360 299,703
Other receivable 4,422 13,981
Allowance for credit loss (473,964) (238,348)

$ 12,797,523 $ 7,544,060

28
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

6. Capital assets:

Computer Computer Furniture and Leasehold


Land Building Total
equipment software equipment improvements
Cost:
Balance, January 1, 2021 - - 983,263 285,402 553,411 472,806 2,294,882
Additions 2,906,428 1,859,554 452,739 35,100 327,111 298,363 5,879,295
Disposals - - (121,904) - (99,662) (433,776) (655,342)
Foreign exchange - - 708 - - - 708
Balance, December 31, 2021 2,906,428 1,859,554 1,314,806 320,502 780,860 337,393 7,519,543
Additions - 146,384 624,879 - 136,491 728,494 1,636,248
Disposals - - (43,610) - (9,100) - (52,710)
Foreign exchange - - 1,048 - - - 1,048
Reimbursement - - - - - (86,680) (86,680)
Cost Adj. - - - - - (298,363) (298,363)
Reclassification - - 211,730 - (187,269) - 24,461
Balance, December 31, 2022 2,906,428 2,005,938 2,108,853 320,502 720,982 680,844 8,743,547

Accumulated Depreciation

Balance, January 1, 2021 - - 610,414 102,406 431,801 197,871 1,342,492


Depreciation expense - 17,812 249,119 58,056 55,375 29,097 409,459
Disposals - - (93,681) - (88,029) (204,943) (386,653)
Foreign exchange - - 286 - - - 286
Balance, December 31, 2021 - 17,812 766,138 160,462 399,147 22,025 1,365,584

Depreciation expense - 78,831 399,267 55,716 102,708 51,370 687,892


Disposals - - (29,952) - (10,330) - (40,282)
Foreign exchange - - 7,229 - - - 7,229
Cost Adj. - - - - - (5,978) (5,978)
Reclassification - - 180,898 - (164,950) - 15,948
Balance, December 31, 2022 - 96,643 1,323,580 216,178 326,575 67,417 2,030,393

Net book value:


December 31, 2021 2,906,428 1,841,742 548,668 160,040 381,713 315,368 6,153,959
December 31, 2022 2,906,428 1,909,295 785,273 104,324 394,407 613,427 6,713,154

29
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

7. Intangible assets:

Website and
application
Customer Customer Trade name development Foundry
relationships contracts and brands costs Relationships Other Total
Cost:
Balance, January 1, 2021 11,912,508 82,299 8,792,953 14,794,261 - 1,330,680 36,912,701
Additions 1,440,276 - 230,191 33,907 - 106,679 1,811,053
Disposed - - - (2,504,648) - - (2,504,648)
Foreign exchange (75,561) - (49,692) (33,186) - (174) (158,613)
Balance, December 31, 2021 13,277,223 82,299 8,973,452 12,290,334 - 1,437,185 36,060,493
Additions 10,233,300 - 2,844,895 3,143,459 1,048,417 234,414 17,504,485
Disposed - - - (21,614) - - (21,614)
Foreign exchange 869,774 - 671,244 556,121 63,545 4,369 2,165,053
Balance, December 31, 2022 24,380,297 82,299 12,489,591 15,968,300 1,111,962 1,675,968 55,708,417

Accumulated amortization:
Balance, January 1, 2021 601,192 10,960 47,779 3,329,192 - 165,241 4,154,364
Amortization expense 930,434 16,461 66,131 1,305,164 - 113,121 2,431,311
Disposed - - - (250,465) - - (250,465)
Foreign exchange (6,152) - (5,229) 2,185 - 8 (9,188)
Balance, December 31, 2021 1,525,474 27,421 108,681 4,386,076 - 278,370 6,326,022
Amortization expense 1,489,953 16,464 155,404 1,842,515 71,213 114,394 3,689,943
Disposed - - - - - - -
Foreign exchange (5,112) - (45,577) 218,350 2,917 1,504 172,082
Balance, December 31, 2022 3,010,315 43,885 218,508 6,446,941 74,130 394,268 10,188,047

Net book value:


Balance, December 31, 2021 11,751,749 54,878 8,864,771 7,904,258 - 1,158,815 29,734,471
Balance, December 31, 2022 21,369,982 38,414 12,271,083 9,521,359 1,037,832 1,281,700 45,520,370

30
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

8. Goodwill:

Goodwill was recognized as part of the acquisitions of Z1, Button, Frosty and HFC by Beam, original
acquisition of the assets of Dribbble as well as related to the acquisition of Creative Market and by Dribbble,
acquisition of Unicorn Hunt by Tiny Boards, and acquisition of Mealime by Tiny. Goodwill is monitored by
management at the entity level.

An entity-level summary of the goodwill allocation is presented below:

Beam Tiny Board Dribbble Mealime Total

Balance, January 1, 2021 $ 1,659,215 $ 128,120 $ 16,528,657 $ 3,413,729 $ 21,729,721


Additions 1,040,436 - 135,280 - 1,175,716
Disposition - - - (3,413,729) (3,413,729)
Foreign exchange (42,229) - (68,559) - (110,788)

Balance, December 31, 2021 2,657,422 128,120 16,595,378 - 19,380,920


Additions 10,100,400 - 2,064,502 - 12,164,902
Disposition - - - - -
Foreign exchange 195,622 - 1,273,078 - 1,468,700

Balance, December 31, 2022 $ 12,953,444 $ 128,120 $ 19,932,958 $ - $ 33,014,522

The Company performs an impairment test annually on December 31 each year or at each reporting date if
there is an indication of impairment. The recoverable amount of goodwill is determined based on the greater
of the value in use and the fair value less costs to sell of the Company’s cash generating unit. For the purposes
of impairment testing, goodwill is allocated to the Company’s cash-generating units which represent the lowest
level within the Company at which goodwill is monitored for internal management purposes.

No impairment of goodwill was identified as a result of the Company’s impairment tests as at December 31,
2022 and 2021. Goodwill impairment testing is based on a value in use approach and was completed for the
each of the three CGUs within Beam, two CGUs within Dribbble, Mealime CGU, and Tiny Boards CGU. The
recoverable amount is determined by management’s experience and future expectations of the business
performance are used to make a best estimate of the expected revenue and cash flows, including a terminal
value. The revenue growth rate in that period is based upon management’s current and long-term forecasts
and is a key driver within the test. The discount rates applied in the cash flow model are pre-tax rates that
reflect the time value of money and risk associated with the business. The terminal growth rate of 2% to 3%
is based on the long-term growth prospects of the business.

31
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

9. Investments:

Investments consist of investment in associates that are accounted for using the equity method as well as
investment in equity securities that are carried at fair value.

2022 2021

Investment in associates $ 28,227,594 $ 26,741,701


Investment in equity securities 4,633,008 3,523,826

$ 32,860,602 $ 30,265,527

(a) WeCommerce Holdings Ltd. (“WeCommerce”):

WeCommerce is a Canadian-incorporated public entity that trades on the TSX-V exchange and has share
capital consisting solely of ordinary shares. The country of incorporation is also their principal place of
business, and the proportion of ownership interest is the same as the proportion of voting rights held.
Refer to note 23 for Tiny’s subsequent acquisition. Details of this investment are as follows:

Place of % ownership Carrying amount


incorporation 2022 2021 2022 2021

WeCommerce
Holdings Ltd. BC, Canada 26.8% 27.99% $ 9,482,707 $ 13,086,862

The quoted fair value of the Company’s investment in WeCommerce Holdings Ltd. were $21,180,252 and
$148,707,663, as at December 31, 2022 and 2021, respectively.

Summarized balance sheet

WeCommerce
2022 2021

Current assets $ 14,334,357 $ 31,219,280


Non-current assets 157,385,916 168,303,239
Current liabilities 15,849,685 30,919,370
Non-current liabilities 43,540,201 59,886,981

Opening net assets January 1 108,716,168 65,970,877


Closing net assets 112,330,387 108,716,168

32
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

9. Investments (continued):

(a) WeCommerce Holdings Ltd. (“WeCommerce”) (continued):

Summarized statement of comprehensive income

WeCommerce
2022 2021

Revenue $ 48,471,587 $ 38,581,377


Profit (loss) from continuing operations:
Profit (loss) for the period (22,639,118) (842,922)
Other comprehensive income (loss) 8,330,600 856,361
Total comprehensive income (loss) (14,308,518) 13,439
Dividends received - -

(b) Other associates:

In addition to the interests in WeCommerce disclosed above, the Company also had interests of
$18,744,887 and $13,654,839 in other associates at December 31, 2022 and 2021, respectively. Of the
other interests in associates, the only material investment was an interest in a U.S. investment fund. Prior
to December 2022, the interest was held through TFC Investment Ltd., a private Canadian-incorporated
jointly controlled entity in which the Company holds a 50% interest. The main assets held by the entity
are (1) all of the shares of an LLC that serves as the general partner for the U.S. fund, and (2) a 19.93%
interest in the LP units of the underlying fund. Under the various agreements associated with TFC
Investment Ltd., the Company is entitled to a 50% interest in the GP earnings, which are based on a
proportion of the return on the fund after the hurdle rate is reached, and all of the earnings of the 19.93%
LP units. Due to the nature of the arrangement, the Company has accounted for its equity interest in TFC
Investment Ltd. using the hypothetical liquidation value. The portion of the Investment in associates and
Earnings in associates balances related to TFC Investment Ltd. for the year ended December 31, 2021
were $13,354,314 and loss of $237,952, respectively. In December 2022, the 19.93% interest in the LP
units was transferred from TFC Investment Ltd. to the Company. The Company accounts for its interest
in the U.S. fund using the equity method and retains the fair value accounting of the underlying
investments by the U.S. funds. As at December 31, 2022, the investment has a carrying amount of
$18,078,787. The portion of earnings in the U.S. fund for the period the investment was $644,585 for the
year ended December 31 2022.

33
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

10. Trade and other payables:

2022 2021

Sellers’ liability $ 10,390,786 $ 11,234,654


Trade payables 14,977,902 2,771,869
Dividend payable 7,703,642 -
Accrued liabilities 374,085 1,179,420
Sales, payroll and withholding taxes 68,003 3,264,245
Redeemable shares issued by a subsidiary (note 1) - 250,000
Other 273,077 634,716

$ 33,787,495 $ 19,334,904

Note 1: As at December 31, 2021, Beam had 100 redeemable preferred shares issued and outstanding that
are redeemable for cash of $250,000 at the option of the holder. On May 2, 2022, these redeemable
preferred shares were redeemed for $100 in aggregate.

11. Right-of-use assets and lease liabilities:

Beam has two leases for office premises. The Vancouver lease is a five year lease which commenced on
January 1, 2022 and an extension option for an additional five years term. The Victoria office is a five year
lease which commenced on April 1, 2021 with no extension option. When measuring the lease liability, Beam
discounted lease payments using an incremental borrowing rate of 5%. On December 15, 2022, Beam sublet
the Victoria office. The sublease was classified as a finance lease, resulting in the derecognition of the related
right-of-use asset and recognition of lease receivable in the statement of financial position. Refer to subnote
C below for further details.

Dribbble acquired a lease through the acquisition of Creative Market for its San Francisco office premises that
expired on June 30, 2022. When measuring the lease liability, Dribbble discounted lease payments using an
incremental borrowing rate at May 1, 2020 of 12%.

(a) Right of use asset:

Balance, January 1, 2021 $ 489,210


Additions 829,636
Amortization (471,894)
Unrealized foreign exchange (4,839)

Balance, December 31, 2021 842,113


Additions 709,158
Amortization (441,365)
Disposal (546,177)
Unrealized foreign exchange 3,597

Balance, December 31, 2022 $ 567,326

34
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

11. Right-of-use assets and lease liabilities (continued):

(b) Lease liabilities:

Balance, January 1, 2021 $ 535,918


Additions 829,636
Finance expense 63,473
Lease payments (548,843)
Unrealized foreign exchange (4,956)

Balance, December 31, 2021 875,228


Additions 709,158
Finance expense 67,950
Lease payments (496,050)
Unrealized foreign exchange 4,134

Balance, December 31, 2022 $ 1,160,420

Costs not included in the measurement of the lease liabilities related to low-value leases and short-term
leases are $38,976 (2021 - $34,481). There were no leases with variable payment terms.

(c) Lease receivables

Beam is considered an intermediate lessor related to a head lease the company has for the Victoria
Office. As of December 31, 2022, the Company had lease receivables as follows:

2022 2021

Current portion of lease receivable $ 102,112 $ -


Non-current lease receivable 222,073 -

$ 324,185 $ -

Finance income on lease receivable for the period ended December 31, 2022 was $nil (2021 - $nil).

The following table presents the contractual undiscounted cash inflows for lease receivable:

2023 $ 106,079
2024 115,723
2025 115,723
2026 28,931
2027 -
Thereafter -

Total undiscounted lease receivables 366,456

Unearned interest income (42,269)

Total lease receivables $ 324,187

35
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

12. Debt:

2022 2021

Current:
Loans and facilities $ 2,925,000 $ 2,925,000
CEBA loans 160,000 -

$ 3,085,000 $ 2,925,000

Non-current:
Revolving facility $ - $ 5,327,852
Revolving commitment facility 66,708,864 -
CEBA loans - 160,000

$ 66,708,864 $ 5,487,852

(a) Revolving facility:

On June 30, 2021, Tiny and a subsidiary of Beam, Metalab Design Ltd. (“Metalab”) signed a new credit
facility (the “Credit Facility”) with J.P. Morgan Chase Bank, N.A. from which Metalab and Tiny received a
revolving financing commitment of CAD$27 million. The facility has a maturity date of June 30, 2024
where the entire principal of the Credit Facility will be due and payable.

On May 20, 2022, Tiny fully repaid the outstanding balance of $5,327,852 and the facility was terminated
and security was released subsequently.
(b) National Bank of Canada revolving commitment facility:

On May 20, 2022, Beam entered into a credit agreement with National Bank of Canada with respect to a
$60,000,000 revolving commitment facility. The agreement also provides for an additional commitment
facility not exceeding $50,000,000. The facility bears interest at a variable rate spread on Base Rate,
Canadian Prime and SOFR rates ranging from 3.30% to 6.16% per annum and matures on May 20, 2027.
On the same day, Beam drew $44,570,000 and US$5,787,202.

At the same time Beam entered into an interest rate swap with a notional value of $26,000,000 and
recorded a derivative asset at fair value. Changes in the fair value during the period was recorded in other
income (expense).

On October 24, 2022, Beam converted the $44,570,000 to USD and maintained an interest rate swap
with a notional value of $26,000,000. Changes in the fair value during the period was recorded in other
income (expense). On November 16, 2022, Beam drew an additional US$11,546,048 which bears an
interest rate of one-month US base rate plus 0.75%. In November 2022, National Bank of Canada
increased the revolving commitment facility to $70,000,000 to facilitate the HFC acquisition.

The loan covenants for the credit facility includes:

• Interest coverage ratio of not less than 3.00:1.00

• Leverage ratio of not more than 4.00:1.00

36
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

12. Debt (continued):

(b) National Bank of Canada revolving commitment facility (continued):

As at December 31, 2022, Beam was in compliance with both the interest coverage ratio and leverage
ratio, and obtained a waiver from National Bank of Canada for the temporary non-compliance of an asset
coverage percentage between Beam’s subsidiaries. As at December 31, 2022, Beam had $66,708,864
outstanding under the revolving commitment facility (2021 - $nil). The fair value of the debt approximates
the carrying value.

All obligations of Beam under the revolving commitment are secured by the assets of the business. The
revolving commitment contains certain customary non-financial covenants.

(c) Royal Bank of Canada Line of credit:

On September 30, 2021, Tiny borrowed $2,925,000 from RBC to finance the purchase of a property in
Victoria, BC for $4,500,000. This is a revolving demand facility secured against the property. The interest
rate on the facility is Royal Bank Prime plus 0.0%. As at December 31, 2022, Tiny had $2,943,722
(2021 - $2,925,000) outstanding under the line of credit.

(d) Scotiabank Revolving Term Loan:

On October 11, 2022, Dribbble entered into an agreement with Scotiabank with respect to a US
$25,000,000 revolving term loan, and a US $1,500,000 working capital facility. The facility bears interest
at a variable rate spread on SOFR, and matures on October 11, 2025. For the first 12 months, Dribbble
has the option to make interest only payments. After the first 12 months, principal and interest payments
are amortized over the remaining 48 month term. As at December 31, 2022, Dribbble had not drawn on
either Scotiabank facility.

(e) Canada Emergency Business Account (“CEBA”) loans:

In 2021, the Company received an interest-free CEBA loan of $40,000. Under the terms of the CEBA
loan, no principal repayment is required before December 31, 2023. If the loan remains outstanding after
December 31, 2023, only interest payments at a rate of 5% per annum are required until full principal is
due on December 31, 2025.

In 2021, the Government of Canada announced that the borrowers will be entitled to a 33% loan
forgiveness if 67% is repaid on or before December 31, 2023. There is reasonable assurance that the
Company will fulfill the terms of loan forgiveness. Accordingly, $40,000 (2021 - $40,000) is recognized as
a government grant in other income (expense) during the year ended December 31, 2022 and has been
netted against the outstanding liability balance.

37
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

13. Share capital:

Authorized:

Common shares:

Unlimited Class "A" Common Voting shares without par value

Unlimited Class "B" Common Non-Voting shares without par value

Unlimited Class "C" Common Non-Voting shares without par value

Unlimited Class "D" Common Non-Voting shares without par value

Preferred shares:

Unlimited Class "A" Preferred shares without par value

Unlimited Class "B" Preferred shares without par value

Issued:

Common shares:

2022 2021
Restated (note 2(d))
Number Number
of shares of shares
outstanding Amount outstanding Amount

Class A common shares 1,787,335 $6,932,471 1,079,461 $ 405,145


Class C common shares 100 10

1,787,335 6,932,471 1,079,561 405,155


Preferred shares:

Class A preferred shares - - 2,000 20

1,787,335 $6,932,471 1,081,561 $ 405,175

38
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

14. Restricted stock and stock options of subsidiaries:

(a) On August 30, 2020, Tiny issued 6,527 Class “A” Common Voting shares (“Class A Shares") to an officer
(“Restricted stock”), which are subject to vesting monthly over 120 months commencing on August 1,
2020. In December 2022, the officer has left and 4,823 Restricted stocks were forfeited.

In January 2022, Tiny issued 10,186 stock options to purchase Class A Shares with an exercise price of
$0.00001 per share to employees which are subject to vesting over 120 months, calculated to commence
in January, 2021. In December 2022, the Company issued replacement awards whereby the employees
early exercised all outstanding stock options into Class A shares, of which 2,038 were exercised into
vested shares and 8,148 were exercised into Restricted stocks which are subject to vesting over 96
months, commencing on December 1, 2022.

(b) Metalab Design, a wholly-owned subsidiary of the Company has a stock option plan with transactions as
follows:

Weighted Remaining
average contractual
exercise term Exercise
Number price ($) (years) price ($)

Outstanding, January 1, 2021 - -


Granted 12,512 398.76
Exercised - -

Outstanding, December 31, 2021 12,512 398.76 9.21 356.48 – 452.67


Granted 22,722 299.24
Exercised - -

Outstanding, December 31, 2022 35,234 334.62 8.80 299.24 – 452.67

Exercisable, December 31, 2022 5,475 432.85 8.21 356.48 – 452.67

The table below summarizes the main assumptions used to determine the grant date fair value of options
with market conditions.

2022 2021

Expected volatility 65.26% 66.53%


Risk-free interest rate 2.42% 1.39%
Share price $293.25 $293.25
Expected life 5.5 - 7 years 5.5 - 7 years
Exercise price $299.24 $356.39 - $452.57
Dividend yield 4.3% 4.3%

39
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

14. Restricted stock and stock options of subsidiaries (continued):

(c) Dribbble, majority-owned subsidiary of the Company has a stock option plan with transactions as follows:

Weighted
average Remaining
exercise contractual Exercise
Number price ($) term (years) price ($)

Outstanding, January 1, 2021 1,058,512 9.32


Granted 108,794 23.36
Forfeit (342,549) 19.01
Exercised (6,353) 5.79

Outstanding, December 31, 2021 818,404 7.16 6.28 0.61-33.23


Granted 61,498 35.16
Forfeit (115,143) 25.31
Exercised (110,965) 9.83

Outstanding, December 31, 2022 653,794 6.76 5.03 0.61-35.31

Exercisable, December 31, 2022 557,866 3.32 4.43 0.61-33.23

The table below summarizes the main assumptions used to determine the grant date fair value of options
with market conditions

2022 2021

Expected volatility 85% 85-100%


Risk-free interest rate 1.72-2.92% 0.85-1.51%
Share price $32.35-35.49 $22.88-33.13
Expected life 7 years 7-10 years
Exercise price $32.25-35.49 $22.88-33.13

As at December 31, 2022, the total unrecognized share based compensation expense amount to $5,441,574.

40
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

15. Deferred revenue:

The following table shows the movement of deferred revenue:

Digital Creative
Services Platform Other Total

Balance, January 1, 2021 $ 2,370,321 $ 1,683,247 $ 618,380 $ 4,671,948


Prior year deferred revenue
recognized as revenue
during the year (2,370,321) (1,683,247) (618,380) (4,671,948)
Net additions 3,734,379 1,680,123 458,593 5,873,095

Balance, December 31, 2021 3,734,379 1,680,123 458,593 5,873,095


Prior year deferred revenue
recognized as revenue
during the year (3,734,379) (1,680,123) (458,593) (5,873,095)
Net additions 1,886,316 3,251,758 483,531 5,621,605

Balance, December 31, 2022 $ 1,886,316 $ 3,251,758 $ 483,531 $ 5,621,605

The Company has no customers which individually account for more than 10% of its revenues for the year
ended December 31, 2022 and 2021.

16. Related party transactions:

Related party transactions are conducted in the normal course of operations and have been valued in these
consolidated financial statements at the exchange amount, which is the amount of consideration established
and agreed to by the related parties.

(a) Related party revenues:

2022 2021

Entities under control of a director of the Company:


Management fees $ 126,200 $ 927,773

(b) Related party expenses:

2022 2021

Entities under control of a director of the Company:


Professional/Consulting fees $ 124,611 $ 450,357
Management and strategic - 1,420,694

$ 124,611 $ 1,871,051

41
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

16. Related party transactions (continued):

(c) Due from related parties:

2022 2021

Shareholders or entities under common control $ 1,312,385 $ 86,676

The balances due from related parties are unsecured and non-interest bearing with no specific terms of
repayment.

(d) Due to related parties:

2022 2021

Shareholders or entities under common control $ 8,406 $ 392,256

The balances due to related parties are unsecured and non-interest bearing with no specific terms of
repayment.

(e) Compensation of key management personnel:

Key management personnel are those persons having the authority and responsibility for planning,
directing and controlling activities of the entity, directly or indirectly. The key management personnel of
the Company are the members of the Company’s executive management team and Board of Directors.
Key management compensation was comprised of:

2022 2021

Salaries and consulting fees $ 1,889,883 $ 1,136,044


Share based compensation 836,557 200,580

$ 2,726,440 $ 1,336,624

17. Income taxes:

(a) Income tax expense includes the following components:

2022 2021

Current tax expense:


Current income tax expense $ 7,471,121 $ 8,669,729

Deferred tax expense (recovery):


Origination and reversal of
temporary differences 107,593 1,309,041

$ 7,578,714 $ 9,978,770

42
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

17. Income taxes (continued):

(b) The difference between tax expense for the year and the expected income taxes based on the statutory
tax rate arises as follows:

2022 2021

Profit before income taxes $ 12,984,503 $ 46,580,256

Statutory tax rates 27% 27%

Tax expense based on the statutory tax rates $ 3,505,816 $ 12,576,669


Items not deductible for taxes 3,354,520 274,636
Differences between Canadian and
foreign tax rates 96,701 115,643
Difference in Canadian tax rates 413,186 (1,667,229)
True-up of tax losses to statutory returns 96,402 35,738
Impact of investment tax credits (611,418) (900,997)
Change in tax benefits not recognized 723,507 (455,690)

Total income tax expense $ 7,578,714 $ 9,978,770

(c) The Company recognizes tax benefits on losses or other deductible amounts where the probable criteria
for the recognition of deferred tax assets has been met. The Company’s net deferred tax liabilities are as
follows:

2022 2021

Capital assets and right of use assets $ (437,026) $ (255,668)


Intangible assets (8,364,372) (5,402,115)
Lease receivable (87,531) -
Lease liabilities 313,313 258,228
Prepaid and accrued expenses (66,922) (91,503)
Investments (69,088) (156,496)
Withholding taxes on profits (190,318) (166,564)
Forward contracts and promissory note payable 2,638,202 (135,601)
Deferred income (48,105) (47,971)
Taxation of investment tax credits (253,175) (275,441)
Tax credits carried forward and research deductions 486,048 716,041
Tax losses 131,324 29,455
Financing 10,673 14,699

Net deferred tax liabilities $ (5,936,977) $ (5,512,936)

43
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

17. Income taxes (continued):

(c) (continued):

Balance sheet presentation 2022 2021

Deferred tax asset $ 762,626 $ 502,294


Deferred tax liability (6,699,603) (6,015,230)

$ (5,936,977) $ (5,512,936)

The movement in temporary tax differences is recorded in the consolidated statements of net income and
comprehensive income.

The Company has the following unrecognized deferred income tax assets (liabilities):

2022 2021

Investments $ 872,988 $ 170,588


Tax losses 9,105 4,130
Other 16,132 -

$ 898,225 $ 174,718

The Company is able to control the timing of the reversal of those differences and currently has no plans
in the foreseeable future to repatriate any funds in excess of its foreign investment.

(d) Scientific Research and Experimental Development (“SR&ED”) investment tax credits:

All investment tax credits received by the Company relate to SR&ED expenditures. Current year SR&ED
credits are recorded in the provision for income taxes. SR&ED credits of $837,559 are recorded in the
provision for income taxes for the year ended December 31, 2022 (2021 - $1,234,241).

18. Earnings per share

Net income per share has been calculated as follows:

2022 2021

Net income attributable to the owners of the Company $ 3,358,953 $ 34,174,674

Weighted average number of common shares outstanding 1,075,316 1,073,333


Diluted Weighted average number of common shares outstanding 1,075,316 1,073,333

Basic earnings per share $3.12 $31.84


Diluted earnings per share 3.12 31.84

In 2022, 11,607 (2021 – 5,931) potentially dilutive instruments were excluded from the computation of diluted
EPS earnings per share as they were anti-dilutive.

44
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

19. Consolidated statements of cash flows:

Changes in non-cash operating working capital items are as follows:

2022 2021
Restated (note 2(d))

Decrease (increase) in
Trade and other receivables $ (2,541,723) $ (2,170,909)
Prepaid expenses 79,585 (375,823)
Due to / from related parties (1,609,559) (1,944,548)
Other assets 180,234 219,859
Trade and other payables 3,346,440 3,695,586
Other liabilities 316,448 (385,693)
Deferred revenue (251,490) 1,768,842

$ (480,065) $ 807,314

Supplemental disclosure of non-cash financing and investing activities:

2022 2021
Restated (note 2(d))

Amount due to shareholders converted into equity contribution $ - $ 5,444,594


ROU asset and lease liabilities recognized 709,158 829,636
Holdback amount on acquisition of subsidiary 651,717 -
Contingent consideration arising on acquisition of subsidiary 8,890,213 -
Conversion of preferred shares into common shares 6,326,716

20. Segment information:

(a) Reportable segments:

The Company reports segment information based on internal reports used by the chief operating decision
maker (“CODM”) to make operating and resource decisions and assess performance. The CODM is the
Chief Executive Officer. The CODM makes decisions and assesses performance based on entity
performance.

The CODM primarily uses earnings before interest, tax, depreciation and amortization (“EBITDA”) to
assess the performance of the operating segments. The CODM also receives information about the
segments’ revenue on a monthly basis. Corporate expenditures which cannot be attributed between
various segments, have not been allocated between segments.

Digital Creative
2022 services platform Other Total

Revenue $ 81,036,795 $ 62,622,145 $ 10,004,248 $ 153,663,188


Earnings (loss) from
operations 19,385,842 8,126,237 (5,265,048) 22,247,031
Net income 12,534,564 5,503,274 (12,632,049) 5,405,789

45
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

20. Segment information (continued):

(a) Reportable segments (continued):

Digital Creative
2021 services platform Other Total

Revenue $ 62,822,616 $ 34,081,483 $ 13,942,939 $ 110,847,038


Earnings (loss) from
operations 21,482,613 9,760,350 1,323,532 32,566,495
Net income 17,556,540 7,041,287 12,003,659 36,601,486

Assets and liabilities are attributed as follows. Corporate assets and liabilities, including investments in
associates, which cannot be attributed between various segments, have not been allocated between
segments:

Digital Creative Other Total


2022 services platform Restated Restated
(note 2(d)) (note 2(d))

Total assets $ 51,308,902 $ 56,539,482 $ 60,893,483 $ 168,741,867


Total liabilities 91,451,546 24,030,184 14,392,762 129,874,492

Digital Creative
2021 services platform Other Total

Total assets $ 19,717,780 $ 59,642,463 $ 46,001,775 $ 125,362,018


Total liabilities 12,561,834 22,863,387 16,653,583 52,078,804

(b) Geographic information:

For geographical reporting, revenues are attributed to the geographic location in which the customer is
located:

2022 2021

Canada $ 11,021,636 $ 11,596,691


United States 97,958,902 73,672,958
Europe 28,263,882 14,599,331
Other 16,418,768 10,978,058
$ 153,663,188 $ 110,847,038

46
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

21. Contingencies and commitments:

Beam acquired Frosty during the year ended December 31, 2021 and HappyFunCorp during the year ended
December 31, 2022. The details of the purchase consideration include contingent consideration payable,
which is discussed in note 4.

Due to the size, complexity, and nature of the Company’s operations, various legal, tax, environmental, and
regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when
one or more future events occur or fail to occur. The Company accrues for such items when a liability is both
probable and the amount can be reasonably estimated. In the opinion of management, based on the
information currently available, these matters will not have a material adverse effect on the consolidated
financial statements of the Company.

In connection with the LP interest held in an investment fund (see note 9(b)), the Company has committed to
fund 19.93% of the total US$150M capital commitment. At December 31, 2022, the Company had a remaining
capital commitment of US$13.4M that had not yet been called (2021 – US$19.1M). As at the date of these
financial statements, the Company had a remaining capital commitment of US$11.2M and has received a
capital call of US$6.8M due on May 3, 2023 which has not yet been paid.

Indemnifications in contracts

The Company has entered agreements with third parties that include indemnification provisions that are
customary in the industry. These indemnification provisions generally require the Company to compensate
the other party for certain damages and costs incurred as a result of third-party claims or damages arising
from these transactions. The maximum amount of potential future indemnification is unlimited; however, the
Company currently holds commercial and product liability insurance. This insurance limits the Company’s
exposure and may enable it to recover a portion of any future amounts paid. Historically, the Company has
not made any indemnification payments under such agreements and the Company believes that the fair value
of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities
relating to these obligations for any period presented.

47
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

22. Financial instruments, financial risk and capital management:

(a) Classification and measurement:

The following table summarizes information regarding the classification and carrying values of the
Company’s financial instruments:

December 31, 2022 December 31, 2021


Fair value Fair value
Amortized through Amortized through
cost profit or loss cost profit or loss

Financial assets:
Cash and cash equivalents $ 31,201,836 $ - $ 27,144,873 $ -
Trade and other receivables 12,797,523 - 7,544,060 -
Due from related parties 1,312,385 - 86,676 -
Forward contract - - - 505
Investments in equity securities - 4,633,008 - 3,523,826

Financial liabilities:
Trade and other payables $ 33,787,495 $ - $ 20,236,855 $ -
Due to related parties 8,406 - 392,256 -
Lease liabilities 1,160,420 - 875,228 -
Loans and facilities 3,085,000 - 2,925,000 -
Debt 66,708,864 - 5,487,852 -
Contingent consideration payable - 9,979,778 - 1,182,775

(b) Fair value:

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy
that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy
are defined as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 - Inputs for the asset or liability that are not based on observable market data.

Cash and cash equivalents, trade and other receivables, trade and other payables, due to/ from related
parties, other liabilities, lease receivable and lease liabilities are carried at amortized cost. The Company
considers that the carrying amount of these financial assets and liabilities measured at amortized cost to
approximate their fair value due to the short-term nature of the financial instruments.

The Company evaluates the fair value of its equity investments in privately held companies relative to
periodic third-party valuations over the private companies, financial reporting, estimated value in an
exchange with a third party and, where applicable, indications of impairment.

48
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

22. Financial instruments, financial risk and capital management (continued):

(b) Fair value (continued):

The fair values of derivative contracts are measured using a Level 2 fair value measurement.

The fair values of contingent consideration payable are measured based on management’s forecast of
operating results of the relevant acquired subsidiaries (e.g. revenue and adjusted EBITDA) and estimated
discount rates. Accordingly, the valuations involve the use of unobservable inputs and is categorized as
Level 3 fair value measurements.

There were no transfers between levels of the fair value hierarchy in the year ended December 31, 2022
and December 31, 2021.

(c) Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
The Company’s objective in managing liquidity risk is to ensure that it has sufficient liquidity available to
meet its liabilities when due. The Company manages liquidity risk through the management of its capital
structure in conjunction with cash flow forecasting including anticipated investing and financing activities.

The tables below categorize the Company’s financial liabilities into relevant maturity groupings based on
the remaining periods at the consolidated statement of financial position dates to the contractual maturity
dates.

Total
1 year Between 1 Over contractual Carrying
2022 or less and 5 years 5 years cash flows amount

Trade and other payables $ 33,787,495 $ - $ - $ 33,787,495 $ 33,787,495


Income tax payable 2,236,957 - - 2,236,957 2,236,957
Loans and facilities(1) 3,085,000 - - 3,085,000 3,085,000
Debt(1) - 66,708,864 - 66,708,864 66,708,864
Contingent consideration
payable 6,057,478 5,343,709 - 11,401,187 9,979,778
Due to related parties 8,406 - - 8,406 8,406
Lease liabilities 338,612 929,243 - 1,267,855 1,160,420

$ 45,513,948 $ 72,981,816 $ - $118,495,764 $116,966,920

49
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

22. Financial instruments, financial risk and capital management (continued):

(c) Liquidity risk (continued):

Total
1 year Between 1 Over contractual Carrying
2021 or less and 5 years 5 years cash flows amount

Trade and other payables $ 19,334,904 $ - $ - $ 19,334,904 $ 19,334,904


Income tax payable 3,665,748 - - 3,665,748 3,665,748
Loan and facilities(1) 2,925,000 - - 2,925,000 2,925,000
Debt(1) - 5,487,852 - 5,487,852 5,487,852
Contingent consideration
payable 467,911 714,864 - 1,182,775 1,182,775
Due to related parties 392,256 - - 392,256 392,256
Lease liabilities 340,219 617,754 - 957,973 875,228

$ 27,126,038 $ 6,820,470 $ - $ 33,946,508 $ 33,863,763

(1) Interest charges are excluded from the amounts presented above.

(d) Credit risk:

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to
meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial
assets, including cash and cash equivalents, trade and other receivables, and lease receivable. The
Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash
equivalents with high-credit quality financial institutions. As at December 31, 2022, the Company had
cash equivalents of $240,000 (2021 - $240,000) in cashable guaranteed investment certificates. The
Company considers the risk of financial loss on cash and cash equivalents to be remote.

The Company reduces credit risk with respect to trade receivables by regularly assessing the credit risk
associated with these accounts and closely monitoring any overdue balances. In the opinion of
management, the strength of these customers is such that concentration risk exposure to the Company
is low. During the year ended December 31, 2022, the allowance for credit loss increased by $235,616
(2021 - $238,348). There were no write-offs or reversals.

50
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

22. Financial instruments, financial risk and capital management (continued):

(e) Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk is comprised of three types of risk: interest rate risk, currency
risk and equity price risk. The exposures of the Company are monitored regularly by the Company’s
management.

(i) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company continuously monitors interest rates and
economic conditions. At December 31, 2022, the Company had a credit facility (see Note 12) with an
outstanding principal totaling $66,708,864 (2021 – Nil). A 100 basis point change in the interest rate
on the credit facility would have an after-tax impact of $249,376 (2021 – Nil) on net income for the
period.

(ii) Currency risk:

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates against the functional currency.

The Company operates in Canada, the United States, the United Kingdom and Spain and is therefore
exposed to foreign exchange risk arising from transactions denominated in foreign currencies. The
operating results and the financial position of the Company are reported in CAD$. The functional
currency of the parent entity, and some subsidiaries, is CAD$ and is therefore exposed to foreign
currency risk from financial instruments denominated in currencies other than CAD$. The Company
has one subsidiary whose functional currency is Euros and is therefore exposed to foreign currency
risk from financial instruments denominated in currencies other than US$.

51
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

22. Financial instruments, financial risk and capital management (continued):

(e) Market risk (continued):

(ii) Currency risk (continued):

The Company is exposed to foreign currency risk through the following financial assets and liabilities,
expressed in CAD$:

2022 2021

Cash and cash equivalents:


US dollar $ 23,580,106 $ 25,489,135
Euro 257,606 457,875
GBP 168,108 120,644

Trade receivables:
US dollar $ 9,880,321 $ 4,393,052
Euro 737,072 868,309
GBP 207,821 42,777

Trade payables:
US dollar $ 18,902,451 $ 16,131,742
Euro 846,939 488,168
GBP - 73,194

The table below shows the immediate increase (decrease) on net income of a 10% strengthening in
the closing exchange rate of significant currencies to which the Company has exposure as at
December 31, 2022 and 2021. The sensitivity associated with a 10% weakening of a particular
currency would be equal and opposite.

This assumes that each currency moves in isolation. The Company has a policy to manage currency
risk, but as at December 31, 2022, did not enter into arrangements to hedge its currency risk
exposure.

2022 2021

10% strengthening of the CAD$:USD exchange rate $ 1,455,797 $ 1,375,046


10% strengthening of the CAD$:EUR exchange rate 14,773 83,801
10% strengthening of the CAD$:GBP exchange rate 37,594 9,022

52
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

22. Financial instruments, financial risk and capital management (continued):

(e) Market risk (continued):

(iii) Equity price risk:

The Company manages the equity prices portion of its market risk by limiting the amount of its asset
base held in marketable securities; the purchase and sale of marketable securities are not in the
Company's normal course of business. The Company purchased marketable securities of $nil (2021
- $365,453) and sold marketable securities for $nil (2021 - Nil).

The Company is also exposed to equity price risk in relation to its interest in a U.S. investment fund,
which accounts for its investments at fair value as disclosed in note 9.

(f) Derivative financial instruments

(i) Foreign exchange derivatives

Beam uses certain derivative financial instruments, primarily forward foreign exchange contracts, to
manage foreign currency exposures on US sales. The Company does not designate its foreign
exchange contracts as hedging instruments under a fair value hedge accounting model. Therefore,
a change in foreign exchange rates at the reporting date will affect profit or loss. The derivative
financial instruments are categorized under Level 2 in the fair value hierarchy.

During 2022, Beam entered into a series of derivative financial instruments. Instruments on hand as
of December 31, 2022 allow Beam to convert USD $24,517,000 to CAD $33,067,596 up to December
1, 2023. Beam recognized a fair value derivative liability of $586,364 (2021 – derivative asset of
$505).

For the financial year ended December 31, 2022, Beam recognized a loss of $586,869 (2021 –
$585,451 loss) on its foreign exchange derivative recognized within the Statement of Net Loss and
Comprehensive Income/(Loss).

(ii) Interest rate swap derivatives:

On May 20, 2022, Beam entered into an interest rate swap to manage interest rate risk on its debt
facility. Beam does not designate its interest rate swap contracts as hedging instruments under a fair
value hedge accounting model. Therefore, a change in the variable interest rates at the reporting
date will affect profit or loss. This derivative financial instrument is categorized as Level 2 in the fair
value hierarchy.

The interest rate swap exchanges variable interest for fixed interest on $26 million (USD $18.9
million) on the Beam’s debt facility through April 27, 2027. The fixed rate entered was a 3.62%
secured overnight financing rate (“SOFR”) + credit spread of 1.85% totalling 5.47%. The interest to
be paid related to the remaining portion of debt will remain floating based on one-month adjusted
SOFR.

Beam recognized a fair value derivative asset of $215,387 at December 31, 2022 (2021 – Nil). For
the financial year ended December 31, 2022, Beam recognized a gain of $203,203 (2021 – Nil) on
its interest rate swap derivative recognized within the Statement of Net Loss and Comprehensive
Income/(Loss).

53
TINY CAPITAL LTD.
Consolidated Notes to Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise indicated)

Years ended December 31, 2022 and 2021

22. Financial instruments, financial risk and capital management (continued):

(g) Capital management:

The Company’s objectives when managing capital are:

• to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide
returns for shareholders and benefits for other stakeholders; and

• to provide an adequate return to shareholders by pricing products commensurately with the level of
risk.

The Company defines capital as the aggregate of its share capital and credit facilities.

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure
and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of
dividends paid to shareholders, or change staffing levels to mitigate future liabilities.

The Company’s credit facilities include certain reporting requirements covering, among other things,
annual financial statements and forecasts.

There were no changes to the Company’s approach to capital management during the year ended
December 31, 2022.

23. Subsequent events:

(a) Tiny Completes Non-Brokered Private Placement:

On February 8, 2023 and March 17, 2023, the Company completed the first and second tranche of a non-
brokered private placement with the combined issuance of 19,347 Class A common shares at $398/share
for gross proceeds of $7.7M.

(b) Tiny Completes Amalgamation with WeCommerce:

On April 18, 2023, Tiny and WeCommerce completed a three-cornered amalgamation to combine their
businesses in an all-share transaction (the “Transaction”). Immediately following the completion of the
Transaction, WeCommerce changed its name to Tiny Ltd. and commenced trading on the TSX Venture
Exchange under the new trading symbol “TINY”.

(c) Tiny Ltd. Grants Restricted Share Units (“RSU”):

On April 25, 2023, Tiny Ltd. granted 114,765 RSUs to certain employees of the Company. 75,051 RSUs
vested immediately while 39,714 RSUs will vest on April 18, 2024.

54

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