Irwin Naturals Inc. — Proxy Solicitation & Information Statement 2021

Jun 9, 2021

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DATINVEST INTERNATIONAL LTD.

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Intermediary

Voting Instruction Form (“VIF”) - Annual General and Special Meeting to be held on June 24, 2021

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

10. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

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VIFs submitted must be received by 10:00 am, PDT, on June 22, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

• 1-866-734-VOTE (8683) Toll Free

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To Vote Using the Internet

• Go to the following web site: www.investorvote.com

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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. Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01QXTA

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Appointee(s)

I/We being holder(s) of securities of Datinvest International Ltd. (the If you wish to attend in person or appoint OR “Company”) hereby appoint: Leighton Bocking, or failing this person, someone else to attend on your behalf, Maria Wells, or failing this person, Carson Halliday (the “Management print your name or the name of your Nominees”) appointee in this space (see Note #3 on reverse).

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at 918 – 1030 West Georgia Street, Vancouver, BC, V6E 2Y3, on June 24, 2021 at 10:00 am, PDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

							For	Against
1. Number of Directors
To Set the Number of Directors at three for the earlier of (i) the ensuing year; and (ii) the completion of the proposed reverse takeover of the Company by Irwin Naturals (“Irwin”) and GVB
Biopharma (“GVB”), whereby the Company will become the indirect parent of Irwin and GVB (the “Business Combination”).
2. Election of Directors
	For	Withhold		For	Withhold		For	Withhold
01. Leighton Bocking			02. Kyle Stevenson			03. David Velisek
							For	Withhold
3. Appointment of Auditors Appointment of Sam S Mah as Auditors of the Company for the earlier of the ensuing year and completion of the Business Combination and						authorizing the Directors to fx their remuneration.
							For	Against

4. Approve Increase To Board to Five (5) Post-Business Combination Conditional on and effective upon the completion of the Business Combination, to fix the number of directors at five (5). 5. Approve Post-Business Combination Board Conditional on and effective upon the completion of the Business Combination, to elect the nominee directors of the Company as set out in the management information circular dated May 28, 2021 (the “ Circular ”). 6. Appoint Armanino LLP as Auditors Post-Business Combination Conditional on and effective upon the completion of the Business Combination, appoint Armanino LLP as auditor for the Company and authorize the board of directors of the Company to fix the auditor’s remuneration. 7. Approve Stock Option Plan To ratify and approve the Company’s Stock Option Plan. 8. Approve New Equity Incentive Plan Conditional on and effective upon the completion of the Business Combination, to consider and, if thought advisable, pass, with or without variation, an ordinary resolution, the full text of which is set forth in the Circular, approving a new long-term equity-based incentive plan. 9. Approve Delisting on TSX Venture Exchange and listing on Canadian Securities Exchange

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To consider, and, if thought advisable, approve, with or without variation, an ordinary resolution, the full text of which is set forth in the Circular, authorizing the delisting of the Company’s common shares (“Common Shares”) from the TSX Venture Exchange and the listing of the Common Shares on the Canadian Securities Exchange, as described in the Circular.

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10. Approve New Capital Structure

To consider and, if thought advisable, approve, with or without variation, a special resolution, the full text of which is set forth in the Circular, approving an alteration to the Company’s share capital to re-designate the Common Shares as subordinate voting shares of the Company as set forth in the Circular, and to create two new classes of shares consisting of: (i) an unlimited number of proportionate voting shares having the rights and restrictions described in the Circular; and (ii) an unlimited number of multiple voting shares having the rights and restrictions described in the Circular, to be implemented only in the event that all conditions to the Business Combination have been satisfied or waived.

Signature(s)

Date

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 VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

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Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive Interim Financial Statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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