BECKETT'S™

NON-ALCOHOLIC COCKTAILS + SPIRITS

BECKETT'S INC.

(formerly, The Tinley Beverage Company Inc.)

Management’s Discussion and Analysis

For the year ended December 31, 2024

Description of Business ...2
Business Overview ...3
Canadian Companies with U.S. Marijuana-Related Assets ...8
Overall Performance ...14
Key Management Compensation and Related Party Transactions ...17
Financial Risk Management ...18
Capital Management ...19
Material Accounting Policy Information ...20
Risk Factors ...29
Cautionary Note Regarding Forward-Looking Statements ...44
Disclosure of Internal Controls Over Financial Reporting ...44
Management’s Responsibility for Financial Information ...45

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

This Management’s Discussion and Analysis (“MD&A”) constitutes management’s assessment of the financial condition and results of operations of Beckett’s Inc. (formerly, The Tinley Beverage Company Inc.) (“Beckett’s” or the “Company”) for the year ended December 31, 2024. It is supplemental to, and should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023 (the “2024 Financial Statements”). The 2024 Financial Statements and the financial information contained in this MD&A have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the IFRS Interpretations Committee. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. In preparing this MD&A, management has taken into account information available up to the date of this MD&A. Unless otherwise indicated, all figures presented in this MD&A are expressed in Canadian Dollars (“$” or “C$”). Unless the context otherwise requires, references in this MD&A to the “Company”, “Beckett’s” or “we” refers to Beckett’s and its subsidiaries.

This discussion contains forward-looking statements that are not historical in nature and involves risks and uncertainties. Forward-looking statements are not guarantees as to Beckett’s future results as there are inherent difficulties in predicting future results. This MD&A includes, but is not limited to, forward-looking statements. Management considers the assumptions on which these forward-looking statements are based to be reasonable at the time the statements were prepared. Accordingly, actual results could differ materially from those expressed or implied in the forward-looking statements. Additional information relevant to Beckett’s activities, including Beckett’s press releases can be found on SEDAR+ at www.sedarplus.ca.

This MD&A has been prepared with reference to the requirements of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (“CSA”) and Staff Notice 51-352 (Revised) – Issuers with US Marijuana Related Activities (“Staff Notice”).

1. DESCRIPTION OF BUSINESS

Beckett’s was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation dated October 26, 2007. Through its subsidiaries, the Company has worked with beverage alcohol product developers and flavourists to produce a line of liquor-inspired, non-alcoholic cocktails and spirits. These base formulations were produced as cannabis-infused drinks at state-licensed contract manufacturers. The Company, through its subsidiaries, built the Long Beach, California facility (“Long Beach Facility”) and its subsidiaries acquired necessary cannabis licences to produce its own brand of beverages, and to manufacture cannabis-infused beverages for third-party contract manufacturing brands. The Company closed and exited from the Long Beach Facility on August 31, 2023.

In response to consumer and non-licensed retail demand for its non-cannabis THC-infused samples in California, the Company began to commercialize and produce its Beckett’s line of liquor-inspired, non-alcoholic, non-cannabis-infused beverages in 2020. This line of products continues to be distributed and sold at non-cannabis-licensed retail locations in the US. These products continue to provide accelerating revenue, as the non-alcoholic beverage category experiences continued growth through increasing consumer demand across retail and on-premise channels.

The Company is poised to build further on the Beckett’s non-alcoholic business by evaluating state-by-state opportunities to producing hemp-derived delta-9 THC-infused versions of the high performing non-alcoholic drinks where permitted for production, distribution and sale. The Company completed initial production of its new Beckett’s hemp THC cocktail beverages in Q3 2024 all of which were sold to Total Wine & More stores in Texas, Florida and Louisiana. The Company completed its second production run of hemp-derived delta-9 THC products in Q4 2024 and added CBD to the beverages. These products are for distribution to additional Total Wine & More stores where these products are approved for sale as well as to other potential retailers.

The Company is considering re-launching a revamped line-up of its original regulated cannabis-infused drinks following the anticipated, rapid production, sales and return on capital cycle that the industry is experiencing in the fast-growing non-alcoholic and in the hemp delta-9 THC-infused beverage categories. These state-regulated cannabis products are expected to be produced through the Company’s licensed manufacturing partner Delta Bev, and distributed and sold to licensed dispensaries and for home delivery in California through an exclusive distribution

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

partner, Sulo Distro. Both Delta and Sulo operate under licences held by Illa Canna LLC, a subsidiary of the Company's strategic investor, Blaze Life Holdings Inc. ("BLH").

The common shares in the capital of the Company ("Common Shares") are listed on the Canadian Securities Exchange ("CSE") under the trading symbol "BKTS" and on the OTCQB under the trading symbol "BKTSF".

The Company's registered office address is 181 Bay Street, Suite 1800, Toronto, Ontario, M5J 2T9, Canada.

The Company's core intellectual property is a set of proprietary formulations for alcohol-free cocktails and spirits. Each beverage is positioned with proprietary trademarks and trade-dress as a recognizable alternative to the traditional alcohol versions, with flavour profiles and packaging designed to reference and replicate the traditional alcoholic drink experience.

Flavour profiles were further refined through reformulation in 2022 to optimize taste profiles and to reduce supply chain costs and production complexity.

The Beckett's Tonics® and Beckett's '27® lines of non-cannabis-non-alcoholic spirits and cocktails were relaunched following reformulation into distribution at Total Wine & More's 279 retail locations across 29 states, with ongoing re-orders and production driven by sustained and increasing consumer demand at retail. These foundation formulas share similar branding and taste profiles with the new hemp-derived delta-9-THC-infused line, and with any regulated cannabis-infused products the Company may plan to re-introduce. The Beckett's brand is also authorized to be sold at select HEB locations in Texas and continues to expand with new distributor and retail partners into new territories and markets.

Following Beckett's anticipated growth in the US relaunch, the Company will consider low-capital-intensive opportunities to expand territories for its brands, through strategic licensing, export, and profitable manufacture and distribution where possible for the Beckett's product formulations.

2. BUSINESS OVERVIEW

Financing Activities

On January 26, 2024, the Company closed a non-brokered private placement (the "January 2024 Private Placement") of 58,660,000 units of the Company ("Units") at a price of $0.025 per Unit for gross proceeds of $1,466,500 and the settlement of $533,500 of outstanding indebtedness of the Company pursuant to the issuance of an additional 21,340,000 Units to certain creditors. Each Unit issued in the January 2024 Private Placement is comprised of one Common Share and one common share purchase warrant ("Warrant"). Each such Warrant will entitle the holder to purchase one (1) Common Share at a price of $0.05 per Common Share until January 26, 2027.

On September 3, 2024, the Company announced that on August 30, 2024, the Company (i) closed its previously announced non-brokered private placement ("August 2024 Private Placement") of 9,997,720 Units at a price of $0.18 per Unit for gross proceeds of approximately $1.8 million and (ii) completed the settlement of approximately $6.5 million of outstanding indebtedness of the Company owing to certain creditors, including $5,338,035 of secured debt owing to BLH, pursuant to the issuance of an additional 16,790,661 Units and the transfer of the Company's bottling line to its strategic partner, BLH, at a deemed price of approximately $3.5 million ("Debt Settlement"). The Debt Settlement included full and final satisfaction of the up to US$3.5 principal amount secured convertible grid note issued to BLH dated June 10, 2022 ("BLH Note"), and the Company was forever released and discharged of and from, all of their obligations of every nature and kind relating to or arising under, or in connection with the BLH Note and the security associated with the BLH Note was forever released and discharged. The "Majority Ownership Option", as defined in the BLH Note, shall remain in effect for the duration of the "Majority Ownership Option Term" as defined in, and pursuant to the terms of, the BLH Note. Each Unit issued in the August 2024 Private Placement and as part of the Debt Settlement is comprised of five (5) Common shares and five (5) Warrants. Each such Warrant will entitle the holder to purchase one Common Share at a price of $0.05 per Common Share until August 30, 2027.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

The closing of the Debt Settlement resulted in BLH becoming a new Control Person (as defined in the Policies of the CSE) of the Company, as it then owned, or exercised control or direction over, an aggregate of 66,838,425 Common Shares and 66,838,425 Warrants, representing approximately 18.40% of the total issued and outstanding Common Shares, or approximately 36.80% assuming the exercise of all Warrants owned, controlled or directed by BLH.

Business Development

On January 26, 2024, the Company announced the appointment of Mr. Shreyas Balakrishnan to the Company's board of directors.

The Company added that the Canoga Park Facility became fully operational and that the Company's glass bottling line had been installed there. The bottling line was commissioned shortly thereafter.

The Company further announced that it's working with its retail sales and distribution broker, Emergent Beverages, to increase revenue from the sales of Beckett's no-alcohol products through Total Wine & More's 279 superstores across 29 US states, as well as through new sales to additional US customers.

The Company additionally announced that production, distribution and sales planning were underway for the Company's new line of Beckett's hemp-derived delta-9 tetrahydrocannabinol ("HD-9 THC") beverages. Such planning is ongoing.

On February 12, 2024, the Company announced the grant of stock options ("Options") to certain directors, officers, employees and consultants of the Company to purchase up to an aggregate of 10,150,000 Common Shares, with each Option entitling the holder thereof to purchase one (1) Common Share at an exercise price of $0.06 per Common Share until February 9, 2029.

On May 17, 2024, the Company announced that Mr. Theodore Zittell had stepped down as chief executive officer ("CEO"), and the Company had appointed Mr. Larry Weintraub as Beckett's new CEO. The Company also confirmed that Mr. Zittell remains a director on the Company's board and serves as Chairman.

On the same date, the Company announced the grant of Options to the new CEO to purchase an aggregate of 3,000,000 Common Shares, with each Option entitling the new CEO to purchase one (1) Common Share at an exercise price of $0.05 per Common Share until May 17, 2029.

On May 31, 2024, the Company announced that a significant portion of the net proceeds of the January 2024 Private Placement was used by the Company towards production and building an inventory reserve of Beckett's no-alcohol beverages in order to seamlessly fulfill new purchase orders in real-time once received. A portion of the inventory reserve will also be used for sales samples to promote and market Beckett's across the US in support of the Company's sales expansion initiatives and a portion will also be used to fulfill ecommerce orders, with on-line ordering across the US for home delivery now available since June 2024.

Additionally, the Company announced that it had signed a distribution agreement with Atlantic Beverage Distributors for the sale of Beckett's Tonics® and Beckett's '27® no-alcohol beverages in the state of Massachusetts. Beckett's fulfilled Atlantic Beverages' first purchase order, and the brand launch took place during the week of June 3, 2024. Other active contract discussions are underway with key regional distributors, including active discussions with leading regional Anheuser Busch distributors in the US Midwest.

Furthermore, the Company announced that it had allocated sufficient budget towards an initial production run of its most recent product offering, Beckett's Tonics® HD-9 THC beverages, which is now available to the marketplace and has been approved for inclusion for Total Wine & More's 77 Texas and Florida stores. To facilitate the sales and distribution of Beckett's HD-9 products, the Company expanded its relationship with its broker, Emergent Beverages, to now include the sale and distribution of Beckett's HD-9 THC products in the states of California, Florida, Texas, New Jersey, Arkansas, Tennessee, Kentucky and Louisiana. Beckett's HD-9 THC products represented by Emergent

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Beverages will be distributed by the licensed Mexcor International distribution partner in California, Florida and Texas and by select licensed distributors in the other states referenced above.

On July 8, 2024, the Company announced that it would be fully exiting the co-packing business in order to streamline the Company's focus and resources on the production, sales and brand building of its own Beckett's non-alcoholic, HD-9 THC and cannabis-infused beverages.

On September 30, 2024, the Company announced that its first production run of Beckett's HD-9 THC infused versions of its classic Beckett's Tonics® had been purchased by Total Wine & More for sale at its nearly 80 retail locations in Texas and Florida.

On December 9, 2024, the Company announced the results of the 2024 annual and special meeting of shareholders that took place on December 6, 2024. The Company stated that the shareholders had overwhelmingly approved each of the resolutions put to the shareholders for consideration and all of management's director nominees, including Larry Weintraub, were duly elected for the ensuing year.

On March 10, 2025, the Company announced that it was changing its name from "The Tinley Beverage Company Inc." to "Beckett's Inc.", as the new name better aligned with the Company's focus on developing and marketing the Beckett's brand. The name change was completed pursuant to the filing of articles of amendment on March 12, 2025.

Also on March 10, 2025, the Company announced that it signed an exclusive distribution agreement with Hawthorne Heritage Beverage, a division of Kohler Distributing, a Molson Coors distributor and one of the largest in the state of New Jersey. Hawthorne Heritage Beverage will be distributing Beckett's HD-9 THC beverages in the Garden State and an initial order has already been delivered.

The Company also announced that in Connecticut, it has entered into an exclusive distribution agreement with Mancini Beverage, a Molson Coors Distributor, to distribute Beckett's non-alcoholic beverages to both retail and on-premise bars and restaurants throughout the state and an initial order has already been delivered.

Retail Growth Strategy

In 2023, the Company planned and executed its growth strategies and cost savings initiatives, enabled by the new capital received in June 2022 from BLH. The Management Services Agreement entered into between the Company and BLH in January 2023 solidified improvements in capability and productivity at the Long Beach Facility, and accelerated reductions in overhead. However, after making the determination to shut down manufacturing operations at the Long Beach Facility, it no longer made commercial sense to continue with the Management Services Agreement once the transition was fully completed. On September 30, 2024, the Company terminated the Management Services Agreement, which is expected to result in a further almost $1,000,000 of annual costs savings.

Beckett's Tonics® and Beckett's '27® Non-Alcoholic Spirits and Cocktails

The Company's current Beckett's brand non-alcoholic products are the base beverage formulations of the Tinley's™ Tonics and Tinley's™ '27 branded infused products produced in California. Beckett's Tonics® and Beckett's '27® Non-Alcoholic Spirits and Cocktails have been produced as non-infused drinks at third-party beverage facilities. The non-alcoholic Beckett's brand products address the rapidly growing "low-no alcohol" beverage category, as reported by industry, consumer and business publications (Forbes, December 23, 2022 "The Low-No Alcohol Drinks Market Surpasses $11 Billion in 2022"), allowing retailers to offer and consumers to enjoy premium tasting adult beverages without the intoxicating effects of alcohol.

In 2022, in evaluating the initial production and launch of Beckett's in 2019 and 2020, the Company decided to reformulate the products for scaled commercialization, ensuring a consistent ingredient and formulation base and the same flavour experience as its Tinley's infused products, without the terpenes and cannabis emulsion as added to the Tinley's infused SKU's, and to more-closely match the target beverage alcohol spirits, liqueurs and cocktails taste experience. The benefits to the Company include improved flavour, reduced cost, reduced complexity of supply chain and manufacturing and the opportunity to seek out low-risk opportunities to expand the brand driven by the new simplified formulations. The reformulation enabled the production of Beckett's Tonics® in high-demand aluminum

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

cans packed in convenient 4-packs, and the reintroduction of the coffee-liqueur style multi-serve Beckett’s ‘27®’ product, for a full lineup of eight reformulated Beckett’s products now in distribution.

Reformulation was done at no direct cost to the Company and enabled the Company to own the new formulation recipe intellectual property (“IP”). It has reduced supply chain and manufacturing complexity, which also simplifies HD-9 THC and regulated cannabis-infused production at the Canoga Park facility. The Company has now relaunched the reformulated 8-SKU Beckett’s line at Total Wine & More in 279 retail locations across 29 US states. The program, managed through the Company’s broker, Emergent Beverages, continues to receive and fulfill purchase orders for direct-to-retailer warehouse delivery, for its 4-packs of the four Beckett’s Tonics® non-alcoholic ready-to-drink cocktail flavours and for the four Beckett’s ‘27® non-alcoholic multi-serve spirits and liqueurs. Total Wine & More featured the 8-product program on in-store end-aisle displays as part of its ‘Dry January’ in-store merchandising and promotion initiatives in January 2023. Similar programming took place for Dry January 2025. The Beckett’s non-alcoholic SKU’s continue to experience strong growth at Total Wine & More. The Company is also in discussions for Beckett’s products to be distributed through other retailers across the country. The Company’s initial strategic review of Beckett’s aimed to accelerate the realization of value from the Beckett’s Tonics® and Beckett’s ‘27®’ brand assets in the US without requiring additional capital investment. Now that the Company has moved production to partner BLH’s Canoga Park facility to benefit over time from lower-cost and shorter-timeframe contract packing, and building levels of replenishment inventory to fulfill new and repeated purchase orders, and increased availability of sample stock for pursuing additional retail programs, single inventory of ingredients and closer control of other inputs, and consolidated 3PL and warehousing, which enabled direct-to-consumer ecommerce sales and fulfillment for Beckett’s non-alcoholic beverages in Q2 2024. Initial Beckett’s HD-9 THC infused cocktail beverage production was completed in Q3 2024 with additional production completed in Q4 2024.

Management is pursuing strategic presentations to key distributors known to Company officers and directors and to retailers through the Company’s relationship with Emergent Beverages. Distribution is contemplated to on-premise groups targeting the trade at hotels, bars and restaurants. The Company intends to invest capital realized from proceeds of sales in the requisite marketing program tools and media coverage of the Beckett’s brand, as well as supporting Beckett’s sampling and brand activations at events where warranted.

Though federally legal in the US, HD-9 generally speaking, HD9 THC products must be moved to the market through licensed distributors, and cannot be sold direct to retailer warehouses. Management is working with its distributor contacts and with Emergent to determine the optimal routes to the widest markets for both Beckett’s non-alcoholic and Beckett’s HD-9 THC infused versions under the one Beckett’s brand.

Third-Party Brand Manufacturing & Distribution and Additional Territory/Expansion Opportunities

The Company believes future US Federal legal and regulatory changes (including potential future rescheduling) and enforcement decisions addressing the laws and regulations establishing the illegality of cannabis and the related banking restrictions and the prohibitions against inter-sate commerce of adult recreational and medical cannabis, may drive new opportunities for revenue with supply chain, manufacturing, and distribution efficiencies, all of which can be best realized through high-capacity operations at the Canoga Park facility. The Company also understands that clarity remains elusive on interstate regulatory harmonization and the prospect of accretive taxation, two factors which would directly impact efficiencies and profitability of interstate operations. Multi-state opportunities will be evaluated, as the Company primarily focuses time and resources to expand distribution and sales of its Beckett’s non-infused products and the less arduously regulated Beckett’s HD-9 THC infused line.

Synergy initiatives undertaken by management since June 2022 in collaboration with our strategic investor partner BLH and its divisions have yielded large cost savings. The collaboration also produced improvements in engineering and productivity at the Long Beach Facility, enabling improved 2022 operating results which continued through quarters posting improved results in 2023.

The Management Services Agreement between the Company and BLH enhanced the Company’s ability to accelerate savings through reductions in overhead costs, and to improve manufacturing margins across the lines of product scheduled for production in Canoga Park, through efficiencies of scale, proximity of supervision, and consolidation of inputs and finished goods inventories. The Company continues to operate at the anticipated reduced overhead levels

BECKETT'S INC.

(formerly, The Tinley Beverage Company Inc.)

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2024

at savings of approximately US$1,000,000 annually. On September 30, 2024, the Company terminated the Management Services Agreement which is expected to result in a further almost $1,000,000 of annual costs savings.

Tinley's Brand in Canada

As announced by the Company on March 21, 2023, the Company has paused its manufacturing and distribution of Tinley's and Beckett's products in Canada, due to market complexity and regulatory constraints. The Company will consider scenarios including IP licensing for Canada, for profitable and compliant participation in the Canadian market.

CBD Beverages

Lakewood Libations Inc. ("Lakewood"), a wholly-owned subsidiary of the Company, has historically produced beverages containing regulated cannabis-derived CBD, CBN, and CBG for third-party brands. The Company added hemp-derived CBD to its own infused beverage formulations during the second production run of HD-9 THC beverages.

All active production at the Long Beach Facility was completed on August 20, 2023.

The Company vacated the Long Beach Facility shortly thereafter, and acted through its cannabis-licensed subsidiary to fulfill client and regulatory obligations and discontinued its California cannabis-licences.

Since January 1, 2024

Management acted to deploy capital received from the January 2024 Private Placement and August 2024 Private Placement, to deliver on its strategy as follows:

Procure ingredients and other inputs required to produce Beckett's non-alcoholic products to satisfy outstanding revenue-generating purchase orders from Total Wine & More
Manage outstanding payables and negotiate terms with suppliers
Optimize supply chain and relocate production based on review of available options
Fund recommissioning, and preventive maintenance of the Company's Comac bottling line asset in its new Canoga Park location, to be performed by the OEM personnel on site. The bottling line has now been transferred to BLH as part of the August 2024 Private Placement and Debt Settlement.

The Company announced that it experienced an interruption in its third-party regulated cannabis contract packing revenues coincident with closing of the Company's Long Beach Facility, as it also began to incur costs associated with the transfer of assets and orderly winding down of the licensed facility.

In response to operational challenges and product quality issues experienced at the two contract packers, exacerbated by distance from the Company's supervisory resources, management considered options for new contract packers of Beckett's non-alcoholic beverages,

Following internal analysis, the Company decided to relocate Beckett's production to partner BLH's Canoga Park Facility to benefit in the near-term from reduced manufacturing costs as negotiated, industry-leading manufacturing quality, proximity to supervision and efficiencies from single-location ordering and storage of inputs and finished goods.

Though licensed for production, unanticipated delays in Canoga Park's completion to become operational delayed both Beckett's NA production and the commencement of referral revenue for Long Beach clients contracted to continue production at Canoga Park.

Production of Beckett's non-alcoholic products at Canoga Park was completed to fulfill purchase orders and to maintain an inventory reserve for future purchase orders; additional production is also planned.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Proximity of the Canoga Park facility to a chosen third-party logistics and warehousing resources for non-regulated input materials and finished goods storage enabled the Company to reduce logistics complexity. The Company launched e-commerce direct sales to consumers of Beckett's non-alcoholic drinks in June, 2024 which can be purchased by US customers through its website at www.drinkbecketts.com and online through Amazon and Walmart.

In response to the explosive growth of the HD-9 THC infused beverages, and the natural operational, brand and flavour synergy of non-alcoholic and hemp-infused THC under one Beckett's brand, Management is evaluating the market opportunity for hemp-infused THC versions of its Beckett's Tonics® ready-to-drink cocktails by state and produced the initial run of these products at its partner BLH's Canoga Park facility in Q3 2024 that was sold to Total Wine & More stores in Texas, Florida and Louisiana. The Company completed a second production run of HD-9 THC products in Q4 2024 for distribution to additional Total Wine & More stores where these products are approved for sale as well as to other potential retailers.

In April, The Company signed a distribution agreement with the Atlantic Importing Company to distribute Beckett's products in the states of Massachusetts and Rhode Island and fulfilled an initial purchase order.

Referral revenue from former Long Beach Facility clients who have moved production to Canoga Park began as the Canoga Park Facility came online for production in Q1 2024. As part of the September 30, 2024 termination of the Management Services Agreement, the Company no longer receives referral fee revenue.

3. CANADIAN COMPANIES WITH US MARIJUANA-RELATED ASSETS

On February 8, 2018, the CSA published the Staff Notice, which provides specific disclosure expectations for issuers that currently have, or are in the process of developing, cannabis-related activities in the US as permitted within a particular state's regulatory framework. All issuers with US cannabis-related activities are expected to clearly and prominently disclose certain prescribed information in required disclosure documents.

Such disclosure includes, but is not limited to: (i) a description of the nature of a reporting issuer's involvement in the US cannabis industry; (ii) disclosure that cannabis is illegal under US federal law and that enforcement of relevant laws is a significant risk; (iii) related risks including, among others, the risk that third-party service providers could suspend or withdraw services and the risk that regulatory bodies could impose certain restrictions on the issuer's ability to operate in the US; and (iv) a discussion of the reporting issuer's ability to access public and private capital, including which financing options are and are not available to support continuing operations. Additional disclosures are required to the extent a reporting issuer is deemed to be directly or indirectly engaged in the US cannabis industry, or deemed to have "ancillary industry involvement", all as further described in the Staff Notice. Public reaction to the Staff Notice was generally positive and industry participants welcomed the opportunity to review and provide enhanced disclosure.

As a result of the Company's operations in the US, the Company is properly subject to the Staff Notice and accordingly provides the following disclosure:

All Issuers with US Marijuana-Related Activities

Nature of the Company's Involvement in the US Marijuana Industry

In July 2020, the Long Beach Facility was granted a Type N Cannabis Manufacturing licence from the State of California. Under the California Business and Professions Code, Section 26000, et seq., short titled, the Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUCRSA") and California Code of Regulations Title 4, Division 19 (the "DCC Regulations") (hereinafter MAUCRSA and the DCC Regulations shall be referred to as "California Cannabis Law"), a licence is required to conduct commercial cannabis activity.

Through 2019 and Q2 2020, the Company operated under an IP Agreement licensing its proprietary intellectual property to a licensed operator, (hereinafter, the "Prior Manufacturer"), who, utilizing its cannabis licences, previously manufactured the Company's Tinley-branded products and paid the Company a royalty fee. The Prior Manufacturer was licensed to produce the Tinley-branded products from its premises in Riverside County.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

In April 2020, the Company and the Prior Manufacturer terminated their production agreement for the ongoing production of Tinley-branded Products in anticipation of the Long Beach Facility becoming operational in the second quarter of 2020.

Until August 31, 2023, the Company continued to operate in the cannabis industry as a non-operational entity providing the Long Beach Facility, certain intellectual property for production, equipment, and other resources for Lakewood's operations to Lakewood for the purposes of Lakewood producing the Company's products in the US. Following the closing of the acquisitions of Lakewood and subsequent regulatory approval of the Company as the sole owner of Lakewood, the Company assumed direct control over Lakewood and its contracts with third-party brands.

On September 19, 2023, the Company announced that it had agreed to sell 100% of its shares of Lakewood to Unlimited LLC, subject to certain closing conditions which had not been met at that time. The proposed transaction with Unlimited LLC did not close and Lakewood continues to be a wholly-owned subsidiary of the Company. Lakewood's commercial cannabis distribution license issued by the State of California was surrendered on or about August 8, 2025, and Lakewood's Type N Cannabis Manufacturing license expired on January 14, 2014.

Cannabis Illegality

In the US, cannabis is largely regulated at the state level. To the Company's knowledge, there are to date a total of at least 41 states, plus the District of Columbia and Puerto Rico, which allow their residents to use medical cannabis and at least 23 states that permit adult-use (or decriminalized) of cannabis. Notwithstanding the permissive regulatory environment of commercial cannabis at the state level, the Federal Controlled Substances Act ("FCSA") makes it illegal under federal law to manufacture, distribute, sell, cultivate, or dispense cannabis (21 U.S.C. § 801, et seq). Cannabis is categorized as a Schedule I controlled substance under the FCSA and as such, violates federal law in the US. Companies that engage in any form of commerce in the cannabis industry and individuals investing in a cannabis business may be subject to federal criminal prosecution along with civil fines and penalties. Federal enforcement could lead to dissolution, asset forfeiture and total loss of investment. Thus, enforcement of relevant laws is a significant risk.

Guidance from Federal Authorities

The US Supreme Court has ruled in a number of cases that the federal government does not violate the federal constitution by regulating and criminalizing cannabis, even for medical purposes. Therefore, federal law criminalizing the use of cannabis pre-empts state laws that legalize its use for medicinal and adult-use purposes.

As a result of the conflicting views between state legislatures and the US federal government regarding cannabis, investments in cannabis businesses in the US are subject to inconsistent legislation and regulation. The response to this inconsistency was addressed in August 2013, when then Deputy Attorney General, James Cole, authored a memorandum ("Cole Memorandum") addressed to all US district attorneys acknowledging that, notwithstanding the designation of cannabis as a controlled substance at the federal level in the US, several US states had enacted laws relating to cannabis for medical purposes, and that federal enforcement of the applicable federal laws against cannabis-related conduct should be focused on certain priorities.

The Cole Memorandum outlined certain priorities for the US Department of Justice ("DOJ") relating to the prosecution of cannabis offenses.

On January 4, 2018, Jeff Sessions, then the US Attorney General issued a memorandum ("Sessions Memorandum") that rescinded the Cole Memorandum. The Sessions Memorandum rescinded previous nationwide guidance specific to the prosecutorial authority of US Attorneys relative to cannabis enforcement on the basis that they are unnecessary, given the well-established principles governing federal prosecution that are already in place. Those principals are included in chapter 9.27.000 of the US Attorneys' Manual and require federal prosecutors deciding which cases to prosecute to weigh all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes on the community.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Due to the ambiguity of the Sessions Memorandum in relation to medical cannabis, there can be no assurance that the federal government will not seek to prosecute cases involving cannabis businesses that are otherwise compliant with state law. Such potential proceedings could involve significant restrictions being imposed upon the Company or third parties, and also divert the attention of key executives. Such proceedings could have a material adverse effect on the Company's business, revenues, operating results, and financial condition as well as the Company's reputation, even if such proceedings were concluded successfully in favor of the Company.

As the Sessions Memorandum demonstrates, the US approach to enforcement of cannabis violations of the FCSA can change at any time. While there is some uncertainty at the federal level, on March 23, 2018, the omnibus spending bill signed into law by President Trump included an updated version of the Rohrabacher-Blumenauer Amendment, which, as stated above, prohibits the DOJ from using federal funds to prevent states with medical cannabis regulations from implementing laws that authorize the use, distribution, possession or cultivation of medical cannabis. The amendment applies to medical cannabis but not recreational cannabis and does not change the designation of cannabis as a Schedule I controlled substance under the FCSA.

The position of the new Trump administration is unclear with respect to cannabis. Current U.S. Attorney General Pam Bondi has only indicated a view of giving careful consideration to cannabis policies without giving further commitment or insight into the matter or how the administration will approach the regulation of cannabis or enforcement of the FCSA.

While cannabis remains illegal at the federal level, there have been numerous attempts by various members of Congress and the House of Representatives at passing federal legislation to bar the federal government from interfering with any state-approved cannabis legalization and permit cannabis businesses to use the federal banking system. While all of these have failed or stalled out, it does provide optimism that federal cannabis policy remains an important issue for some elected officials.

While bipartisan support has been gaining traction on decriminalization and reform for a few years now, there is currently no imminent timeline on any potential legislation. There is no guarantee that the Presidential administration will not change its stated policy regarding the low-priority enforcement of US federal laws that conflict with state laws or that the Rohrabacher-Blumenauer Amendment will continue to be included in future federal budget bills or appropriations legislation.

Any increase in the US federal government's enforcement of current US federal law could cause adverse financial impact and remain a significant risk to the Company's business, which could in turn have an impact on the Company's operations or financial results. A change in its enforcement policies could impact the ability of the Company to continue as a going concern (see "Risk Factors").

US Enforcement Proceedings

The US Congress has passed appropriations bills (at various times, the "Rohrabacher-Farr Amendment," the "Leahy Amendment" and the "Joyce Amendment," hereinafter the "Budget Rider Protections") each of the last several years to prevent the federal executive branch (and specifically the DOJ) from using congressionally appropriated funds to enforce the FCSA against regulated medical cannabis businesses operating in compliance with state and local laws, which effectively allows states to implement their own laws that authorize the use, distribution, possession, or cultivation of medical cannabis. The Budget Rider Protections were first introduced in 2014 and has been reaffirmed annually since then as an amendment to omnibus appropriations bills, which by their nature expire at the end of a fiscal year or other defined term. The current Budget Rider Protections will remain in effect, through the signing of the Further Consolidated Appropriations Acts, 2024, through September 30, 2024. At such time, it may or may not be included in the omnibus appropriations package or a continuing budget resolution, and its inclusion or non-inclusion, as applicable, is subject to political changes. It should be noted that this amendment does not apply to adult-use cannabis.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

the FCSA, any individual or business – even those that have fully complied with applicable state law – could be prosecuted for violations of US federal law. Therefore, until Congress amends the FCSA regarding cannabis, enforcement of US federal law remains a significant risk. Any increase in the US federal government’s enforcement of current US federal law could cause adverse financial impact and remain a significant risk, which could in turn have an impact on the Company’s operations or financial results. A change in its enforcement policies could indirectly impact the ability of the Company to continue as a going concern.

Related Risks

California Cannabis Law establishes a highly regulated system for all commercial cannabis activities in California. This system requires all commercial cannabis activity to be conducted by licensees who are subject to the laws and regulations of the system. The Company’s Tinley’s-branded products produced by Lakewood, held various licences, including a Type 6 Manufacturing License. Because Lakewood had a Type 6 Manufacturing License, Lakewood was permitted to manufacture the Company’s products in compliance with California Cannabis Law. Lakewood relies on a variety of third-party licensees to obtain ingredients including but not limited to cannabis, and to distribute and sell the Company’s products to authorized consumers. Each and every third-party licensee contracting with Lakewood is also subject to the stringent laws and regulations governing cannabis activities in California. In addition to fines, the penalties for non-compliance range from temporary licence suspension to complete revocation of the licence. This creates additional risk for the production and sale of the Company’s cannabis-infused products.

In addition to the risks associated with third-party licensees, there are also general concerns associated with operating in the California cannabis industry. Some, but not all of these concerns are set forth below:

Change in California Cannabis Law – Regular changes in California Cannabis Law that may negatively impact the sale and production of the Tinley-branded products.
Banking – Due to federal laws against cannabis, most banks are unwilling to take deposits, issue credit cards, open bank accounts, or assist with payroll services for cannabis businesses. While efforts are underway to address the banking issue, cannabis businesses deal primarily with cash. This presents numerous risks related to security, managing cash flow and the inability to invest funds. The California Board of Equalization allows for cash payments of tax bills at county branches located throughout the state. Nevertheless, cash-related issues continue to present risks for investors.
Taxes – Under Internal Revenue Code Section 280E, cannabis businesses are prohibited from deducting their ordinary and necessary business expenses, except for the “costs of goods sold” by cultivators. There is risk in that Company’s operations may be required to pay tax on both proceeds received in connection with third-party manufacturing services and proceeds from the sale of the products to be paid out to clients as royalties, without the benefit of being able to deduct the payout of such royalties. This results in cannabis enterprises facing much higher federal tax rates than similar companies in other industries. While opinions differ, experts estimate from 40% to 70% as the effective federal tax rate imposed by Section 280E.
Food and Drug Administration – The FDA does not permit or allow any statement that cannabis or cannabinoid, including CBD, is intended to treat or cure any disease. Research and scientific studies are underway throughout the US; however, no product may make statements of diagnosis, treatment, or cure for any disease without FDA approval. Further, the FDA has declared that consumable CBD products, whether cannabis or hemp-derived, are untested “new drugs” and, thus are illegal for consumption until FDA approval. The CDPH and its successor regulator, the Department of Cannabis Control (“DCC”) have followed the FDA’s lead, stating that such consumable CBD products will not be legal in California until the FDA determines that CBD is safe for human or animal consumption or the California legislature determines otherwise.
Product Liability Claims – Insurance law and available products for cannabis operations, and product liability of cannabis, is a major concern for the industry. Investors should be aware that insurance policies may be limited, or claims may be challenged by insurance carriers.
Background Checks – California and some local jurisdictions require background checks for management and employees as well as applicants for licences and permits. Although some cannabis-related convictions are not

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

prohibited for obtaining licensing, convictions for other offenses may cause a delay or make a Company ineligible for licensing.

Ability to Access Public and Private Capital

While the Company has accessed private and public financing in the past, there is neither a broad nor deep pool of institutional capital that is available to cannabis licence applicants or holders. There can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable.

Operating Exposure

The Company currently has limited operating exposure in Canada as a result of its recent decision on March 21, 2023 to pause operations in Canada (see Business Overview: Retail Growth Strategy: Territorial Expansion). The Company's cannabis and non-cannabis-based operating exposure is now primarily in the United States.

Legal Advice, Compliance, and Potential Exposure

The Company is monitoring compliance with California Cannabis Laws as applicable to its operations. The Company has engaged California-based cannabis regulatory compliance counsel, who have substantial experience advising cannabis companies on how to comply with California Cannabis Laws and other California laws. The Company's counsel assists management with ensuring the Company's applicable operations comply with all California Cannabis Laws. Nevertheless, there is no assurance that the Company or Lakewood will be able to maintain or remain in compliance with California or other state laws. Moreover, even if Lakewood complies with each and every law and regulation, they may still be subject to federal criminal prosecution along with civil fines and penalties. Federal enforcement could lead to dissolution, asset forfeiture and total loss of investment.

Involvement with Cultivation and Distribution

US Cannabis Issuers with Direct Involvement in Cultivation or Distribution

Until July 2020, the Company's involvement in the California cannabis industry was limited to entering into an IP licensing arrangement with the Prior Manufacturer for the production of Tinley-branded products. The Prior Manufacturer typically used cannabis purchased from third-party licencees in extracted forms, rather than cannabis cultivated under its own licences, to manufacture the Company's products. The Prior Manufacturer also contracted directly with licensed cannabis distributors for distribution of the Company's products. The Prior Manufacturer also has a distribution licence and distributed the Company's products. Cannabis manufacturing activity commenced in the Long Beach Facility upon such facility receiving a cannabis manufacturing licence from the State of California, and the products continue to be distributed by third-party distributors. Through Lakewood, the Company no longer had a need to licence its intellectual property for cannabis production, but rather Lakewood directly manufactured the Tinley's-branded products at the Long Beach Facility. As such, the Company, through its wholly owned subsidiary Lakewood, was directly involved in the manufacture and distribution of cannabis products, for its own brand and for third-party client brands, until the Company ceased production in August 2023 and proceeded to vacate the Long Beach Facility.

US Cannabis Issuers with Indirect Involvement in Cultivation or Distribution

N/A.

US Cannabis Issuers with Material Ancillary Involvement

Per the DCC, the consolidated regulatory successor to the CDPH and the BCC, Lakewood no longer holds any active DCC-issued commercial cannabis licenses.

The Company has obtained legal advice regarding compliance with applicable state regulatory frameworks and exposure and implication arising from US federal laws in the states where it conducts operations. As of the date of this MD&A, the Company has not received any notices of violation, denial, or non-compliance from any US authorities. The Company no longer owns any cannabis licenses.

BECKETT'S INC.

(formerly, The Tinley Beverage Company Inc.)

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2024

State-Level Overview

Currently, the Company's US cannabis operations are limited to the State of California. The following sections present an overview of regulatory conditions for the cannabis industry in California.

California

While cannabis laws in California have a long history, the current law in California is the Medical and Adult Use Cannabis Regulation and Safety Act ("MAUCRSA"), and the promulgating regulations are found in the Cal. Code of Reg. Title 4, Division 19. The While licensing and regulation of licensees used to be split between three (3) separate state agencies, in 2021 California Governor Gavin Newsom signed into law Assembly Bill 141 which consolidated all regulation of cannabis into the California Department of Cannabis Control (the "DCC"). The DCC adopts and enforces rules and regulations for commercial cannabis license holders in California, including cultivators, retailers, manufacturers, distributors, testing laboratories, microbusinesses, and temporary cannabis events.

To operate legally under state law, cannabis operators must obtain a state licence and local approval. Local authorization is a prerequisite to operating, and local governments are permitted to prohibit or otherwise regulate the types and number of cannabis businesses allowed in their locality. The state licence approval process is not competitive and there is no limit on the number of aggregate state licences issued. Although vertical integration across multiple licence types is typically allowed under MAUCRSA, testing laboratory licensees may not hold any other licences aside from a testing laboratory license. There are currently no residency requirements for ownership under MAUCRSA (however, local jurisdictions often have a residency requirement; Long Beach did not).

The Company and its subsidiary, Lakewood, represent that when they were operational and held active licenses, manufacturing and distribution businesses were conducted in compliance with the regulatory framework enacted by the state of California. The state of California has implemented a robust regulatory system designed to ensure, monitor, and enforce compliance with all aspects of a cannabis operator's licensed operations. Compliance with local law is a prerequisite to maintaining and renewing state licensure and prerequisite to operating. The Company had robust systems to ensure, monitor and enforce compliance of its operations, including but not limited to, product storage and handling, manufacturing, packaging and labeling, waste handling and disposal, recall events, limited access rules, track and trace, security of the facility, inventory management, and such other aspects of operating a commercial cannabis business in the state of California.

The following represents the portion of certain assets on the Company's consolidated statements of financial position that pertain to US cannabis activity as of December 31, 2024:

Statement of Financial Position Items	Percentage (%) which related to holdings with US marijuana-related activities
Cash	3%
Accounts receivable	0%
Inventories	0%
Prepaid expenses	0%
Capital assets	0%

Beckett's has looked at all of its holdings that are based in the US and, given that none of these holdings have any Canadian operating activity, the Company's full investment in such entities was included in its assets. Readers are cautioned that the foregoing financial information, though extracted from the Company's financial systems that support its audited consolidated financial statements, has not been audited in its presentation format and accordingly is not in compliance with IFRS based on consolidation principles.

BECKETT'S INC.

(formerly, The Tinley Beverage Company Inc.)

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2024

4. OVERALL PERFORMANCE

Selected Annual Information

The Company’s selected annual financial information as at and for the three most recently completed financial years ended December 31 are summarized as follows:

	2024	2023	2022
		$	$
Sales	1,220,117	2,389,970	1,484,428
Operating expenses	(3,013,993)	(4,864,895)	(7,354,085)
Net loss	(3,798,959)	(4,991,000)	(6,171,224)
Loss per share – basic and diluted	(0.014)	(0.033)	(0.041)
Total assets	1,907,688	4,019,217	7,086,978
Total non-current liabilities	1,330,529	3,476,064	2,602,919
Total liabilities	1,330,529	6,586,328	4,868,408
Total shareholders’ equity (deficiency)	577,159	(2,567,111)	2,218,570

Selected Quarterly Financial Results

The Company’s selected financial information for the eight most recently completed quarters are as follows:

	Q4 2024	Q3 2024	Q2 2024	Q1 2024
	$	$	$	$
Sales	435,019	386,874	159,808	238,416
Operating expenses	(409,524)	(986,649)	(763,745)	(854,075)
Net loss	(184,568)	(1,709,555)	(1,047,550)	(857,286)
Loss per share – basic and diluted	(0.001)	(0.006)	(0.005)	(0.004)
Working capital (deficiency)	577,159	870,444	(1,745,901)	(1,235,634)
	Q4 2023	Q3 2023	Q2 2023	Q1 2023
---	---	---	---	---
	$	$	$	$
Sales	427,327	625,444	780,108	557,091
Operating expenses	(635,091)	(1,306,949)	(1,600,003)	(1,322,852)
Net loss	(871,878)	(1,987,236)	(1,837,578)	(294,308)
Loss per share – basic and diluted	(0.006)	(0.013)	(0.012)	(0.002)
Working capital	(2,616,815)	(2,341,718)	(1,735,621)	(1,292,981)

Three Months ended December 31, 2024

Results of Operations

During the three months ended December 31, 2024 (“Q4 2024”), the Company generated sales of $435,019, as compared to sales of $427,327 for the three months ended December 31, 2023 (“Q4 2023”). The Company’s sales in Q4 2024 and Q4 2023 were primarily from the sale of the Company’s Beckett’s non-alcoholic non-infused beverages.

During Q4 2024, the Company had total operating expenses of $409,524 as compared to $635,091 in Q4 2023. The comparative increase in the overall operating expenses is primarily due to an increase in general and administration and share-based payments partially offset by a decrease in product development and depreciation costs. Depreciation costs decreased as the Company no longer had equipment recorded on its balance sheet due to the transfer of the bottling line to BLH on August 30, 2024 as part of the Company’s private placement and debt settlement and the sale of other equipment in prior quarters. Share-based payments increased due to stock options that vested in Q4 2024.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

General and administration expenses increased due to increases in corporate costs and administration, consulting and management fees, professional fees and payroll and salaries due to the reasons discussed below.

During Q4 2024, the Company incurred total general and administrative expenses of $472,463 (Q4 2023 – $317,219), which was primarily comprised of:

Occupancy costs of $Nil (Q4 2023 – $8,837).
Corporate costs and administration of $278,791 (Q4 2023 – $243,712).
Consulting and management fees of $163,643 (Q4 2023 – $131,693).
Professional fees of $22,018 (Q4 2023 – ($49,066)).
Payroll and salaries of $7,881 (Q4 2023 – ($17,957)).
Travel and promotion of $131 (Q4 2023 – $Nil).

The comparative figures in general and administrative expenses have been restated to reclassify $30,000 from professional fees to consulting and management fees.

The comparative increase in the overall general and administrative expenses is primarily due to an increase corporate costs and administration, consulting and management fees, professional fees and payroll and salaries partially offset by a decrease in occupancy costs. Professional fees and payroll and salaries increased compared to Q4 2023 due to adjustments in Q4 2023 that lowered prior period accruals of these expenses. Consulting and management fees increased in Q4 2024 due to the company bringing on consultants to assist with operations.

Net loss for the three months ended December 31, 2024, was $184,568 as compared to a net loss of $871,878 for Q4 2023. The net loss for the three months ended December 31, 2024, decreased primarily due to the Company not incurring a loss on change in fair value of embedded derivatives and accretion on convertibles notes as the Company no longer had the Gillis and BLH Notes, as they were settled on August 30, 2024 as part of the debt settlement and private placement.

Cash Flows

Net cash flows used in operating activities for Q4 2024 were $167,498, as compared to cash flows provided by operating activities of $178,951 in Q4 2023. This is primarily due to the Company investing in the production of its beverages in Q4 2024 to have enough inventory to sell in Q1 2025.

Net cash flows provided by financing activities for Q4 2024 were $Nil (Q4 2023 – Nil) as the company did not raise any money in either period.

Net cash flows provided by investing activities for Q4 2024 were $Nil (Q4 2023 – Nil) as the company did not purchase or sell any equipment in either period.

Year ended December 31, 2024

Results of Operations

For the year ended December 31, 2024, the Company generated sales of $1,220,117, as compared to sales of $2,389,970 for the comparative period in 2023. This decrease is due to unanticipated delays in the Canoga Park facility to become operational which delayed both Beckett's NA production, the commencement of referral fee revenue from Long Beach clients contracted to continue production at Canoga Park with BLH and the Company no longer being involved in the third party manufacturing of cannabis beverages due to the Company shifting its strategy to focus solely on its branded beverages. Although overall sales decreased in the year the Company generated sales of $1,208,577 of its branded beverages in 2024 compared to $908,291 in 2023. This represents a 33% increase in its branded products compared to 2023.

For the year ended December 31, 2024, the Company had total operating expenses of $3,013,993 as compared to $4,864,895 for the year ended December 31, 2023. The comparative decrease in the overall operating expenses is primarily due to a decrease in general and administration, depreciation of property and equipment, share-based

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

payments, depreciation of right-of-use assets, sales and marketing and product developments expenses primarily due to the Company cutting costs, selling equipment which resulted in less depreciation and not having overhead costs associated with the Long Beach Facility.

For the year ended December 31, 2024, the Company incurred total general and administrative expenses of $2,050,056 (2023 – $2,339,066), primarily comprised of:

Occupancy costs of $673,398 (2023 – $185,356).
Corporate costs and administration of $782,143 (2023 – $904,713).
Consulting and management fees of $518,733 (2023 – $601,166).
Professional fees of $30,760 (2023 – $159,829).
Payroll and salaries of $31,525 (2023 – $465,813).
Travel and promotion of $13,497 (2023 – $15,084).
Interest on lease obligations of $Nil (2023 – $7,105).

The comparative figures in general and administrative expenses have been restated to reclassify $120,000 from professional fees to consulting and management fees.

The comparative decrease in the overall general and administrative expenses is primarily due to a decrease in payroll and salaries, corporate costs and administration, interest on lease obligations, consulting and management fees and professional fees partially offset by an increase in occupancy costs. The Company focused on cost cutting in 2024 and was no longer at the Long Beach Facility. The 2024 occupancy costs primarily relate to the fees associated with housing the Company's bottling line in Canoga Park, California. As of September 30, 2024, the Company no longer incurred these occupancy costs due to the termination of Management Services Agreement and the transfer of the bottling line to BLH.

Net loss for the year ended December 31, 2024, was $3,798,959 as compared to a net loss of $4,991,000 for the comparative period in 2023. The decrease in net loss for the year ended December 31, 2024, is primarily due to no longer having the overhead costs associated with the Long Beach Facility.

Cash Flows

Net cash flows used in operating activities for the year ended December 31, 2024 were $2,390,898, as compared to cash flows used in operating activities of $625,920 for the comparative period in 2023. This increase in cash flows used in operating activities is primarily due to changes in non-cash working capital. Inventories increased in the period as the Company purchased raw materials for production for the year ended December 31, 2024 and accounts receivable increased as amounts were owing to the Company from the sale of Beckett's non-alcoholic beverages.

Net cash flows provided by financing activities for the year ended December 31, 2024 were $3,144,543 (2023 – $442,760). During the year ended December 31, 2024 the Company closed two private placements that resulted in proceeds of $3,266,090 less share issue costs of $121,547. During the year ended December 31, 2023 the Company received proceeds from the convertible grid note of $741,115 and made lease payments to its Long Beach landlord of $298,355.

Net cash flows provided by investing for the year ended December 31, 2024 were $98,632 (2023 – $51,214) as the Company sold production equipment during the year ended December 31, 2024 that it no longer needed. For the year ended December 31, 2023 the company received proceeds from the sale of equipment of $4,079, purchased equipment for $23,583 and received proceeds from the sale of a vehicle of $70,718.

Liquidity and Capital Resources

As at December 31, 2024, the Company had a working capital surplus of $577,159, as compared to a working capital deficiency of $2,616,815 as at December 31, 2023. The working capital surplus in 2024 compared to the working capital deficiency in 2023 is primarily due to the Company receiving proceeds from the two private placements,

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

settling debt for units and receiving proceeds from the sale of beverages all of which improved its working capital position in 2024.

As at December 31, 2024, the Company had total accessible cash of $961,138 (December 31, 2023 – $59,989) available for working capital and other operational purposes and to settle current liabilities of $1,330,529 (December 31, 2023 – $2,149,020). The Company's cash balance increased in 2024 compared to 2023 due to the proceeds that came in from the two private placements and the cash generated from the sale of products. The current liabilities decreased in 2024 compared to 2023 primarily because the company settled certain debt by issuing units as part of the two private placements.

The Company continually monitors its capital resources to assess the liquidity necessary to fund operations and future strategy. The Company incurred a net loss of $3,798,959 (2023 – $4,991,000) and negative cash flows from operations of $2,390,898 (2023 – $625,960) for the year ended December 31, 2024 and, as of that date, the Company had a deficit in the amount of $69,171,221 (December 31, 2023 – $65,372,262).

The Company has historically financed its working capital requirements primarily through equity and debt financing. The Company's ability to continue as a going concern is dependent upon being able to sell cannabis and non-cannabis products and brands and thus, its ability to commence profitable operations, generate revenues there from and raise additional financing as needed to meet its obligations. While the Company has been successful in raising financing in the past, there is no assurance that it will be able to successfully obtain additional financing as needed. These factors cast significant doubt on the ability to continue as a going concern.

All of the Company's current financial liabilities have contractual maturities of less than 365 days and are subject to normal trade terms.

5. KEY MANAGEMENT COMPENSATION AND RELATED PARTY TRANSACTIONS

Key Management Compensation

Key management personnel are persons responsible for planning, directing and controlling activities of an entity, and include executives and non-executive directors, officers and any employees. Compensation provided to key management personnel for the years ended December 31, 2024 and 2023 was as follows:

	2024	2023
	$	$
Short-term employee benefits, including salaries and consulting fees	459,135	472,635
Share-based compensation	195,836	370,334
	654,971	842,969

(a) For the year ended December 31, 2024, the Company incurred consulting fees with the new CEO and director of $138,328 (2023 – $Nil). As at December 31, 2024, $21,510 (December 31, 2023 – $Nil) was outstanding and included in accounts payable and accrued liabilities.

(b) For the year ended December 31, 2024, the Company incurred consulting fees with the former CEO and director of $99,000 (2023 – $216,000). As at December 31, 2024, no balance was outstanding (December 31, 2023 – $189,087).

(c) For the year ended December 31, 2024, the Company incurred consulting fees with the Chief Financial Officer $180,000, (2023 – $180,000). As at December 31, 2024, $448 (December 31, 2023 – $Nil) was outstanding and included in accounts payable and accrued liabilities.

(d) For the year ended December 31, 2024, the Company incurred director fees with a director who is not part of key management of $30,000 (2023 – $30,000). As at December 31, 2024, $Nil (December 31, 2023 – $Nil) was outstanding.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

(e) For the year ended December 31, 2023, the Company incurred wage expenses with the former President of Beckett's USA branded products of $41,635. As at December 31, 2023, no balance was outstanding.

Other Related Party Transactions

For the year ended December 31, 2024, the following related party share based compensation was paid:

	2024	2023
	$	$
Officers	93,815	155,414
Directors	102,021	179,400
Company controlled by director	-	35,520
	195,836	370,334

6. FINANCIAL RISK MANAGEMENT

Fair Value

The carrying amount of cash, trade receivables, trade and other payables and lease payable on the Company's consolidated statements of financial position approximate their fair value due to the relatively short-term maturity of these financial instruments.

Credit Risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. Cash is held with Canadian and US chartered banks which are closely monitored by management. Management believes that the credit risk concentration with respect to financial instruments is minimal. The maximum exposure to credit risk at period-end is limited to the accounts receivable balance. No ECL has been recorded as at December 31, 2024.

Liquidity Risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if the Company's access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. The Company generates cash flow from its financing and revenue activities.

As at December 31, 2024, the Company had a cash balance of $961,138 (December 31, 2023 – $59,989) to settle current liabilities of $1,330,529 (December 31, 2023 – $2,149,020).

The undiscounted contractual maturity of all financial liabilities for the year ended December 31, 2023 is as follows:

	Total	Within 1 year	1 to 3 years	3 to 5 years
	$	$	$	$
Accounts payable and accrued liabilities	2,040,703	2,040,703	-	-
Convertible note	961,244	961,244	-	-
Convertible grid note	6,654,048	-	-	6,654,048
Total	9,655,995	3,001,947	-	6,654,048

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

The undiscounted contractual maturity of all financial liabilities for the year ended December 31, 2024 is as follows:

	Total	Within 1 year	1 to 3 years	3 to 5 years
	$	$	$	$
Accounts payable and accrued liabilities	1,330,529	1,330,529	-	-
Total	1,330,529	1,330,529	-	-

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 does not hold any instruments subject to interest rate risk as at December 31, 2024.

Foreign Currency Risk

The Company operates in Canada and the US and is exposed to foreign exchange risk with respect to USD. The Company normally raises funds in Canadian dollars for its operations in the US. Foreign exchange risk arises on cash, trade receivables and trade payables from operations in the US. The Company believes that its results of operations and cash flows would be affected by a sudden change in foreign exchange rates.

As at December 31, 2024 and December 31, 2023 the Company had the following financial assets and financial liabilities in USD:

	2024	2023
	$	$
Cash	607,970	14,934
Trade receivables	114,057	217
Note receivable	31,904	29,239
Trade and other payables	(774,507)	(1,005,233)
Convertible note	-	(726,783)
Convertible grid note	-	(3,708,603)
Net exposure to USD	20,576	(5,396,229)

Had the value of the USD increased or decreased by 1%, the net loss and comprehensive loss would have increased or decreased by USD $206 (December 31, 2023 – USD $53,962), respectively, as a result of this exposure.

This analysis only addresses the impact on the consolidated financial instruments with respect of currency movement on the Company's financial instruments and excludes any other economic or geo-political implications of such currency fluctuation. In practice, the actual result may differ from this analysis and the difference may be material.

7. CAPITAL MANAGEMENT

When managing capital, the Company's objective is to ensure it continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary in order to support the beverage production.

The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management team to sustain the future development of the business.

As at December, 2024, the Company considers its capital to be share capital, reserve for share-based payments, reserve for warrants, and contributed surplus, and reduced by accumulated deficit and accumulated other comprehensive loss, totaling $577,159 (December 31, 2023 – ($2,567,111)).

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is not subject to externally imposed capital requirements, and there were no changes in the Company’s approach to capital management for the year ended December 31, 2024.

8. MATERIAL ACCOUNTING POLICY INFORMATION

Cash

Cash consists of bank balances held in Canadian & US financial institutions. As at December 31, 2024 and 2023, the Company did not have any cash equivalents.

Inventories

Inventories are initially recognized at cost, and subsequently measured at the lower of cost and net realizable value (the estimate selling price in the ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale) using the “weighted average cost” method. Cost comprises all costs of purchase, and other costs incurred in bringing the inventories to their present location and condition.

Revenue from Contracts with Customers

Revenue is recognized at the transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods and services to a customer. Net revenue from sale of goods, as presented in the consolidated statements of loss and comprehensive loss, represents revenue from the sale of goods less expected price discounts.

The Company’s contracts with customers for the sales of cannabis-infused and non-cannabis infused beverages consist of one performance obligation. The Company has concluded that revenue from the sale of these products should be recognized at the point in time when control is transferred to the customer, which is on shipment or delivery, depending on the contract.

The Company’s contracts with customers for contract manufacturing services includes beverage filling services and the sale of raw materials used in production. The Company has concluded that revenue from contract manufacturing services should be recognized when control of the manufactured product is transferred to the customer which is generally at the point in time when production is completed, and the products pass lab testing.

In some situations, the Company provides storage services to its contract manufacturing clients. These storage services are a separate performance obligation and fees charged for this service are recognized in revenue as the storage service is provided to the customer.

The Company’s payment terms vary by customer types.

Property and Equipment

Property and equipment are carried at cost less accumulated amortization and impairment losses. Cost includes the acquisition costs or construction costs, as well as the costs directly attributable to bringing the asset to the location and condition necessary for its use in operations. When property and equipment include significant components with different useful lives, they are recorded and amortized separately.

Amortization is computed using the straight-line method based on the estimated useful life of the assets and commences when title and ownership have transferred to the Company, and is readily available for its intended use. The residual value, useful life and amortization methods are reviewed at the end of each reporting period. Such a review takes into consideration the nature of the asset, the intended use and impact of technological changes. Where parts of an item of property and equipment have different useful lives, they are accounted for as separate items of capital assets. Subsequent costs are included in the asset carrying amount or recognized as a separate asset, as

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.

Amortization is recorded on a straight-line basis as follows:

Machinery and equipment: 10 years
Leasehold improvements: Straight-line over the term of the lease
Vehicles: 5 years

Income Taxes

Income tax expense comprises current and deferred income tax expense. Current and deferred taxes are recognized in net loss, except to the extent that it relates to items recognized directly in equity or in other comprehensive income (loss).

Current Income Taxes

Current income taxes are recognized and measured at the amount expected to be recovered from, or payable to, the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred Income Taxes

Deferred income taxes are recorded for temporary differences at the date of the consolidated statements of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of a deferred income tax asset is reviewed at the end of the reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the end of the reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset if, and only if, they relate to income taxes levied by the same taxation authority and the Company has the legal rights and intent to offset.

Equity

Common shares, stock options and warrants are classified as equity. Incremental costs directly attributable to the issuance of Common Shares and warrants are recognized as a deduction from equity, net of any tax effects.

Loss per Share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding for the year, if dilutive. Dilution is calculated based on the net number of common shares issued after proceeds upon the exercise of the options and warrants to purchase common shares at the average market price for the year. For the year ended December 31, 2024 and 2023, all of the outstanding share options and warrants were anti-dilutive.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Share-Based Payments

Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments. The costs of share-based payments are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the "Vesting Date"). The cumulative expense is recognized for such transactions at each reporting date until the Vesting Date and reflects the Company's best estimate of the number of equity instruments that will ultimately vest.

The fair value of the options granted is measured using the Black-Scholes option pricing model ("Black-Scholes") taking into account the terms and conditions which the options were granted, the estimated volatility, estimated risk free rate and estimated forfeitures. In situations where equity instruments are issued to parties other than employees and the fair value of some or all of the goods or services received by the entity as consideration cannot be reliably measured, the transactions are measured at the fair value of the instruments.

If a grant of the share-based payments is cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied), the Company accounts for the cancellation or settlement as an acceleration of vesting, and recognized immediately the amount that otherwise would have been recognized for services over the remainder of the vesting period.

The amount recognized for goods or services received during the vesting period are based on the best available estimate of the number of equity instruments anticipated to vest. The Company revises that estimate, if necessary, if subsequent information indicates that the number of share options anticipated to vest differs from previous estimates. On the Vesting Date, the Company revises the estimate to equal the number of equity instrument that ultimately vested. After the Vesting Date, the Company makes no subsequent adjustment to total equity for goods or services received if the share options are later forfeited or they expire at the end of the share option's life.

If a grant of the share based payment is modified during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied) and their fair value of the new instruments is higher than the fair value of the original instrument, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from modification date until the date when the modified equity instruments vests, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period of the original instrument.

Warrants

The Company follows the relative fair value method with respect to the measurement of common shares and warrants issued as units. The proceeds from the issuance of units are allocated between share capital and warrants. The warrant component is recorded in warrant reserves. Unit proceeds are allocated to common shares and warrants using Black-Scholes and the share price at the time of financing, if and when the warrants are exercised, consideration paid by the warrant holder, together with the amount previously recognized in warrant reserves, is recorded as an increase to share capital. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of warrants that vest. When warrants are cancelled, they are treated as if they have vested on the date of cancellation and any cost not yet recognized in profit or loss is immediately expensed. Upon expiration of warrants, the amount applicable to expired warrants is moved to contributed surplus.

Research and Development

Research costs are expensed as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and use or sell the asset. Other development expenditures are recognized in net loss as incurred. To date, no development costs have been capitalized.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event, it is probable that a future outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.

As at December 31, 2024 and 2023, the Company had no material provisions.

Financial Instruments

The Company classifies and measures financial instruments in accordance with IFRS 9 'Financial Instruments' ("IFRS 9"). A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities, including derivatives, are recognized on the statements of financial position when the Company becomes a party to the financial instrument or derivative contract.

Classification

The Company classifies its financial instruments in the following measurement categories: (a) those to be measured subsequently at fair value through profit and loss ("FVTPL"); (b) those to be measured subsequently at fair value through other comprehensive income ("FVTOCI"); and (c) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at FVTPL, gains and losses are recorded in profit and loss.

The Company reclassifies financial assets when its business model for managing those assets changes.

Amortized Cost

This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the solely principal and interest ("SPPI") criterion. Financial assets classified in this category are measured at amortized cost using the effective interest method.

Expected Credit Loss Impairment Model

IFRS 9 'Financial Instruments' introduced a single ECL impairment model, which is based on changes in credit quality since initial application. The adoption of the ECL impairment model had resulted in a provision of ECL recorded on the Company's consolidated statements of loss and comprehensive loss.

A maximum 12-month allowance for ECL is recognized from initial recognition reflecting the portion of lifetime cash shortfalls that would result if a default occurs in the 12 months after the reporting date, weighted by the risk of a default occurring.
A lifetime ECL allowance is recognized if a significant increase in credit risk is detected subsequent to the instruments initial recognition reflecting lifetime cash shortfalls that would result over the expected life of a financial instrument.
A lifetime ECL allowance is recognized for credit impaired financial instruments.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.

The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts.

FVTPL

This category includes derivative instruments as well as quoted equity instruments which the Company has not irrevocably elected, at initial recognition or transition, to classify at FVTOCI. This category would also include debt instruments whose cash flow characteristics fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets and liabilities in this category are recorded at fair value with changes recognized in profit or loss. As at December 31, 2024 and 2023, the Company has issued liability-classified derivatives. Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.

Derivatives and separable embedded derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives and separable embedded derivatives are measured at fair value, and all changes in their fair value are recognized immediately in profit or loss.

FVTOCI

Equity instruments that are not held-for-trading can be irrevocably designated to have their change in FVTOCI instead of through profit or loss. This election can be made on individual instruments and is not required to be made for the entire class of instruments. Attributable transaction costs are included in the carrying value of the instruments. Financial assets at FVTOCI are initially measured at fair value and changes therein are recognized in other comprehensive income (loss). As at December 31, 2024 and 2023, the Company did not have any financial assets at FVTOCI.

Amortized cost

This category includes financial assets and liabilities that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. Financial assets and liabilities classified in this category are measured at amortized cost using the effective interest method.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (loss) (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in other comprehensive income (loss).

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

The Company’s classification of financial assets and liabilities is summarized below:

	Classification
Cash	Amortized cost
Accounts receivable	Amortized cost
Note receivable	Amortized cost
Accounts payable and accrued liabilities	Amortized cost
Lease payable	Amortized cost
Convertible note	Amortized cost
Convertible note – embedded derivative	FVTPL
Convertible grid note	Amortized cost
Convertible grid note – embedded derivative	FVTPL

Expected credit loss impairment model

IFRS 9 introduced a single ECL impairment model, which is based on changes in credit quality since initial application. The adoption of the ECL impairment model had resulted in a provision of ECL recorded on the Company’s consolidated statements of loss and comprehensive loss.

A maximum 12-month allowance for ECL is recognized from initial recognition reflecting the portion of lifetime cash shortfalls that would result if a default occurs in the 12 months after the reporting date, weighted by the risk of a default occurring.
A lifetime ECL allowance is recognized if a significant increase in credit risk is detected subsequent to the instruments initial recognition reflecting lifetime cash shortfalls that would result over the expected life of a financial instrument.
A lifetime ECL allowance is recognized for credit impaired financial instruments.

Derecognition of Financial Assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of loss and comprehensive loss.

Derecognition of Financial Liabilities

The Company derecognizes financial liabilities only when its obligation under the financial liabilities is discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid or payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of loss and comprehensive loss.

Fair Value Hierarchy

The determination of fair value requires judgment and is based on market information, where available and appropriate. The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Foreign Currency Transactions

Functional and Presentation Currency

Items included in the consolidated financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of the Company is the Canadian Dollar, which is the presentation currency of the consolidated financial statements. The functional currency of all subsidiaries is the US Dollar (“USD”).

Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains (losses) resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.

Translation of Foreign Operations

The results and financial position of all the entities (none of which has the currency of a hyper-inflationary economy) 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 in effect on the dates of the transactions); and
All resulting exchange differences are recognized as a separate component of equity as accumulated other comprehensive income (loss).

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to accumulated other comprehensive income (loss). When a foreign operation is partially disposed of or sold, exchange differences that were recorded in accumulated other comprehensive income (loss) are recognized in the consolidated statements of loss and comprehensive loss as part of the gain or loss on sale.

Leased Assets

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company then recognizes a right-of-use asset (“RUA”) and a lease liability at the lease commencement date. The RUA is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the RUA or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, if there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured, the amount of the remeasurement is recognized as a corresponding adjustment to the carrying amount of the RUA, or is recorded in profit or loss if the carrying amount of the RUA has been reduced to zero.

New Standards, Amendments and Interpretation Not Yet Adopted

IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18")

In April 2024, the IASB issued IFRS 18 that will replace IAS 1, Presentation of Financial Statements. The new standard aims to improve the quality of financial reporting by: (i) requiring defined subtotals in the statement of profit or loss; (ii) requiring disclosure about management defined performance measures; and (iii) adding new principles for aggregation and disaggregation of information. The new standard will be effective for annual periods beginning on or after January 1, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of the standard on the consolidated financial statements.

IFRS 9 – Financial Instruments (“IFRS 9”) and IFRS 7 – Financial Instruments: Disclosures (“IFRS 7”)

In May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 in response to practical implementation issues and to introduce new requirements applicable to both financial institutions and corporate entities. These amendments aim to enhance the clarity and consistency of financial reporting for various types of financial instruments and their related disclosures by (i) clarifying the date of recognition and derecognition for certain financial assets and liabilities, including a new exception for financial liabilities settled through an electronic cash transfer system (ii) providing hep to determine whether a financial asset meets the Solely Payments of Principal and Interest criterion (iii) introducing new disclosures for instruments with contractual terms that may alter cash flows, such as financial instruments linked to the achievement of environmental, social, and governance targets, and (iv) updating the disclosure requirements for equity instruments designated at FVTOCI. The new standard will be effective for annual periods beginning on or after January 1, 2026. The Company is in the process of assessing the impact of the standard on the consolidated financial statements.

All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the Company's consolidated financial statements.

Disclosure of Outstanding Share Data as at April 23, 2025

Security	Authorized	Outstanding
Voting or equity securities issued and outstanding	Unlimited Common Shares	363,301,470 Common Shares
Securities convertible or exercisable into voting or equity shares		Stock Options to acquire up to 29,125,000 Common Shares of the Company, and Warrants to acquire up to 213,941,905 Common Shares of the Company.

Significant Accounting Judgments and Estimates

The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities,

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

revenue, and expenses. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. These estimates are reviewed periodically, and adjustments are made to income as appropriate in the period they become known. Items for which actual results may differ materially from these estimates are described as follows:

Going Concern

At the end of each reporting period, management exercises judgment in assessing the Company's ability to continue as a going concern by reviewing its performance, resources and future obligations. The conclusion that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short and long-term operating budgets, expected profitability, investment and financing activities and management's strategic planning. The assumptions used in management's going concern assessment are derived from actual operating results along with industry and market trends. Management believes there is sufficient capital to meet the Company's business obligations for at least the next 12 months, after taking into account expected cash flows, capital commitments, future financings and the Company's cash position at year-end.

Fair Value of Financial Assets and Financial Liabilities

Fair value of financial assets and financial liabilities on the consolidated statements of financial position that cannot be derived from active markets are determined using a variety of techniques including the use of valuation models. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Judgments include, but are not limited to, consideration of model inputs such as volatility, estimated life and discount rates.

Expected Credit Losses On Financial Assets

Determining an allowance for ECL for all debt financial assets not held at FVTPL requires management to make assumptions about the historical patterns for the probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management's judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what the historical patterns suggest.

Determination of Cash Generating Units

For the purpose of impairment testing, assets that cannot be tested individually are grouped at the lowest levels for which there are largely independent cash inflows. The Company determines which groups of assets (each a "Cash-Generating Unit" or a "CGU") can generate cash flows that are largely independent of other operations within the Company. Management exercises judgment in assessing where active markets exist including an analysis of the degree of autonomy each operation has in negotiating prices with customers. The Company has identified each product line as a separate CGU, based on the nature of the business and the assessment that the CGUs generate cash flows that are largely independent of the cash flows from other assets deployed in the Company.

Impairment

Long-lived assets, except indefinite life intangible assets and goodwill and including property and equipment, are reviewed for indicators of impairment at each reporting period or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of an asset or a CGU is the higher of its fair value, less costs to sell, and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss by the amount by which the carrying amount of the asset exceeds the recoverable amount.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Income Taxes

Income taxes and tax exposures recognized in the consolidated financial statements reflect management's best estimate of the outcome based on facts known at the reporting date. When the Company anticipates a future income tax payment based on its estimates, it recognizes a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when the Company becomes aware of this difference.

In addition, when the Company incurs losses that cannot be associated with current or past profits, it assesses the probability of taxable profits being available in the future based on its budgeted forecasts. These forecasts are adjusted to take account of certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate the sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences.

Share-Based Payment Transactions and Warrants

The Company measures the cost of equity-settled transactions with officers and directors by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions 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 expected life, volatility, dividend yield of the share option and forfeiture rate. Similar calculations are made in order to value warrants. Such judgments and assumptions are inherently uncertain. Changes in these assumptions will affect the fair value estimates.

Off-Balance Sheet Arrangements

As at December 31, 2024 and the date of this MD&A, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company.

Contingencies

Although the possession, cultivation, and distribution of cannabis for recreational and medical use is permitted in California, cannabis is a Schedule-I controlled substance and its use remains a violation of federal law in the US.

The Company's operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. While management of the Company believes that the Company is in compliance with applicable local and state regulations as at December 31, 2024, cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future.

9. RISK FACTORS

The Company faces exposure to risk factors and uncertainties relating to its business that could significantly negatively impact the Company's operations and financial results. Additional risks and uncertainties not presently known to the Company or currently deemed immaterial by the Company may also impair the Company's operations. If any such risks actually occur, shareholders of the Company could lose all or part of their investment and the business, financial condition, liquidity, results of operations and prospects of the Company could also be materially adversely affected and the ability of the Company to implement its growth plans could be adversely affected. The following is a summary of significant business risk factors related to the business of the Company:

US federal laws pertaining to cannabis

Cannabis is illegal under US federal laws and enforcement of relevant laws is a significant risk. The business operations of the Company are dependent on state laws pertaining to the marijuana industry. Continued development of the marijuana industry is dependent upon continued legislative authorization of marijuana at the state level. Any

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

number of factors could slow or halt progress in this area. Further, progress, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt legal manufacturing and sale of marijuana, which would negatively impact the business of the Company.

The concepts of "medical marijuana" and "retail marijuana" do not exist under US federal law. The FCSA classifies "marijuana" as a Schedule I drug. Under US federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the US, and a lack of safety for the use of the drug under medical supervision. As such, marijuana-related practices, or activities, including without limitation, the manufacture, importation, possession, use or distribution of marijuana are illegal under US federal law. Strict compliance with state laws with respect to marijuana will neither absolve the Company of liability under US federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company.

Violations of any US federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the US federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a material adverse effect, and as a result the Company, including their reputation and ability to conduct business, their holdings (directly or indirectly) of medical cannabis licences in the US, and the listing of their securities on various stock exchanges, their financial position, operating results, profitability or liquidity or the market price of their publicly-traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

As of the date of this MD&A, at least 41 states, plus the District of Columbia, and several Territories allow their residents to use medical marijuana. Voters in at least 24 states have approved and have implemented or are implementing regulations to legalize cannabis for adult use. The state laws are in conflict with the FCSA, which makes marijuana use and possession illegal on a national level. While the general trend through the Obama, Trump, and Biden administrations was that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana, there is no guarantee that the current second Trump administration or future administrations will not change the government's policy regarding the low-priority enforcement of federal cannabis laws and decide to enforce the federal cannabis laws to the fullest extent possible. Any such change in the federal government's enforcement of current federal cannabis laws could cause significant financial damage to the Company and its stockholders, including the potential exposure to criminal liability.

The constant evolution of laws and regulations affecting the marijuana industry could detrimentally affect the Company's operations. Local, state, and federal medical marijuana laws and regulations are broad in scope and subject to changing interpretations, amendments, and modifications. These changes may require the Company to incur substantial costs associated with legal and compliance fees and ultimately require the Company to alter its business plan. Furthermore, violations of these laws, or alleged violations, could disrupt the business of the Company and result in a material adverse effect on operations. In addition, the Company cannot predict the nature of any future laws, regulations, interpretations, or applications, and it is possible that regulations may be enacted in the future that will be directly applicable to the business of the Company.

Limited operating history in its new area of business

The Company is subject to many risks common to early stage or developing enterprises such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenue. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. The Company also has no history of earnings.

BECKETT'S INC.

(formerly, The Tinley Beverage Company Inc.)

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2024

Because the Company has a limited operating history in emerging area of business, investors should consider and evaluate its operating prospects in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks may include:

risks that it may not have sufficient capital to achieve its growth strategy;
risks that it may not develop its product and service offerings in a manner that enables it to be profitable and meet its customers' requirements;
risks that its growth strategy may not be successful;
risks that fluctuations in its operating results will be significant relative to its revenues; and
risks relating to an evolving regulatory regime.

The Company's future growth will depend substantially on its ability to address these and the other risks described in this section. If it does not successfully address these risks, its business may be significantly harmed.

Additional financing

The Company believes that its raised capital, debt financing and access to capital markets will be sufficient to meet its presently anticipated working capital and capital expenditure requirements for the near future. This belief is based on its operating plan which, in turn, is based on assumptions, which may prove to be incorrect. In addition, the Company may need to raise significant additional funds to support its growth, develop new or enhanced services and products, respond to competitive pressures, acquire or invest in complementary or competitive businesses or technologies, or take advantage of unanticipated opportunities. If the Company's financial resources are insufficient, it will require additional financing to meet its plans for expansion. The Company cannot be sure that this additional financing, if needed, will be available on acceptable terms or at all. Furthermore, any debt financing, if available, may involve restrictive covenants, which may limit its operating flexibility with respect to business matters. If additional funds are raised through the issuance of equity securities, the percentage ownership of existing shareholders will be reduced, such shareholders may experience additional dilution in net book value, and such equity securities may have rights, preferences or privileges senior to those of its existing shareholders. If adequate funds are not available on acceptable terms or at all, the Company may be unable to develop or enhance its services and products, take advantage of future opportunities, repay debt obligations as they become due, or respond to competitive pressures, any of which could have a material adverse effect on its business, prospects, financial condition, and results of operations.

Political and economic conditions

Current global financial and economic conditions remain volatile. Political and economic conditions directly affect the Company's business and can result in a material adverse effect on the Company. Macroeconomic policies imposed by foreign governments could have significant impact on the Company. As certain global markets experience increased inflation, certain government actions to control inflation may have significant impact on the Company.

The Company cannot control or predict foreign government implementation of changes to existing policies that may impact the Company's operations in foreign markets and, consequently, its business. The Company's business, operating results and financial condition and prospects, as well as the market price of its securities, may be adversely affected by changes in government public policies, whether federal, state or local, that affect, without limitation:

inflation;
fluctuations in exchange rates;
exchange controls and restrictions on remittances abroad;
interest rates and monetary policies;
import and export controls;
liquidity of domestic capital, credit and financial markets;
expansion or contraction of foreign economies, as measured by rates of growth in gross domestic product;
fiscal policies; and
other political, social and economic developments in or affecting foreign markets.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Government policies and measures to combat inflation, along with public speculation about such policies and measures, have often had adverse effects on global economies, have contributed to economic uncertainty and may increase volatility in foreign securities markets. Government action to control inflation may involve actions such as price and salary controls, currency devaluations, capital limitations, limits on imports and other actions which could significantly impact the operations of the Company.

Other policies and measures adopted by governments, include interest rate adjustments, intervention in the currency markets or actions to adjust or fix the value of the local currency may adversely affect the target market's economy, the Company's business and results of operations.

Uncertainty over whether federal governments will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in markets that the Company operates or relies on, which may in turn have adverse effects on the Company's operations in the market and consequently on the results of its operations.

Such factors may impact the Company's ability to obtain financing in the future on favorable terms or obtain any financing at all. Additionally, global economic conditions may cause a long-term decrease in asset values.

Reliance on third-party suppliers, manufacturers, distributors and contractors

Due to the uncertain regulatory landscape for regulating cannabis in Canada and the US, the Company's third-party suppliers, manufacturers, distributors, and contractors may elect, at any time, to decline or withdraw services necessary for the Company's operations. Loss of these suppliers, manufacturers, distributors, and contractors may have a material adverse effect on the Company's business and operational results. The Company is dependent on a number of key inputs and their related costs, including raw materials and supplies related to the Company's operations, as well as electricity, water and other utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the Company's financial condition and operating results. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the Company's business, financial condition and operating results.

Reliance on securing agreements with Licensed Producers

The regulatory framework in most States either restricts or makes its difficult (and costly) for the Company to obtain a licence to grow, store and sell marijuana products. As such, the Company relies on securing agreements with Licensed Producers in the targeted jurisdictions that have been able to obtain a licence with the appropriate regulatory authorities. Failure of a licensed producer to comply with the requirements of their licence or any failure to maintain their licence would have a material adverse impact on the business, financial condition, and operating results of the Company. Should the regulatory authorities not grant a licence or grant a licence on different terms unfavorable to the licensed operators, and should the Company be unable to secure alternative Licensed Operators, the business, financial condition and results of the operation of the Company would be materially adversely affected.

Regulation

The activities of the Company are subject to regulation by governmental authorities. Achievement of the Company's business objectives is contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. The Company cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

The Company's operations are subject to a variety of laws, regulations and guidelines relating to the manufacture, management, transportation, storage and disposal of marijuana but also including laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. The Company cannot predict the

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

nature of any future laws, regulations, interpretations, policies, or applications, nor can it determine what effect additional governmental regulations or administrative interpretations or procedures, when and if promulgated, could have on the Company's operations. Changes to such laws, regulations, and guidelines due to matters beyond the control of the Company may cause adverse effects to the production of the Tinley's-branded products.

Local, state, and federal laws and regulations governing marijuana for medicinal and adult use purposes are broad in scope and are subject to evolving interpretations, which could require the Company to incur substantial costs associated with bringing the Company's operations into compliance. In addition, violations of these laws, or allegations of such violations, could disrupt the Company's operations and result in a material adverse effect on its financial performance. It is beyond the Company's scope to predict the nature of any future change to the existing laws, regulations, policies, interpretations or applications, nor can the Company determine what effect such changes, when and if promulgated, could have on the Company's business.

Risk of civil asset forfeiture

Because the cannabis industry remains illegal under US federal law, any property owned by participants in the cannabis industry which are either used in the course of conducting such business, or were purchased using the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property were never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.

Anti-money laundering laws and regulations

The Company is subject to a variety of laws and regulations domestically and in the US that involve money laundering, financial recordkeeping and proceeds of crime, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), Sections 1956 and 1957 of U.S.C. Title 18 (the Money Laundering Control Act), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the US and Canada.

In the event that any of the Company's operations, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such operations in the US were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of the Company to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada. Furthermore, while there are no current intentions to declare or pay dividends on the Common Shares in the foreseeable future, in the event that a determination was made that the Company's proceeds from operations (or any future operations or investments in the US) could reasonably be shown to constitute proceeds of crime, the Company may decide or be required to suspend declaring or paying dividends without advance notice and for an indefinite period of time.

Local regulation could change and negatively impact on the Company's operations

Most US states that permit cannabis for adult-use or medical use provide local municipalities with the authority to prevent the establishment of medical or adult-use cannabis businesses in their jurisdictions. If local municipalities where the Company or its Licensed Operators have established facilities decide to prohibit cannabis businesses from operating, the Company or its Licensed Operators could be forced to relocate operations at great cost to the Company, and the Company or its Licensed Operators may have to cease operations in such State entirely if alternative facilities cannot be secured.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

There are risks associated with removal of US federal budget rider protections

The US Congress has passed appropriations bills since at least 2016 that included the Rohrabacher Amendment Title: H.R.2578 — Commerce, Justice, Science, and Related Agencies Appropriations Act, 2016 (“Rohrabacher-Blumenauer Amendment”) or a successor or similar amendment, but the language has been similar in that it does not appropriate any federal funds to the DOJ for the prosecution of medical cannabis offenses of individuals who are in compliance with state medical cannabis laws. However, as this language is subject to renewal or extension of the applicable Omnibus Spending Bill or Consolidated Appropriations Act, there remains the ongoing risk that the current or a future Congress may remove this provision from future legislation.

US courts have construed these appropriations bills to prevent the federal government from prosecuting individuals when those individuals comply with applicable state law. However, because this conduct continues to violate US federal law, US courts have observed that should Congress at any time choose to appropriate funds to fully prosecute the FCSA, any individual or business – even those that have fully complied with applicable State law – could be prosecuted for violations of US federal law. If Congress restores funding, the US federal government will have the authority to prosecute individuals for violations of the law before it lacked funding under the FCSA’s five-year statute of limitations.

Regulation that may hinder the Company’s ability to establish and maintain bank accounts

On September 25, 2019, the House of Representatives passed H.R. 1595 – SAFE Banking Act of 2019, the first time in history that either chamber has approved a standalone cannabis reform bill. This generally prohibits a federal banking regulator from penalizing a depository institution for providing banking services to a legitimate marijuana-related business. The bill stalled in the Senate. The SAFE Banking Act would pass the House again on May 15, 2020 and April 19, 2021, with it dying in the Senate both times; it was subsequently included in other Acts but was removed prior to passage or the underlying acts were not passed.

Notwithstanding that a majority of states have legalized medical marijuana, and the SAFE Banking Act passing the House numerous times, there has been no change in US federal banking laws related to the deposit and holding of funds derived from activities related to the marijuana industry. Given that US federal law provides that the production and possession of cannabis is illegal under the FCSA, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the marijuana industry. To date, there are very few banks and credit unions in the US which offer financial services to the cannabis industry. Consequently, businesses involved in the marijuana industry often have difficulty accessing the US banking system and traditional financing sources. The inability to open bank accounts with certain institutions may make it difficult to operate the businesses of the clients and leaves their cash holdings vulnerable.

The US federal prohibitions on the sale of marijuana may result in Licensed Operators being restricted from accessing the US banking system and they may be unable to deposit funds in federally insured and licensed banking institutions. While the Company does not anticipate dealing with banking restrictions directly relating to its business, banking restrictions could nevertheless be imposed due to the Company’s banking institutions not accepting payments from Licensed Operators. Licensed Operators at times do not have deposit services and are at risk that any bank accounts they have could be closed at any time. Such risks increase costs to the Company and Licensed Operators. Additionally, similar risks are associated with large amounts of cash at these businesses. These businesses require heavy security with respect to holding and transport of cash, whether or not they have bank accounts.

In the event that financial service providers do not accept accounts or transactions related to the marijuana industry, it is possible that Licensed Operators may seek alternative payment solutions, including but not limited to crypto currencies such as Bitcoin. There are risks inherent in crypto currencies, most notably its volatility and security issues.

If the industry were to move towards alternative payment solutions and accept payments in crypto currency the Company would have to adopt policies and protocols to manage its volatility and exchange rate risk exposures. The Company’s inability to manage such risks may adversely affect the Company’s operations and financial performance.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Lack of access to US bankruptcy protections

Because the use of cannabis is illegal under US federal law, many courts have denied cannabis businesses bankruptcy protections, thus making it very difficult for lenders to recoup their investments in the cannabis industry in the event of a bankruptcy. If the Company was to experience a bankruptcy, there is no guarantee that US federal bankruptcy protections would be available to the Company's US operations, which would have a material adverse effect on the Company, its lenders and other stakeholders.

Heightened scrutiny by Canadian regulatory authorities

The Company's existing operations in the US, and any future operations or investments, may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada. As a result, the Company may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Company's ability to operate or invest in the US or any other jurisdiction, in addition to those described herein.

It had been reported in Canada that the Canadian Depository for Securities Limited is considering a policy shift that would see its subsidiary, CDS Clearing and Depository Services Inc. ("CDS"), refuse to settle trades for cannabis issuers that have investments in the US. CDS is Canada's central securities depository, clearing and settling trades in the Canadian equity, fixed income, and money markets. The TMX Group, the owner and operator of CDS, subsequently issued a statement on August 17, 2017 reaffirming that there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the US, despite media reports to the contrary and that the TMX Group was working with regulators to arrive at a solution that will clarify this matter, which would be communicated at a later time.

On February 8, 2018, following discussions with the CSA and recognized Canadian securities exchanges, the TMX Group announced the signing of a Memorandum of Understanding ("MOU") with Aequitas NEO Exchange Inc. (now Cboe Canada), the CSE, the Toronto Stock Exchange, and the TSX Venture Exchange. The MOU outlines the parties' understanding of Canada's regulatory framework applicable to the rules, procedures, and regulatory oversight of the exchanges and CDS as it relates to issuers with cannabis-related activities in the US. The MOU confirms, with respect to the clearing of listed securities, that CDS relies on the exchanges to review the conduct of listed issuers. As a result, there is no CDS ban on the clearing of securities of issuers with cannabis-related activities in the US. However, there can be no guarantee that this approach to regulation will continue in the future. If such a ban were to be implemented at a time when the Company's shares are listed on a stock exchange, it would have a material adverse effect on the ability of shareholders to make and settle trades. In particular, the Company's shares would become highly illiquid until an alternative was implemented, investors would have no ability to effect a trade of the shares through the facilities of the applicable stock exchange.

Regulatory scrutiny of the Company's interests in the US

For the reasons set forth above, the Company's interests in the US cannabis market, and future licensing arrangements, may become the subject of heightened scrutiny by regulators, stock exchanges, clearing agencies and other authorities in Canada. As a result, the Company may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on the Company's ability to carry on its business in the US.

US border crossing

Investors in the Company and the Company's directors, officers and employees may be subject to travel and entry bans into the US. Recent media articles have reported that certain Canadian citizens have been rejected for entry into the US due to their involvement in the cannabis sector.

The majority of persons travelling across the Canadian and US border do so without incident, whereas some persons are simply barred entry one time. The US Department of State and the Department of Homeland Security have

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

indicated that the US has not changed its admission requirements in response to the legalization in Canada of adult-use cannabis, but anecdotal evidence indicates that the US may be increasing its scrutiny of travelers and their cannabis related involvement.

Admissibility to the US may be denied to any person working or “having involvement in” the cannabis industry, according to US Customs and Border Protection. Inadmissibility in the US implies a lifetime ban for entry as such designation is not lifted unless an individual applies for and obtains a waiver. If any of the Company’s directors, officers or other service providers from Canada are denied entry into the US, such action may have a material adverse effect on the Company’s operations and finances.

Taxes

US federal prohibitions on the sale of cannabis may result in the Company not being able to deduct certain costs from its revenue for US federal taxation purposes if the Internal Revenue Service (“IRS”) determines that revenue sources of the Company are generated from activities which are not permitted under US federal law. Section 280E of the Internal Revenue Code of 1986 prohibits businesses from deducting certain expenses associated with trafficking-controlled substances (within the meaning of Schedule I and II of the FCSA). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the US that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly, and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.

Illegal drug dealers could pose threats

Currently, there are many drug dealers and cartels that cultivate, buy, sell, and trade cannabis in the US, Canada and worldwide. Many of these dealers and cartels are violent and dangerous, well financed and well organized. It is possible that these dealers and cartels could feel threatened by legalized cannabis businesses such as those with whom the Company does business and could take action against or threaten the Company, its principals, employees and/or agents and this could negatively impact the Company and its business.

Competition

The beverage industry is highly competitive. The Company will compete with numerous other businesses, many of which possess greater financial and marketing resources than the Company. The beverage business is often affected by changes in consumer tastes and discretionary spending patterns, national and regional economic conditions, demographic trends, consumer confidence in the economy, traffic patterns, local competitive factors, cost and availability of raw material and labor, and governmental regulations. Any change in these factors could materially and adversely affect the Company’s operations. The Company’s operations can also be substantially affected by adverse publicity resulting from quality, illness, injury, health concerns, public opinion, or operating issues. The Company will attempt to manage these factors, but the occurrence of any one or more of these factors could materially and adversely affect the Company’s business, financial condition, and results of operations.

Reliance on third-party service providers

Third party service providers to the company may withdraw or suspend their service to the Company under threat of prosecution. Since under US federal law the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminal acts under federal law, companies that provide goods and/or services to companies engaged in cannabis-related activities may, under threat of federal civil and/or criminal prosecution, suspend or withdraw their services. Any suspension of service and inability to procure goods or services from an alternative source, even on a temporary basis, that causes interruptions in the Company’s operations could have a material and adverse effect on the Company’s business.

BECKETT'S INC.

(formerly, The Tinley Beverage Company Inc.)

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2024

Reliance on management

The success of the Company is dependent on the performance of its senior management. The loss of services of these persons would have a material adverse effect on the Company's business and prospects in the short-term. There is no assurance that the Company can maintain the services of its officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

Factors which may prevent realization of growth targets

The Company is currently in the early development stage. There is a risk that additional resources will be needed, and milestones will not be achieved on time, on budget, or at all, as they can be adversely affected by a variety of factors, including some that are discussed elsewhere in these risk factors and the following as it relates to the Company:

delays in obtaining, or conditions imposed by, regulatory approvals;
facility design errors;
environmental pollution;
non-performance by third party contractors;
increases in materials or labour costs;
construction performance falling below expected levels of output or efficiency;
breakdown, aging or failure of equipment or processes;
contractor or operator errors;
labour disputes, disruptions or declines in productivity;
inability to attract sufficient numbers of qualified workers;
disruption in the supply of energy and utilities; and
major incidents and/or catastrophic events such as fires, explosions, earthquakes, or storms.

The products sold by the Company are subject to regulation governing food, dietary supplement, controlled substances and related products

The Company's activities are subject to regulation by governmental authorities. Achievement of the Company's business objectives are contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. The Company cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

Risks associated with increasing competition

There is potential that the Company will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition, and results of operations of the Company.

Due to the early stage of the industry in which the Company operates, the Company expects to face additional competition from new entrants. To remain competitive, the Company will require a continued high level of investment in research and development, marketing, sales, accounting and enterprise management systems, capital improvements to its Long Beach Facility to add client-required capabilities against new revenue, and to maintain client support and service. The Company may not have sufficient resources to maintain research and development, marketing, sales, and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition, and results of operations the Company.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

Product liability

As a manufacturer and distributor of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action, and litigation if its products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of the Company’s products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of the Company’s products alone or in combination with other medications or substances could occur. The Company may be subject to various product liability claims, including, among others, that the Company’s products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, discontinuation of products, adverse impact on the Company’s reputation with its clients and consumers generally and could have a material adverse effect on its results of operations and financial condition. There can be no assurances that the Company will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Company potential products.

Product recalls

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the products developed by the Company are recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expense relating to the recall and any legal proceedings that might arise in connection with the recall. The Company may lose a significant amount of revenue and may not be able to replace that revenue at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although the Company is establishing procedures to test finished products, there can be no assurance that any quality, potency, or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action, or lawsuits. Additionally, if one of the Company’s significant brands were subject to recall, the image of that brand and the Company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for the Company’s products and could have a material adverse effect on the results of operations and financial condition of the Company. Product recalls may lead to increased scrutiny of the Company’s operations by the regulatory agencies, requiring further management attention and potential legal fees and other expenses.

Potential FDA regulation

Should the US federal government legalize cannabis, it is possible that the FDA would seek to regulate it under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations including good manufacturing practices, related to the growth, cultivation, harvesting and processing of cannabis. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where cannabis is grown register with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, the impact on the cannabis industry is unknown, including what costs, requirements and possible prohibitions may be enforced. If the Company is unable to comply with the regulations or registration as prescribed by the FDA it may have an adverse effect on the Company’s business, operating results, and financial condition.

The Company may be vulnerable to unfavorable publicity or consumer perception

The Company believes the success of the cannabis industry is highly dependent upon consumer perception regarding cannabis and the safety, efficacy and quality of the cannabis produced. Consumer perception can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. Both the medical and adult use of cannabis are controversial topics,

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to cannabis will be favorable.

The cannabis industry is an early-stage business that is constantly evolving with no guarantee of viability. The market for medical and adult-use cannabis is uncertain, and any adverse or negative publicity, scientific research, limiting regulations, medical opinion and public opinion (whether or not accurate or with merit) relating to the consumption of cannabis, whether in Canada, the US or elsewhere, may have a material adverse effect on our operational results, consumer base and financial results.

Further, adverse publicity reports or other media attention regarding the safety, efficacy, and quality of cannabis in general, or associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect. Among other things, such adverse publicity reports or other media attention could arise hindering market growth and state adoption of initiatives or proposals to legalize medical cannabis due to inconsistent public opinion and perception of the medical-use and adult-use cannabis industry, thereby limiting the number of new state jurisdictions into which the Company could identify potential acquisition opportunities.

Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that is perceived as less favorable than, or that questions, earlier research reports, findings or publicity could have a material adverse effect on the demand for cannabis and on the business, results of operations, financial condition and cash flows of the Company.

Public opinion and support for medical and adult-use cannabis has traditionally been inconsistent and varies from jurisdiction to jurisdiction. While public opinion and support appears to be rising for legalizing medical and adult-use cannabis, it remains a controversial issue subject to differing opinions surrounding the level of legalization (for example, medical cannabis as opposed to legalization in general).

Dependence on suppliers and skilled labour

The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts, and components. No assurances can be given that the Company will be successful in maintaining its required supply of skilled labor, equipment, parts, and components. It is also possible that the final costs of the major equipment contemplated by the Company's capital expenditure program may be significantly greater than anticipated by the Company's management, and may be greater than funds available to the Company, in which circumstance the Company may curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on the financial results of the Company.

Liability for activity of employees, contractors and consultants

The Company could be liable for fraudulent or illegal activity by its employees, contractors and consultants resulting in significant financial losses to claims or regulatory enforcement actions against the Company. The cannabis industry is under strict scrutiny. Failure to comply with relevant laws could result in fines, suspension of licences and civil or criminal action being taken against the Company. Consequently, the Company is subject certain risks, including that employees, contractors and consultants may inadvertently fail to follow the law or purposefully neglect to follow the law, either of which could result in material adverse effects to the financial condition of the Company.

Operating risk and insurance coverage

The Company's insurance coverage is intended to address all material risks to which it is exposed and is adequate and customary in its current state of operations. However, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Uninsurable risks

The medical and retail cannabis business is subject to several risks that could result in damage to or destruction of properties or facilities or cause personal injury or death, environmental damage, delays in production and monetary losses and possible legal liability. It is not always possible to fully insure against such risks, and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company. The Company does not currently have any insurance policies covering its properties or the operation of its business and any liabilities that may arise as a result any of the above noted risks may cause a material adverse effect on the financial condition of the Company.

Management of growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

Internal controls

Effective internal controls are necessary for the Company to provide reliable financial reports and to help prevent fraud. Although the Company will undertake a number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial reports, including those imposed on the Company under Canadian securities law, the Company cannot be certain that such measures will ensure that the Company will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company's results of operations, or cause it to fail to meet its reporting obligations. If the Company or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in the Company's consolidated financial statements and materially adversely affect the trading price of the Common Shares.

Dividends

The Company has no earnings or dividend record and does not anticipate paying any dividends on the Common Shares in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings.

Foreign currency exchange rates

Exchange rate fluctuations may adversely affect the Company's financial position and results. It is anticipated that a significant portion of the Company's business will be conducted in the US using USD. The Company's financial results are reported in CAD and costs are incurred primarily in USD in its Cannabis Cultivation Segment. The depreciation of CAD against USD could increase the actual capital and operating costs of the Company's US operations and materially adversely affect the results presented in the Company's audited consolidated financial statements.

The market price of securities is volatile and may not accurately reflect the long-term value of the Company

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past. This volatility may affect the ability of holders of Common Shares or warrants to sell their securities at an advantageous price. Market price fluctuations in the Common Shares and warrants may be due to the Company's operating results failing to meet expectations of securities analysts

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Shares and warrants.

Financial markets historically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares and warrants may decline even if the Company's investment results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in investment values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted, and the trading price of the Common Shares and warrants may be materially adversely affected.

Limited market for securities

There can be no assurance that an active and liquid market for the Common Shares will develop or be maintained, and an investor may find it difficult to resell any securities of the Company.

Environmental and employee health and safety regulations

The Company's operations are subject to environmental and safety laws and regulations concerning, among other things, emissions and discharges to water, air and land, the handling and disposal of hazardous and non-hazardous materials and wastes, and employee health and safety. The Company will incur ongoing costs and obligations related to compliance with environmental and employee health and safety matters. Failure to comply with environmental and safety laws and regulations may result in additional costs for corrective measures, penalties or in restrictions on our manufacturing operations. In addition, changes in environmental, employee health and safety or other laws, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Company's operations or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company.

Certain events or developments in the cannabis industry more generally may impact the Company's reputation

Damage to the Company's reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Cannabis has often been associated with various other narcotics, violence and criminal activities, the risk of which is that our business might attract negative publicity. There is also risk that the action(s) of other participants, companies and service providers in the cannabis industry may negatively affect the reputation of the industry as a whole and thereby negatively impact the reputation of the Company. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views in regard to the Company and its activities, whether true or not and the cannabis industry in general, whether true or not. The Company does not ultimately have direct control over how it or the cannabis industry is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company's overall ability to advance its business strategy and realize on its growth prospects, thereby having a material adverse impact on the Company.

Disruption of business

Conditions or events including, but not limited to, those listed below could materially disrupt the Company's and other industry participant's supply chains, interrupt operations, increase operating expenses, and thereby result in loss of sales, delayed performance of contractual obligations or require additional expenditures to be incurred: (i) extraordinary weather conditions or natural disasters such as hurricanes, tornadoes, floods, fires, drought, tsunami,

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

extreme heat, earthquakes, etc.; (ii) a local, regional, national or international outbreak of a contagious disease, including the COVID-19 coronavirus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, or any other similar illness could result in a general or acute decline in economic activity (see also, "Public health crises"); (iii) political instability, social and labour unrest, riot, insurrection, war or terrorism; or (iv) interruptions in the availability of basic commercial and social services and infrastructure including power and water shortages, and shipping and freight forwarding services including via air, sea, rail and road.

Public health crises

The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises beyond our control, including COVID-19. On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a global health emergency. Many governments likewise declared that the COVID-19 outbreak in their jurisdictions constituted an emergency. While most of the significant impairments caused by COVID-19 have been rolled back, lifted, or terminated, there continue to be some residual aftereffects impacting logistics, consumer behavior, shipping and transportation, labor availability, micro and macro risk tolerance, and rising inflation and corresponding rising interest rates.

Such public health crises can result in volatility and disruptions in the supply and demand for various products and services, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect interest rates, credit ratings, credit risk, inflation and, as a result, demand for our end customers’ products and our operating results. The risks to the Company of such public health crises also include risks to employee health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak.

The risks to the Company of such public health crises also include risks to employee health and safety and a slowdown of operations in the Company’s stores. Should an employee or visitor in any of the Company’s stores or workplaces become infected with a serious illness that has the potential to spread rapidly, this could place the Company’s workforce at risk. The Company takes every precaution to strictly follow industrial hygiene and occupational health guidelines and applicable health authority recommendations. The extent to which other contagious disease impacts the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of this or any other outbreak and the actions to contain those outbreaks or treat its impact, among others.

Inflation and interest rates

Global markets have experienced increased rates of inflation. Inflation itself, as well as certain governmental efforts to combat inflation, may have significant negative effects on any economy which the Company does business. Past governmental efforts to curb inflation have involved certain drastic economic measures, which had a materially adverse impact on the level of economic activity in these countries. Any future economic measures to curb inflation could be expected to have similar adverse effects on the level of economic activity in the market which the Company does business and, in turn, on the operations of the Company.

In response to inflation, the Federal Reserve raises interest rates to combat such inflation. High interest rates mean a higher cost of borrowing, both for residential and commercial borrowers, which impacts consumer spending and behavior, as well as lender behavior. Interest rates and inflation impacts all businesses in the supply chain, and typically in an adverse manner. Extended periods of inflation and high interest rates could result in a material adverse effect to the financial or operating condition of the Company.

Data breaches and privacy law

The Company may be subject to breaches of security at its facilities, or in respect of electronic documents and data storage, and may face risks related to breaches of applicable privacy laws. The Company has previously provided medical cannabis to patients and maintains patient records. Due to the sensitive nature of this information, the Company could be found liable if a breach of security at its facility resulted in the theft, loss, or mishandling of

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

electronic data. If such a breach did occur, the Company could be liable for fines, penalties and for any third-party liability which could result in a material adverse effects to the financial or operating condition of the Company.

Information technology systems and cyber attacks

The Company’s operations depend in part on how well it protects networks, equipment, and information technology systems and software against damage from a number of threats, including but not limited to cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component thereof could, depending on the nature of such failure, adversely impact the Company’s reputation, results of operations, and financial condition. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other factors, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Difficult to forecast demand

The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the cannabis industry in Canada and the US. A failure in the demand for its products to materialize as a result of competition, technological change, market acceptance or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

Costs of operating as public company

As a public company, the Company will incur significant legal, accounting and other expenses. As a public company, the Company is subject to various securities rules and regulations, which impose various requirements on the Company, including the requirement to establish and maintain effective disclosure and financial controls and corporate governance practices. The Company’s management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase the Company’s legal and financial compliance costs and make some activities more time-consuming and costly.

Forward-looking statements may prove to be inaccurate

Investors should not place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Substantial number of authorized but unissued Common Shares

The Company has an unlimited number of Common Shares that may be issued by the Board without further action or approval of the Company’s shareholders. While the Board will be required to fulfill its fiduciary obligations in connection with the issuance of such Common Shares, the Common Shares may be issued in transactions with which not all of the shareholders of the Company agree, and the issuance of such Common Shares will cause dilution to the ownership interests of the shareholders of the Company.

Dilution

The Company may issue additional Common Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares. The Company cannot predict the size of future issuances of Common Shares or the

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

Negative cash flow from operating activities

The Company has had negative cash flow from operating activities since inception. The Company’s net losses have had and will continue to have an adverse effect on, among other things, shareholder equity, total assets and working capital. The Company expects that losses may fluctuate from quarter to quarter and year to year. The Company cannot predict when it will become profitable, if at all. Accordingly, the Company may be required to obtain additional financing in order to meet its future cash commitments.

10. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A includes “forward-looking statements”, within the meaning of applicable securities legislation, which are based on the opinions and estimates of Management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar words suggesting future outcomes or statements regarding an outlook. Such risks and uncertainties include, but are not limited to the described under the heading “Risk Factors” in this MD&A and described in public disclosure documents filed by the Company. Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, prospective investors in securities of the Company should not place undue reliance on these forward-looking statements. Statements in relation to “reserves” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future. Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this MD&A are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements are expressly qualified by this cautionary statement.

11. DISCLOSURE OF INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements; and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented. In contrast to non-venture issuers, this MD&A does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”). In particular, management is not making any representations relating to the establishment and maintenance of: controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in its filings or other reports or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Investors should be aware that inherent limitations on the ability of management of the Company to design and implement on a cost-effective basis DC&P and ICFR may result in additional risks to the quality, reliability, transparency and timeliness of filings and other reports provided under securities legislation.

BECKETT'S INC.
(formerly, The Tinley Beverage Company Inc.)
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the year ended December 31, 2024

12. MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

Management is responsible for all information contained in this report. The 2024 Financial Statements have been prepared in accordance with IFRS and include amounts based on management’s informed judgments and estimates. The financial and operating information included in this report is consistent with that contained in the 2024 Financial Statements in all material aspects.

The audit committee of the Board (“Audit Committee”) has reviewed the Company’s 2024 Financial Statements and this MD&A with management. The Board of the Company has approved the 2024 Financial Statements and this MD&A on the recommendation of the Audit Committee.

April 23, 2025

(signed) “Larry Weintraub”
Larry Weintraub
CEO

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Beckett's Inc. — Management Reports 2025

45623_rns_2025-04-23_9fb63139-821a-46bb-84fb-7c44c268a355.pdf

NON-ALCOHOLIC COCKTAILS + SPIRITS

BECKETT'S INC.

TABLE OF CONTENTS

1. DESCRIPTION OF BUSINESS

2. BUSINESS OVERVIEW

Financing Activities

Business Development

Retail Growth Strategy

Third-Party Brand Manufacturing & Distribution and Additional Territory/Expansion Opportunities

Tinley's Brand in Canada

CBD Beverages

Since January 1, 2024

3. CANADIAN COMPANIES WITH US MARIJUANA-RELATED ASSETS

All Issuers with US Marijuana-Related Activities

Nature of the Company's Involvement in the US Marijuana Industry

Cannabis Illegality

Guidance from Federal Authorities

US Enforcement Proceedings

Related Risks

Ability to Access Public and Private Capital

Operating Exposure

Legal Advice, Compliance, and Potential Exposure

Involvement with Cultivation and Distribution

US Cannabis Issuers with Direct Involvement in Cultivation or Distribution

US Cannabis Issuers with Indirect Involvement in Cultivation or Distribution

US Cannabis Issuers with Material Ancillary Involvement

State-Level Overview

California

4. OVERALL PERFORMANCE

Selected Annual Information

Selected Quarterly Financial Results

Three Months ended December 31, 2024

Results of Operations

Cash Flows

Year ended December 31, 2024

Results of Operations

Cash Flows

Liquidity and Capital Resources

5. KEY MANAGEMENT COMPENSATION AND RELATED PARTY TRANSACTIONS

Key Management Compensation

Other Related Party Transactions

6. FINANCIAL RISK MANAGEMENT

Fair Value

Credit Risk

Liquidity Risk

Interest Rate Risk

Foreign Currency Risk

7. CAPITAL MANAGEMENT

8. MATERIAL ACCOUNTING POLICY INFORMATION

Cash

Inventories

Revenue from Contracts with Customers

Property and Equipment

Income Taxes

Current Income Taxes

Deferred Income Taxes

Equity

Loss per Share

Share-Based Payments

Warrants

Research and Development

Provisions

Financial Instruments

Classification

Amortized Cost

Expected Credit Loss Impairment Model

FVTPL

FVTOCI

Amortized cost

Measurement

Foreign Currency Transactions

Functional and Presentation Currency

Transactions and Balances

Translation of Foreign Operations

Leased Assets

New Standards, Amendments and Interpretation Not Yet Adopted

Disclosure of Outstanding Share Data as at April 23, 2025

Beckett's Inc. Management Reports 2025