Optimi Health Corp. — Proxy Solicitation & Information Statement 2025

Aug 19, 2025

ENDEAVOR TRUST CORPORATION
Suite 702 - 777 Hornby Street
Vancouver, BC, V6Z 1S4 Canada
Optimi Health Corp.
Security Class: Common Shares

Voting Instruction Form ("VIF")

Annual General & Special Meeting of the Shareholders of Optimi Health Corp. (the "Company") to be held on Monday, September 8, 2025 (the "Meeting")

This VIF is solicited by and on behalf of the management of the Company

Notes to VIF

Every holder has the right to appoint some a person of their choice, who need not be a holder, to attend and act on their behalf at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those holders must sign this VIF in the space provided on the reverse. If you are voting on behalf of a corporation or another individual you must sign this VIF with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this VIF.

This VIF should be signed in the exact manner as the name(s) appears on the VIF.

If this VIF is not dated, it will be deemed to bear the date on which it is mailed by the management to the holder.

If you appoint the Management Nominees, as defined herein, to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, at their discretion.

This VIF confers discretionary authority in respect of amendments or variations to matters identified in the notice of meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof.

This VIF should be read in conjunction with the accompanying documentation provided by Management.

VIFs submitted must be received by 8:00 a.m., Pacific Time, on Thursday, September 4, 2025 or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

VOTING METHODS
MAIL or HAND DELIVERY	Endeavor Trust Corporation
702 – 777 Hornby Street
Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day	604-559-8908
EMAIL	proxy@endeavortrust.com
ONLINE	As listed on Form of Proxy or Voter Instruction Form

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this VIF.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person other than the Management Nominees named on the reverse of this VIF.

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Login information for online voting
www.eproxy.ca
Control Number:
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Appointee(s)

I/We, being the undersigned holder(s) of certain common shares in the capital of Optimi Health Corp. hereby appoint: JJ Wilson, Chair of the board of directors or, failing this person, Dane Stevens, Chief Executive Officer (the "Management Nominees").

OR

If you wish to attend in person or appoint someone else other than the Management Nominees listed herein, print your name or the name of your appointee in this space.

as my/our appointee with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the annual general and special meeting of shareholders of Optimi Health Corp. to be held at Unit 600 – 21 Water Street, Vancouver, British Columbia V6B 1A1 on Monday, September 8, 2025 at 8:00 a.m., Pacific Time, and at any adjournment or postponement thereof.

MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors
   To fix the number of directors of the Company at six (6).
   | Fix | Against |
   | --- | --- |
   | ☐ | ☐ |

2. Election of Directors
   i. Bryan Safarik;
   ii. Jacob Safarik;
   iii. Dane Stevens;
   iv. John James Wilson; and
   v. Jonathan Schintler.
   | Fix | Withhold |
   | --- | --- |
   | ☐ | ☐ |
   | ☐ | ☐ |
   | ☐ | ☐ |
   | ☐ | ☐ |

3. Appointment of Auditor
   To appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration.
   | Fix | Withhold |
   | --- | --- |
   | ☐ | ☐ |

4. Equity Incentive Plan
   To consider and, if deemed advisable, approve an ordinary resolution in the form set forth in the management information circular of the Company dated August 1, 2025 (the "Circular") re-approving the Company's 15% rolling equity incentive plan.
   | Fix | Against |
   | --- | --- |
   | ☐ | ☐ |

5. Share Consolidation
   To consider and, if deemed advisable, approve an special resolution in the form set forth in the Circular authorizing the directors of the Corporation, in their sole discretion to consolidate all of the issued and outstanding Common Shares at a consolidation ratio to be determined by the directors of the Corporation provided such consolidation does not exceed a ratio of one (1) post-consolidation Common Share for every seventy-five (75) pre-consolidation Common Shares.
   | Fix | Against |
   | --- | --- |
   | ☐ | ☐ |

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above.
I/We hereby revoke any VIF previously given with respect to the Meeting.

If no voting instructions are indicated above, this VIF will be voted as recommended by management.

Signature(s)

Print Name(s) & Signing Capacity(ies), if applicable

Date (MM-DD-YY)
THIS VIF MUST BE DATED

Financial Statements Request

In accordance with securities regulations, shareholders may elect annually to receive financial statements, or a notice advising how to access financial statements, if they so request. If you wish to receive such mailings, please mark your selection.

Interim Financial Reports – Mark the box to the right if you would like to RECEIVE interim financial statements and accompanying management's discussion & analysis by mail.
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Annual Financial Report – Mark the box to the right if you would like to RECEIVE annual financial statements and accompanying management's discussion and analysis by mail.
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To request the receipt of future documents via email, you may contact Endeavor Trust Corporation at proxy@endeavortrust.com.