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View of Its Operations, to Determine Which of Its Retail Liquor Stores in Alberta and BC Have Been Underperforming

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View of Its Operations, to Determine Which of Its Retail Liquor Stores in Alberta and BC Have Been Underperforming TABLE OF CONTENTS 1. DEFINED TERMS 1 9. DIVIDENDS AND DIVIDEND POLICY 23 2. CURRENCY 1 A. Dividend Policy 23 3. FORWARD LOOKING STATEMENTS 1 B. Dividends Declared to Shareholders 23 4. EFFECTIVE DATE OF INFORMATION 3 10. DESCRIPTION OF CAPITAL STRUCTURE 24 5. CORPORATE STRUCTURE 3 A. Common Shares 24 A. Name, Address and Incorporation 3 B. Preferred Shares 24 B. Intercorporate Relationships 3 C. Other Provisions Affecting the Rights of Shareholders 24 6. GENERAL DEVELOPMENT OF THE BUSINESS 4 D. Material Debt 24 A. Recent Developments 4 Convertible Debentures 24 B. Three Year History 6 Credit Facility 25 2019 6 11. MARKET FOR SECURITIES 27 2018 6 A. Trading Price and Volume 27 2017 8 Common Shares 27 7. DESCRIPTION OF THE BUSINESS 9 Convertible Debentures 27 A. General 9 B. Prior Sales 28 B. Liquor Retail 9 12. ESCROWED SECURITIES AND SECURITIES The Alcoholic Beverage Market 10 SUBJECT TO CONTRACTUAL RESTRICTIONS Our Brands 10 ON TRANSFER 28 Location 11 13. DIRECTORS AND EXECUTIVE OFFICERS 29 Product Selection 11 A. Names, Occupation and Security Holding 29 Knowledgeable Sales Staff 11 Directors 29 Strategic Markets 11 Executive Officers 31 Store Design and Format 11 Common Share Ownership 31 Economies of Scale 11 B. Cease Trade Orders, Bankruptcies, Penalties or Sanctions 31 Industry Conditions 11 C. Conflicts of Interest 32 Competition in Liquor Market 12 C. Cannabis Retail 12 14. LEGAL PROCEEDINGS AND REGULATORY ACTIONS 32 The Retail Cannabis Market 12 15. INTERESTS OF MANAGEMENT AND OTHERS Our Brand 13 IN MATERIAL TRANSACTIONS 33 Location 13 16. TRANSFER AGENT AND REGISTRAR 33 Retail Cannabis Business 13 17. MATERIAL CONTRACTS 33 Competition in The Cannabis Market 14 18. INTERESTS OF EXPERTS 33 D. Store Leases 14 19. AUDIT COMMITTEE 34 E. Maintenance and Capital Expenditures 14 Audit Committee Charter 34 F. Management Information Systems 14 Composition of the Audit Committee 34 G. Seasonality 14 Relevant Education and Experience 34 H. Employees 15 Pre-approval Policies and Procedures 35 I. Dependence on Foreign Operations 15 External Auditor Service Fees 35 J. Liquor Industry Regulation 15 Reliance on Exemptions 35 K. Cannabis Industry Regulation 19 Audit Committee Oversight 35 8. RISK FACTORS 23 20. ADDITIONAL INFORMATION 35 SCHEDULE A A-1 SCHEDULE B B-1 1. DEFINED TERMS Please refer to the “Glossary of Terms” in Schedule “A” attached hereto for a list of defined terms used in this Annual Information Form. 2. CURRENCY All dollar amounts in this Annual Information Form are in Canadian dollars unless otherwise stated. On March 11, 2020, the Bank of Canada daily exchange rate for one ($1.00) United States dollar was $1.3745 Canadian dollars. 3. FORWARD LOOKING STATEMENTS This Annual Information Form contains forward-looking statements or information (collectively “forward-looking statements”) within the meaning of the “safe harbour” provisions of applicable securities legislation. All statements and information other than statements of historical fact contained in this Annual Information Form are forward-looking statements. In particular, this Annual Information Form contains forward-looking statements regarding, without limitation: • the Company’s liquor and cannabis strategies; • government regulation of liquor and cannabis; • the impact of the legalization of recreational cannabis in Canada; • the Company’s applications for recreational cannabis retail licenses in the Province of Alberta, the Province of Ontario, and potentially elsewhere in Canada, the number of retail cannabis stores we expect to open in those jurisdictions and the products we plan to sell; • the execution of the Company’s discount liquor strategy; • the Company’s plans to renovate and rebrand existing retail liquor stores; and • the Company’s financial position and future prospects. Prospective investors can identify many of these statements by looking for words such as “believes”, “may”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words and the negative thereof. Forward-looking statements reflect the Company’s current plans, intentions and expectations, and are based on Management’s perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company’s plans, intentions and expectations are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. There is no assurance that the plans, intentions or expectations upon which these forward- looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions, including, but not limited to, those discussed elsewhere in this Annual Information Form and in the Company’s MD&A, incorporated by reference in this Annual Information Form. Although Management believes that the plans, intentions and expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and such forward-looking statements included in this Annual Information Form should not be unduly relied upon. Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include, but are not limited to: • risks relating to federal, provincial and municipal government liquor and cannabis regulation and changes thereto; • competition; 2019 ANNUAL INFORMATION FORM 1 FORWARD LOOKING STATEMENTS • the state of the economy, including general economic conditions in Canada (including the Province of Alberta, the Province of Ontario and the Province of British Columbia) and in the State of Alaska; • restrictions on potential growth (including the Province of British Columbia’s moratorium on granting new liquor licenses and the regulatory restrictions in the Province of Ontario that limit the number of recreational cannabis retail licenses each applicant may apply for); • the unpredictability and volatility of Common Share and Convertible Debenture prices; • the payment of interest on the Convertible Debentures representing a substantial amount of the Company’s operating cash flow; • dilution and future sales of Common Shares or securities convertible into Common Shares; • the availability of sufficient financial resources to fund the Company’s capital expenditures and strategies; • changes in commodity tax rates and government mark-ups or other taxes that impact the price of alcoholic beverages and cannabis; • risks relating to the Ace Acquisition, the acquisition of the Solo Assets and the Alliance; • risks relating to future acquisitions and dispositions; • risks relating to the development of new liquor stores; • risks relating to the Company’s discount liquor strategy; • risks relating to the general performance of the liquor and cannabis industries; • risks relating to the development of recreational cannabis stores, the further conversion of existing stores and branding of recreational cannabis stores; • the ability of Management to execute the Company’s liquor and cannabis strategies; • the Company’s ability to establish new recreational cannabis retail store locations; • the effect of government regulation and changes related to any future restrictions or moratoriums on the sale, production and distribution of recreational cannabis; • Alcanna’s ability to locate and secure acceptable store sites and to adapt to changing market conditions; • poor weather conditions and/or seasonal variations; • dependence on key personnel; • labour costs, shortages of labour and labour relations, including Alcanna’s ability to hire and retain staff at current wage levels and the risk of possible future unionization; • supply of cannabis; • limited operating history of the recreational cannabis business in Canada; • interruption or delays in the supply of liquor and/or cannabis; • dependence on suppliers and wholesalers; • reliance on information and control systems; • risk of infringement of intellectual property rights; • risk of litigation against the Company; • risk of theft from the Company's stores; • income tax changes; • leverage and restrictive covenants in the Credit Agreement, the Debenture Indenture and any agreements relating to the future indebtedness of Alcanna; • credit risks arising from operations; and • the potential lack of an active trading market for the Common Shares and the Convertible Debentures. These factors should not be construed as exhaustive. The information contained in this Annual Information Form, and as disclosed in other filings made by the Company with Canadian securities regulatory authorities and available on SEDAR at www.sedar.com, identifies additional factors that could affect Alcanna’s business, financial condition, liquidity or results of operations. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this Annual Information Form are made as of the date of this Annual Information Form and Alcanna assumes no obligation to update or revise them to reflect new events or circumstances, except as expressly required by applicable securities legislation. ALCANNA INC. 2 4. EFFECTIVE DATE OF INFORMATION Except where otherwise indicated, the information in this Annual Information Form is presented as at the end of Alcanna’s most
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