Management Information Circular – 2021 AGM

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:

1. to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2020, and the report of the auditors thereon;
2. to fix the number of directors to be elected at the Meeting, or any postponements thereof, at five (5);
3. to consider, and if deemed advisable, to pass a resolution electing the directors of the Corporation for the ensuing year;
4. 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;
5. to consider, and if deemed advisable, to authorize a continuation of the Corporation's Stock Option Plan as adopted on August 23, 2010; and
6. 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.

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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 54-101Communication 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 notice- and-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 notice- and-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.

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The Corporation intends to use, to the fullest extent possible, notice-and-access for its proxy- related 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

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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.

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