Marvel Biosciences Announces Closing of First Tranche of Debenture Offering
Calgary, Alberta--(Newsfile Corp. - February 24, 2023) - Marvel Biosciences Corp. (TSXV: MRVL) ("Marvel" or the "Corporation") announced today that it has completed the closing of the first tranche of the previously announced non-brokered private placement of debentures ("Debentures") for gross proceeds of $1,000,000 (the "Private Placement"), subject to final approval of the TSX Venture Exchange.
The Debentures bear interest at the rate of eight percent (8%) per annum, payable annually and mature on the date that is three years from the closing date. Interest may be repaid in cash or common shares of the Corporation ("Common Shares"), at the option of the Corporation, based on the 20 day volume weighted average trading price of the Common Shares on the TSX Venture Exchange, calculated 3 days prior to the payment date, subject to the minimum price permitted by the TSX Venture Exchange (and subject to approval of the TSX Venture Exchange). The Debentures are convertible at the holder's option into Common Shares at a conversion price of $0.12 per Common Share. The Corporation can force conversion of the Debentures into Common Shares if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at least $0.60 per Common Share for a minimum of 10 consecutive trading days (whether or not trading occurs on such days).
All securities issued in connection with the Private Placement are subject to a hold period that expires on June 25, 2023. The net proceeds from the Private Placement will be used to fund pre-clinical, Good Lab Practice (GLP) testing and toxicology experiments prior to clinical trials, in addition to support general corporate and working capital requirements of the Company. It is anticipated that Paleo will close a second tranche of the offering on or about March 30, 2023.
A company controlled by J. Roderick Matheson ("Matheson"), a director and officer of Marvel acquired a Debenture in the principal amount of $500,000 pursuant to the Private Placement and, accordingly, the Private Placement is a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (the "Related Party Policies"). Marvel has determined that exemptions from the various requirements of the Related Party Policies are available in connection with the Private Placement (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Note More Than $2,500,000).
As noted above, a company controlled by Matheson acquired a Debenture in the principal amount of $500,000. Prior to the offering, Matheson held 5,972,049 Common Shares, or approximately 15.01% of the total issued and outstanding Common Shares, 450,000 common share purchase warrants and 175,000 stock options. Matheson now controls 5,972,049 Common Shares, 450,000 common share purchase warrants, 175,000 stock options and a Debenture in the principal amount of $500,000. Assuming the exercise of the warrants and stock options and conversion of the Debenture, Matheson would control a total of 10,763,715 Common Shares, or approximately 24.14% of the issued and outstanding Common Shares. The acquisition of the Debenture by Matheson was made for investment purposes. Matheson may increase or decrease his investment in Marvel depending on market conditions or any other relevant factors. The head office address for Marvel is Suite 420, 505-8th Avenue SW, Calgary AB T2P 1G2. The address for Matheson is Suite 420, 505-8th Avenue SW, Calgary AB T2P 1G2.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Marvel Biosciences Corp.
Marvel Biosciences Corp., and its wholly owned subsidiary, Marvel Biotechnology Inc., is a Calgary-based pre- clinical stage pharmaceutical development biotechnology company that utilizes a "drug redevelopment" approach to drug development. Historically, when a new class of drug is developed, it is optimized for a particular target, but typically only approved for a specific disease. Often, a new disease is identified which involves the same target, however, pending the remaining patent life, the originally approved drug may not have sufficient time left for it to be commercially viable to be developed for the new disease indication. Marvel develops new synthetic chemical derivatives of the original approved drug for the new disease indication. Patent protection is sought, as the new potential asset is developed by the Company. The Company believes the business model results in significantly less risk, cost and time to develop its assets compared to traditional biotechnology companies.
Marvel Biotechnology Inc. has currently developed several new chemical entities, using synthetic chemical derivatives of known, off-patent drugs, that inhibit the A2a adenosine receptor with application to neurological diseases (depression & anxiety, Alzheimer's, ADHD), and the non-neurological conditions of cancer and non- alcoholic steatohepatitis. Marvel is also exploring additional undisclosed targets to expand its asset pipeline.
Virtus Advisory Group
Marvel Biosciences Corp.
Roderick (Rod) Matheson, Chief Executive Officer or
Dr. Mark Williams, President, and Chief Science Officer
Tel: 403 770 2469
This press release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding Marvel's business, the Private Placement, including the potential closing of a second tranche of the Private Placement and the use of proceeds of the Private Placement. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Marvel's control, including the impact of general economic conditions, the current share price of Marvel's common shares, TSX Venture acceptance and market acceptance of the Private Placement, industry conditions, currency fluctuations, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Marvel believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward looking information. As such, readers are cautioned not to place undue reliance on the forward looking information, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Marvel does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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