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

Nov 1, 2024

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THE TINLEY BEVERAGE COMPANY INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 6, 2024

NOTICE IS HEREBY GIVEN that an annual and special meeting (“ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of The Tinley Beverage Company Inc. (“ Tinley ” or “ Corporation ”) will be held at the offices of 181 Bay Street, Suite 1800, Toronto, Ontario M5J 2T9 on December 6, 2024 at 11:00 a.m. (Toronto time). The Meeting is being held for the following purposes, which are further described in the accompanying management information circular (“ Circular ”):

1. to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2023, together with the report of the auditors thereon;

2. fix the number of directors of the Corporation at six;

3. to elect directors of the Corporation for the ensuing year. For more information, see “Business of the Meeting —Election of Directors” in the Circular;

4. to re-appoint Zeifmans LLP as auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditors’ remuneration. For more information, see “Business of the Meeting — Appointment of Auditor” in the Circular;

5. 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. For more information, see “Business of the Meeting — Ratification of Amended and Restated Equity Incentive Plan” in the Circular;

6. 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. For more information, see “Business of the Meeting — Approval of Consolidation of Common Shares” in the Circular;

7. 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. For more information, see “Business of the Meeting — Approval of Name Change” in the Circular; and

8. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying Circular under the section “ Matters to be Acted Upon ”. The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is October 15, 2024 (“ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

Notice-and-Access

The Corporation is utilizing the notice-and-access mechanism (“ Notice-and-Access Provisions ”) under National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 — Continuous Disclosure Obligations, for distribution of Meeting materials to registered and beneficial Shareholders.

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Website Where Meeting Materials are Posted

The Notice-and-Access Provisions allow reporting issuers to post electronic versions of proxy-related materials, such as the Circular and annual financial statements, (“ Proxy-Related Materials ”) on-line, via SEDAR+ (“ SEDAR ”) and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of the Circular, financial statements of the Corporation for the year ended December 31, 2023 (“ Financial Statements ”) and management’s discussion and analysis of the Corporation’s results of operations and financial condition for the year ended 2023 (“ MD&A ”) may be found on the Corporation’s SEDAR profile at https://www.sedarplus.ca/landingpage/ and also on the Corporation’s transfer agent Odyssey Trust Company (“ OTC ”) website at https://odysseytrust.com/client/tinleybeverage. The Corporation will not use procedures known as “ stratification ” in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular to some Shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Circular nor the Financial Statements.

Obtaining Paper Copies of Materials

The Corporation anticipates that using the Notice-and-Access Provisions for delivery to all Shareholders will directly benefit the Corporation through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. Shareholders with questions about notice-and-access can call the Corporation’s transfer agent, OTC, toll-free at 888-2901175 or directly at 1-587-885-0960. Shareholders may also obtain paper copies of the Proxy Related Materials free of charge by contacting OTC toll-free at 888-290-1175 or directly at 1-587-885-0960 or upon request to the Corporation.

A request for paper copies, which are required in advance of the Meeting, should be sent so that the request is received by the Corporation or OTC as applicable, by November 25, 2024 in order to allow sufficient time for Shareholders to receive the paper copies and to return their proxies or voting instruction forms to intermediaries before December 4, 2024 at 11:00 a.m. (Toronto time), being the date that is not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof.

Voting

All Shareholders are strongly encouraged to vote on the matters before the Meeting by proxy in the manner set out in the accompanying Circular. A registered Shareholder (each, a “Registered Shareholder”), or a non-registered Shareholder (each, a “Non-Registered Shareholder”) that has followed the instructions set out below and in their voting instruction form, may attend the Meeting in person or may be represented by proxy. Please see instructions set out below and in the accompanying Circular for instructions relating to how Registered Shareholders and NonRegistered Shareholders may vote in advance of the Meeting:

FORM OF PROXY FOR REGISTERED SHAREHOLDERS

Completed proxies, for Registered Shareholders, must be returned to OTC, the Corporation’s transfer agent, (i) by mail to Odyssey Trust Company, 702-67 Yonge Street, Toronto, ON M5E 1J8; or (ii) by internet at https://login.odysseytrust.com/pxlogin, by 11:00 a.m. on December 4, 2024 (Toronto time), being the date that is not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof (“ Proxy Deadline ”).

VOTING INSTRUCTION FORMS FOR NON-REGISTERED SHAREHOLDERS

Non-Registered Shareholders, who have not waived the right to receive the Proxy-Related Materials will either: (i) receive a voting instruction form; or (ii) be given a proxy which has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted to the number of Common Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed.

Non-Registered Shareholders should carefully follow the instructions that accompany the voting instruction form or the proxy, including those indicating when and where the voting instruction form or the proxy is to be delivered. Voting instructions must be deposited by the Proxy Deadline, however your voting instruction form may provide for an earlier date

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in order to process your votes in a timely manner. Voting instruction forms permit the completion of the voting instruction form online or by telephone. A Non-Registered Shareholder wishing to attend and vote at the Meeting in person should follow the corresponding instructions on the voting instruction form or, in the case of a proxy, strike out the names of the persons named in the proxy and insert the Non-Registered Shareholder’s name in the space provided.

DATED this 24[th] day of October, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF THE TINLEY BEVERAGE COMPANY INC. (signed) “ Larry Weintraub ” Chief Executive Officer