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Marvel Discovery Corp. AGM Information 2022

Nov 2, 2022

43348_rns_2022-11-02_2109c1f7-257f-4e78-8c79-e7bd9efda63c.pdf

AGM Information

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NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 28, 2022

  • TO: The Shareholders of Marvel Discovery Corp.

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the Shareholders of Marvel Discovery Corp. (“ Marvel ”) will be held in Vancouver, British Columbia, at Suite 615 – 800 West Pender Street, Vancouver, BC V6C 2V6, on Monday, the 28th day of November, 2022, at 11:00 a.m., for the following purposes:

  1. To receive and consider the financial statements of Marvel for the fiscal years ended August 31, 2021 and 2020, together with the reports of the auditor thereon;

  2. To determine the number of directors to be elected to the board;

  3. To elect directors for the ensuing year or until their successors have been duly elected or appointed;

  4. To appoint auditors for the ensuing year and to authorize the directors to fix the remuneration of the auditors;

  5. To ratify, confirm and approve Marvel’s “rolling 10%” Stock Option Plan;

  6. To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice of Meeting is an Information Circular and a Form of Proxy.

At the date of this Notice and the accompanying Information Circular, it is the intention of Marvel to hold the Meeting at the location stated above in this Notice. Marvel is continuously monitoring the status of the coronavirus (“COVID-19”) outbreak. In light of the frequently changing public health guidelines related to COVID-19, Marvel ENCOURAGES SHAREHOLDERS AND PROXYHOLDERS NOT TO ATTEND THE MEETING IN PERSON AND URGES ALL SHAREHOLDERS TO VOTE BY PROXY IN ADVANCE OF THE MEETING IN ACCORDANCE WITH THE INSTRUCTIONS BELOW.

Marvel reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. If any such changes to the Meeting format occur, Marvel will announce any and all of these changes by way of news release, which will be filed under Marvel’s profile on SEDAR as well as on Marvel’s website at

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https://marveldiscovery.ca/. Marvel strongly recommends that you check Marvel’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, Marvel will not prepare or mail an amended notice, information circular or meeting materials.

If you are a registered shareholder of Marvel and, otherwise, unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Marvel’s transfer agent, Computershare Investor Services Inc., 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of Marvel and received this Notice of Meeting and accompanying materials through a stockbroker, securities dealer, bank, trust company, trustee or nominee of any of the foregoing that holds your securities on your behalf (each, an “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 24th day of October, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

“Karim Rayani” Karim Rayani President and Chief Executive Officer

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