WE Wecommerce Holdings Inc

WeCommerce Holdings Ltd. (formerly, Brachium Capital Corp.) (the “Company”) (TSXV: WE) is pleased to announce that it has completed its previously announced “Qualifying Transaction” (as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange")) involving a three cornered amalgamation where WeCommerce Holdings Ltd., a private British Columbia Corporation, (“WeCommerce”), was amalgamated with a wholly-owned subsidiary of the Company (the “Qualifying Transaction”). In addition, the Company is pleased to announce the conversion and exchange of the subscription receipts (the “Subscription Receipts”) issued in connection with WeCommerce’s previously announced $60 million private placement offering (the “Offering”) of Subscription Receipts co-led by Canaccord Genuity Corp. and TD Securities Inc. (the “Lead Agents”).

Immediately prior to the closing of the Qualifying Transaction, the Company consolidated its issued and outstanding Class A common shares on a 36.9763 to 1 basis (each post-consolidation Class A common share, a “Common Share”) and changed its name from “Brachium Capital Corp.” to “WeCommerce Holdings Ltd.” The Company's new CUSIP number will be 94847U103 and its new ISIN will be CA94847U1030. Shareholders of the Company are not required to take any action with respect to the consolidation or the name change and are not required to exchange their existing share certificates for new certificates bearing the Company's new name. The Company's transfer agent, Computershare Investor Services Inc., will send registered shareholders a new Direct Registration System advice (DRS) representing the number of post-consolidation Common Shares held by such shareholders.

Upon completion of the Qualifying Transaction, including the completion of the Offering, the issued and outstanding share capital of the Company consists of 35,961,591 Common Shares with outstanding options to acquire an additional 1,588,339 Common Shares and outstanding warrants to acquire 10,818 Common Shares.

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin by the Exchange. Subject to final acceptance by the Exchange, the Company will be classified as a Tier 1 issuer pursuant to Exchange policies. The Common Shares are expected to commence trading on the Exchange under the symbol “WE.V” at the opening of the markets on December 14, 2020.

In connection with the Qualifying Transaction, the Company’s incumbent board of directors has resigned and the board of directors has been reconstituted and is now comprised of the following individuals: Andrew Wilkinson, Sara Elford, Chris Sparling, Shane Parrish and Tim McElvaine. In addition, the board has appointed Chris Sparling as Chief Executive Officer, and Evan Brown as Chief Financial Officer. Sara Elford will serve as Chair of the Company’s audit committee.

“Completing this Qualifying Transaction is a milestone achievement," said Chris Sparling, CEO of WeCommerce. "With the proceeds raised, we will continue to position ourselves as the acquirer of choice for software companies within Shopify's partner ecosystem.”

Full details of the Qualifying Transaction and certain other matters are set out in the filing statement of the Company dated November 30, 2020 (the “Filing Statement”). A copy of the Filing Statement can be found under the Company’s SEDAR profile on SEDAR at www.sedar.com.

The Concurrent Financing

As previously announced, WeCommerce and the Company engaged Canaccord Genuity Corp. and TD Securities Inc., to act as co-lead agents, together with Stifel Nicolaus Canada Inc. and PI Financial Inc. (collectively, the “Agents”) to complete a private placement offering of Subscription Receipts on a “commercially reasonable efforts” basis.

The Company is also pleased to announce that the Offering was oversubscribed and WeCommerce that the maximum amount offered under the Offering was raised, being 431,692 Subscription Receipts at a price of $138.99 per Subscription Receipt for aggregate gross proceeds of $60,000,871. In connection with the Offering, WeCommerce paid the Agents a cash fee of $3,000,000.

Immediately prior to the closing of the Qualifying Transaction, each Subscription Receipt was automatically converted into one common share of WeCommerce which was then be immediately exchanged for 19.8554 Common Shares of the Company at a post-transaction price per Common Share of $7.00.

It is expected that the net proceeds of the Offering will be used primarily for strategic acquisitions and general working capital purposes.

In connection with the Offering, the following shareholders have agreed to enter into contractual lockup agreements with the Lead Agents restricting transfer of their securities:

• Tiny Island Holdings Ltd., Wilkinson Ventures Ltd. and Tiny Capital Ltd. have agreed, in relation to 75% of their securities of the Company, that they will not, directly or indirectly, sell, grant, secure, pledge, or otherwise transfer such Common Shares or securities convertible into Common Shares until December 9, 2023; and
• Tiny Island Holdings Ltd., Table Holdings LP, Freemark Partners Holding Company LLC, certain other shareholders and each of the applicable directors and officers of the Company have agreed that they will not, directly or indirectly, sell, grant, secure, pledge, or otherwise transfer any of their Common Shares or securities convertible into Common Shares (other than Common Shares acquired pursuant to the Offering) until June 7, 2021.

Early Warning Disclosure as a result of Completion of the Qualifying Transaction

Pursuant to the Qualifying Transaction, Andrew Wilkinson, a director of the Company acquired control over (i) 11,126,668 Common Shares, through the issuance of such shares to Tiny Island Holdings Ltd. ("Tiny Island"); (ii) 428,559 Common Shares, through the issuance of such shares to Wilkinson Ventures Ltd. (“Wilkinson Ventures”) and (ii) options to acquire 307,223 Common Shares through the issuance of such options to Tiny Capital Ltd. (“Tiny Capital”), each being entities controlled by Mr. Wilkinson, all of which were issued in exchange for the common shares of WeCommerce held by Tiny Island, Wilkinson Ventures and Tiny Capital prior to completion of the Qualifying Transaction. On a non-diluted basis, Mr. Wilkinson exercises control over 11,555,227 (32.1%) of the Common Shares. On a fully-diluted basis, Mr. Wilkinson exercises control over 11,862,450 (31.5%) of the issued and outstanding Common Shares. Chris Sparling, the Chief Executive Officer of the Company holds an approximate 20% interest in each of Tiny Island and Tiny Capital. Mr. Wilkinson currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Wilkinson may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Qualifying Transaction, Table Holdings LP (“Table”) acquired control over 6,382,976 Common Shares all of which were issued in exchange for the common shares of WeCommerce held by Table prior to completion of the Qualifying Transaction. On a non-diluted basis, Table exercises control over 6,382,976 (17.7%) of the Common Shares. On a fully-diluted basis, Table exercises control over 6,382,976 (17%) of the issued and outstanding Common Shares. Table currently does not have any plan to acquire or dispose of additional securities of the Company. However, Table may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Qualifying Transaction, Freemark Partners Holding Company LLC (“Freemark”) acquired control over 4,319,821 Common Shares all of which were issued in exchange for the common shares of WeCommerce held by Freemark prior to completion of the Qualifying Transaction. On a non-diluted basis, Freemark exercises control over 4,319,821 (12%) of the Common Shares. On a fully-diluted basis, Freemark exercises control over 4,319,821 (11.5%) of the issued and outstanding Common Shares. Freemark currently does not have any plan to acquire or dispose of additional securities of the Company. However, Freemark may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

The foregoing disclosure regarding is being disseminated pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com and may also be obtained by contacting the Company’s CFO Evan Brown at evan@wecommerce.co or 250-888-9424.

For additional information concerning the Qualifying Transaction and the foregoing matters in connection therewith, please refer to the Company’s press releases dated August 17, 2020, October 29, 2020, November 26, 2020 and November 30, 2020 and the Filing Statement, all of which are available under WeCommerce’s SEDAR profile at www.sedar.com.

About WeCommerce Holdings Ltd.

WeCommerce is holding company that owns a family of companies and brands in the Shopify partner ecosystem, including, Pixel Union, Out of the Sandbox, Yopify, SuppleApps, Rehash and Foursixty. The Company’s primary focus is to build, grow and acquire businesses that serve the Shopify Partner ecosystem. These businesses consist largely of Software as a Service, Digital Goods and Services businesses. Generally, these businesses build Apps and Themes and run Agencies that support Shopify merchants.

WeCommerce is focused on acquiring businesses with growth potential, a sustainable competitive advantage and that are, or have the potential to become, a leader within their particular market. The Company targets businesses within the Shopify ecosystem due to its confidence in the Shopify platform, the fragmented nature of the ecosystem and the attractive economics that the businesses generally exhibit. As one of Shopify’s first partners since 2010, WeCommerce believes it is well positioned to continue to identify acquisition opportunities in the Shopify Partner ecosystem..

For more information, please contact:

Evan Brown, Chief Financial Officer evan@wecommerce.co250-888-9424

Cautionary Note Regarding Forward-Looking Information

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

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

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

Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.