AREV Life Sciences Global Corp. — Proxy Solicitation & Information Statement 2024

Apr 5, 2024

==> picture [87 x 47] intentionally omitted <==

AREV LIFE SCIENCES GLOBAL CORP.

==> picture [130 x 33] intentionally omitted <==

Trader’s Bank Building 702, 67 Yonge Street Toronto ON M5E 1J8

Form of Proxy – Annual General Meeting Meeting to be held on Friday, April 5, 2024

Appointment of Proxyholder

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

I/We being the undersigned holder(s) of AREV LIFE SCIENCES GLOBAL CORP. hereby appoint Mike Withrow or failing this person, Denby Greenslade. OR

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 Meeting Meeting of AREV Life Sciences Global Corp. to be held at Freeconferencecall.com Meeting: https://hello.freeconference.com/conf/call/8185746 at 10:00 a.m. (PST) or at any adjournment thereof.

1.	Number of Directors.To set the number of directors to be elected at the Meeting to at five (5).	Number of Directors.To set the number of directors to be elected at the Meeting to at five (5).				For	Against	Against	Against
2.	Election of Directors. ForWithhold For		Withhold			For	Withhold
a.	Mike Withrow b. Denby Greenslade			c.	Name of Director
d.	Allan Echino e. Brian Elliott			f.	Name of Director
g.	Kevin Phelps h. Name of Director			i.	Name of Director
3.	Appointment of Auditors.To authorize the Directors to appoint auditors for the audit of the fiscal		year ended	December 31, 2023 and the ensuing fiscal		For	Withhold
	year and to authorize the Directors to fix the remuneration to be paid to the auditors.
4.	Stock Option Plan.Approval of the omnibus plan of the Company attached as Schedule “A” to the management information circular of the Company dated March 1, 2024 be, and the same hereby is, confirmed and approved as the omnibus plan of the Company. The shareholders’ approval is effective until the earlier of April 5, 2027 or such earlier date that such Omnibus Plan as amended is approved by shareholders for a further three (3) years.					For	Against
5.	Ordinary Resolution.To approve such other business as may properly come before the meeting		as the proxyholder,		in the sole discretion, may see fit.	For	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 proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Signature(s):

Date

MM / DD / YY

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 10:00 a.m., PST, on Wednesday, April 3, 2024.

NOTES

1. This Proxy is solicited by the Management of the Company.

2. This form of proxy (“Instrument of Proxy”) must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by the Company.

4. As Registered Shareholders will not be able to vote in person at the Meeting, a Registered Shareholder who wishes to vote on the resolutions, may do the following:

(a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the nominees of management for directors and auditor as identified in this Instrument of Proxy; OR

(b) appoint another proxyholder, who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder's instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

1. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

If a Registered Shareholder has submitted an Instrument of Proxy, the Registered Shareholder may still attend the Meeting via audio conference call.

Non-Registered Shareholders (as such term is defined in the Information Circular) whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non-Registered Shareholders can be found on page 2 of the Information Circular.

If you receive more than one proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted you should sign and return all proxies and voting instruction forms that you receive.

To be represented at the Meeting, this proxy form, or other form of proxy, including legal proxies, restricted proxies, voting information forms (VIFs), which meet the proxy requirements set out in the Articles of the Company must be received at the office of the Transfer Agent of the Company, Odyssey Trust Company, 350 - 409 Granville Street, Vancouver, B.C. V6C 1T2, by email: proxy@odysseytrust.com or by fax (1-800-517-4553 toll free within Canada and the U.S. or 416-263-9524 international) no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting.

==> picture [116 x 91] intentionally omitted <==

To Vote Your Proxy Online please visit: https://login.odysseytrust.com/pxlogin and click on . You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy. To request the receipt of future documents via email and/or to sign up for Securityholder Online services,

you may contact Odyssey Trust Company at www.odysseycontact.com.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.