Mr. Jon Edwards reports

ADASTRA HOLDINGS ANNOUNCES ANNUAL GENERAL MEETING

Adastra Holdings Ltd.'s 2024 annual general meeting will be held virtually on Friday, Dec. 13, 2024, at 1 p.m. Pacific Time, for the following purposes, as more particularly described in the management information circular prepared for the AGM.

Meeting matters:

1. To receive and consider the audited consolidated financial statements of the company for the financial years ended Dec. 31, 2023, and 2022, together with the auditor's report thereon;
2. To elect the directors of the company for the ensuing year, as more fully described in the circular;
3. To reappoint MNP LLP, chartered professional accountants, as the auditor of the company for the ensuing year and to authorize the board of directors of the company to fix its remuneration;
4. To transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

Meeting materials

Electronic versions of the proxy, information circular and all other proxy-related materials, as applicable, have been filed and are available on SEDAR+, and are posted in a prominent location on the company's website. Shareholders are encouraged to review these documents ahead of the meeting. Adastra has satisfied all the conditions to rely, and is relying, on the exemption from the requirements to send proxy-related materials in Canadian Securities Administrators' Co-ordinated Blanket Order 51-931.

How to participate

Registered shareholders and duly appointed proxyholders may participate and vote in the meeting by preregistering to participate as outlined below. Registered shareholders and duly appointed proxyholders who have preregistered will have the opportunity to speak during the meeting and participate in telephone voting. All other shareholders may attend the meeting by teleconference without preregistering; however, they will not be permitted to vote or to ask questions during the meeting. To be permitted to participate and vote during the meeting, registered shareholders and duly appointed proxyholders must preregister prior to 1 p.m. PST on Dec. 11, 2024. After preregistration has been completed, preregistered shareholders and duly appointed proxyholders will receive an e-mail providing access details. It is recommended that preregistered shareholders and duly appointed proxyholders who intend to participate in and vote at the meeting attempt to connect at least 10 minutes prior to the commencement of the meeting. Shareholders will not be able to physically attend the meeting. Attendees must ensure their display name at the meeting matches the preregistration details. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting by preregistering as guests, but guests will not be able to vote at the meeting. The company strongly encourages each shareholder to submit a form of proxy or voting instruction form in advance of the meeting using one of the methods described below and in the circular. Registered shareholders should complete, date and sign a proxy form in advance of the meeting and return it to National Securities Administrators Ltd. by mail at: 777 Hornby St., 702, Vancouver, B.C., V6Z 1S2 (telephone: 604-559-8880), by e-mail to proxy@transferagent.ca or by electronic voting through using the 12-digit control number located at the bottom of your proxy at the Eproxy website, in each case by 1 p.m. PST on Dec. 11, 2024, or 48 hours (excluding Saturdays, Sundays and holidays recognized in the province of British Columbia) before any adjournment or postponement of the meeting. Votes cast electronically are in all respects equivalent to, and will be treated in the exact same manner as, votes cast by a paper proxy form. Further details on the electronic voting process are provided in the form of proxy. Beneficial shareholders who receive the meeting materials through their broker or other intermediary should complete and return their form of proxy or voting instruction form in accordance with the instructions provided by their broker or intermediary. Shareholders are reminded to review the circular prior to voting.

The board has fixed 1 p.m. PST on Dec. 11, 2024, or in the event of an adjournment or postponement of the meeting, 48 hours before the time of the adjourned or postponed meeting (excluding Saturdays, Sundays and holidays recognized in the province of British Columbia), as the time before which proxy forms to be used or acted upon at the meeting, or any adjournment or postponement thereof, must be deposited with the company's transfer agent and registrar, NSA. Alternatively, a proxy form may be given to the chair of the meeting at which the proxy form is to be used. Late forms of proxy may be accepted or rejected by the chair of the meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late form of proxy.

Requesting information

Registered holders and beneficial owners may contact the company by telephone at 1-778-715-5011 or by e-mail at info@adastraholdings.ca to request the following information: (i) a copy of the information circular and proxy; (ii) the individual control number required to vote; and (iii) information on how to submit proxies to the company or voting instructions to intermediaries in a manner that would not require the registered holder or beneficial owner to use the postal service, including the deadline for return of the proxy.

About Adastra Holdings Ltd.

Adastra has become one of Canada's leaders in the supply and manufacturing of ethnobotanical and cannabis products for lawful adult use. It serves medical markets and engages in forward-looking therapeutic applications. With cannabis concentrate products sold through retailers at more than 2,000 locations across Canada, Adastra's Phyto Extractions and Endgame Extracts brands are well established with a growing distribution presence. As a Health Canada-licensed facility, it specializes in extraction, distillation and manufacturing of a range of cannabis-derived products. Adastra partners with health care professionals and practitioners within the regulated environment to create products suitable for the medical cannabis market, with the ultimate aim of addressing the needs of patients.

We seek Safe Harbor.