Rocky Mountain Liquor Inc.

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

Annual and Special Meeting of Shareholders

SANDMAN SIGNATURE EDMONTON SOUTH 10111 ELLERSLIE ROAD SW EDMONTON, AB DECEMBER 10, 2021 7:30 A.M. MST

Dated: October 25, 2021

NOTICE OF MEETING

TO: THE SHAREHOLDERS OF ROCKY MOUNTAIN LIQUOR INC.

NOTICE is hereby given that the annual and special meeting (the “Meeting”) of the shareholders (“Shareholders”) of common shares (“Common Shares”) of Rocky Mountain Liquor Inc. (the “Corporation") will be held December 10, 2021, at the Sandman Signature Edmonton South, 10111 Ellerslie Road SW, Edmonton, AB at 7:30 a.m. (MST) for the following purposes:

to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2020, and the report of the auditors thereon;
to fix the number of directors to be elected at the Meeting, or any postponements thereof, at five (5);
to consider, and if deemed advisable, to pass a resolution electing the directors of the Corporation for the ensuing year;
to consider, and if deemed advisable, to pass a resolution appointing Grant Thornton LLP, Chartered Professional Accountants, as auditor of the Corporation, for the ensuing year and to authorize the directors to fix the auditors remuneration;
to consider, and if deemed advisable, to authorize a continuation of the Corporation’s Stock Option Plan as adopted on August 23, 2010; and
to transact such other business as may properly come before the Meeting or any adjournment or postponements thereof.

The form of proxy solicited by management is the form of proxy printed on the WHITE paper.

The specific details of the matters proposed to be put before the Meeting, or any adjournment or postponements thereof, are set forth in the Information Circular accompanying and forming part of this Notice of Meeting.

COVID-19

Due to public health restrictions on mass gatherings, and to protect the health and safety of the Shareholders, associates and guests, the Corporation strongly recommends that Shareholders exercise their right to vote by proxy prior to the Meeting through any of the methods described on pages 4-7 of the Information Circular and forego attending the Meeting. The Corporation continues to closely monitor COVID-19 outbreak developments and requirements and reserves the right to take any additional precautionary measures it deems appropriate related to the Meeting.

Dear Fellow Shareholder,

On behalf of Rocky Mountain Liquor’s Board of Directors, I am pleased to invite you to the 2021 annual and special meeting of Shareholders. The Meeting is on December 10, 2021, at 7:30 a.m. (MST), at the Sandman Signature Edmonton South, 10111 Ellerslie Road SW, Edmonton, Alberta. The form of proxy solicited by management is printed on WHITE paper. We encourage all Shareholders to vote early, and at the latest, by 7:30 a.m. December 8, 2021.

Your vote is important no matter how many common shares you own and even if you have never voted before. By becoming a voter, you can have a meaningful impact on the future of your Corporation. Vote the WHITE form of proxy today or no later than 7:30 a.m. (MST) Wednesday, December 8, 2021.

To ensure your proxy is received in time for the Meeting, we recommend that you vote as soon as possible.

Peter J. Byrne, Executive Chairman Rocky Mountain Liquor Inc.

Notice and Access System

The Canadian Securities Administrators have adopted amendments to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) that are intended to improve communications between reporting issuers and shareholders in the proxy voting process. The amendments came into force on February 11, 2013, and highlights include: (i) the introduction of a "notice-and-access" system for sending proxy-related materials to registered and beneficial owners of securities; (ii) enhanced disclosure requirements regarding the beneficial owner voting process; and (iii) simplifying the process for appointing beneficial owners of securities as proxy holders for the purposes of attending and voting at shareholder meetings.

Under the notice-and-access provisions, reporting issuers are permitted to deliver proxy-related materials by posting them on the system for electronic document analysis and retrieval (“SEDAR”) under the profile of the Corporation as well as a website other than SEDAR and sending a notice package to registered and beneficial owners. The notice package must include: (i) the relevant form of proxy or voting information form; (ii) basic information about the meeting and the matters to be voted on; (iii) instructions on how to obtain a paper copy of the Information Circular and other material disclosure documents if applicable; and (iv) a plain-language explanation of how the noticeand-access system operates and how proxy-related materials can be accessed online. Where prior consent has been obtained, a reporting issuer can send this notice package to registered and beneficial owners electronically ( eg . electronic mail). This notice package must be mailed to registered and beneficial owners from whom consent to electronic delivery has not been received.

Under the amended rules, the notice-and-access system can also be used by reporting issuers to deliver annual financial statements and corresponding management’s discussion and analysis (“MD&A”) required under NI 51-102. Consistent with the period of time within which a reporting issuer must fulfill requests for paper copies of proxy-related materials, any person using the noticeand-access system must ensure that proxy-related materials are on the non-SEDAR website for a period of one year from the date of posting.

The Corporation intends to use, to the fullest extent possible, notice-and-access for its proxyrelated communications with Shareholders.

The Corporation will be sending proxy-related materials directly to non-objecting beneficial owners under NI 54-101 other than in respect of Shareholders that have requested to receive paper copies of the materials. For further information, please see “Advice to Beneficial Holders”, below.

Computershare Trust Company of Canada (“Computershare”), the Corporation’s transfer agent the approved intermediary for mailing proxy-related materials to registered owners.

Advice to Beneficial Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders who appear as registered Shareholders on the records maintained by the Corporation’s registrar and transfer agent will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for, against or withhold) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy and law requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder who receives a voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his, her or its broker, a Beneficial Shareholder may attend the Meeting as proxy holder for the registered Shareholder and vote the Common Shares

in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxy holder for the registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

Notwithstanding the notice-and-access system, the Canada Business Corporations Act (“CBCA”) subjects the Corporation to two additional requirements. First, the Corporation must deliver the annual financial statements to registered shareholders unless such registered shareholders inform the issuer in writing that they do not want a copy of the annual financial statements. A registered shareholder that does not waive the delivery of the annual financial statements must be provided with a written copy of such statements unless they provide written consent to electronic delivery. Second, the Corporation is required to deliver a printed copy of the Information Circular to a registered shareholder unless such shareholder provides written consent to electronic delivery. To ensure compliance with the CBCA, registered Shareholders will be mailed a copy of this Information Circular unless the Corporation has received written consent to the electronic delivery hereof.

All references to Shareholders in this Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

The Corporation will pay for the costs of Broadridge to deliver proxy-related materials to Beneficial Shareholders.

Solicitation of Proxies

This proxy circular is distributed within the framework of the solicitation by the management of the Corporation of proxies to be used at the Meeting. The Meeting will be held at the time and place and for the purposes specified in the notice of the annual and special meeting and any adjournment or postponements thereof. The solicitation of proxies will be done by mail and the cost will be borne by the Corporation. The form of proxy solicited by management is the form of proxy printed on WHITE paper.

In light of the current COVID-19 health measures, Shareholders are strongly encouraged to not attend the Meeting and to complete the enclosed form of proxy printed on WHITE paper and sent it to: Proxy Dept., Computershare Trust Company of Canada, 8th Floor, Proxy Department, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or submit their vote via Internet Voting as described below no later than 7:30 a.m. MST, December 8, 2021. Unless otherwise stated, the information contained in this information circular is given as of October 25, 2021.

Appointment of Proxy

The proxy must be signed by the Shareholder or his/her attorney duly authorized in writing or, if the Shareholder is a legal entity, by an executive officer or attorney so authorized in writing. The proxy must be accompanied by a certified copy of the resolution authorizing the signature, and filed with the Chief Executive Officer of the Corporation, at 11478-149 Street, Edmonton, AB T5M 1W7, (“Registered Office”) or with Computershare, 8th Floor Proxy Department, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or via Internet Voting as described in the next section no later than 7:30 a.m. MST, December 8, 2021 or in case of adjournment or postponement no later than 7:30 am MST on the last business day preceding the day of resumption of the Meeting and at the same location.

The persons named in the enclosed form of proxy as proxy are directors and/or officers of the Corporation. Any Shareholder has the right to appoint a proxy to represent him or her at the Meeting other than the persons whose name appears as proxy in the enclosed form of proxy by striking out the names printed on the form of proxy and by inserting the name of the proxy of his, her choice in the blank space provided. A person thus appointed as proxy need not be a shareholder of the Corporation. A person thus appointed as proxy can be revoked if the Shareholder attends the Meeting in person and applies therefore.

The persons named in the enclosed proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the meeting or any other matters properly brought before the meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the meeting is routine and whether or not the amendment, variation or other matter that comes before the meeting is contested. A non-registered shareholder who wishes to appoint another person to represent him at the Meeting shall carefully follow the instructions of his, her intermediary, including those regarding when and where to send the voting instruction form or proxy to be delivered with directions concerning the appointment of another person to represent him or her at the Meeting.

Internet Voting

Shareholders may use the internet site at www.investorvote.com to transmit their voting instructions. Shareholders should have the form of proxy in hand when they access the website and will be prompted to enter their Control Number, which is located on the form of proxy. If Shareholders vote by internet, their vote must be received no later than 7:30 a.m. MST, December 8, 2021, or 48 hours prior to the time of any adjournment or postponement of the Meeting. The website may be used to appoint a proxy holder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxy holder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above.

Discretionary Powers Conferred by Proxies

The right to vote conferred by properly executed proxies in the accompanying form, duly signed on behalf of the persons designated therein shall be exercised on any ballot that may be called during the Meeting. Management of the Corporation agrees to respect the instructions given by the shareholder in the form of proxy. If no instructions are given, the votes shall be cast in favour of the resolutions set forth in the Notice of Meeting. The enclosed form of proxy confers discretionary authority upon the persons named therein in respect of amendments to or variations of the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting, except for the election of directors. At the date of this Information Circular, the Management of the Corporation is not aware of such amendments, or other items that may come before the Meeting. The Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for. If the Shareholder specifies a choice with respect to any matter to be acted upon, the Common

Shares will be voted accordingly.

Right of Revocation of Proxies

A Shareholder who grants a proxy may, at any time, revoke such proxy by filing a written notice, signed by the Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a legal entity, this written notice must be signed by an officer or duly authorized attorney and must be accompanied by a certified copy of the resolution authorizing the signature, either: (i) with the Registered Office of the Corporation, or with Computershare Trust Company of Canada, Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, no later than 7:30 a.m. MST on December 8, 2021, or in case of adjournment or postponement no later than 7:30 a.m. MST on the last business day preceding the day of resumption of the Meeting and at the same location, or (ii) with the Chairman of the Meeting on the day of the Meeting or the day of its resumption before the said Meeting starts.

Interest of Certain Persons in Matters to be Acted Upon

To the knowledge of the Corporation, except for the information herein disclosed, none of the members of the board of directors of the Corporation (the “Board”) or management of the Corporation or any applicants for a position of director or any associate or affiliate of any of the above-mentioned persons has an interest in any matters to be acted upon at the Meeting.

Voting Shares and Principal Holders Thereof

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value.

On October 15, 2021 (the “Record Date”), which is the record date for the Meeting, there were 47,489,937 Common Shares of the Corporation issued and outstanding, giving the holders the right to one vote per Common Share. Only the Shareholders registered in the books of the Corporation as at the Record Date, are entitled to vote.

To the knowledge of management of the Corporation, the only persons exercising directly or indirectly control or direction over more than 10% of the voting rights enclosed to the Common Shares of the Corporation other than Peter J. Byrne (jointly with Joan Byrne) is:

Registered Shareholder	Common Shares Owned	Percentage of Outstanding Common Shares on a Fully Diluted Basis
Jonathan Armoyan	5,150,000	10.8

Details relating to percent ownership by Peter J. Byrne (jointly with Joan Byrne) can be found on page 7 of this document.

MATTERS TO BE ACTED UPON AT THE MEETING

1. Presentation of Audited Financial Statements

The audited consolidated financial statements of the Corporation for the 12 month period ending December 31, 2020, and the report of the auditors on those financial statements will be presented by

management. Copies can be viewed on SEDAR at www.sedar.com. No formal action will be taken at the Meeting to approve the financial statements. The Board has approved the financial statements upon the recommendation of the Audit Committee prior to filing and delivery to shareholders.

2. Fix Number of Directors of the Corporation

We are nominating the Company’s four (4) Directors that are currently serving on the Board in addition to a new nominee, resulting in a total of five (5) Directors standing for election at our Meeting.

Shareholders of the Corporation will be asked to consider and, if deemed appropriate, to approve and fix the number of directors to be elected at the Meeting, or any adjournment or postponements thereof, to five (5) directors to hold office until the next annual general meeting or until their successors are elected or appointed.

Unless otherwise directed, it is the intention of the persons designated in the enclosed form of proxy, to vote proxies in favour of setting the number of directors to be elected at the Meeting at five (5).

3. Election of the Directors of the Corporation

We are nominating the Company’s four (4) Directors that are currently serving on the Board in addition to a new nominee, Mr. Armoyan, a shareholder holding more than 10% of the common voting stock, resulting in a total of five (5) Directors standing for election at our Meeting. Shareholders are invited to elect the five (5) persons mentioned in the table below as directors of the Corporation or if not included in the table below a registered Shareholder may nominate a director for election. Each director elected at the Meeting shall hold office until the following annual general meeting or until the election of his/her replacement unless he/she resigns or his/her office becomes vacant through to death or any reason stated per the by-laws of the Corporation.

The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote FOR the election of the nominees listed below to the Board of Directors.

Management of the Corporation does not contemplate that any of the nominees will, for any reason, become unable or unwilling to serve as a director. However, if any change should occur prior to the Meeting, the persons mentioned in the enclosed form of proxy reserve the right to vote for other nominees of their choice. Profiles of the persons named below can be found under the heading “Corporate Governance” on page 17 of this Information Circular.

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Number of Percentage of
Date of
Name and Position Held Place of Common Shares Common
Appointment
in the Corporation Residence Primary Occupation to the Board of Held/Controlled as Shares Issued
at October 15, 2021 and
Directors
Outstanding
Peter J. Byrne, Executive Alberta, Canada Executive Chairman of December 1, 10,638,790 22.4
Chairman (2) the Corporation 2008
Frank Coleman, Director Newfoundland, President and CEO of November 14, 978,490 2.1
(1) (2) Canada the Coleman Group of 2007
Companies
Robert Nova Scotia, President of November 14, 50,000 0.1
Normandeau, Canada SeaFort Capital 2007
Director (1) (2)
Allison Radford, Chief Alberta, Canada CEO of the Corporation June 15, 2009 484,853 1.0
Executive Officer and
Director (1) (2)
Jonathan Armoyan (3) Nova Scotia, Realtor NA 5,150,000 10.8
Canada
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(1) Member of the Audit Committee. (2) Returning Director (3) Director nominee

4. Appointment of the Auditors of the Corporation

Management proposes that Grant Thornton LLP, Chartered Professional Accountants be appointed as auditors of the Corporation for the fiscal year ending December 31, 2020, and to authorize the Board of Directors to fix their remuneration.

The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote FOR the appointment of Grant Thornton LLP, Chartered Professional Accountants as auditors of the Corporation.

5. Continuation of Stock Option Plan

Shareholders will be asked to vote to continue with the Corporation’s Stock Option Plan.

The Stock Option Plan will continue to permit that 10% of the Corporation’s issued and outstanding Common Shares are to be set aside and reserved for stock options on a rolling basis. The limit remains for Directors at 1,250,000 Common Shares and a separate limit remains for Officers, employees and consultants for 1,250,000 Common Shares. The form of Stock Option Plan to be approved and ratified is attached hereto as Appendix “B”. Pursuant to the policies of the TSX Venture Exchange (the "TSXV”), a "rolling" stock option plan must be approved and ratified annually by the Shareholders. The Stock Option Plan was approved at the Corporation’s last Annual and Special Meeting held on November 4, 2020.

The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote FOR the continuation of the Stock Option Plan of the Corporation.

6. Other Business

Management of the Corporation is not aware of any amendment to the matters on the agenda as stated in the Notice of the Meeting or of any matter to be brought before the Meeting other than those mentioned in the Notice of Meeting. Should amendments or other matters be brought before the Meeting, the enclosed form of proxy confers to persons thereby named a discretionary right to vote as they deem it sound on amendments concerning the matters on the agenda as stated in the Notice of Meeting or any other matters.

MATTERS RELATING TO THE CORPORATION

At present, there are 47,489,937 Common Shares issued and outstanding on a fully diluted basis. The following schedule sets out the terms with respect to options or warrants to acquire Common Shares of the Corporation.

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Description of Rights to Acquire Price ($) Expiry Date # of Common Common
Common Shares Shares Shares
Issued and Outstanding – December 31, 2020
47,489,937
Employee Options (exercised) 0
Director Options (exercised) 0
Issued and Outstanding October 15, 2021 47,489,937
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As a group, the officers, current elected directors and related parties of the Corporation own 12,152,133 Common Shares (25.6%).

Executive Compensation

For the purposes of Form 52-102F6, "Named Executive Officer" or "NEO" refers to the Chief Executive Officer, the Chief Financial Officer and the Corporation’s most highly compensated executive officers, other than the Chief Executive Officer and the Chief Financial Officer, who were serving as executive officers as at the end of the most recently completed financial year and whose total compensation exceeded $150,000. Based on the foregoing definition, during the year ended December 31, 2020, the Corporation had three NEOs:

Allison Radford, Chief Executive Officer (" CEO ") Peter J. Byrne, Executive Chairman (" EC ") Sarah Stelmack, Chief Financial Officer (" CFO ”)

Compensation Discussion and Analysis

The Corporation’s compensation program is comprised of two primary elements: base salary and annual incentive plan; and option-based awards, in the form of participation in the Corporation's ("Stock Option Plan").

Base Salary/Annual Incentive

Although a formal process has not been adopted, as a general rule for establishing base salaries or consulting fees, the Board reviews competitive market data for each of the executive positions and determines placement at an appropriate level.

Compensation levels are typically negotiated with the candidate for the position prior to his or her selection as an executive officer. Salaries for the executive officers are reviewed annually to reflect external factors such as inflation as well as overall corporate performance and the executive’s performance.

Beginning in 2015, the annual incentive is based on the officer’s ability to achieve performance targets as set by the members of the Board on an annual basis. No annual incentive was approved or paid for 2016 - 2019. The annual incentive was approved and paid for 2020.

Option Based Awards

The Corporation has a Stock Option Plan for the granting of stock options to the directors, officers, employees and consultants. The purpose of granting such stock options is to assist the Corporation in compensating, attracting, retaining and motivating such persons. The allocation of options under the Stock Option Plan is determined by the Board which, in determining such allocations, considers such factors as previous grants to individuals, the Corporation’s overall performance, share price performance, the business environment and labour market, the role and performance of the individual in question and, in the case of grants to non-executive directors, the amount of time directed to the Corporation's affairs.

The Corporation believes that participation by the NEOs in the Stock Option Plan aligns the interests of the NEOs with those of the Corporation’s shareholders, as the NEOs are rewarded for the Corporation's performance.

General Discussion

Where NEOs receive other perquisites, they reflect competitive practices, business needs and objectives. The Corporation recognizes the need to provide compensation packages that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility. The objectives of base salary are to recognize market pay and acknowledge the competencies and skills of individuals. The objectives of the annual incentive plan in the form of cash payments are designed to add a variable component of compensation, based on corporate and individual performances for executive officers and employees. Incentive plan payments were granted in 2020. The total cash compensation amounts included herein includes all salary paid in 2020.

The CEO and the Board review the terms of the compensation arrangements for each NEO (other than the CEO). The Board, in the absence of the CEO, reviews the terms of the CEO’s compensation arrangements.

The Corporation has no other forms of compensation, although payments may be made from time to time to arm's length individuals or companies that provide consulting services. No non-arm's length consulting contract was established for any person or company in the most recently completed year. In the case that a non-arm's length consulting contract is established in the future, the CEO is responsible to ensure the payments to such consultants are at competitive industry rates for work of a similar nature by reputable arm’s length service providers.

The Board approves all changes to the compensation arrangements of the NEOs. It is the practice of the Board to establish compensation for board members in advance of annual meetings. This is to ensure that each new member of the Board as they assume office after each Annual General Meeting will not be charged with setting their level of compensation. NEO’s are not paid any additional compensation if they are also elected to serve as members of the Board. The Corporation has not retained any third-party advisors to conduct compensation reviews of its competitors’ pay levels and practices and has not used a benchmark tool to assess its executive compensation levels.

Option-Based Awards

Stock options are granted to provide an incentive to the directors, officers, employees and consultants of the Corporation to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. Previous grants of incentive stock options are taken into account when considering new grants.

The objectives of the Stock Option Plan are to reward achievement of long-term financial and operating performance and focus on key activities and achievements critical to the ongoing success of the Corporation. Implementation of a new incentive Stock Option Plan and amendments to the existing stock option plan is the responsibility of the Board of Directors. The CEO, EC and CFO declined stock options in the most recently completed year, however, management may be entitled to receive option-based awards, if considered, approved and granted by the Board, in future years.

Summary Compensation Table

The following table sets forth the total compensation paid to or earned by the NEOs for the Corporation’s fiscal year ended December 31, 2020.

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Year Share- Option-
Name and Ended Based Based Non-Equity Incentive Pension All Other (1) Total
Principal Dec Salary Awards Awards Plan Compensation Value Compensation Compensation
Position 31 ($) ($) ($) ($) ($) ($) ($)
Long-
Annual Term
Incentive Incentive
Plans Plans
Allison Radford, 2020 190,000 N/A nil 70,490 N/A N/A 1,491 261,981
Chief Executive
Officer (2) 2019 180,000 N/A nil nil N/A N/A 1,406 181,406
2018 160,000 N/A nil nil N/A N/A 1,369 161,369
Sarah Stelmack, 2020 143,000 N/A nil 37,895 N/A N/A 1,491 182,386
Chief Financial 2019 135,000 N/A nil nil N/A N/A 110 135,110
Officer
2018 125,000 N/A nil nil N/A N/A 59 125,059
Peter J. Byrne, 2020 125,000 N/A nil 32,188 N/A N/A 1,378 158,566
Executive
Chairman (3) 2019 141,667 N/A nil nil N/A N/A 1,377 143,044
2018 175,000 N/A nil nil N/A N/A 1,369 176,369
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Notes:

(1) All Other Compensation, being the value of perquisites received by NEOs, including personal benefits provided to the NEOs that are not available to other employees, was not greater than $50,000 or 10% of his or her salary for the financial year. The value of perquisites is based on the actual cost to the Corporation for items such as employee health and dental benefit plan payments.

(2) Allison Radford was appointed as CEO on April 25, 2019. Prior to that date, Mrs. Radford served as COO.

(3) Peter J. Byrne was appointed as Executive Chairman on April 25, 2019. Prior to that date, Mr. Byrne served as CEO.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

There were no options granted to the NEOs to purchase or acquire securities of the Corporation during 2020. There are no outstanding options at the end of the financial year ended December 31, 2020, for NEOs.

Incentive Plan Awards – Value Vested or Earned during the Year

No option-based awards, share-based awards were paid to NEOs, nor was any value vested or earned by NEOs during the financial year ended December 31, 2020. Non-equity incentive compensation was paid in 2020.

Pension and Retirement Plans and Payments Made Upon Termination of Employment

The Corporation does not have in place any pension or retirement plans. The Corporation has not provided

compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a NEO of the Corporation, in connection with or related to the retirement, termination or resignation of such person and the Corporation has provided no compensation to such persons as a result of a change of control of the Corporation, its subsidiaries or affiliates.

Termination and Change of Control Benefits

The CEO, CFO and EC have entered into employment agreements as of April 25, 2019, with revolving terms. The respective employment agreements provide that, if employment is terminated without cause or as a result of a change in control of the Corporation (as defined in the employment agreements), the executive will be entitled to a termination payment equal to 200% (in the case of the CEO and EC) and 150% (in the case of the CFO) of the sum of their respective current base salary plus the amount of the most recently received bonus.

Director Compensation

Director Compensation Table

The following table sets forth the value of all compensation provided to directors, not including those directors who are also NEOs, for the Corporation’s most recently completed financial year for involvement on the Board of Directors and Audit Committee.

Name	Fees Earned ($) Share- Based Awards ($)	Fees Earned ($) Share- Based Awards ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
Frank Coleman	21,000	N/A	nil	5,000	N/A	N/A	26,000
Robert
Normandeau	21,000	N/A	nil	5,000	N/A	N/A	26,000

Outstanding Share-Based Awards and Option-Based Awards

There remain no options previously granted to the directors of the Corporation to purchase or acquire securities of the Corporation outstanding at the end of the most recently completed financial year, December 31, 2020.

Incentive Plan Awards – Value Vested or Earned during the Year

There were no options or share-based awards for which the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to directors of the Corporation, not including those directors who are also NEOs, during the most recently completed financial year, December 31, 2020.

Employment Contracts

As of the fiscal year ended December 31, 2020, the Corporation had signed employment contracts with Peter J. Byrne, Allison Radford and Sarah Stelmack with revolving terms.

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to executive officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full-time employees) during the last completed fiscal year other than benefits and perquisites which did not amount to $50,000 and ten (10%) percent of the total of the annual salary and bonus of the executive officers or directors or greater per individual.

Indebtedness of Directors and Executive Officers

No director, officer or Associate or Affiliate of any director or officer has been indebted at any time to the Corporation in the most recently completed fiscal year.

Interests of Informed Persons in Material Transactions

The directors, officers and principal shareholders of the Corporation have no direct or indirect interest in any material transaction involving the Corporation other than:

Andersons Liquor Inc. (“Andersons”), a subsidiary 100% owned by the Corporation has entered into three commercial leasing agreements with a company of which Byrne Alberta Ltd is a significant shareholder. The properties leased through these agreements are located at 3 Superior Street, Devon, 4413-50 Street, Sylvan Lake, and 4808-50 Street, Athabasca for a total of $7,425 per month. Additionally, Andersons has entered into a commercial sub-leasing agreement with Byrne Alberta Ltd. for a property located at 4515 - 47 Avenue, Rocky Mountain House for $1,600 per month. These rental amounts are subject to change based on rental escalations in the leases/sub-lease and do not include common area or occupancy costs, which are also paid by Andersons. Byrne Alberta Ltd. does not collect any other fees or additional charges.

Copies of the agreement and undertakings will be available for inspection at the registered office of the Corporation.

Auditors

The Corporation’s auditors are Grant Thornton LLP, Chartered Professional Accountants, 1701 Scotia Place 2, 10060 Jasper Avenue NW Edmonton AB, Canada, T5J 3R8. Grant Thornton was first appointed as auditors of the Corporation in 2018.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets forth securities of the Corporation that are authorized for issuance under equity compensation plans as at the end of the Corporation’s most recently completed fiscal year.

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Plan Category Number of Weighted-average Number of securities remaining
Securities to be exercise price of available for issuance under equity
issued upon outstanding options, compensation plans (including
exercise of warrants and rights at outstanding securities reflected in
outstanding December 31, 2020 the first Column) (1)
options,
warrants and
rights
Equity compensation
plans approved by 0 N/A 2,500,000
Shareholders
-------------- -------------
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Note:

(1) The aggregate number of Common Shares that may be reserved for issuance under the Stock Option Plan shall not exceed 10% of the Corporation’s issued and outstanding Common Shares. At December 31, 2020, the Corporation had 47,489,937 Common Shares issued and outstanding. While 10% of the outstanding Common Shares at December 31, 2020, was 4,748,994, there is a further limitation in the proposed Stock Option Plan. Whereby, the maximum permitted options available for Directors is 1,250,000 and the maximum permitted options for officers, employees, and consultants are 1,250,000 for an aggregate maximum of 2,500,000 options, each whole option entitling the holder thereof to acquire one Common Share in accordance with the terms of such option.

Audit Committee

Charter and Composition of the Audit Committee

The Charter of the Audit Committee is annexed to this Information Circular as Appendix “A”. The members of the Audit Committee are Frank Coleman, Robert Normandeau, and Allison Radford. If the vote for the new directors is passed by the Shareholders, then the Audit Committee will remain as Frank Coleman, Robert Normandeau, and Allison Radford. Mr. Coleman and Mr. Normandeau are both independent members of the Audit Committee and form the majority. All members of the Audit Committee by their experience and training as directors of public companies are financially literate to act as a member of the Audit Committee as defined in National Instrument 52-110 A udit Committees . (“NI 52-110”).

The education and related experience of each of the members of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee is set out under the heading “Corporate Governance”.

Audit Committee Oversight

At no time since the commencement of the Corporation’s fiscal year ended December 31, 2008, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors of the Corporation.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s fiscal year ended December 31, 2008, has the Corporation relied on an exception provided under section 2.4 of NI 52-110 ( De minimis Non-Audit Services) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions). The Corporation is exempted from certain applications of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110 under the exemption in section 6.1 of NI 52110.

Pre-Approval Policies and Approval

The Audit Committee of the Corporation has adopted specific policies and procedures for the engagement of non-audit services, as described in the Charter of the Audit Committee annexed in this Information Circular as Schedule “A”.

External Auditor Services Fees

The aggregate fees billed during the below periods by the Corporation’s external auditors in the last three (3) fiscal years are as follows.

Fiscal Year Ending	Audit Fees ($)	Audit Related Fees ($)	Tax Fees ($)	All Other Fees ($)
December 31,2020	69,400	Nil	5,000	1,629
December 31,2019	63,000	Nil	5,000	2,604
December 31,2018	62,000	Nil	5,000	1,849

Corporate Governance

Below are the profiles of the director nominees.

Peter J. Byrne

Mr. Byrne is the EC and a Director of Rocky Mountain Liquor Inc. and Andersons, a company for which he was a co-founder. He previously held the role of CEO for both companies until 2019. Mr. Byrne has previously been CEO and Chairman of the Board of Channel Drugs Limited, a private company that owned and operated the PharmaCare franchise until its sale in 2004.

Frank Coleman

Mr. Coleman is the President and CEO of the Coleman Group of Companies (“Colemans”), a retail food, home furnishings and clothing company based in Newfoundland and Labrador. Before joining Colemans in 1986, he was President of Atlantic Consulting Economists, a private consultancy firm based in St. John's, NL. Mr. Coleman also served as Chief Economist with Newfoundland and Labrador Hydro from 1976- 1983. Mr. Coleman holds a Bachelor of Arts degree from St. Francis Xavier University and a Master’s Degree in economics from Dalhousie University and is a director of the North West Company.

Robert Normandeau

Mr. Normandeau is President and Managing Partner of SeaFort Capital, a private equity firm based in Halifax, Nova Scotia. Prior to co-founding SeaFort Capital in May 2012, Mr. Normandeau was the President and CEO of Clarke Inc. Mr. Normandeau previously practiced law in the Toronto office of a major New York-based law firm, where he specialized in corporate finance and mergers and acquisitions. Mr. Normandeau holds a Bachelor of Arts degree (Scholar's Electives) from the University of Western Ontario, a Master of Business Administration degree from the University of Toronto, and a Bachelor of Laws degree from the University of Toronto. Mr. Normandeau is admitted to the practice of law in Ontario, Nova Scotia and New York.

Allison Radford

Mrs. Radford is the CEO of Rocky Mountain Liquor Inc. and Andersons. She was Chief Operating Officer from February 2009 to April 2019, and Vice President of Operations at Andersons from April 2007 to February 2009. Before joining Andersons, she worked at Deloitte & Touche LLP, receiving her Chartered Accountant designation in 2005. Mrs. Radford is the Treasurer and Member of the Audit Committee of the Alberta Liquor Store Association and Director and Chair of the Governance and HR Committee on the board of the Edmonton

Humane Society. Mrs. Radford holds a Bachelor of Commerce degree from Memorial University and the ICD.D designation from the Institute of Corporate Directors.

Jonathan Armoyan

Mr. Armoyan is a realtor with Royal LePage Atlantic. He holds a Bachelor of Finance degree from Saint Mary's University. Mr. Armoyan worked as a Financial Analyst for the National Bank and Clark Inc, before becoming Project Coordinator with Armco, a property management firm.

National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58- 101”) which came into force on June 30, 2005, set out a series of guidelines for effective corporate governance. The following describes the Corporation’s approach to corporate governance respecting Form 58-101 F2 of NI 58-101 for the venture issuers such as the Corporation.

Board Mandate:

The Board is responsible for the overall stewardship of the Corporation. It may delegate certain duties and responsibilities to committees and management and reserve certain powers to itself. Nevertheless, it has plenary power over the affairs of the Corporation.

Composition of the Board of Directors:

The current Board is comprised of four directors. Two of the four directors, Mr. Peter J. Byrne and Mrs. Allison Radford are not independent within the meaning of NI 58-101 because of their Officer duties for the Corporation (Mr. Byrne is the EC and Mrs. Radford is the CEO). Mr. Frank Coleman and Mr. Robert Normandeau, are both independent within the meaning of NI 58-101. It is proposed at the Meeting that the Board be comprised of five directors and if approved by Shareholders, Messrs. Coleman, Normandeau and Armoyan will be considered independent within the meaning of NI 58-101.

Diversity:

The Company believes that employing and engaging a diverse workforce improves the organization's success with a wide array of experiences, skills, talents and knowledge. The Company recognizes the benefits of creating and maintaining a diverse and inclusive culture within our workforce. While opportunities are primarily based on experience, performance, skill and merit, consideration is given to diversity and designated groups in all aspects of employment. For clarity, “designated groups” are women, Aboriginal Peoples, persons with disabilities and members of visible minorities.

Currently, our Board includes one woman, which represents 25% of the current Board members. There are two Executive Officers of the Company that are women, representing 67% of Executive Officers.

At the administrative head office, 86% of staff are members of designated groups. 71% are women; 7% are Aboriginal Peoples; 14% are members of visible minorities; 14% are persons with disabilities.

At our retail stores, approximately 76% are members of designated groups. Approximately; 73% are women; 17% are Aboriginal Peoples; 5% are members of visible minorities; 12% are persons with disabilities.

The Company is drafting a written policy for the identification and nomination of members of a designated group for Executive Officers and Board appointments. The Board will review the representation of designated groups in 2022 to determine if the current composition accomplishes ideal diversity or if additional targets are necessary. Annually, the Board will review its composition and consider, among other matters, the diversity

of the Board. Management and the Board will take a similar approach for the recruitment of Executive Officers. The Company has not adopted a term limit policy for Directors, as we see term limits as having a negative impact on the continuity and experience of the Board. Currently, the Company continues to favour recruitment and promotion based on abilities and contributions.

Directorships:

The following current directors of the Corporation are or have been named officers, directors and/or trustees of other issuers:

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Name of
Name Name of Reporting Issuer Exchange of Position
Market
Frank Coleman The North West Company Inc. TSX Director
Emera Newfoundland & Labrador
Holding Inc. (wholly owned TSX Past Director
subsidiary of Emera Incorporated)
FP Resources Limited TSX Past Director
Newfoundland Light and Power Co. Montreal
Ltd Exchange Past Director
Robert Normandeau Clarke Inc. TSX Past Director
Shermag Inc. TSX Past Director
Versacold Income Fund TSX Past Trustee
Art In Motion Income Fund TSX Past Trustee
Cinram International Income Fund TSX Past Trustee
General Donlee Income Fund TSX Past Trustee
TerraVest Income Fund TSX Past Trustee
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Delisted following privatization

Orientation and Continuing Education:

In 2015 Mrs. Radford completed the ICD-Rotman Directors Education Program, earning her ICD.D.

The Board does not provide mandatory continuing education for the directors. The Board is comprised of persons skilled in retailing, financing and governance, and is, therefore, able to perform efficiently.

Ethical Business Conduct:

The Corporation does not have a written code of ethics for the directors and officers. Directors with an interest in a material transaction are required to declare their interest and abstain from voting on such transaction. All board members have the relevant experience which fosters a culture of ethical business conduct and some were also directors of other issuers.

Nomination of Directors:

The Corporation does not have a Nominating Committee. The current size of the Board allows the entire Board to take responsibility for finding and nominating new directors.

Compensation Committee:

The Board does not have a Compensation Committee. The current size of the Board allows the entire Board to take the responsibility for considering compensation for the Corporation’s executive officers and directors. In the past, independent directors have been compensated for Board service principally through the issuance of options to purchase shares.

Assessments:

Management and the directors regularly talk with shareholders and receive their comments concerning the efficiency of the Board and management. The independent directors hold separate scheduled meetings. The Board also conducts regular assessments of its effectiveness and the effectiveness of each of its members.

Additional Information

Financial information on the Corporation is included in its comparative annual financial statements and the accompanying notes for the 12 month period ending December 31, 2020. These documents and other financial information about the Corporation may be obtained on SEDAR’s website at www.sedar.com. Shareholders may also request copies of the Corporation’s financial statements and MD&A to the Chief Financial Officer of the Corporation, at 11478-149 Street, Edmonton, Alberta, T5M 1W7.

Approval of Management Proxy Circular

The Board has approved the contents of this Information Circular and that it shall be forwarded to the Shareholders.

“Allison Radford” (signed) Allison Radford, CEO

Edmonton, October 25, 2021

APPENDIX “A”

ROCKY MOUNTAIN LIQUOR INC AUDIT COMMITTEE CHARTER

1. Purpose

The Audit Committee (the "Committee") is appointed by the board of directors (the "Board") of Rocky Mountain Liquor Inc (the "Corporation") to assist in the oversight and evaluation of:

the quality and integrity of the financial statements of the Corporation;
the internal control and financial reporting systems of the Corporation;
the compliance by the Corporation with legal and regulatory requirements in respect of financial disclosure;
the qualification, independence and performance of the Corporation's independent auditors;
the performance of the Corporation's Chief Financial Officer; and
any additional duties set out in this charter or otherwise delegated to the Committee by the Board.

In addition, the Committee provides an avenue for communication between the independent auditor, financial management, other employees and the Board concerning accounting and auditing matters.

The Committee is directly responsible for the appointment, compensation, retention (and termination) and oversight of the work of the independent auditor (including oversight of the resolution of any disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing audit reports or performing other audit, review or attest services for the Corporation.

The Committee is not responsible for:

planning or conducting audits,
certifying or determining the completeness or accuracy of the Corporation's financial statements or that those financial statements are in accordance with generally accepted accounting principles, or
guaranteeing the report of the Corporation's independent auditor.

The fundamental responsibility for the Corporation's financial statements and disclosure rests with management. It is not the duty of the Committee to conduct investigations, to itself resolve disagreements (if any) between management and the independent auditor or to ensure compliance with applicable legal and regulatory requirements.

2. Reports

The Committee shall report to the Board on a regular basis and, in any event, before the public disclosure by the Corporation of its quarterly and annual financial results. The reports of the Committee shall include any issues of which the Committee is aware with respect to:

the quality or integrity of the Corporation's financial statements;
compliance by the Corporation with legal or regulatory requirements in respect of financial matters and disclosure;
the performance and independence of the Corporation's independent auditor;
the effectiveness of systems of control (including risk management) established by management to safeguard the assets (real and intangible) of the Corporation; and
the proper maintenance of accounting and other records.

The Committee shall also prepare, as required by applicable law, any audit committee report required for inclusion in the Corporation's publicly filed documents.

3. Composition

The members of the Committee shall be three or more individuals who are appointed by the Board (and may be replaced) by the Board. As per Policy 3.1 of National Instrument 52-110 and the TSX Venture Exchange, the majority of the Committee members shall be "independent directors" (in accordance with the definition of "independent director" from time to time under the requirements or guidelines for audit committee service under applicable securities laws and the rules of any stock exchange on which the Corporation’s shares are listed for trading);

Each of the independent directors of the Committee shall meet the standards for independence required by applicable regulatory, stock exchange and securities law requirements and, without limitation, and all of the committee members shall be financially literate (or acquire that familiarity within a reasonable period after appointment). This shall, at a minimum, include the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity that can reasonably be expected to be raised by the Corporation's financial statements. No member of the Committee shall accept (directly or indirectly) any consulting, advisory or other compensatory fee from the Corporation (other than remuneration for acting in his or her capacity as a director or employee). Without the approval of the board, no member of the Committee shall concurrently serve on the audit committee of more than two other public companies or on the audit committee of a competitor or client.

4. Responsibilities

A. Independent Auditors

The Committee shall:

Recommend to the Board the independent auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attestation services for the Corporation.
Establish the compensation of the independent auditor.
Obtain confirmation from the independent auditor that it ultimately is accountable, and will report directly, to the Committee and the Board.
Oversee the independent auditor and, in the context thereof, require the independent auditor to report to the Committee (among other things) any disagreement between management and the independent auditor regarding financial reporting and the resolution of each such disagreement.
Adopt policies and procedures for the pre-approval of the retention of the Corporation's independent auditor for all audit and permitted non-audit services (subject to any restrictions on such services imposed by applicable legislation), including procedures for the delegation of authority to provide such approval to one or more members of the Committee.
At least annually, review the qualifications, performance and independence of the independent auditor. In doing so, the Committee should, among other things, undertake the measures set forth in Schedule" A".

B. The Audit Process, Financial Statements and Related Disclosure

The Committee shall, as it determines to be appropriate:

Review with management and the independent auditor:
the planning and staffing of the audit by the independent auditor;
before public disclosure, the Corporation's annual audited financial statements and quarterly unaudited financial statements, the Corporation's accompanying disclosure of Management's Discussion and Analysis (“MD&A") and earnings press releases and make recommendations to the Board as to the approval and dissemination of those statements and disclosure;
the adequacy of the procedures for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, other than the public disclosure referred to in the immediately preceding paragraph;
financial information and any earnings guidance provided to analysts and rating agencies, recognizing that this review and discussion may be done generally (consisting

of a discussion of the types of information to be disclosed and the types of presentations to be made) and need not take place in advance of the disclosure of each release or provision of guidance;

any significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements, including any significant changes in the selection or application of accounting principles, any major issues regarding auditing principles and practices, and the adequacy of internal controls that could significantly affect the Corporation's financial statements;
all critical accounting policies and practices used;
all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor;
- the use of "pro forma" or "adjusted" non-GAAP information;
the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures, transactions, arrangements and obligations (contingent or otherwise), on the Corporation's financial statements;
any disclosures concerning any weaknesses or any deficiencies in the design or operation of internal controls or disclosure controls made to the Committee by the Chief Executive Officer and the Chief Financial Officer during their certification process in documents filed with applicable securities regulators;
the adequacy of the Corporation's internal accounting controls and management information systems and its financial, auditing and accounting organizations and personnel and any special steps adopted in light of any material control deficiencies; and
the establishment, and periodic review, of procedures for the review of financial information extracted or derived from the Corporation's consolidated financial statements.
Review with management the Corporation's guidelines and policies with respect to risk assessment and the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures.
Review with the independent auditor:
the quality as well as the acceptability of the accounting principles that have been applied;
any problems or difficulties the independent auditor may have encountered during the provision of its audit -related services, including any restrictions on the scope of activities or access to requested information and any significant disagreements with management, any management letter provided by the independent auditor or other

material communication (including any schedules of unadjusted differences) to management and the Corporation's response to that letter or communication; and
� any changes to the Corporation's significant auditing and accounting principles and practices suggested by the independent auditor and members of management.
Review with management all related party transactions and the development of policies and procedures related to those transactions.
Oversee appropriate disclosure of the Committee's charter, and other information required to be disclosed by applicable legislation in the Corporation's public disclosure documents, including any management information circular distributed in connection with the solicitation of proxies from the Corporation's security holders.

C. Compliance

The Committee shall, as it determines appropriate:

Review with the Corporation's Chief Financial Officer, other members of management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports, which raise material issues regarding the Corporation's financial statements or accounting policies.
Review with the Corporation's Chief Financial Officer legal matters that may have a material impact on the financial statements or accounting policies.
Establish procedures for:
the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; and
the confidential, anonymous submission by employees of the Corporation with concerns regarding any accounting or auditing matters.
Periodically review with management the need for an internal audit function.

D. Insurance

Review periodically insurance programs relating to the Corporation and its investments.

E. Delegation

To avoid any confusion, the Committee responsibilities identified above are the sole responsibility of the Committee and may not be delegated to a different committee.

5. Meetings

The Committee shall meet at least quarterly and more frequently as circumstances require. All members of the Committee should strive to be at all meetings. The Committee shall meet separately, periodically, with management and the independent auditors and may request any

officer or employee of the Corporation or the Corporation's outside counselor independent auditor to attend meetings of the Committee or with any members of, or advisors to, the Committee. The Committee also may meet with the investment bankers, financial analysts and rating agencies that provide services to, or follow, the Corporation. The Committee may form and delegate authority to individual members and subcommittees where the Committee determines it is appropriate to do so.

6. Independent Advice

In discharging its mandate, the Committee shall have the authority to retain, at the expense of the Corporation, special advisors as the Committee determines to be necessary to permit it to carry out its duties.

7. Annual Evaluation

At least annually, the Committee shall, in a manner it determines to be appropriate:

Perform a review and evaluation of the performance of the Committee and its members, including the compliance of the Committee with this charter.
Review and assess the adequacy of its charter (including with respect to the procedures regarding the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements) and recommend to the Board any improvements to this charter that the Committee determines to be appropriate.

SCHEDULE "A"

Qualifications, Performance and Independence of Independent Auditor

Review the experience and qualifications of the senior members of the independent auditor's team.
Confirm with the independent auditor that it is in compliance with applicable legal, regulatory and professional standards relating to auditor independence.
Review and approve clear policies for the hiring by the Corporation of employees or partners or former employees or former partners of the current and former independent auditor.
Review annual reports from the independent auditor regarding its independence and consider whether there are any non-audit services or relationships that may affect the objectivity and independence of the independent auditor and, if so, recommend that the Board take appropriate action to satisfy itself of the independence of the independent auditor.
Obtain and review such report(s) from the independent auditor as may be required by applicable legal and regulatory requirements.

APPENDIX “B”

ROCKY MOUNTAIN LIQUOR INC. STOCK OPTION PLAN

Adopted on February 26, 2008 and amended and restated on August 23, 2010

1. Purpose of Plan

The purpose of this stock option plan (the " Plan ") is to provide directors, officers, employees and technical consultants of Rocky Mountain Liquor Inc (the "Corporation") the opportunity, through stock purchase options, to acquire an increased proprietary interest in the Corporation as an incentive for such persons to contribute to the future growth and development of the Corporation.

2. Definitions

In this Plan, capitalized terms not otherwise defined in this Plan have the meanings set forth below. Notwithstanding the foregoing, where defined terms used herein are also defined in the Exchange Policies and there are discrepancies between said defined terms, the defined term used in the Exchange Policies shall prevail over the defined term used in this Plan during such period of time as the Corporation's Shares are listed on the Exchange.

(a) " Administrators " means the Board of Directors or such committee of the Board of Directors to whom the Board of Directors delegates its powers hereunder.
(b) " Board of Directors " means the board of directors of the Corporation.
(c) " Black Out Period " means a period imposed by the Corporation during which directors, officers and designated employees or Consultants of the Corporation or any subsidiary thereof cannot trade Shares pursuant to any policy adopted by the Corporation respecting restrictions on trading in effect at that time (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an Insider of the Corporation, that Insider, is subject).
(d) " Business Day " means each day other than a Saturday, Sunday or statutory holiday in Toronto, Ontario, Canada;
(e) “Change of Control” means any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Company’s property and assets; or if the Company (through its directors) approves of any plan or proposal for the liquidation or dissolution of the Company or the merger or amalgamation of a Company with another person or persons;
(f) " Company ", unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity, other than an individual.

(g) " Completion of the Qualifying Transaction " means the date the Final Exchange Bulletin is issued by the Exchange.
(h) " Consultant " means a technical consultant whose particular industry expertise IS required to evaluate a proposed transaction for the Corporation.
(i) " Disability " means an illness, disease, injury, mental or physical disability or similar mental or physical state of the Participant that causes the Participant to be unable to fulfil his or her obligations to the Corporation or a subsidiary thereof, as applicable, for a period of 90 consecutive days or for an aggregate of 180 days in any 365 day period.
(j) " Discounted Market Price " shall mean the closing trading price per Share on the Exchange on the last trading day preceding (i) the issuance of a news release in respect of the Option grant, or (ii) the date of grant, as applicable, on which there was a closing price (less the applicable discount), or, if the Shares are not listed on any stock exchange, a price determined by the Administrators.
(k) " Eligible Person " means a director, officer, Employee or Consultant of the Corporation and, at that person's discretion and subject to any required regulatory approvals and conditions, an Eligible Person may include a Company that is wholly- owned by the person, a registered retirement savings plan established by or for the person, or a registered retirement income fund established by or for the person.
(l) " Employee " means:
(i) an individual who is considered an employee of the Corporation under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);
(ii) an individual who works full-time for the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or
(iii) an individual who works for the Corporation on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.
(m) " Escalating Exercise Price Mechanism " has the meaning ascribed thereto in Section 7 of the Plan.
(n) " Event of No Fault Termination " means the termination of employment of the Participant with the Corporation or a subsidiary thereof (i) without cause (including

retirement, Disability or removal, discharge or other termination other than as a result of an Event of Termination), or (ii) upon the death of the Participant.

(o) " Event of Termination " means the termination of employment of the Participant with the Corporation or a subsidiary thereof, with cause.
(p) " Exchange " means the TSX Venture Exchange or, if the Shares are not then listed and posted for trading on the TSX Venture Exchange, any stock exchange in Canada on which such shares are listed and posted for trading.
(q) " Exchange Policies " means the policies of the TSX Venture Exchange set forth in the TSX Venture Exchange Corporate Finance Manual or the policies of another Exchange, as the case may be.
(r) " Final Exchange Bulletin " has the meaning ascribed thereto in the Exchange Policies.
(s) " Insider " has the meaning ascribed thereto in the Exchange Policies.
(t) " Investor Relations Activities " has the meaning ascribed thereto m the Exchange Policies.
(u) " IPO " means the Corporation's initial public offering.
(v) " Outstanding Shares " at the time of any share issuance or grant of Options means the aggregate number of Shares that are outstanding immediately prior to the share issuance or grant of Options in question on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including, if listed thereon, the Exchange.
(w) " Participant " means an Eligible Person who receives a grant of Options pursuant to Section 4.
(x) " Qualifying Transaction " has the meaning ascribed thereto in the Exchange Policies.
(y) " Subsidiary " has the meaning ascribed thereto in the Securities Act (Ontario) as from time to time amended, supplemented or re-enacted.

3. Administration

The Plan shall be administered by the Administrators, who will have the sole and complete authority to interpret the Plan and to adopt, amend and rescind any administrative guidelines, to make all other determinations and to take all such actions necessary or advisable for the implementation and administration of the Plan, subject to shareholder approval if required by the Exchange. All decisions and determinations of the Administrators respecting the Plan shall be binding and conclusive on the Plan and Participants (and their legal personal representatives).

4. Grant of Options

The Administrators may from time to time designate Participants to whom options ("Options") to purchase common shares of the Corporation ("Shares") may be granted and the number of Shares to be optioned to each, subject to the following requirements (and subject to such additional restrictions and limitations as the Exchange Policies may impose or the Administrators may determine from time to time):

(a) the aggregate number of Shares reserved for issuance to Directors is 1,250,000 Shares;
(b) the aggregate number of Shares reserved for issuance to Officers, Employees and Consultants is 1,250,000 Shares;
(c) the aggregate number of Shares reserved for issuance on exercise of all Options issued under the Plan at any given time shall not exceed 10% of the number of Outstanding Shares;
(d) the Shares reserved for issuance to any one Participant (other than a Consultant) in a 12month period shall not exceed 2% of the number of Outstanding Shares;
(e) the Shares reserved for issuance to any one Consultant in a 12-month period shall not exceed 2% of the number of Outstanding Shares;
(f) no Options may be granted to any person providing Investor Relation Activities, promotional or other market-making services;
(g) the Shares that are reserved for issuance on exercise of Options granted pursuant to this Plan that are cancelled, terminated or expire in accordance with the terms of the Plan prior to the exercise of all or a portion thereof shall be available for a subsequent grant of Options pursuant to this Plan;
(h) all Option grants pursuant to this Plan shall be subject to the Exchange Policies; and
(i) no fractional Shares may be purchased or issued under the Plan.

5. Option Agreements

A written agreement will be entered into between the Corporation and each Participant to whom an Option is granted hereunder, which agreement will set out the number of Shares subject to Option, the Exercise Price, provisions as to vesting and expiry and any other terms approved by the Administrators, all in accordance with the provisions of this Plan. The agreement will be in such form as the Administrators may from time to time approve or authorize the officers of the Corporation to enter into and may contain such terms as may be considered necessary in order that the Option will comply with this Plan, any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen, and the rules of any regulatory body having jurisdiction over the Corporation.

6. Option Term

(a) The period during which an Option is exercisable shall, subject to the provisions of the Plan requiring acceleration of rights of exercise, be such period as may be determined by the Administrators at the time of grant, provided that no Option may be exercised beyond three years from the date of grant.
(b) Notwithstanding Section 6 (a), the Options which were issued in April 2008 to each of Frank J. Coleman in the amount of 357,137 Shares, Robert Normandeau in the amount of 357,137 Shares, Brian Luborsky in the amount of 357,137 Shares, and Kenneth Chalmers in the amount of 178,589 Shares are exercisable, subject to provisions of the Plan requiring acceleration of rights of exercise and as determined by the Administrators at the time of the grant, provided that no Option may be exercised beyond five years from the date of grant.
(c) Should the expiration date for an Option granted to any Participant fall within a Black Out Period or within nine Business Days following the expiration of a Black Out Period, the expiration date for such Option shall be automatically extended without any further act or th
formality to that date which is the 10 Business Day after the end of the Black Out Period,

th such 10 Business Day to be considered the expiration date for such Option for all purposes under the Plan. Notwithstanding anything else herein contained, the 10[th] Business Day period referred to in this Section 6 may not be extended by the Administrators.

7. Exercise Price

Subject to the Exchange Policies, the exercise price (the "Exercise Price") of any Option shall be fixed by the Administrators when such Option is granted, provided that such price shall not be less than an Exercise Price established in accordance with the TSX Venture Exchange Policy 4.4. The Corporation must obtain disinterested shareholder approval for any reduction in the Exercise Price of an Option that is held by an Insider of the Corporation.

In order to encourage the early exercise of options granted under the Plan, the Administrators may implement an approach whereby they establish multiple conversion prices (an “ Escalating Exercise Price Mechanism ”) for a single grant of options, provided however, that each such grant is in accordance with the terms of this Plan with each conversion price set on the date of grant at a level that (i) equals or exceeds the Discounted Market Price, and (ii) is approved by the Exchange in advance as required by Exchange Policies. By way of example and for greater clarity, the Administrators may grant options that have an exercise price set at the Discounted Market Price during the first 365 days following the grant, an exercise price set at the Discounted Market Price plus 7.5% during the next 365 days (days 366- 730 from the date of grant) and an exercise price set at the Discounted Market Price plus 15% during the final 365 days (days 731- 1,095 from the date of grant).

In the event that an Escalating Exercise Price Mechanism has been established for any options and a Change of Control shall occur, then all options that vest on an accelerated basis in accordance with the terms of Section 8 of the Plan shall be exercisable at the price in effect under the terms of the Escalating Exercise Price Mechanism, measured as at the date that the Change of Control is publicly announced.

8. Vesting

The Administrators may, in their sole discretion, determine the time during which Options shall vest and the method of vesting, acceleration of vesting (including, without limitation, in the case of a takeover bid), or that no vesting restriction shall exist. Notwithstanding the foregoing, all Options granted to Participants prior to Completion of the Qualifying Transaction shall automatically vest on Completion of the Qualifying Transaction.

In the event that Change of Control shall occur, all unvested issued and outstanding options shall vest immediately.

9. Exercise of Option

Subject to the Plan, a Participant (or his or her legal personal representative) may exercise from time to time by delivery to the Corporation, at its head office or as otherwise set out in the option agreement, of a written notice of exercise specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full of the purchase price of the Shares then being purchased. Upon exercise of the Option, the Corporation will cause to be delivered to the Participant a certificate or certificates, representing such Shares in the name of the Participant or the Participant's legal personal representative.

10. Transferability

All benefits, rights and options accruing to a Participant hereunder shall be non-assignable and non-transferable unless specifically provided herein and may not be made subject to execution, attachment or similar process otherwise than by will or the laws of descent and distribution.

11. Alteration in Shares

Appropriate adjustments, as regards Options granted or to be granted, in the number of Shares that are available for purchase and/or in the purchase price for such Shares under the Plan and to the maximum number of Shares available for issuance under the Plan shall be made by the Administrators, acting reasonably, to give effect to the number of Shares of the Corporation resulting from subdivisions, consolidations or reclassifications of the Shares, the payment of stock dividends by the Corporation (other than cash dividends) or other changes in the capital stock of the Corporation that the Administrators may, in their discretion, consider relevant for purposes of ensuring that the rights of the Participants are not prejudiced thereby (including amalgamations, mergers, reorganizations, liquidations and similar material transactions). Upon any such adjustments being made, the Participant shall be bound by such adjustments and shall accept the terms of such Options in lieu of the Options previously outstanding.

12. Ceasing to be an Eligible Person

(a) Each Option shall provide that:

(i) upon the occurrence of an Event of Termination, the right of the relevant Participant to exercise Options that have become exercisable (i.e. vested) shall cease immediately without taking into account any notice or severance period to which the Participant may be entitled whether by contract or at law;

(ii) upon the occurrence of an Event of No Fault Termination, the Options granted to the relevant Participant that have become exercisable (i.e. vested) shall terminate on the date prescribed by the Administrators, which date shall be the earlier of (i) the expiry time on the expiry date of such Option; and (ii) the expiry time on the date that is: (A) 90 days following the date of the Event of No Fault Termination (which date shall be calculated without reference to any notice or severance period to which the Participant may be entitled whether by contract or at law); (B) one calendar year from the date of the Event of No Fault Termination if the Event of No Fault Termination is the death of the Participant; and
(iii) upon the occurrence of an Event of Termination or Event of No Fault Termination, all Options granted to the relevant Participant that are not then exercisable (i.e. not vested) shall terminate immediately.
(b) Notwithstanding any other provision of this Plan, Options granted prior to Completion of the Qualifying Transaction to any Participant that does not continue as a director, officer, Consultant or Employee of the Resulting Issuer (as defined in the Exchange Policies), shall terminate on the date that is the later of (i) 12 months after Completion of the Qualifying Transaction, and (ii) 90 days after the Participant ceases to become a director, officer, technical consultant or Employee of the Resulting Issuer.

13. Regulatory Authorities Approvals

The Plan shall be subject to the approval, if required, of the Exchange. Any Options granted prior to such approval shall be conditional upon such approval being given and no such Options may be exercised unless such approval, if required, is given.

14. Amendments to and Administration of the Plan

(a) The provisions of this Plan (including without limitation, the form of certificate evidencing the Options or any instrument to be executed pursuant to the Plan) may be amended at any time and from time to time without the consent of the Participants or other Eligible Persons upon the approval of the Administrators, in its sole and absolute discretion, including, without limitation, as follows:
(i) amendments of a "housekeeping" nature, including, without limitation, any amendment for the purpose of curing any ambiguity, error or omission in the Plan, or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;
(ii) amendments necessary to comply with the provisions of applicable law or the applicable Exchange Policies;
(iii)
amendments to the vesting provisions of any Option;
(iv) amendments to the termination provisions of any Option that does not entail an extension beyond the original expiration date;

(v) amendments to the definition of Eligible Persons or otherwise relating to the eligibility of any Participant;
(vi) amendments respecting the administration of the Plan;
(vii) amendments necessary to suspend or terminate the Plan; and
(viii) any other amendment, fundamental or otherwise, not requiring shareholder approval under applicable laws or applicable Exchange Policies, provided however, that the Administrators will not, without the approval of the shareholders of the Corporation, amend the Plan in any manner that requires shareholder approval, and no amendment to the Plan may be made without obtaining the consent of the Participant if such amendment would adversely alter or impair the existing rights of such Participant in respect of Options granted to, or Shares that have been acquired under the Plan prior to the date of such amendment by, such Participant; and if applicable, obtaining any required regulatory approval to such amendment.
(b) The Plan, as amended, shall govern the rights and obligations of the Corporation and the Participants with respect to all then outstanding Options.

15. Termination of Plan

The Administrators may suspend, discontinue or terminate this Plan at any time without the consent of the Participants or other Eligible Persons, in the Administrators sole and absolute discretion. If the Plan is so suspended, discontinued or terminated, no further Options shall be granted, but the Options then outstanding shall continue in full force and effect in accordance with the provisions of this Plan.

16. Shares Duly Issued

Shares issued upon the exercise of an Option granted hereunder will be validly issued and allotted as fully paid and non-assessable upon receipt by the Corporation of the Exercise Price therefor in accordance with the terms of the Option and the issuance of Shares thereunder will not require a resolution or approval of the Board of Directors of the Corporation.

17. Miscellaneous

(a) Grants to Participants. If Options are granted to an Employee, Consultant or Management Company Employee, the Corporation represents that such person is a bona fide Employee, Consultant or Management Company Employee, as the case may be, and is otherwise eligible to participate under the Plan, at the time such Options are granted.
(b) Compliance with Statutes and Regulations. The granting of Options and the sale and delivery of Shares under this Plan shall be carried out in compliance with applicable statutes and with the regulations of governmental authorities and applicable stock exchanges, including without limitation, statutory "hold" periods for the distribution of securities pursuant to applicable securities laws. If the Administrators determine in their discretion that, in order to comply with any such statutes or regulations, certain action is necessary or desirable as a condition of or in connection with the granting of an Option or the issue or purchase of Shares under an Option, that Option may not be exercised in whole or in part unless that action shall have been completed in a manner satisfactory to the Administrators.

(c) Right to Employment or Other Relationship. Nothing in the Plan or any Option (including, without limitation, the selection of any person as a Participant and the granting of any Option) shall: (i) confer upon any person any right to continue in the employ of the Corporation or any subsidiary thereof; (ii) be construed, interpreted or otherwise deemed to be a guarantee of any such right; or (iii) affect in any way the right of the Corporation or any subsidiary thereof to discharge, terminate or otherwise cease his or her employment or relationship with the Corporation or any subsidiary, as the case may be, at any time for any reason whatsoever, with or without cause.
(d) Application of Policies. Notwithstanding any other provision of the Plan, each Participant shall be subject to the terms and restrictions contained in the Corporation's policies on trading of securities of the Corporation, including without limitation, any applicable Black Out Period, as same may be instated, amended, modified, supplemented, replaced or restated from time to time, in connection with any withdrawal, sale, disposition or other transfer of Shares under the Plan.
(e) Rights of Participants. No person entitled to exercise any Option granted under this Plan shall have any of the rights or privileges of a shareholder of the Corporation or any of its subsidiaries in respect of any Shares upon exercise of any such Option until such Shares have been paid for in full and issued to such person in accordance with the Plan. Participation in the Plan by a Participant shall be voluntary.
(f) Rights to Issue Other Securities. The Corporation shall not by virtue of this Plan or any Options be in any way restricted from declaring and paying stock dividends, issuing further Shares or other securities, varying or amending its share capital or corporate structure or conducting its business in any way whatsoever.
(g) No Liability. None of the Corporation, any member of the Board of Directors or committee thereof, or any officer, agent, representative or advisor to the Corporation shall be liable to any Participant for any loss resulting from (i) a decline in the market value of any Shares purchased by a Participant pursuant to the Plan, (ii) any change in the market price of the Shares between the date of grant and the time of purchase of the Shares pursuant to any such grant and/or (iii) any exercise of discretion by the Board of Directors or such committee of the Board of Directors to whom the Board of Directors delegates its powers hereunder.
(h) Successor Corporation. The Plan applies without any further formality or action to any corporation resulting from the amalgamation of the Corporation with one or more other corporations.
(i) Currency. Unless otherwise specified, all references to amounts of money in the Plan refer to Canadian currency.
(j) Governing Law. The Plan, and any and all determinations made and actions taken in connection with the Plan, shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein.
(k) Subject to Approval. To the extent a provision of the Plan requires regulatory approval which is not received, such provision shall be severed from the remainder of the Plan until the

approval is received and the remainder of the Plan shall remain in full force and effect.

CONTINUED this 25[th] day of October, 2021

ROCKY MOUNTAIN LIQUOR INC

Per: “Allison Radford” (signed)

Allison Radford Chief Executive Officer

AI assistant

Rocky Mountain Liquor Inc. — Proxy Solicitation & Information Statement 2021

46256_rns_2021-11-04_3537f365-d79a-42c8-94f2-c27d8c37d357.pdf

ROCKY MOUNTAIN LIQUOR INC.

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

TO: THE SHAREHOLDERS OF ROCKY MOUNTAIN LIQUOR INC.

COVID-19

Notice and Access System

Advice to Beneficial Shareholders

Solicitation of Proxies

Appointment of Proxy

Internet Voting

Discretionary Powers Conferred by Proxies

Right of Revocation of Proxies

Interest of Certain Persons in Matters to be Acted Upon

Voting Shares and Principal Holders Thereof

MATTERS TO BE ACTED UPON AT THE MEETING

1. Presentation of Audited Financial Statements

2. Fix Number of Directors of the Corporation

3. Election of the Directors of the Corporation

The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote FOR the election of the nominees listed below to the Board of Directors.

4. Appointment of the Auditors of the Corporation

5. Continuation of Stock Option Plan

6. Other Business

MATTERS RELATING TO THE CORPORATION

Executive Compensation

Compensation Discussion and Analysis

Base Salary/Annual Incentive

Option Based Awards

General Discussion

Option-Based Awards

Summary Compensation Table

Notes:

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned during the Year

Pension and Retirement Plans and Payments Made Upon Termination of Employment

Termination and Change of Control Benefits

Director Compensation

Director Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned during the Year

Employment Contracts

Other Compensation

Indebtedness of Directors and Executive Officers

Interests of Informed Persons in Material Transactions

Auditors

Securities Authorized For Issuance Under Equity Compensation Plans

Note:

Audit Committee

Charter and Composition of the Audit Committee

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Approval

External Auditor Services Fees

Corporate Governance

Peter J. Byrne

Frank Coleman

Robert Normandeau

Allison Radford

Jonathan Armoyan

Board Mandate:

Composition of the Board of Directors:

Diversity:

Directorships:

Orientation and Continuing Education:

Ethical Business Conduct:

Nomination of Directors:

Additional Information

Approval of Management Proxy Circular

APPENDIX “A”

ROCKY MOUNTAIN LIQUOR INC AUDIT COMMITTEE CHARTER

1. Purpose

2. Reports

3. Composition

4. Responsibilities

A. Independent Auditors

B. The Audit Process, Financial Statements and Related Disclosure

C. Compliance

D. Insurance

Rocky Mountain Liquor Inc. Proxy Solicitation & Information Statement 2021