Optimi Health Corp. — Proxy Solicitation & Information Statement 2025

Aug 19, 2025

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting (the "Meeting") of the shareholders of Optimi Health Corp. ("Optimi" or the "Corporation") will be held in-person at Unit 600-21 Water Street Vancouver, British Columbia V6B 1A1, on Monday, September 8, 2025 at 8:00 AM (Pacific), for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Corporation for the year ended September 30, 2024 and the report of the auditors thereon;
2. to fix the number of directors of the Corporation at six (6);
3. to elect the directors of the Corporation for the ensuing year;
4. to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the board of directors;
5. to consider and, if deemed advisable, pass, with or without amendment, an ordinary resolution, the full text of which is set out in the accompanying management information circular (the "Information Circular"), ratifying, adopting and re-approving the 15% rolling equity incentive plan of the Corporation and authorizing the Corporation's board of directors to make any amendments thereto that may be required for the purpose of obtaining the approval of applicable securities regulatory authorities or stock exchanges;
6. to consider and, if deemed advisable, pass with or without amendment, a special resolution authorizing the Corporation to complete a consolidation of all of the then-issued and outstanding common shares of the Corporation (the "Common Shares") at a 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; and
7. to transact such other business as may properly come before the Meeting.

Information relating to matters to be acted upon by the shareholders at the Meeting is set forth in the accompanying Information Circular.

The Meeting will be held in-person at Unit 600-21 Water Street Vancouver, British Columbia V6B 1A1, on Monday, September 8, 2025 at 8:00 AM (Pacific). A registered shareholder may attend the Meeting in-person or may be represented by proxy. Shareholders unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying instrument of proxy or appropriate form of proxy, in accordance with the instructions set forth in the accompanying Information Circular.

An instrument of proxy will not be valid unless it is deposited at the offices of Endeavor Trust Corporation ("Endeavor Trust"), 702 - 777 Hornby Street, Vancouver, B.C., V6Z 1S4, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or adjournment or postponements thereof at which the proxy is to be used.

Registered shareholders and duly appointed proxyholders will be able to vote at the Meeting, in accordance with instructions provided by the Chair at the Meeting. Beneficial shareholders (being shareholders who hold their securities through a broker, investment dealer, bank, trust company, custodian, nominee, or other intermediary) who have not duly appointed themselves as proxyholders will be able to attend, but will not be able to vote at the Meeting. If you are not a registered shareholder of the Corporation and received this notice and the Information Circular through your broker or another intermediary, please complete and return the accompanying Instrument Proxy or Voting Instruction Form provided to you by such broker or other intermediary, in accordance with the instructions provided therein.

The persons appointed as proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the Meeting or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.

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Only shareholders of record as at the close of business on August 1, 2025 will be entitled to receive notice of and vote for the Meeting.

DATED at Vancouver, British Columbia as of August 1, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

"/s/ JJ Wilson"

JJ Wilson
Chair of the Board