Marvel Biosciences Corp. — Capital/Financing Update 2021

Apr 19, 2021

NEWS RELEASE

ALPHANCO VENTURE CORP. RECEIPT OF DISINTERESTED SHAREHOLDER APPROVAL TO

Vancouver, B.C., April 19, 2021 – Further to its March 17, 2021 news release, Alphanco Venture Corp. (TSX-V symbol: AVC.P) (the “ Company ” or “ AVC ”), a capital pool company (“ CPC ”) listed on the TSX Venture Exchange (the “ TSXV ”), has obtained Disinterested Shareholder Approval of the special business presented at its April 8, 2021 special shareholder meeting (the “ Meeting ”) to align the Company with the provisions of current Policy 2.4 – Capital Pool Companies (“ Updated Policy 2.4 ”) which was revised effective January 1, 2021.

At the Meeting, Shareholders were asked to pass two ordinary resolutions to be voted on by “disinterested shareholders”, which means that the votes attached to common shares held by “NonArm’s Length Parties to the CPC” (as such capitalized term is defined in the Policies of the Exchange) were excluded, effectively excluding the votes of all insiders of the Company and their Associates and Affiliates (as such capitalized terms are defined in the Policies of the Exchange) from the calculation of votes (the “ Disinterested Approval ”) on the two resolutions. The two resolutions passed by unanimous Disinterested Approval were as follows:

1. removing the applicability of section14.13 of Predecessor Policy 2.4 and adopting the current provisions of Updated Policy 2.4, thereby removing the requirement of the Company to complete a Qualifying Transaction within 24 months of its date of listing on the Exchange, and removing the associated consequences of delisting, or transfer to NEX and cancellation of certain seed shares held by insiders; and

2. amending the Company’s Escrow Agreement by adopting certain permitted changes to the Escrow Agreement provided by the provisions of Updated Policy 2.4, including changes to the escrow release schedule whereby the length of the term of the escrow will be reduced from 36 months to 18 months.

Once final TSXV approval has been obtained to the above, the Company will also be clear to complete its “Qualifying Transaction” (as defined in TSXV Policy 2.4) with Marvel Biotechnology Inc. subsequent to the March 31, 2021 deadline set by the TSXV, subject to completion of the concurrent financing and meeting the other conditions of the TSXV towards obtaining final TSXV approval of the Qualifying Transaction.

About AVC

AVC is a capital pool company pursuant to the policies of the TSX Venture Exchange with a view to completing a Qualifying Transaction. Management of the Company has been actively engaged in assessing possible projects with a view to completing an acquisition, and is working towards completing its announced Qualifying Transaction with Marvel Biotechnology Inc. (the “ Proposed Transaction ”).

For further information please contact: Joanne Yan, CEO, CFO & Director T: 604-961-8188

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.

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Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval.

Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the TSXV Filing Statement (or other disclosure documents to be prepared by the Company) to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to AVC and Marvel was supplied by the parties, 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 Proposed Transaction and the future plans and objectives of the Company and Marvel 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 Marvel include the failure to satisfy the conditions to completion of the Proposed Transaction and other risks detailed from time to time in the filings made by the Company and Marvel 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 and Marvel. As a result, the Company and Marvel cannot guarantee that the Proposed Transaction will be completed on the terms 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 and Marvel will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.