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Marvel Biosciences Corp. Proxy Solicitation & Information Statement 2021

Mar 15, 2021

47732_rns_2021-03-15_f369e7af-0333-416b-9085-0bba453eec67.pdf

Proxy Solicitation & Information Statement

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ALPHANCO VENTURE CORP.

Suite 300, 1055 West Hastings Street Vancouver, British Columbia V6E 2E9

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN THAT a special meeting (the “ Meeting ”) of the holders of common shares (the “ Shareholders ”) of Alphanco Venture Corp. (“ AVC ” or the “ Company ”) will be held at Suite 300, 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9, on Thursday, April 8, 2021 at 10:00 a.m. (Vancouver time), for the following purposes:

  • (i) To consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, removing the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date in accordance with certain changes made effective January 1, 2021 to TSX Venture Exchange (the “ Exchange ”) Policy 2.4 – Capital Pool Companies (“ Updated Policy 2.4 ”), including that there not be any cancellation of seed shares held by seed shareholders and not requiring the listing of the Company be moved to the NEX Board of the Exchange, as more particularly described in the attached information circular (“ Information Circular ”);

  • (ii) To consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving the Company making certain amendments to the Company’s escrow agreement in accordance with certain changes to 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, as more particularly described in the Information Circular; and

  • (iii) To transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Pursuant to Updated Policy 2.4, in order for the Company to align certain of its policies with Updated Policy 2.4, the Company is required to obtain the approval of disinterested shareholders of the Company to certain matters. The Company is seeking such approval at its upcoming special meeting of shareholders scheduled to be held on April 8, 2021 (the “ Meeting ”), for the following matters: (i) to remove the consequences of failing to complete a QT within 24 months of the Company’s February 28, 2019 date of listing on the Exchange (the “ Listing Date ”); and (ii) to amend the escrow release conditions and certain other provisions of the Company’s Escrow Agreement (“ Escrow Agreement ”).

The Company’s Board of directors has fixed March 4, 2021 as the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to receive such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered Shareholder of AVC and are unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with AVC’s transfer agent, Odyssey Trust Company, 350 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2, no later than 10:00 a.m. on April 6, 2021 or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any adjournment or postponement of the Meeting.

If you are a non-registered Shareholder and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

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 instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/2019-novelcoronavirus-infection.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. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak. As always, the Company encourages shareholders to vote prior to the Meeting. Shareholders are encouraged to vote on the matters before the

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Meeting by proxy and to join the Meeting by teleconference. To access the Meeting by teleconference, dial toll free at 1 855 703 8985, or local 1 778 907 2071 (Canada Toll) then dialing the Conference ID 767 535 1982 #.

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Dated at Vancouver, British Columbia, this 8th day of March, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

Signed: “ Joanne Yan

Joanne Yan, Director, CEO & CFO