Acquisition of Additional Equity Interest in The Tinley Beverage Company Inc.

Los Angeles, California–(Newsfile Corp. – February 9, 2024) – Blaze Life Holdings LLC (the “Shareholder“) announces that, on January 26, 2024, pursuant to a securities for debt transaction (the “Transaction“) with The Tinley Beverage Company Inc. (the “Company“), the Shareholder acquired an aggregate of 16,000,000 units of the Company (“Units“) issued at a deemed price of $0.025 per Unit with a total value of $400,000, requiring disclosure pursuant to the early warning requirements of applicable securities laws. The Transaction did not take place on a market.

Each Unit consists of one common share in the capital of the Company (each a “Common Share“) and one Common Share purchase warrant (each a “Warrant“). Each Warrant entitles the Shareholder to purchase one Common Share at a price of $0.05 per Common Share until the date which is three years from the date of issuance.

Immediately prior to completion of the Transaction, the Shareholder owned and exercised control or direction over an aggregate of 800,000 stock options of the Company (the “Options“) and a convertible debenture of the Company (the “Convertible Debenture“), with the principal amount and all accrued and unpaid interest as of the date hereof convertible into an aggregate of 35,680,723 units of the Company (“CD Units“), with each CD Unit being comprised of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a “CD Warrant“), representing 0% of the issued and outstanding Common Shares on a non-diluted basis and approximately 26.67% on a partially diluted basis, assuming conversion of the Convertible Debenture into CD Units and exercise of the Shareholder’s Options and CD Warrants into Common Shares.

Upon completion of the Transaction, the Shareholder now owns or exercises control or direction over a total of 16,000,000 Common Shares, 16,000,000 Warrants, 8,000,000 Options and a Convertible Debenture with the principal amount and all accrued and unpaid interest as of the date hereof convertible into an aggregate of 35,680,723 CD Units which represents approximately 6.98% of the issued and outstanding Common Shares on a non-diluted basis and approximately 28.80% of the issued and outstanding Common Shares on a partially diluted basis, assuming conversion of the convertible debenture into CD Units and the exercise of the Shareholder’s Warrants, CD Warrants and Options into Common Shares.

The Shareholder may from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, dispose or acquire additional Common Shares through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise (if and when granted), or may, subject to the requirements of applicable securities laws, sell all or some portion of the Common Shares they own or control, or may continue to hold the Common Shares.

The Company has a head office at 181 Bay Street, Suite 1800, Toronto, ON M5J 2T9.

The Shareholder is a California company engaged in the cultivation, manufacturing, distribution and retail sale of cannabis. Its head office is located at 12426 San Fernando Rd Sylmar, CA 91342.

This news release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report by the Shareholder in respect of the Transaction, to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report will be filed by the Shareholder in accordance with applicable securities laws and will be available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION 
IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/197555