Rocky Mountain Liquor : Management Information Circular – 2023

ROCKY MOUNTAIN LIQUOR INC.

NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD AT 7:30 A.M. MST

ON JUNE 27, 2023

AT SANDMAN SIGNATURE EDMONTON SOUTH

10111 ELLERSLIE ROAD SW

EDMONTON, ALBERTA

Dated: May 18, 2023

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 June 27, 2023, 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, 2022, and the report of the auditors thereon;
2. to consider, and if deemed advisable, to pass a resolution electing the directors of the Corporation for the ensuing year;
3. 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;
4. to consider, and if deemed advisable, to pass an ordinary resolution to ratify and approve for continuation the Corporation's Stock Option Plan, as more particularly described in the accompanying Information Circular; and
5. 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.

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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 2023 annual and special meeting of Shareholders. The Meeting is on June 27, 2023, 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. June 23, 2023.

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) Friday, June 23, 2023.

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.

Advice to Registered Shareholders

In order to ensure as many common shares as possible are represented at the Meeting, the Company strongly encourages registered shareholders to complete the Form of Proxy and return it as soon as possible in accordance with the instructions outlined in the proxy and the Information Circular. Shareholders who do not hold their common shares in their own name are strongly encouraged to complete the voting instruction forms received from their broker as soon as possible and to follow the instructions set out in the accompanying Information Circular. In addition, only registered shareholders of the Company (the "Registered Shareholders") or their duly appointed proxy holders will be permitted to attend and vote at the Meeting. Registered Shareholders are entitled to vote at the Meeting either in person or by proxy. Registered Shareholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Information Circular. Computershare Trust Company of Canada ("Computershare"), the Corporation's transfer agent the approved intermediary for mailing proxy-related materials to registered owners. In order to be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc., at its office at 8th Floor Proxy Department, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by telephone number 1-866-732-8683, or by internet www.investorvote.com at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or no later than 7:30 a.m. (MST) Friday, June 23, 2023.

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

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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.

Non-Registered Shareholders who have not objected to their Intermediary disclosing certain ownership information about them to the Company are referred to as non-objecting beneficial owners ("NOBOs"). Those Non-Registered Shareholders who have objected to their Intermediary disclosing ownership information about them to the Company are referred to as objecting beneficial owners ("OBOs"). In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Company has elected to send copies of the proxy-related materials, including a voting instruction form ("VIF") (collectively, the "Meeting Materials") directly to the Canadian NOBOs and indirectly through Intermediaries for onward distribution to the OBOs and NOBOs in the United States. The Company will also pay the fees and costs of Intermediaries for their services in delivering the Meeting Materials to OBOs in accordance with NI 54-101. Intermediaries must forward the Meeting Materials to each OBO or Non-Registered Shareholders in the United States (unless such shareholder has

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waived the right to receive such materials), and often use a service company (such as Broadridge Investor Communication Solutions), to permit such shareholder to direct the voting of the Shares held by the Intermediary on behalf of such shareholder. Generally, Non-Registered Shareholders who have not waived the right to receive meeting materials will be given a VIF which must be completed and signed by the Non-Registered Shareholder in accordance with the directions on the VIF. Non-Registered Shareholders should submit VIFs in sufficient time to ensure that their votes are received by the Company.

These Meeting Materials are being sent to both Registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and the Company or its agent has sent these Meeting Materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Shares on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

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.

Shareholders who cannot attend the Meeting are requested to complete the enclosed form of proxy printed on WHITE paper and send 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, June 23, 2023. Unless otherwise stated, the information contained in this information circular is given as of May 18, 2023.

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, June 23, 2023 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.

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

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