The Tinley Beverage Company

Tinley's Provides Corporate Updates and Announces Appointment of New Director and the Closing of its Oversubscribed Non-Brokered Private Placement and Debt Settlement

The Tinley Beverage Company Inc. (CSE: TNY) (OTCQB: TNYBF) ("Tinley's" or the "Company") is pleased to provide updates on the Company's recent corporate developments and to announce the appointment of new director Mr. Shreyas Balakrishnan. The Company is also pleased to announce the closing of its previously announced oversubscribed non-brokered private placement of 58,660,000 units of the Company ("Units") at a price of $0.025 per Unit for gross proceeds of $1,466,500 (the "Private Placement") and the settlement of $533,500 of outstanding indebtedness of the Company pursuant to the issuance of an additional 21,340,000 Units to certain creditors (the "Debt Settlement").

Corporate Update

The Company is pleased to confirm that The Blaze Life Holdings' ("BLH") cannabis manufacturing and distribution facility in Canoga Park, CA (the "BLH Facility") is now fully licensed and operational and that the Company's glass bottling line has been successfully installed at the BLH Facility. Tinley's Long Beach clients are now able to resume co-packing production at the BLH Facility. BLH's canning and mini-bottle lines are fully operational, and the Company will now begin to receive referral fees for its co-packing clients that have transitioned production to BLH.

Tinley's is working with its retail sales and distribution broker, Emergent Beverages, to increase revenue from the sales of Beckett's no-alcohol products through Total Wine & More's 263 superstores across 28 US states, as well as through new sales to additional US customers. Tinley's is currently in production to fulfill all currently outstanding purchase orders. Using proceeds of the Private Placement, the Company will also be building an inventory reserve of Beckett's no-alcohol beverages to seamlessly fulfill new purchase orders once received. This standby inventory is also expected to be used for sales samples to promote and market Beckett's across the U.S. in support of the Company's sales expansion initiatives.

Production, distribution and sales planning are underway for the Company's new line of Beckett's hemp-derived Delta-9 tetrahydrocannabinol ("HD9 THC") beverages. Production of this new, high-demand beverage line is expected to commence in Q1 2024. HD9 THC is derived from the hemp plant, not the heavily regulated and restricted marijuana plant. Accordingly, the sales of hemp products currently enjoy minimal regulation and are permitted to be sold throughout most of the United States. The Company's new HD9 THC beverages are expected to be widely distributed and sold across most US states in high-volume, high-traffic locations such as supermarkets, corner stores, gas stations, bars and restaurants. Beckett's no-alcohol and Beckett's HD9 THC beverages are expected to be the Company's primary focus for investment and revenue growth starting this quarter and going forward.

Tinley's will also be relaunching certain new and improved THC-infused beverages, which are expected to include high potency options containing 100 mg of THC. The Company has decided to discontinue using "Tinley" as a brand name and will be producing the new line of reformatted THC-infused beverages under the Beckett's brand. Production of the THC-infused beverages is expected to roll out this quarter at the BLH Facility, with scheduling of the first production to be confirmed in the near future. The new Beckett's THC-infused beverages are planned to be sold and distributed California-wide through BLH's best-in-class and rapidly expanding distribution division, Sulo, whose beverage distribution clients include Mary Jones, Cann and other leading, category-creating brands. Sulo will also be providing Tinley's with sales support throughout the entire state of California. The Company also expects to be able to deliver THC-infused beverages directly to customers' homes throughout California.

Appointment of Mr. Shreyas Balakrishnan to Tinley's Board of Directors

Tinley's is pleased to announce the appointment of Mr. Shreyas Balakrishnan to the Company's board of directors. Mr. Balakrishnan is the Chief Executive Officer of the Company's strategic partner, Blaze Life Holdings. Prior to joining BLH, Mr. Balakrishnan spent almost 20 years with Anheuser-Busch (AB) InBev (NYSE: BUD), last serving as President of Cutwater Spirits. Mr. Balakrishnan also helmed Anheuser-Busch's Elysian Brewing Co. as President and General Manager, where he successfully planned and executed the national expansion of the regional, Seattle-based brand. He also held key leadership positions across Anheuser-Busch brewing and distribution operations, as well as leading integration for the North American acquisitions.

"We are delighted to welcome a director of Mr. Balakrishnan's pedigree and experience to Tinley's board," said Teddy Zittell, Tinley's CEO and director. "We have begun working together with Shreyas to build sustainable production, distribution and sales relationships for Beckett's no-alcohol and Beckett's HD9 THC-infused lines through his expansive and impressive industry networks," he added.

Private Placement and Debt Settlement

Pursuant to the closing of the oversubscribed Private Placement and Debt Settlement, the Company issued an aggregate of 80,000,000 Units, including 58,660,000 Units under the Private Placement and 21,340,000 Units under the Debt Settlement. Each Unit consists of one (1) common share in the capital of the Company (each a "Common Share") and one (1) Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one (1) Common Share at a price of $0.05 per Common Share until the date which is three (3) years from the date of closing.

As previously announced, the closing of the Private Placement resulted in the creation of a new Control Person (as defined in the Policies of the Canadian Securities Exchange (the "CSE")), being Press Media LLC, and, as a result, the Private Placement is deemed to have Materially Affected Control (as defined in the Policies of the CSE) of the Company. The Company confirms that it was granted CSE approval to avoid seeking securityholder approval for the Private Placement and Debt Settlement and the creation of a new Control Person in reliance on the exceptions outlined in section 4.6(2)(b) of CSE Policy 4, as the Company is in serious financial difficulty. The Company's independent directors determined that the Private Placement and Debt Settlement are in the best interests of the Company and reasonable based on the Company's current financial circumstances in order keep the Company solvent; the Company's independent directors have determined that a rights offering to existing securityholders on the same terms would not be feasible to complete in the time frame necessary to allow the Company to meet its obligations, including fulfilling new and existing purchase orders.

As also previously announced, the Company confirms that certain insiders (or Related Parties under CSE Policies) of the Company subscribed for an aggregate of 2,800,000 Units under the Private Placement for an aggregate subscription price of $70,000 (the "Insider Subscriptions") and that the Company has settled an aggregate of $500,000 of indebtedness owing to certain insiders under the Debt Settlement (the "Insider Settlements"). The Insider Subscriptions and Insider Settlements are considered related party transactions under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under Sections 5.5(b) and 5.7(b) of MI 61-101 to complete the Insider Subscriptions and under Sections 5.5(b) and 5.7(a) of MI 61-101 to complete the Insider Settlements. The Company received CSE approval for an exemption to waive the application of Section 4.6(2)(b)(iii) of CSE Policy 4 in connection with such transactions, which if not waived would have prevented such insiders from participating in the Private Placement and Debt Settlement due to the creation of the new Control Person. Please see the Company's news release dated January 19, 2024 for additional details regarding the Insider Settlements.

The Company did not file a material change report in respect of the related party transactions less than 21 days prior to the closing of the Private Placement and the Debt Settlement, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Private Placement and settle indebtedness under the Debt Settlement in an expeditious manner.

The Company intends to use the net proceeds from the Private Placement to fund its ongoing business initiatives and for general corporate and working capital purposes. More specifically, the Company intends to invest a substantial portion of the proceeds raised from the Private Placement to fund the production of Beckett's no-alcohol and new Beckett's HD9 THC-infused product lines. Tinley's expects its investments in these two high-demand Beckett's-branded product lines to return cash from sales to the Company within 45-60 days of its investments in production based on historical metrics and anticipates continuing to reinvest profits from sales into funding branded product growth and to satisfy historical and ongoing obligations going forward. Notwithstanding the Company's expectations relating to the estimated timeline to receive a return on its production investments, there can be no assurances as to whether such timeline will be accurate.

All securities issued under the Private Placement and Debt Settlement, including securities issuable on exercise thereof, are subject to a hold period expiring four (4) months and one (1) day from the date of issuance, with the exception of the securities underlying the 2,800,000 Units issued to certain employees and officers of the Company which are not subject to any hold period as approved by the CSE.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from the registration requirements is available.

Forward-Looking Statements

This news release contains forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements are statements and information that are not historical facts but instead include financial projections and estimates, statements regarding plans, goals, objectives and intentions, statements regarding the Company's expectations with respect to its future business and operations, management's expectations regarding growth and phrases containing words such as "ongoing", "estimates", "intends", "expects", "anticipates", or the negative thereof or any other variations thereon or comparable terminology referring to future events or results, or that events or conditions "will", "may", "could", or "should" occur or be achieved, or comparable terminology referring to future events or results. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, the ability of the Company to implement its distribution strategies and integrate its operations into the BLH Facility, the timing of production of the Company's new THC-infused products, the timing of the receipt of all final CSE approvals for the Private Placement and Debt Settlement, use of proceeds from the Private Placement, political risks, uncertainties relating to the availability, and costs, of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in input costs, and changes in consumer tastes and preferences. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law. Products, formulations, and timelines outlined herein are subject to change at any time.

For further information, please contact:
The Tinley Beverage Company Inc.
Teddy Zittell
(310) 507-9146
relations@drinktinley.com CSE:TNY; OTC:TNYBF
Twitter: @drinktinleys and @drinkbecketts
Instagram: @drinktinleys and @drinkbecketts
www.drinktinley.com

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Medical cannabis approvals were up by 120 percent in the first half of 2023 compared to the same period in 2022. Statista forecasts that Australian cannabis revenue will reach AU$3.73 billion in 2024 and grow at an annual rate of 3.22 percent, culminating in market volume worth AU$4.53 billion by 2029.

However, Australia’s cannabis industry is still young. Despite there being a strong case for a regulated market, which was outlined in a July 2024 report by the Penington Institute, recreational use is not legal and medical access remains limited and regulated.

Medical cannabis patients have access to various forms of the drug, including flower, oils and tinctures. However, only two medicinal cannabis products, Sativex and Epidyolex, are registered with the Therapeutic Goods Administration, and none are subsidised through the country’s Pharmaceutical Benefits Scheme. Patients who want access to medicinal cannabis must go through special pathways, and doctors who want to prescribe medicinal cannabis have to apply to do so.

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Understanding trends in the cannabis industry is paramount for investors eyeing a market with steady growth potential, but the landscape is complex as products and regulations continue to evolve.

Consumption habits are changing as edibles, vaping and THC beverages gain traction, especially among younger users, and cannabis companies are adapting their offerings to meet shifting demand.

Meanwhile, regulatory uncertainty, particularly surrounding the future of the US Farm Bill and state-level restrictions on hemp-derived cannabinoids, continues to challenge the market.

Despite these headwinds, production data and long-term growth forecasts suggest the cannabis industry remains on a promising — albeit turbulent — path. Read on for more on key trends to watch in 2025.

Consumption methods evolving post-legalization

Shifts in consumer behavior are reshaping markets across the board, and the cannabis industry is no exception.

While smoking remains the dominant method of cannabis consumption, a recent report from the Centers for Disease Control and Prevention highlights the growing popularity of edibles, vaping and dabbing.

The report notes that vaping and dabbing are particularly pronounced among younger adults.

A separate study published by the American Medical Association and funded in part by the Canadian Institutes of Health Research also points to how product preferences have changed among Canadian users since legalization in 2018.


The study indicates that while the use of flower, cannabis concentrates, oil, tinctures and topicals has decreased during that time, the use of vape cartridges, edibles and beverages has increased.

Edibles and beverages were legalized in Canada in late 2019, and Truss Beverage was one of the first players to introduce cannabis-infused drinks. Truss was a joint venture formed by Molson Coors Canada (TSX:TPX.A,TSX:TPX.B) and HEXO, a cannabis company that has since been acquired by Tilray Brands (TSX:TLRY,NASDAQ:TLRY).

In early 2020, Tilray launched a lineup of confectionery, wellness products and beverages through its subsidiary, High Park; Canopy Growth (TSX:WEED,NASDAQ:CGC) made a similar move. These companies gradually brought their products to the US as more states legalized cannabis for medical and/or recreational use.

Today, established cannabis brands typically offer edibles and beverages alongside their other products. Organigram Global (TSX:OGI,NASDAQ:OGI) is one of the newest US entrants, with its April acquisition of Collective Project providing immediate access to the US hemp-derived THC beverage market.

Growing awareness of health and wellness, potentially amplified by the pandemic-led adoption of health trackers, appears to be making an impact on the alcoholic beverage market.

A 2023 Gallup poll reveals a two decade decline in alcohol consumption, particularly among younger adults, suggesting a shift towards more health-conscious lifestyles within this demographic.

Craft beer production declined by 4 percent year-on-year in 2024, according to data collected by the Brewers Association. This marked the largest drop in the industry's history, excluding the pandemic. For small, independent craft breweries, 2024 marked the third consecutive year of declining production. A drop in the number of operating small breweries last year provides further evidence of this trend, with 501 closures in 2024 versus 434 openings.

Challenges in the alcohol market extend beyond the brewing industry, with the New York Times recently reporting the closure of a handful of nightclubs facing decreased alcohol sales alongside rising insurance and rent costs.

Meanwhile, cannabis lounges have been popping up across the US for the last several years. As of early 2025, several states had legalized or were in the process of implementing regulations for cannabis consumption lounges.

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The burgeoning hemp industry is another segment of the expanding cannabis market.

The legalization of industrial hemp — defined as cannabis with a THC concentration of 0.3 percent or less — through the 2018 Farm Bill led to initial investment and optimistic projections for CBD wellness products and various industrial applications. The sector’s rapid evolution also brought the rise of hemp-derived intoxicating cannabinoids, creating a market that presented both opportunities and complexities for participants.

However, after an initial boom, a lack of infrastructure and clearly defined regulations for CBD, as well as state-level variations and market oversupply, ultimately contributed to a quick retraction.

2024 was a pivotal year for the US hemp industry, as the hemp-related provisions of the 2018 Farm Bill — originally set to expire in September 2023, but extended to December 31, 2024 — created an urgent need to address critical issues like THC limits and the regulation of novel hemp-derived cannabinoids. A major point of contention was the proposed shift from defining hemp based on Delta-9 THC concentration (0.3 percent or less) to “total THC,” which includes THCA.

This change had the potential to significantly impact farmers and processors, as many hemp varieties that are compliant under the Delta-9 THC rule could exceed the 0.3 percent limit when THCA is included.

Various bills and amendments were proposed in 2024 as part of the Farm Bill discussions, each with different approaches to regulating hemp. Separate regulatory frameworks for industrial hemp and hemp grown for cannabinoids were suggested, and many states took their own action, leading to a patchwork of regulations and even outright bans.

Despite challenges, data from the US Department of Agriculture suggests signs of recovery.

The department's annual National Hemp Report from 2024 points to an 18 percent increase in industrial hemp production value between 2022 and 2023, with output growth seen in specific sectors like floral (18 percent), fiber (133 percent) and seed hemp (414 percent). The 2025 report from the Department of Agriculture indicates further expansion, with notable increases observed in both acreage (up 64 percent from 2023) and value (46 percent).

The 2024 Farm Bill ultimately did not pass, and right now the hemp industry is operating under a temporary extension of the 2018 Farm Bill under the American Relief Act of 2025, signed into law on December 21, 2024.

The 2018 Farm Bill is now set to expire on September 30, 2025.

While analysts for Markets and Markets project that the North American hemp industry will grow at a CAGR of 22.4 percent and ultimately reach a valuation of US$30.24 billion by 2029, the future of the industry will be heavily influenced by the outcome of the ongoing Farm Bill discussions.

US cannabis legalization remains stalled

Although there is clear demand for cannabis products, the now-defunct rescheduling process in the US is likely to continue casting a shadow of uncertainty over the industry's long-term trajectory.

Legal and procedural delays, including allegations of improper conduct and bias within the US Drug Enforcement Administration (DEA), led to hearing cancellations, and the new administration of US President Donald Trump has brought leadership changes to key agencies like the DEA and the Department of Justice.

Terry Cole, who Trump nominated to be DEA administrator on February 11, has a history of opposing cannabis legalization in the country. Similarly, Pam Bondi, Trump’s pick to lead the justice department, staunchly opposed a movement to legalize medical cannabis during her tenure as Florida’s attorney general.

While there have been bipartisan efforts in Congress to end federal cannabis prohibition and establish regulations for eventual legalization, the DEA’s actions and statements indicate a potential stall or reversal of progress.

In addition to that, new research is adding complexity to the debate.

A study published in the American Journal of Psychiatry this past March highlights an association between the use of high-potency cannabis strains and increased risks of psychosis, a factor that may not have been fully considered by the Department of Health and Human Services. As stronger cannabis strains become more widely available, a reassessment of their potential health risks may be required.

Investor takeaway

While the cannabis industry holds promise for growth and innovation, investors must remain acutely aware of the regulatory uncertainties and market volatility that will undoubtedly shape its trajectory in the years to come.

Don’t forget to follow us @INN_Cannabis for real-time news updates!

Securities Disclosure: I, Meagen Seatter, hold no direct investment interest in any company mentioned in this article.

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