Marvel Biosciences Closes Private Placement

Calgary, Alberta--(Newsfile Corp. - July 19, 2024) - Marvel Biosciences Corp. (TSXV: MRVL) and its wholly owned subsidiary, Marvel Biotechnology Inc. (collectively the "Company" or "Marvel"), is pleased to report that, further to its press releases of May 16, 2024 and June 21, 2024, it has closed its non-brokered private placement unit offering (the "Offering"). The offering resulted in the issuance of 5,000,000 units at $0.10 per unit (the "Units") for gross proceeds of $500,000. Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.15 per share at any time prior to 5:00 p.m. (Calgary time) on July 19, 2026; provided that if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") is at least $0.175 per share for a period of five (5) consecutive trading days (whether or not trading occurs on all such days) (the "Triggering Event"), the expiry date of the Warrants may be accelerated by the Corporation to a date that is not less than 30 days after the date that notice of such acceleration is provided to the Warrant holders, which notice may be by way of general press release (the "Accelerated Expiry Date"). If such news release is issued, all Warrants that are not exercised prior to 5:00 p.m. Calgary time on the Accelerated Expiry Date will expire immediately after such time on the Accelerated Expiry Date.

In connection with the Offering, the Company paid finders fees of $25,200 in cash commission and issued 252,000 finder's warrants to certain finders ("Finder's Warrants"). Each Finder's Warrant is exercisable to acquire one Common Share at a price of $0.15 per share until July 19, 2026.

Raymond James Ltd., Canaccord Genuity Corp., Haywood Securities Inc, Acumen Capital Finance Partners Limited and Ventum Financial Corp. acted as a finders in connection with the Offering. The proceeds of the Offering will be used to fund additional pre-clinic experiments focussed on the effects of MB-204 in chronic Alzheimer's disease and Autism models and for general working capital purposes.

The issuance of the Common Shares pursuant to the Offering were completed on a private placement and prospectus exempt basis, as applicable, such that the issuances are exempt from any applicable prospectus and securities registration requirements.

Pursuant to applicable Canadian securities laws, Common Shares to be issued in connection with the Offering, are subject to a hold period of four months and one day. Closing of the Offering remains subject to the approval of the TSX Venture Exchange.

The securities offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

All information contained in this news release with respect to the Company and its subsidiary, (collectively, the "Parties") were supplied by Marvel, respectively, for inclusion herein and each parties' directors and officers have relied on each other for any information concerning such Party.

This news release may contain forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company and include other risks detailed from time to time in the filings made by the Company under securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the above events on the terms will occur and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/217003