Marvel Biosciences Corp. — Proxy Solicitation & Information Statement 2020

Dec 1, 2020

ALPHANCO VENTURE CORP.

SUPPLEMENT TO MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL & SPECIAL MEETING

OF SHAREHOLDERS

THAT HAS BEEN CALLED FOR DECEMBER 15, 2020 AT 10:00AM PST AT SUITE 300, 1055 WEST HASTINGS STREET, VANCOUVER

AND

WILL BE ADJOURNED TO DECEMBER 30, 2020 AT 9:00AM PST AT 2110 28[TH] STREET, WEST VANCOUVER, BC V7V 4M3

SUPPLEMENT DATED NOVEMBER 27, 2020

Alphanco Venture Corp. Suite 300, 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9 T: (604) 925-0551

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Circular, you should immediately contact your advisor.

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Alphanco Venture Corp. (the “ Company ”) is sending this supplement (the “ Supplement ”) to its shareholders (“ Shareholders ”) with respect to its previously delivered notice and management information circular dated November 13, 2020 (the “ Circular ”) in order to advise Shareholders of Shareholders’ dissent rights (“ Dissent Rights ”), pursuant to the Business Corporations Act (British Columbia), with respect to the management proposed special resolution (“ Continuance Resolution ”) approving the continuance (“ Continuance ”) of the Company out of British Columbia and into Alberta to be considered at the annual and special shareholder meeting (the “ Meeting ”) of the Company called for December 15, 2020.

As disclosed in the Circular, the Company entered into an agreement dated October 28, 2020 (the “ Agreement ”) pursuant to which the Company will acquire (the “ RTO Transaction ”) all of the outstanding shares of Marvel Biotechnology Inc. (“ Marvel ”), an Alberta based biotechnology company that utilizes a “target repurposing” approach to drug development. The RTO Transaction is intended to be the “Qualifying Transaction” for the Company as defined under TSX Venture Exchange policies.

Conditional and effective upon the closing of the RTO Transaction, the shareholders (“ Shareholders ”) are being asked by management to approve the Continuance Resolution for the reasons set out in the Circular.

Pursuant to the Circular, you were notified that the Meeting has been called for December 15, 2020 at 10:00am at the Company’s offices in Vancouver. The Meeting will convene as called and a quorum for the Meeting determined, however, in order to provide Shareholders with the Prescribed Notice Period (as defined below) to exercise their Dissent Rights, the Meeting will be adjourned before addressing the business of the Meeting and reconvene on December 30, 2020 at 9:00am PST at which date the Continuance Resolution and all other resolutions set out in the Circular will be voted on. The adjourned Meeting will be located at 2110 28[th] Street, West Vancouver, BC V7V 4M3 (in anticipation that the Company’s office location being closed).

You should carefully consider all the information in the Circular and this Supplement and consult your financial, legal or other professional advisors if you require assistance.

Dissent Rights

Section 309 of the Business Corporations Act (British Columbia) (“ BCBCA ”) gives to Shareholders who object to the continuance (“ Continuance ”) of the Company out of British Columbia and into Alberta the right to dissent (the “ Dissent Rights ”) under Division 2 of Part 8 and to be paid the fair value of their common shares (“ Shares ” or “ Common Shares ”) determined as of the day before the special resolution approving the Continuance (the “ Continuance Resolution ”) is passed.

Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary and who wish to dissent should contact the registered shareholder (“Registered Shareholder”) of their Common Shares for assistance with exercising the Dissent Right.

The Dissent Rights are briefly summarized below, but Shareholders are referred to the full text of Sections 237 to 247 of the BCBCA for a complete understanding of the Dissent Rights under the BCBCA. A copy of those provisions of the BCBCA is attached to this Supplement as Schedule “1”.

Shareholders are entitled to twenty-one (21) clear days notice (the “ Prescribed Notice Period ”) of their Dissent Rights prior to the date that the Continuance Resolution is to be voted on. The Meeting date is scheduled for December 15, 2020 but will now be adjourned (the “ Adjourned Meeting Date ”) to December 30, 2020 at 9:00am to provide Shareholders with the Prescribed Notice Period for exercise of their Dissent Rights should they choose to do, including the right to change their proxy by delivering same up to two business days before the Adjourned Meeting Date.

A dissenting Shareholder who is a Registered Shareholder and who wishes to exercise their Dissent Rights is required to send to the Company, at 300 – 1055 West Hastings St., Vancouver, British Columbia V6E

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2E9, Attention: General Counsel and Corporate Secretary, a written notice of dissent in respect of the Continuance Resolution at least two business days prior to the Adjourned Meeting Date (and if necessary, to submit their revised proxy consistent with such dissent). A vote against the Continuance Resolution or an abstention does not constitute a written objection. However, a notice of dissent is not effective if, among other things, the Shareholder giving a dissent notice consents to or votes in favour of the Continuance Resolution.

If the Continuance Resolution is adopted, the Company is required to give notice to the dissenting Shareholder that the Company intends to act, or has acted, upon that resolution and advising the dissenting Shareholder of the manner in which dissent is to be completed. Upon receipt of the notice from the Company, a dissenting Shareholder then has one month within which to submit to the Company or its transfer agent the share certificates representing the dissenting Shareholder’s Common Shares, along with written notice that the dissenting Shareholder requires the Company to purchase its Common Shares, upon the doing of which the dissenting Shareholder will be deemed to have sold, and the Company will be deemed to have purchased, the dissenting Shareholder’s Common Shares.

If the Company and the dissenting Shareholder cannot agree on the payout value for the dissenting Shareholder’s Common Shares, either the dissenting Shareholder or the Company may apply to the court to fix the fair value of the dissenting Shareholder’s Common Shares. The court can either fix a payout value or order the matter to be determined by arbitration or by reference to the registrar or a referee of the court. The Company may not make payment to a dissenting Shareholder where there are reasonable grounds for believing that the Company is insolvent or that payment would render the Company insolvent.

If the Continuance is not implemented for any reason, dissenting Shareholders will not be entitled to be paid the fair value for their Common Shares and the dissenting Shareholders will be entitled to the return of any share certificates delivered to the Company in connection with the exercise of Dissent Right.

Shareholders who wish to exercise their Dissent Rights should carefully review the dissent procedures described in Sections 237 to 247 of the BCBCA and seek legal advice, as failure to adhere strictly to the Dissent Rights requirements may result in the loss of any right to dissent.

In view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, Shareholders follow the guidelines of the Public Health Agency of Canada (www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html). The Company encourages Shareholders not to attend the Meeting in person if experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the Meeting by proxy and to join the adjourned Meeting by teleconference. To access the adjourned Meeting by teleconference, dial toll free at 1 855 703 8985, or local 1 778 907 2071.

APPROVAL OF THE BOARD OF DIRECTORS

The Board has authorized and approved the content of this Supplement as at November 27, 2020 and the delivery of it to each Shareholder of the Company and to the appropriate regulatory agencies.

ON BEHALF OF THE BOARD ALPHANCO VENTURE CORP. Signed: “Joanne Yan”

Joanne Yan Director, CEO & CFO

Schedule “1”

Business Corporations Act (British Columbia)

Division 2 — Dissent Proceedings

Definitions and application

237 (1) In this Division:

• "dissenter" means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

"notice shares" means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

"payout value" means,

• (a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

• (b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

• (c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

• (d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

• (2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

• (a) the court orders otherwise, or

• (b) in the case of a right of dissent authorized by a resolution referred to in section 238

• (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder's shares carry the right to

vote, is entitled to dissent as follows:

• (a) under section 260, in respect of a resolution to alter the articles

• (i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on,

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(ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91, or (iii) without limiting subparagraph (i), in the case of a benefit company, to alter the company's benefit provision;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;

(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution;

(h) in respect of any court order that permits dissent.

(1.1) A shareholder of a company, whether or not the shareholder's shares carry the right to

vote, is entitled to dissent under section 51.995 (5) in respect of a resolution to alter its notice of articles to include or to delete the benefit statement.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and

(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a)dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

(b)cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

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(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a)provide to the company a separate waiver for

(i)the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and

(ii)each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and

(b)identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a)the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

(b)any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1)If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a)a copy of the proposed resolution, and

(b)a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred

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to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a)a copy of the proposed resolution, and

(b)a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares

registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

• (a)a copy of the resolution,

• (b)a statement advising of the right to send a notice of dissent, and

• (c)if the resolution has passed, notification of that fact and the date on which it was passed.

(4)Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

• (a)a copy of the entered order, and

• (b)a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) or (1.1) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i)the date on which the shareholder learns that the resolution was passed, and

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(ii)the date on which the shareholder learns that the shareholder is entitled to dissent.

• (2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

• (a)on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or (b)if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

• (3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

• (a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

• (b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

• (a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

• (b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

• (i) the names of the registered owners of those other shares,

• (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

• (iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

• (c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

• (i) the name and address of the beneficial owner, and

• (ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that

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beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

• (a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

• (i) the date on which the company forms the intention to proceed, and

(ii) the date on which the notice of dissent was received, or

• (b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

• (2) A notice sent under subsection (1) (a) or (b) of this section must

• (a) be dated not earlier than the date on which the notice is sent,

• (b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and

(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to

proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,

• (b) the certificates, if any, representing the notice shares, and

(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2)The written statement referred to in subsection (1) (c) must

• (a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

• (i) the names of the registered owners of those other shares,

• (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

• (iii) that dissent is being exercised in respect of all of those other shares.

• (3) After the dissenter has complied with subsection (1),

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(a) the dissenter is deemed to have sold to the company the notice shares, and

(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

• (a) promptly pay that amount to the dissenter, or

• (b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

• (2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

• (a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,

• (b)join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and

• (c)make consequential orders and give directions it considers appropriate.

• (3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

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• (a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or

• (b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

• (4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

• (a)the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

• (b)if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

• (5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

• (a) the company is insolvent, or

• (b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

• (a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

(b) the resolution in respect of which the notice of dissent was sent does not pass; (c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

• (e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

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(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

(h) the notice of dissent is withdrawn with the written consent of the company;

(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases

to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.