Global Food and Ingredients Ltd. — Proxy Solicitation & Information Statement 2021

Oct 26, 2021

PIVOTAL FINANCIAL CORP. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders of Pivotal Financial Corp. (the “ Corporation ”) will be held at the offices of Wildeboer Dellelce LLP, Suite 800, Wildeboer Dellelce Place, 365 Bay Street, Toronto, Ontario M5H 2V1 on Wednesday, November 17, 2021 at 10:00 a.m. for the following purposes:

1. to elect the directors of the Corporation to serve from the effective time of the completion of the proposed qualifying transaction of the Corporation with Global Food and Ingredients Inc. (the “ GFI Transaction until the close of the next annual meeting of shareholders of the Corporation, or until their successors are elected or appointed, as more fully described in the in the management information circular dated October 18, 2021 (the “ Management Information Circular ”) accompanying this notice of Meeting;

2. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving an amendment to the articles of the Corporation to reflect the consolidation of the issued and outstanding common shares in the capital of the Corporation within a range of (i) one (1) post-consolidation common share for every two (2) pre-consolidation common shares and (ii) one (1) post-consolidation common share for every ten (10) pre-consolidation common shares, as more fully described in the Management Information Circular;

3. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to “Global Food and Ingredients Ltd.” or such other similar name as the board of directors of the Corporation, in its sole discretion, deems appropriate, as more fully described in the Management Information Circular; and

4. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying Management Information Circular.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is October 13, 2021 (the “ Record Date ”). Shareholders whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

A shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed form of proxy must be deposited with the Corporation’s registrar and transfer agent, TSX Trust Company, by mail or delivery to 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, no later than 10:00 a.m. (Toronto time) on November 15, 2021 or at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before any adjournment or postponement of the Meeting.

If you are a non-registered shareholder (for example, if you hold shares of the Corporation in an account with an intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your intermediary or call your intermediary for information as to how you can vote your shares. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above.

Late instruments 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 instrument of proxy. The enclosed form of proxy appoints nominees of management as proxyholder and you may amend the proxy, if you wish,

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by inserting in the space provided the name of the person you wish to represent you as proxyholder at the Meeting.

DATED at Toronto, Ontario this 18[th] day of October, 2021.

By Order of the Board of Directors of Pivotal Financial Corp.

(signed) “ C. Fraser Elliott ”

C. Fraser Elliott Chief Executive Officer

IMPORTANT

Amid ongoing concerns about the COVID-19 pandemic, the Corporation remains mindful of the well-being of our shareholders and their families, our industry partners and other stakeholders as well as the communities in which we operate. The Corporation currently intends on holding an in-person shareholder meeting. However, as the COVID19 pandemic is a continually evolving situation, the Corporation will continue to monitor and review provincial and federal governmental guidance in order to assess and implement measures to reduce the risk of spreading the virus at the Meeting, which may include adjourning or postponing the Meeting. The Corporation will provide updates to any arrangements in respect of the Meeting by way of news release. Shareholders are encouraged to monitor the Corporation’s SEDAR profile at www.sedar.com, where copies of such news releases, if any, will be posted.

In light of current restrictions on gatherings in the Province of Ontario, at this time, only registered shareholders or their duly appointed proxyholders will be allowed to attend the Meeting. In the event that more people choose to attend in person than may be permitted under applicable restrictions on gatherings, the Meeting may, by necessity, have to be rescheduled to a later date. Further, only individuals fully vaccinated against the COVID-19 virus and showing proof of vaccination will be permitted to attend the Meeting in person.

We expect that the vast majority of our shareholders will vote by proxy in advance of the Meeting and we encourage shareholders to vote in this manner, either by proxy or by voting instruction form, as described below and elsewhere in the accompanying Management Information Circular.

In addition, in view of current and potential future guidance regarding social distancing and further restrictions on gatherings, in order to ensure as many common shares as possible are represented at the Meeting, shareholders are strongly encouraged to complete the enclosed Instrument of Proxy and return it as soon as possible in the envelope provided for that purpose. Shareholders who do not hold common shares in their own name are strongly encouraged to complete the voting instruction forms received from their broker or other intermediary as soon as possible and to follow the instructions set out under “Non-Registered Holders” in the accompanying Management Information Circular.

To be effective, the enclosed form of proxy must be deposited with the Corporation’s registrar and transfer agent, TSX Trust Company, by mail or delivery to 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, no later than 10:00 a.m. (Toronto time) on November 15, 2021 or at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before any adjournment or postponement of the Meeting .

Shareholders may listen to the Meeting (in listen-only mode) by live audio teleconference starting at 10:00 a.m. (Toronto time) on November 17, 2021 using the following teleconference instructions:

• Teleconference Number: 647-797-0071 (local) or 1-833-600-1823 (toll free in Canada) • Conference Room Number: 345-827-290# (when prompted)

Please note that Shareholders will not be entitled to vote at, or otherwise participate in, the Meeting by way of teleconference or other electronic means.

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