Marvel Biosciences Corp. — Proxy Solicitation & Information Statement 2021

Mar 15, 2021

ALPHANCO VENTURE CORP.

NOTICE OF SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON APRIL 8, 2021

AND

INFORMATION CIRCULAR

MARCH 8, 2021

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.

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

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ALPHANCO VENTURE CORP.

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

INFORMATION CIRCULAR

This Information Circular (the “ Circular ”) accompanies the Notice of the special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Shares ” or “ Common Shares ”) of Alphanco Venture Corp.(the “ Company ” or “ AVC ”), and is furnished to Shareholders holding Shares of the Company in connection with the solicitation by management of AVC of proxies to be voted at the Meeting to be held at 10:00 am on Tuesday, April 8, 2021 at Suite 300, 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9 or at any adjournment or postponement thereof.

COVID-19

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-novel-coronavirus-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 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) and then dialing the Conference ID 7675351982 and then the # key.

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The date of this Circular is March 8, 2021. The Company has its common shares listed on the TSX Venture Exchange (the “ Exchange ”) as a capital pool company. Accordingly, material activities of the Company are subject to compliance with the policies of the Exchange which are incorporated by reference herein, and while the Company is a capital pool company it is specifically subject to the provisions of Policy 2.4 – Capital Pool Companies (“ Updated Policy 2.4 ”) which was revised effective January 1, 2021.

No person has been authorized to give any information or to make any representation in connection with matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisers in connection therewith.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. AVC does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that AVC has requested brokers and nominees who hold stock in their respective names to furnish the proxy-related materials to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by AVC. No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies.

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If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

The Company has arranged for intermediaries to forward the Meeting materials to beneficial owners of Shares (the “ Beneficial Shareholders ”) held of record by those intermediaries. The Company has distributed or made available for distribution, copies of the Notice, this Circular and form of proxy to clearing agencies, securities dealers, banks and trust companies or their nominees (collectively, the “ Intermediaries ”) for distribution to Beneficial Shareholders held of record by those Intermediaries. Such Intermediaries are required to forward such documents to the Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. The solicitation of proxies from Beneficial Shareholders will be carried out by the Intermediaries or by AVC if the names and addresses of the Beneficial Shareholders are provided by Intermediaries. AVC will pay the permitted fees and costs of the Intermediaries for reasonable fees and disbursements incurred in connection with the distribution of these materials.

AVC does not intend to pay for Intermediaries to forward to objecting Beneficial Shareholders under NI 54-101 the proxy-related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary . An objecting Beneficial Shareholder will not receive such materials unless the objecting Beneficial Shareholder’s Intermediary assumes the cost of delivery.

These proxy-related materials are being sent to both registered and non-registered Shareholders. If you are a nonregistered Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your Shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Appointment of Proxy

Registered shareholders (“ Registered Shareholders ”) are entitled to vote at the Meeting. On a show of hands, every Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of March 4, 2021 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting. The list of Registered Shareholders is available for inspection during normal business hours at the offices of Odyssey Trust Company Ltd. (“ Odyssey Trust Company ”) and will be available at the Meeting.

The persons named as proxyholders (the “ Designated Persons ”) in the enclosed form of proxy are directors and/or officers of AVC.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company’s registrar and transfer agent, Odyssey Trust Company at their offices located at 350 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2, by mail, or by fax at 1-800-517-4553, or by email at proxy@odysseytrust.com no later than 10:00 am on Friday, 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.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

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Revocation of Proxy

A Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder’s attorney-in-fact authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (a) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (b) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Common Shares and Proxies and Exercise of Discretion by Designated Persons

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Shares represented will be voted or withheld from the vote on that matter accordingly. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY AND FOR THE NOMINEES OF THE BOARD FOR DIRECTORS AND AUDITOR .

The enclosed form of proxy confers discretionary authority upon the Designated Persons with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of AVC is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those Shareholders who do not hold shares in their own name. Beneficial Shareholders who do not hold their shares in their own name should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting .

If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person well in advance of the Meeting .

The Company does not have access to names of Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the Form of

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Proxy provided to Registered Shareholders by AVC. However, its purpose is limited to instructing the Registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Shares to be voted at the Meeting. Beneficial Shareholders are requested to complete and return the voting instructions to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge’s dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have its Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for a Registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the proxy well in advance of the Meeting to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent).

Alternatively, a Beneficial Shareholder may request in writing that his, her or its broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend the Meeting and vote his, her or its Shares.

PARTICULARS OF MATTERS TO BE ACTED ON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value. As of the record date, determined by the Board to be the close of business on March 4, 2021, a total of 7,032,800 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only Registered Shareholders as of the record date, March 4, 2021, are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercised control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares of AVC, except as set forth below:

Name of Shareholder	Number of Shares Owned	Percentage of Outstanding Shares(1)(2)
Joanne Yan	900,000	12.8%
Michael Woods	900,000	12.8%

Notes:

(1) Based on 7,032,800 Shares issued and outstanding as of the date of this Circular.

(2) The above information was supplied by the Transfer Agent, as of the record date.

Elimination of the Requirement to Complete a Qualifying Transaction Within 24 Months of Its Listing Date and Associated Consequences

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution (in the form set forth below) (the “ 24 Month Resolution ”) of disinterested Shareholders, as further explained below, removing the applicability of section14.13 of the predecessor version of Policy 2.4 (the “ Predecessor Policy 2.4 ”) to reflect Updated Policy 2.4, thereby removing the requirement of the Company to complete a “ Qualifying Transaction ” (as defined in Updated Policy 2.4) within 24 months of its date of listing on the Exchange (the “ Listing Date ”), and removing the associated consequences of not completing such requirement. The Listing Date of the Company was February 28, 2019 and accordingly it has not completed a Qualifying Transaction within 24 months of its Listing Date.

Under Predecessor Policy 2.4, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences (“ Predecessor Policy 2.4 Consequences ”) of either:

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• (i) having its Common Shares delisted or suspended from the Exchange, or

• (ii) subject to obtaining the approval of a majority of Shareholders at a properly constituted meeting or by consent resolution, transferring the Common Shares to list on the NEX Board of the Exchange and cancelling certain seed Common Shares (“ Seed Shares ”), which in the Company’s case would be 50% of Seed Shares held by Non-Arm’s Length Parties to the CPC (as such capitalized terms are defined in the Policies of the Exchange, with a focus on those shareholders who received Seed Shares at less than the price per Common Share that the Company sold in its initial public offering).

The Updated Policy 2.4 eliminates the requirement for the Company to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the Predecessor Policy 2.4 Consequences. Company management, while disclosing that they are conflicted, believe that the removal of the requirement to complete a Qualifying Transaction within 24 months of its Listing Date, and the Predecessor Policy 2.4 Consequences, will put the Company in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders, the Company and the resulting issuer, by allowing increased flexibility to complete such a transaction.

The 24 Month Resolution requires the approval of disinterested shareholders (the “ Disinterested Approval ”) which means that the votes attached to Common Shares held by Non-Arm’s Length Parties to the CPC (as such capitalized terms are defined in the Policies of the Exchange) are excluded which effectively excludes 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 on the 24 Month Resolution. Accordingly, the following directors, officers and deemed insiders, who in aggregate, hold or control, directly or indirectly, 2,700,000 Common shares, will be excluded from the vote: Joanne Yan, Michael Woods, Hannah Wu, and Jackie Cheung and their Associates and Affiliates.

The Board recommends the adoption of the 24 Month Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the 24 Month Resolution.

The text of the 24 Month Resolution to be submitted to disinterested Shareholders for Disinterested Approval at the Meeting is set forth below:

“BE IT RESOLVED BY DISINTERESTED APPROVAL THAT:

1. subject to the approval of the Exchange, the removal of the potential consequences of the Company failing to complete a Qualifying Transaction within 24 months after the date of listing of the Common Shares on the Exchange under Policy 2.4 in accordance with the 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, is hereby authorized, confirmed and approved; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

Amendments to the CPC Escrow Agreement Reducing the Escrow Term from 36 Months to 18 Months

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders, and thereby obtain Disinterested Approval, in the form set out below (the “ Amended Escrow Agreement Resolution ”), allowing the Company to make certain amendments to the Company’s CPC escrow agreement dated January 21, 2019 (the “ Escrow Agreement ”) to reflect the Updated Policy 2.4.

The current Escrow Agreement was initially entered into under Predecessor Policy 2.4 and in the form of escrow agreement published by the Exchange as at June 14, 2010. The current Escrow Agreement imposes restrictive escrow conditions on the securities held by directors, officers and the holders of seed shares acquired prior to the completion of the Company’s IPO. For the Company, such securities are subject to restrictions on transfer until the completion of a Qualifying Transaction, after which such securities begin to be released over a 36 month period. Under Updated Policy 2.4 and the new CPC Form of Escrow Agreement effective as at January 1, 2021, the Company’s escrowed securities will be subject to only an 18 month escrow release schedule, whereby 25% of the escrowed securities will be released from escrow on the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction, and 25% of the escrowed securities will be released from escrow on each of the 6, 12 and 18 months following such date.

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In addition, the Company wishes to amend the Escrow Agreement as follows to also reflect the Updated Policy 2.4: (i) all options granted prior to the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Company’s IPO with an exercise price that is less than the issue price of the Common Shares issued in the IPO and (b) any Common Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the schedule set out above.

The Amended Escrow Agreement Resolution requires Disinterested Approval. All parties to the Escrow Agreement, who in aggregate, hold or control, directly or indirectly, 2,700,000 Common Shares, including the following directors, officers and deemed insiders of the Company, will be excluded from the vote: Joanne Yan, Michael Woods, Hannah Wu, and Jackie Cheung and their Associates and Affiliates.

If the Amended Escrow Agreement Resolution receives Disinterested Approval, the Company will work with the escrow agent to finalize the amendments and a new Escrow Agreement will replace the current Escrow Agreement, and this new Escrow Agreement will be filed on SEDAR. If not approved, the current Escrow Agreement will continue in full force and effect.

The Board recommends the adoption of the Amended Escrow Agreement Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Amended Escrow Agreement Resolution.

The text of the Amended Escrow Agreement Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED BY DISINTERESTED APPROVAL THAT:

1. subject to the approval of the Exchange, the Escrow Agreement is hereby amended consistent with the escrow provisions of the Updated Policy 2.4, including changes to the escrow release schedule contained in the Updated Policy 2.4 whereby the length of the term of the escrow will be reduced from 36 months to 18 months; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

As also disclosed elsewhere in this Circular, the directors and executive officers of the Company have a material interest by way of beneficial ownership of Shares of AVC in the matters to be acted upon at the Meeting.

ADDITIONAL INFORMATION

Additional information relating to AVC is available at www.sedar.com under the Company's profile. Shareholders may contact the Company at its head office by mail at Suite 300, 1055 West Hastings Street, Vancouver, BC V6E 2E9, to request copies of the Company’s financial statements and related Management’s Discussion and Analysis (the “ MD&A ”). Financial information is provided in the audited financial statements and MD&A for AVC for its year ended July 31, 2020.

OTHER MATTERS

Management of AVC knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting included at the beginning of this Circular. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named in the proxy to vote on such matters in accordance with their best judgment.

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APPROVAL OF THE BOARD OF DIRECTORS

The Board has authorized and approved the content of this Circular has been approved and the delivery of it to each Shareholder of AVC entitled to receive it and to the appropriate regulatory agencies.

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

ON BEHALF OF THE BOARD OF ALPHANCO VENTURE CORP.

Signed: “Joanne Yan”

Joanne Yan Director, CEO & CFO