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

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Form of Proxy - Annual General and Special Meeting to be held on June 24, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies 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.

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To Vote Using the Internet

• Go to the following web site:

www.investorvote.com

• 1-866-732-VOTE (8683) Toll Free • Smartphone? Scan the QR code to vote now.

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

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 appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

01QXHA

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Appointment of Proxyholder

I/We being holder(s) of securities of Datinvest International Ltd. (the Print the name of the person you are OR “Company”) hereby appoint: Leighton Bocking, or failing this person, appointing if this person is someone Maria Wells, or failing this person, Carson Halliday (the “Management other than the Management Nominees Nominees”) listed herein.

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 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.

	er, BC, V6E 2Y3, on June 24, 2021 at 10:00 am, PDT and at any adjournment or postponement thereoDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.	f.	f.	f.
		pany by Irwin Naturals (“Irwin”) and GVBFor		Against
1. Number of DirectorsTo Set the Number of DirectBiopharma (“GVB”), whereb	ors at three for the earlier of (i) the ensuing year; and (ii) the completion of the proposed reverse takeover of the Comy the Company will become the indirect parent of Irwin and GVB (the “Business Combination”).
2. Election of Directors01. Leighton Bocking	ForWithhold02. Kyle StevensonForWithhold	For		WithholdWithholdAgainst
		03. David VelisekFor
3. Appointment of AAppointment of Sam S Mah	uditorsas Auditors of the Company for the earlier of the ensuing year and completion of the Business Combination and auth
		orizing the Directors to fx their remuneration.For
	Board to Five (5) Post-Business Combinationupon the completion of the Business Combination, to fx the number of directors at fve (5).

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.

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9. Approve Delisting on TSX Venture Exchange and listing on Canadian Securities Exchange

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

Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy 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 proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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