Planet 13 Holdings Inc. — Proxy Solicitation & Information Statement 2023

Jun 22, 2023

PLANET 13 HOLDINGS INC. 2548 WEST DESERT INN ROAD LAS VEGAS, NEVADA 89109

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SCAN TO VIEW MATERIALS & VOTE �

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on July 26, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/PLNHF2023

You may attend the meeting in person or via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. Please check the meeting materials for any special requirements for meeting attendance and voting in person.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on July 26, 2023. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY

PLANET 13 HOLDINGS INC.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.1b.Larry SchefflerNominees:1a.Robert Groesbeck1c.Lee Fraser1d.Adrienne O’Neal1.Election of DirectorsForWithhold!!!!!!!!The Board of Directors recommends you vote FOR thefollowing:2.To re-appoint Davidson & Company LLP as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix theremuneration to be paid to the auditors.4.To consider and, if thought advisable, to pass an ordinary resolution to approve and adopt the Planet 13 Holdings Inc. 2023 Equity Incentive Plan asmore particularly described in the accompanying Proxy Statement.The Board of Directors recommends you vote FOR the following proposals:**NOTE:**Such other business as may properly come before the meeting or any adjournment thereof.3.To consider and, if thought advisable, to pass a special resolution, to approve a plan of arrangement under Section 288 of the_Business Corporations Act_(British Columbia) involving, among other things, the continuance of the Company from British Columbia to the State of Nevada, as more particularlydescribed in the accompanying Proxy Statement.	PLANET 13 HOLDINGS INC.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.1b.Larry SchefflerNominees:1a.Robert Groesbeck1c.Lee Fraser1d.Adrienne O’Neal1.Election of DirectorsForWithhold!!!!!!!!The Board of Directors recommends you vote FOR thefollowing:2.To re-appoint Davidson & Company LLP as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix theremuneration to be paid to the auditors.4.To consider and, if thought advisable, to pass an ordinary resolution to approve and adopt the Planet 13 Holdings Inc. 2023 Equity Incentive Plan asmore particularly described in the accompanying Proxy Statement.The Board of Directors recommends you vote FOR the following proposals:**NOTE:**Such other business as may properly come before the meeting or any adjournment thereof.3.To consider and, if thought advisable, to pass a special resolution, to approve a plan of arrangement under Section 288 of the_Business Corporations Act_(British Columbia) involving, among other things, the continuance of the Company from British Columbia to the State of Nevada, as more particularlydescribed in the accompanying Proxy Statement.		ForWithhold!!!!!!!!For Against Abstain	ForWithhold!!!!!!!!For Against Abstain	ForWithhold!!!!!!!!For Against Abstain	ForWithhold!!!!!!!!For Against Abstain
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)	Date

Important Notice Regarding the Availability of Proxy Materials for the Annual General and Special Meeting:

The Notice and Proxy Statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Request for Financial Statements are available at www.proxyvote.com.

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PLANET 13 HOLDINGS INC. ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 27, 2023 AT 12:00 P.M. (PACIFIC DAYLIGHT TIME) THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS Appointment of Proxyholder Print the name of the person you are appointing if this person is someone I/We being the undersigned Shareholder(s) of Planet 13 Holdings Inc. (the "Company") hereby appoint(s): OR other than the Management Nominees listed herein: Robert Groesbeck, Co-Chief Executive Officer, or failing this person, Larry Scheffler, Co-Chief Executive Officer (the "Management Nominees") as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or, if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of the Company to be held in person at 2548 West Desert Inn Road, Las Vegas, Nevada 89109, and online at www.virtualshareholdermeeting.com/PLNHF2023 on July 27, 2023 at 12:00 P.M. (Pacific Daylight Time) or at any adjournment thereof. Proxies must be received by 11:59 P.M. (Eastern Time) on Wednesday, July 26, 2023. Notes to Proxy 1. Every holder has the right to appoint another person or entity of their choice, who need not be a shareholder, to attend and act on the holder's behalf at the Annual General and Special Meeting or any adjournment or postponement thereof. If you wish to appoint a person or entity other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see above). 2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name appears on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by the Company to the holder. 5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by the Board of Directors. 6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Annual General and Special Meeting. 8. This proxy should be read in conjunction with the accompanying documentation provided by the Company.