Tinley Beverage : Q1 Management Discussion and Analysis

THE TINLEY BEVERAGE COMPANY INC.

Management's Discussion and Analysis

For three months ended March 31, 2021

TABLE OF CONTENTS

1. Description of Business ………………………………………………………...………………………………. 2
2. Business Overview ……………………………………………………….….………………………………….. 2
3. Canadian Companies with U.S. Marijuana-Related Assets …………………………………………………..9
4. Overall Performance ……………………………………………….….…………………................................ 19
5. Key Management Compensation and Related Party Transactions ……...………………………………… 20
6. Financial Risk Management …………………………………….….………………….................................... 21
7. Capital Management …………………………………………….………….…………………........................ 22
8. Summary of Accounting Policies ……………………………….…………….………………......................... 23
9. Risk Factors …………………………………………………….….…………………………………………... 24
10. Cautionary Note Regarding Forward-Looking Statements.………………….……………………………...24
11. Management's Responsibility for Financial Information …………………………...…………………….....25

The following Management's Discussion and Analysis ("MD&A") is current to May 31, 2021 and is management's assessment of the financial position and results of operation together with future prospects of The Tinley Beverage Company Inc. This MD&A should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and related notes for the three months ended March 31, 2021 and 2020, as well as the audited consolidated financial statements for the years ended December 31, 2020, prepared in accordance with International Financial Reporting Standards ("IFRS").

All figures are in Canadian dollars ("$" or "CAD") unless stated otherwise.

This discussion contains forward-looking statements that are not historical in nature and involves risks and uncertainties. Forward-looking statements are not guarantees as to Tinley's future results as there are inherent difficulties in predicting future results. This MD&A includes, but is not limited to, forward-looking statements. Management considers the assumptions on which these forward-looking statements are based to be reasonable at the time the statements were prepared. Accordingly, actual results could differ materially from those expressed or implied in the forward-looking statements. The Company has adopted National Instrument 51-102F1 as the guideline in presenting the MD&A. Additional information relevant to Tinley's activities, including Tinley's press releases can be found on SEDAR at www.sedar.com.

THE TINLEY BEVERAGE COMPANY INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the three months ended March 31, 2021

1. Description of Business

The Tinley Beverage Company Inc. ("Tinley" or the "Company") was incorporated under the Business Corporations Act (Ontario) on March 7, 2005 as Onsino Capital Corporation. Pursuant to the Articles of Arrangement dated December 22, 2010, the Company changed its name to "Quia Resources Inc." Pursuant to the Articles of Amendment dated June 9, 2014, the Company consolidated its common shares on a ten for one (10:1) basis. On October 5, 2015 pursuant to Articles of Amendment, the Company completed a consolidation of the Common Shares on a five for one (5:1) basis, completed a change of business to a cannabis beverage company and changed its name to "The Tinley Beverage Company Inc.". The Company's common shares are listed on the Canadian Securities Exchange under the trading symbol "TNY" and on the OTCQX® under the trading symbol "TNYBF" in the United States ("US").

The address of the Company's registered office is 77 King Street West, Suite 2905, Toronto, Ontario, M5K 1H1, Canada.

The Company has two primary product lines: (i) the Beckett's™ Tonics and Beckett's™ '27 line of non-alcoholic spirits and cocktails, and (ii) the liquor-inspired,cannabis-infused Tinley's™ Tonics and Tinley's™ '27 line of products. The Beckett's™ branded non-cannabis versions are available or eligible for sale in mainstream food, beverage and specialty retailers, as well as on premises locations, throughout California and the US. The Tinley's™ branded cannabis-infused beverages are available in licensed dispensaries and delivery services throughout California and are expected to be made available in Canada.

The Company has also built a cannabis beverage facility in California. Situated on approximately 45,000 square feet ("sq. ft.") of property in Long Beach, California, the 20,000 sq. ft. facility is built for cannabis beverage manufacturing and distribution.

On or around December 19, 2018, Richard Gillis, an officer of the Company, formed Lakewood Libations, Inc., a California corporation ("Lakewood") to conduct commercial cannabis manufacturing and distribution operations at the Long Beach facility. At this time, Lakewood has acquired its local and state commercial cannabis licenses for manufacturing and is in the process of acquiring its local distribution license from the City of Long Beach. The Company has executed agreements to purchase one hundred percent (100%) of the shares of Lakewood from Richard Gillis for a nominal fee with the closing of such transaction to take place on the date and time of the Company's choosing ("Acquisition Transaction") which timing will be based on the receipt of regulatory approval for the change in control. As part of the Acquisition Transaction, Richard Gillis has agreed to detailed "use of proceeds" restrictions that include but are not limited to the requirement that the directors and officers of Lakewood only utilize proceeds from Lakewood's operations to fund ongoing operations and not issue any dividends or otherwise expend profits. In connection with the foregoing, Tinley has certain audit rights to ensure Richard Gillis remains in compliance with the Acquisition Transaction agreement. The Company is working closely with the City of Long Beach and the state to ensure the closing of the Acquisition Transaction remains in compliance with applicable laws. At this time, the Company is waiting until Lakewood has received its state and local distribution licenses to close the Acquisition Transaction. Following receipt of such approvals, the Company will close the Acquisition Transaction and await final approval from the city and state regulators. The Company expects Lakewood to continue its commercial cannabis manufacturing activities throughout the approval process.

Prior to the Acquisition Transaction, the Company has agreed to provide Lakewood with the Long Beach Facility, certain intellectual property for production, equipment and other resources for Lakewood's operations (collectively, the "Tinley Resources"). Although the only reason the Acquisition Transaction has not yet closed is due to Lakewood's pending cannabis license applications, there is a risk that the Acquisition Transaction is not approved by local or state regulators following its closing in which case the Company will still have control over Lakewood, but it would create significant risk to the status of Lakewood's license and ability to operate. At this time, the Company is not licensed and only Lakewood has acquired licenses to conduct commercial cannabis manufacturing. There is no guarantee that Lakewood will obtain the required licenses for cannabis distribution or that the Acquisition Transaction will be approved by state and local regulators. Lakewood's licenses must be renewed annually and there is no guarantee that such license will be renewed each year. See "Risk Factors".

2. Business Overview Financing Activities

On March 30, 2021, the Company closed a non-brokered private placement offering raising gross proceeds of

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THE TINLEY BEVERAGE COMPANY INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the three months ended March 31, 2021

$850,000 through issuance of 2,125,000 units ("Units") at a price of $0.40 per Unit. Each Unit is comprised of one common share in the capital of the Company ("Common Share") and one common share purchase warrant ("Warrant"). Each Warrant is exercisable into one Common Share at a price of $0.50 per share until March 30, 2024. In connection with the private placement, the Company paid cash commissions of $61,693 and issued an aggregate of 154,232 broker warrants to certain finders, with each broker warrant exercisable into one Common Share and one Warrant.

Business Developments

On January 14, 2021, Lakewood entered into an agreement with MARS Distro, a subsidiary of Headquarters, to create supply chain solutions for Lakewood's manufacturing brands in California.

On January 19, 2021, the Company announced a marketing agreement with Todd Chrisley, of the top-rated reality television show stars in the USA. Under the agreement, the Beckett's™ non-alcoholic spirits and cocktails (non- cannabis-infused) would appear in Todd's television shows and online properties.

On January 28, 2021, Lakewood completed production of both Canadian and US Beckett's (non-infused) ready to drink and multi-server products, and that test sample production of its Canadian Tinley '27 (infused) drinks was performed at one of its two licensed manufacturers in Ontario. It also announced that the manufacturer of its carbonated Tinley's Classics (infused) product line was be delayed. Management is progressing through discussions with other producers that have expressed interest in producing this product line, as well as continuing discussions with its existing manufacturer.

On February 1, 2021, the Company announced that SIP Elixirs, Nevada's top-selling cannabis beverages, will be produced at the Company's cannabis beverage bottling facility in Long Beach.

On February 3, 2021, the Company announced that Cannabis Quencher, one of California's best-selling cannabis beverages, will be produced at its cannabis beverage bottling facility in Long Beach.

On March 2, 2021, the Company announced that its Beckett's "Low No alcohol" products have received a listing on Alberta's Connect Logistics platform. Under contract with the Alberta Gaming, Liquor and Cannabis Commission, Connect Logistics is the exclusive distributor of spirits, wine, coolers, imported beer and related products in the province.

On March 3, 2021, the Company appointed David Hackett as Chief Financial Officer, replacing David Berman.

On March 22, 2021, the Company announced that the first series of third‐ party products have been manufactured by Lakewood and shipped from its cannabis beverage bottling facility in Long Beach. The Company also announced that Good Stuff Beverage Co., a pioneering California cannabis and CBD beverage brand, will move production of its assortment of natural tonics to the Long Beach facility.

On April 1, 2021, the Company announced the expansion of store listings in Alberta and additional reorders requested for all three of its business lines (manufacturing, infused and non-infused) products from provincial buyers. Plus, ongoing negotiations with a notable Tennessee distributor for its non-infused beverages and an additional seven third- party SKU's to be produced at its bottling facility in Long Beach by Lakewood.

On April 12, 2021, the Company announced that Los Angeles-based Calexo will produce three new zero-calorie sparkling drinks in bottles, and four preservative-free juice beverages in cans at the Company's Long Beach facility.

On May 3, 2021, the Company announced an agreement with Pabst Labs whereby the cannabis-infused,non-alcoholic version of the popular 'Not Your Father's Root Beer' beverage will be produced at the Company's Long Beach facility.

On May 25, 2021, the Company announced a collaboration with Stem Holdings d/b/a Driven by Stem to create a home delivery solution for cannabis beverages in California. Under the agreement, Tinley's beverages would be made available for home delivery throughout California, and this would form an optional service for approved third party brands produced in Tinley's facility.

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THE TINLEY BEVERAGE COMPANY INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the three months ended March 31, 2021

Retail Growth Strategy

Beckett'sTM Tonics and Beckett's™ '27 Non-Alcoholic Spirits and Cocktails

The Company worked with national brand spirit formulators for several years on making non-alcoholic versions of popular liquors and cocktails. These products are designed for the "lo-no alcohol" beverage category, which allows consumers to enjoy premium, adult beverages without intoxication. In late 2019, the Company announced that its first major customer, BevMo!, one of the West Coast's two largest liquor store retailers, would be launching these products in 150 stores.

In January 2020, the Company shipped its Beckett's products to BevMo! and worked on to become approved vendors at two other California and national US retail chains. It also received requests for the products by two other national grocery chains. Collectively, these chains represent over 6,000 stores across the US and Canada. The Company expected to begin trials at these retailers as they reopened their new products launch programs in the wake of COVID- 19 restrictions. Several of these trials began to take place, however, were severely impacted by the inability to conduct sampling as a result of COVID-19. The Company has a sales pipeline of additional mass retailers, led in large part by Richard Gillis, who previously sold to these chains in his role as President of a Western US's second-largest liquor distributor. Despite being deemed an essential service, BevMo! voluntarily closed its stores as a result of COVID-19, thereby limiting exposure to the Company's products. The stores have since re-opened and the retailer has agreed to take the new glass bottle format of the Beckett's™ ready to drink cocktails, previously available in cans.

Similarly, the Company is working to expand exposure to its listings on Walmart.com, Amazon.com and its own Shopify store at www.drinkbecketts.comthrough national banner, affiliate, social, influencer and other online marketing programs. Recognizing its strong brand awareness in Canada, the Company is building similar online platforms and marketing programs in Canada.

The Company's agreement with Todd Chrisley is expected to be the core of the Company's marketing programs for the full line of Beckett's™ products throughout 2021 and onward. Todd Chrisley's television programs take place in Nashville, Tennessee, and his shows enjoy their largest ratings in that city. As a result, the Company has gained distribution by Lipman Brothers, Tennessee's oldest liquor distributor. Todd and his family will be engaging in local in-store and on-premise promotions to drive visibility for the products. This visibility is expected to drive demand for the Company's products in local retailers and online. Texas is also a key audience location for the Chrisley television shows, and the Company has retained Emergent Partners, a local beverage brokerage, to obtain store listings in the state.

The Beckett's™ products launched in Alberta, Canada in April 2021, having been accepted to the province's Liquor Connect platform in March 2021. Working with local sales agents, the products received commitments from nearly 30 retailers, including certain stores in the Sobey's and Co-Op chains.

Tinley'sTM Tonics and Tinley's™ '27 Infused Beverages

In 2018, the Company licensed its recipes to a third-party manufacturer, which launched an initial run of the first THC-infused product, a non-alcoholic margarita infused with 10mg of THC. This product had been developed with a Southern California-based liquor formulator, along with products inspired by coconut rum, cinnamon whisky, Italian amaretto and Moscow Mule cocktails. In late 2018, after a brief period in market, California made comprehensive updates to its cannabis regulations. One such update, issued as a 'clarification', provided that cannabis could no longer be manufactured with alcohol-style labeling. As a result, the third-party licensee ceased manufacturing its margarita product and begun a process of label redesign.

In addition to the time needed to produce new labels, the Company elected to extend the manufacturing pause by several additional months to implement additional strategic improvements:

• Expansion into a fully automated, higher-capacity "Phase 2" licensed facility bottling line: Having exhausted capacity in the Company's initial "Phase 1" facility, the Company elected to move to a larger facility and install a larger, fully automated bottling line. The 3-phasedapproach started in 2017. In response to the evolving regulations in California at the time, the Company undertook a search for a facility to house its interim and long-termbottling facilities. The tight real estate market in areas that were zoned for commercial cannabis activity, coupled with the unique facility requirements of bottling facilities, led to a challenging, lengthy process.

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THE TINLEY BEVERAGE COMPANY INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the three months ended March 31, 2021

The process ultimately resulted in an intellectual property licensing agreement with the former manufacturer for its "Phase 1" operations, and a subsequent arrangement with a new licensed operator and manufacturer its "Phase 2" operations. It also resulted in the aforementioned lease for the "Phase 3" facility in Long Beach for the Company's long-term operations. While this lengthy search process resulted in a delay in producing the Company's products, the Company successfully negotiated lease rates in a highly desirable location - which is critical for beverage distribution - at competitive rates. It also enabled the Company to simultaneously produce products at incrementally larger runs in the initial facilities to build market share and make informed decisions for the design of the Phase 3 facility.

• Implementation of updated cannabis infusion technology: The Company worked with approximately 20 infusion technology providers to create upgraded versions of its formulations using the various new technologies that began emerging at the time. This includes the terpene and nano-emulsificationtechnology that has been successfully implemented in the Company's product lineup. These technologies allow the products to have a rapid onset effect, a full-flowereffect, visual clarity, 12-monthshelf life, homogenous dispersion of active ingredients and a faster offset of effect. The Company's products are intended to produce a consumer experience that more closely resembles the social experience of alcoholic beverages, however with a cannabis effect. This more directly supports the consumer value proposition of the "TinleyTM Tonics" and "TinleyTM '27" alcohol-inspiredproduct lines.

As described in "Business Developments", the Company did not have fulsome production capabilities for most of 2020 during the transition from the "Phase 2" facility to the commissioning of the Long Beach facility. With the full commissioning of the facility completed in Q4 2020, and the licensing agreement between Lakewood and the Company, the Company's products are now being produced by Lakewood and back in market and the Company believes that it has sufficient inventory to meet current market demand.

Lakewood's transition to Mars HQ distribution, announced in January 2021, aims to enhance the delivery capacity of the Company's products and sales coverage throughout the state.

With manufacturing, delivery and sales agreements in place, the Company intends to pursue the following growth strategy:

• Increased focus on key accounts with multiple store locations: The Company intends to focus on sales to multi-storeoperators where the Company can engage in deeper in-storemerchandising and traffic-buildinginitiatives. This is expected to improve the consistency of the Company's products visibility and pricing in prominent stores. These programs can be deployed at lower expected cost than servicing a large number of independent operators. The Company expects to sign several such agreements starting in the second half of 2021.
• Increased focus on home delivery: The Company is working to deepen its relationships with existing home delivery services and add additional such services. The Company signed its first agreement with Stem Holdings in May 2021.
• Influencer marketing: When more robust home delivery services are in place, the Company will aim to leverage its team's deep media industry relationships to endeavor to enter into agreements with prominent entertainment and sports personalities to provide influencer services.

Restarting tastings and demos: When COVID-19 restrictions ease such that tastings and demos are permitted the Company intends to restart such programs. The Company intends to partner with third-party brands to conduct these programs, which would serve to increase visibility for all products as well as enable all brands to share the costs.

Third-Party Brand Manufacturing

On March 1, 2018, the Company entered into two lease agreements for the new 19,760 sq. ft. facility in Long Beach, a bottling facility for cannabis beverage production which is situated on approximately 45,000 sq. ft. of land approximately 16 miles from downtown Los Angeles. It is now being used as the Company's bottling facility for operations carried out by Lakewood and principal place of business in California.

The Company has retrofitted the existing structure and installed batching and bottling equipment that is uniquely designed for the needs of cannabis drinks. The bottling equipment accommodates the solubilization technology and processes that Tinley uses for its cannabis and terpene-infused,liquor-style beverages. It is also designed for a variety

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