Beckett's Inc. — Regulatory Filings 2022

Jan 27, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT

		FORM 51-102F3MATERIAL CHANGE REPORT
Item	1	Name and Address of Company
		The Tinley Beverage Company Inc. (the “Company” or “Tinley”)
		77 King Street West, Suite 2905
		Toronto, Ontario, Canada
		M5K 1H1
Item	2	Date of Material Change
		January 19, 2022
Item	3	News Release
		On January 19, 2022, a news release in respect of the material change was disseminated by the
		Company through Global Newswire. A copy of the news release is appended as Schedule “A and
		was filed under the Company’s profile on SEDAR at www.sedar.com.
Item	4	Summary of Material Change
		On January 19, 2022, the Company issued 2,080,666 units (“Units”) of the Company under the first
		tranche of a non-brokered private placement (the “First Tranche”) of the Company at a price of
		$0.15 per Unit, resulting in gross proceeds of C$312,100.00. Each Unit is comprised of one common
		share of the Company (“Common Share”) and one common share purchase warrant (a
		“Warrant”). Each Warrant is exercisable into one Common Share (“Warrant Share”) at a price
		of C$0.20 for a period of 24 months following the closing. All of the Units issued under the First
		Tranche were purchased by Richard Gillis, President and Chief Operating Officer of Tinley’s USA
		and member of Tinley’s office of the CEO.
		The subscription for Units by Mr. Gillis is considered a “related party transaction” within the
		meaning of Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special
		Transactions(“MI 61- 101”). The Company relied on exemptions from the formal valuation and
		minority approval requirements in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of Mr.
		Gillis’ purchase of Units. The Company did not file a material change report in respect of the related
		party transaction less than 21 days prior to the closing of the First Tranche, which the Company
		deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the First
		Tranche in an expeditious manner.
Item	5	Full Description of Material Change
		Please see a copy of the Company’s press release dated January 19, 2022 and attached to this report
		as Schedule “A”.
Item	6	Reliance on Subsection 7.1(2) of National Instrument 51-102
		Not applicable.
Item	7	Omitted Information
		Not applicable.
Item	8	Executive Officer
		Ted Zittell, Director and Office of the Chief Executive Officer, is knowledgeable about the material
		change and this report. Mr. Zittell can be contacted at (310) 507-9146 and at info@drinktinley.com.

Item 9 Date of Report January 27, 2022

SCHEDULE A

(see attached)

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