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

Oct 26, 2021

Pivotal Financial Corp.

(the “Corporation”)

FORM OF PROXY (“PROXY”)

Special Meeting November 17, 2021 at 10:00 a.m. EST Wildeboer Dellelce LLP, Suite 800, Wildeboer Dellelce Place, 365 Bay Street, Toronto, Ontario M5H 2V1 (the “Meeting”)

RECORD DATE: October 13, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: November 15, 2021 at 10:00 a.m. EST

VOTING METHOD

FILING DEADLINE FOR PROXY:November 15, 2021 at 10:00 a.m. EST	FILING DEADLINE FOR PROXY:November 15, 2021 at 10:00 a.m. EST
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company301 - 100 Adelaide Street WestToronto,Ontario,M5H 4H1

The undersigned hereby appoints C. Fraser Elliott, Chief Executive Officer of the Corporation, whom failing Peter Quintiliani, Chief Financial Officer of the Corporation (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
To elect the following directors of the Corporation to serve from the effective time of completion of the GFI Transaction (as defined in theManagement Information Circular of the Corporation dated October 18, 2021 (the "Circular")) until the close of the next annual meeting ofshareholders of the Corporation or until their successors are elected or appointed.
	a)David Hanna
	b)Frank van Biesen
	c)Robert Wolf
	d)Michael Wiener
	e)Ana Maria Dominguez
2. Consolidation of Common Shares		FOR						AGAINST
To approve a special resolution of the Corporation authorizing a consolidation of the 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 sharefor every ten (10) pre-consolidation common shares, as more fully described in the Circular.		FORAGAINST
**3. Name Change **		FOR
To approve a special resolution of the Corporation authorizing an amendment to the articles of the Corporation to change the name of the

To approve a special resolution of the Corporation authorizing an amendment to the articles of the Corporation to change the name of the Corporation to “Global Food and Ingredients Ltd.”, as more fully described in the Circular.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, MD&A.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Corporation and as such request the following:

 [Annual Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593

1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

Pivotal Financial Corp. 2021

1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

2. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

3. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

4. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

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To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

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