Beckett's Inc. — Proxy Solicitation & Information Statement 2024

Nov 1, 2024

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Notice of Availability of Proxy Materials for The Tinley Beverage Company Inc. Annual and Special Meeting

Meeting Date and Time: December 6, 2024 at 11:00 am (Toronto time)

Location: the offices of 181 Bay Street, Suite 1800, Toronto, Ontario M5J 2T9

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

https://odysseytrust.com/client/tinleybeverage

OR

www.sedarplus.ca

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by November 22, 2024 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedarplus.ca.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

1. Number of Directors: To fix the number of directors of the Corporation at six (6).

2. Election of Directors: To elect directors of the Corporation for the ensuing year.

3. Appointment of Auditors: To re-appoint Zeifmans LLP as auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditors’ remuneration.

4. Equity Incentive Plan: To consider and, if deemed advisable, to pass, with or without variation, a resolution ratifying, confirming and approving the amended and restated equity incentive plan of the Corporation and the unallocated entitlements issuable thereunder.

5. Approval of Consolidation of Common Shares: To consider and, if deemed advisable, pass, with or without variation, a special resolution authorizing an amendment to the articles (the “Articles”) of the Corporation to consolidate the issued and outstanding Common Shares at a ratio of between five (5) and fifteen (15) pre-consolidation Common Shares for every one post-consolidation Common Share, as and when determined by the board of directors of the Corporation.

6. Approval of Name Change: To consider and, if deemed advisable, to pass, with or without variation, a special resolution authorizing an amendment to the Articles to change the name of Tinley to “Beckett’s Inc.”, when determined by the board of directors of the Corporation.

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by 11:00 a.m. (Toronto time) on December 4, 2024.

Stratification

The Issuer is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.