Marvel Discovery Corp. — AGM Information 2022

Nov 2, 2022

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;
• 1. To determine the number of directors to be elected to the board;
• 1. To elect directors for the ensuing year or until their successors have been duly elected or appointed;
• 1. To appoint auditors for the ensuing year and to authorize the directors to fix the remuneration of the auditors;
• 1. To ratify, confirm and approve Marvel's "rolling 10%" Stock Option Plan;
• 1. 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 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

INFORMATION CIRCULAR

INFORMATION PROVIDED AS AT OCTOBER 24, 2022 FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 28, 2022 (THE "MEETING").

This Information Circular (this "Circular") is furnished in connection with the solicitation of proxies by management ("Management") of Marvel Discovery Corp. ("Marvel") for use at the Meeting (or any adjournment thereof), at the time and place and for the purposes set forth in the Notice of Meeting. It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally or by telephone by directors, officers or arms-length third parties appointed by Marvel. Management is unable at this time to accurately estimate what the cost of such solicitation may be.

All costs of this solicitation will be borne by Marvel.

All dollar amounts in this Circular are in Canadian currency unless otherwise specified.

RECORD DATE

Management has set October 24, 2022 as the record date (the "Record Date") for determining which shareholders shall be entitled to receive notice of the Meeting. Only shareholders of record (the "Shareholders") at the close of business on the Record Date, who either attend the Meeting personally or complete and deliver the form of proxy in the manner and subject to the provisions discussed below, will be entitled to vote or to have their shares voted at the Meeting.

COVID-19 MEETING PROTOCOL

At the date of this Circular and the accompanying Notice it is the intention of Marvel to hold the Meeting at the location stated in the 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 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.

APPOINTMENT OF PROXYHOLDERS AND REVOCATION OF PROXIES

The persons named in the Form of Proxy as proxy holders are directors or officers of Marvel (the "Management Designees"). A Shareholder has the right to appoint some other person (who need not be a Shareholder) to represent him or her at the Meeting and may do so, either by striking out the printed names and inserting the desired person's name in the blank space provided in the Form of Proxy or by completing another proper form of proxy and delivering it to Computershare Investor Services Inc. ("Computershare") at the address set out in "Voting of Proxies". If you appoint a proxyholder, other than the Management Designees, that proxyholder must attend and vote at the Meeting for your vote to be counted.

A Shareholder who has given a Proxy may revoke it by an instrument in writing, duly executed by the Shareholder or where the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation and delivered to Marvel's registered office, Suite 2900-595 Burrard Street, Vancouver, BC Canada V7X 1J5 at any time up to and including the last business day that precedes the day of the Meeting or, if adjourned, the day that precedes any reconvening thereof, or to the Chairman of the Meeting, on the day of the Meeting or, if adjourned, any reconvening thereof, or in any manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken before the revocation.

VOTING OF PROXIES

Shareholders may choose one of the following options to submit their proxy:

• (a) completing, dating and signing the Form of Proxy and returning it to Computershare, by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by hand delivery at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9;
• (b) using a touch-tone phone to transmit voting choices to Computershare's toll-free number. Shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number, the holder's account number and the control number; or
• (c) using the internet through Computershare's website at www.investorvote.com. Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the control number.

In all cases, Shareholders must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting, or the adjournment thereof, at which the proxy is to be used.

If the Proxy is completed, signed and delivered as prescribed above, the persons named as proxyholders in the Proxy will vote or withhold from voting the shares in respect of which they are appointed in accordance with the instructions of the Shareholder appointing them. The Proxy confers discretionary authority upon the proxyholders with respect to all other matters or variations to matters which may properly come before the Meeting or an adjournment thereof. As of the date of this Circular, Marvel knows of no such amendments, variations or other matters to come before the Meeting, other than matters referred to in the Notice of Meeting; however, if other matters should properly come before the Meeting, the Proxy will be voted on such matters in accordance with the best judgement of the person or persons voting the Proxy.

If no choice is specified by a Shareholder in the Proxy with respect to a matter identified in the Proxy or any amendment or variations to such matters, it is intended that the person designated by Management in the Proxy will vote the shares therein represented in favour of each matter identified on the Proxy and for the nominees of Management for directors and auditors.

BENEFICIAL HOLDERS OF COMMON SHARES

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold common shares in their own name. Shareholders who do not hold their shares in their own name ("Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of Marvel as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases those common shares will not be registered in the Beneficial Shareholder's name on the records of Marvel. Such common shares will more likely be registered under the name of the Beneficial Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered 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), and in the United States, under the name of Cede & Co. as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks). Common shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person.

Applicable regulatory policies require 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 common shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the Proxy provided to Shareholders by Marvel. However, its purpose is limited to instructing the 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 Investor Communication Solutions ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote common shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of common shares must be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted.

Marvel is not using the "notice-and-access" provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuers ("NI 54-101") in connection with the delivery of the meeting materials in respect to the Meeting.

This Circular and accompanying materials are being sent to both Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own ("OBOs" for Objecting Beneficial Owners) and those who do not object to their identity being made known to the issuers of the securities they own ("NOBOs" for

Non-Objecting Beneficial Owners). Subject to the provision of NI 54-101 issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. If you are a Beneficial Shareholder, and Marvel or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf.

Marvel has decided to take advantage of the provisions of NI 54-101 that permit it to deliver proxy related materials directly to its NOBOs. By choosing to send these materials to you directly, Marvel (and not the intermediary holding common shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. As a result, if you are a NOBO of Marvel, you can expect to receive a scannable Voting Instruction Form ("VIF") from Computershare. Please complete and return the VIF to Computershare in the envelope provided or by facsimile. In addition, telephone voting and internet voting instructions can be found in the VIF. Computershare will tabulate the results of the VIFs received from Marvel's NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

Marvel does not intend to pay for intermediaries such as stockbrokers, securities dealers, banks, trust companies, trustees and their agents and nominees ("Intermediaries") to forward the proxy related materials to OBOs. Accordingly, OBOs will not receive such documents unless their respective Intermediaries assume the cost of forwarding such documents to them.

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

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at the Record Date, there were a total of 102,198,528 common shares outstanding. Each common share entitles the holder thereof to one vote.

To the knowledge of Marvel's directors and executive officers, no person or company beneficially owns, or controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to Marvel's issued and outstanding common shares as at the Record Date.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Circular, no director, executive officer, proposed management nominee, or any associate or affiliate thereof has any material interest, direct or indirect, by way of beneficial ownership of shares of Marvel or otherwise in the matters to be acted upon at the Meeting, other than the election of directors or the appointment of auditors.

FIXING THE SIZE OF THE BOARD OF DIRECTORS

It is intended that the number of directors to be elected by the Shareholders will be established at three (3). This requires the approval of the Shareholders by an ordinary resolution which approval will be sought at the Meeting.

ELECTION OF DIRECTORS

At the Meeting, Shareholders will be called upon to elect three (3) directors for the ensuing year or until their successors are duly elected or appointed, unless the director's office is earlier vacated in accordance with the Articles of Marvel, or unless they become disqualified to act as a director. While Management does not contemplate that any of its nominees will be unable to serve as a director, if any Management nominee should become unavailable, the Proxy will be voted for substitute nominees as may be nominated by Management. Set forth below is information regarding each Management nominee for election as a director of Marvel:

Name and Present Position with Marvel and Residence	Principal Occupation or Employment	Director Since	Approximate Number of Shares Beneficially Owned Directly or Indirectly as of the Record Date (2)
Karim Rayani(1) British Columbia, Canada President, Chief Executive Officer and Director	CEO and Director of Falcon Gold Corp. (TSXV) June 2019 to present. CEO and Director of Power One Resources Corp. March 2021 to present. Chair of R7 Capital Ventures Ltd; and Chair of District 1 Exploration Corp.	July 9, 2020	1,345,000 (direct) 7,848,000(3) (indirect)
Fraser Rieche(1) British Columbia, Canada Director	Consultant-Special Projects (January 2006 to present) – Calkins & Burke Ltd.; Director – Solid Resources Ltd. (May – November 2006); Director- Ialta Industries Ltd. (September – November 2007)	August 25, 2016	400,000 (direct)
Diana Alvarez(1) British Columbia, Canada Corporate Secretary and Director	Securities Paralegal. Corporate Secretary of Falcon Gold Corp. (TSXV) from May 2022 to present.	May 25, 2022	Nil

(1) Member of the Audit Committee.

(2) Based upon information provided by the directors.

(3) Registered to R7 Capital Ventures Ltd, a private company controlled by Mr. Rayani.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

To the best of knowledge of the Company, none of the proposed directors, including any personal holding company of a proposed director:

• (a) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
• (i) was subject to an order that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or
• (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that

occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or

• (b) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;
• (c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;
• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000, or before December 31, 2000 if the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director, or
• (e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

STATEMENT OF CORPORATE GOVERNANCE

National Instrument 58-101, Disclosure of Corporate Governance Practices, requires all companies to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the "Guidelines") adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by Marvel in adopting its corporate governance practices. Marvel's approach to corporate governance is set out below.

Board of Directors

As at the Record Date, Marvel's Board of Directors (the "Board") consists of three (3) directors: Karim Rayani, Fraser Rieche and Diana Alvarez.

The Guidelines suggest that the board of every listed company should be constituted with a majority of individuals who qualify as "independent" directors under section 1.4 of NI 52-110. A director is independent if the individual has no direct or indirect material relationship with Marvel which could, in the view of Marvel's Board, be reasonably expected to interfere with the exercise of a director's independent judgment whether on the Board or a committee of the Board. Notwithstanding the foregoing, an individual who is, or has been within the last three years, an employee or executive officer of Marvel is considered to have a material relationship with Marvel.

Fraser Rieche is independent under NI 52-110. Karim Rayani is not independent because he is the President and the Chief Executive Officer of Marvel. Diana Alvarez is not independent because she is the Corporate Secretary of Marvel.

Directorships

The following table sets forth the current directors of Marvel who currently serve as directors of other reporting issuers:

Name of Director	Other Reporting Issuers
Karim Rayani	Falcon Gold Corp. (TSXV)
	Power One Resources Corp. (Reporting Issuer)
Fraser Rieche	Power One Resources Corp. (Reporting Issuer)

Orientation and Continuing Education

Marvel does not have a formal orientation and education program for new directors; however, any new directors will be given the opportunity to familiarize themselves with Marvel's operations and the current directors and members of management. Directors are also encouraged and given the opportunity for continuing education.

Ethical Business Conduct

The Board has not yet adopted a formal written Code of Business Conduct and Ethics. In recruiting new board members, the Board considers only persons with a demonstrated record of ethical business conduct.

Nomination of Directors

The Board is responsible for selecting any new nominees to the Board, although no formal process has been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the Chief Executive Officer. The Board monitors, but does not formally assess, the performance of individual Board members or committee members or their contributions.

Board Committees

At this time, Marvel has an audit committee (the "Audit Committee"). For details on the Audit Committee please refer to the "Audit Committee" section.

Assessments

The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on Marvel's size, stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The Board is responsible for selecting new directors and assessing current directors. A proposed director's credentials are reviewed in advance of a Board meeting by one or more members of the Board prior to the proposed director's nomination.

STATEMENT OF EXECUTIVE COMPENSATION

Interpretation

For the purpose of this Statement of Executive Compensation:

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by Marvel or one of its subsidiaries for services provided or to be provided, directly or indirectly, to Marvel or any of its subsidiaries;

"external management company" includes a subsidiary, affiliate or associate of the external management company;

"NEO" or "named executive officer" means each of the following individuals:

• (a) each individual who, in respect of Marvel, during any part of the most recently completed financial year, served as chief executive officer ("CEO") including an individual performing functions similar to a CEO;
• (b) each individual who, in respect of Marvel, during any part of the most recently completed financial year, served as chief financial officer ("CFO") including an individual performing functions similar to a CFO;
• (c) in respect of Marvel and its subsidiaries, the most highly compensated executive officer other than the individual identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than \$150,000 for that financial year; and
• (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of Marvel, and was not acting in a similar capacity, at the end of that financial year.

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

Named Executive Officers

During the fiscal year ended August 31, 2022, the following individuals were NEOs of Marvel:

• x Karim Rayani, CEO and President
• x Geoffrey Balderson, CFO

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by Marvel or its subsidiaries, to each NEO and director of Marvel, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct or indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of Marvel for services provided and for services to be provided, directly or indirectly, to Marvel or its subsidiaries in the two most recently completed financial years ended August 31, 2022 and 2021.

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission (\$)	Bonus (\$)	Committee or meeting fees (\$)	Value of perquisites (\$)	Value of all other compensation (\$)	Total compensation (\$)
Karim Rayani(1) CEO, President and Director	2022(8) 2021	96,000(9) 96,000(9)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	96,000 96,000
Geoff Balderson(2) CFO	2022(8) 2021	24,000 8,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	24,000 8,000
Fraser Rieche(3) Director, Former CFO and Secretary	2022(8) 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Diana Alvarez(4) Director and Secretary	2022(8) 2021	9,375 N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	9,375 N/A
Gary Musil(5) Former CEO, President and Director	2022(8) 2021	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil
Brent Griffin(6) Former Director	2022(8) 2021	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil
Mark Luchinski(7) Former Director	2022(8) 2021	25,000 17,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	25,000 17,500

(1) Mr. Rayani was appointed as CEO, President and a Director of the Company on July 9, 2020.

(2) Mr. Balderson was appointed as CFO of the Company on January 19, 2021.

(3) Mr. Rieche was appointed as a Director of the Company on August 25, 2016. He served as CFO and Corporate Secretary from June 27, 2017 until January 18, 2021.

(4) Ms. Alvarez was appointed as Corporate Secretary of the Company on May 12, 2022 and as a Director on May 25, 2022.

(5) Mr. Musil was appointed as CEO, President and a Director of the Company on February 17, 2000. He resigned as CEO and President on July 9, 2020 and as a Director on July 27, 2021.

(6) Mr. Griffin served as a Director of the Company from February 20, 2007 until January 19, 2021.

(7) Mr. Luchinski served as a Director of the Company from September 11, 2020 until May 18, 2022.

(8) Amounts for 2022 are unaudited.

(9) Paid to R7 Capital Ventures Ltd., a private company controlled by Mr. Rayani.

External Management Companies

Marvel does not have any arrangements with any external management company to provide executive management services to Marvel, most of which are substantially performed by directors or senior officers of Marvel.

Stock Options and Other Compensation Securities

No options were granted to directors and NEOs under Marvel's Stock Option Plan ("Stock Option Plan") during the financial year ended August 31, 2022.

During the most recently completed financial year, 450,000 options were exercised by NEOs and directors as set out in the following table:

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security (\$)	Date of exercise (m/d/y)	Closing price per security on date of exercise (\$)	Difference between exercise price and closing price on date of exercise (\$)	Total value on exercise date (\$)
Mark Luchinski Former Director	Stock Options	450,000	\$0.10	05/05/22	\$0.155	\$0.055	\$69,750

Stock Option Plans and Other Incentive Plans

Marvel has a rolling Stock Option Plan. Pursuant to Policy 4.4 of the TSX Venture Exchange (the "Exchange"), companies that have a rolling stock option plan reserving a maximum of 10% of the issued and outstanding shares of the corporation must receive yearly shareholder approval of the stock option plan. For a summary of the Stock Option Plan, please refer to the section herein entitled "Particulars of Other Matters to be Acted Upon –Stock Option Plan". At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass the Stock Option Plan Resolution.

Employment, Consulting and Management Agreements

Karim Rayani, President and CEO and a director of Marvel

Since July 9, 2020, Marvel has had a verbal arrangement with Karim Rayani whereby Marvel pays Mr. Rayani, through his wholly owned consulting company, R7 Capital Ventures Ltd., for management services he provides to Marvel. The arrangement provides that Mr. Rayani is paid a consulting/management fee of \$8,000 per month for his services.

Oversight and Description of Director and Named Executive Officer Compensation

The Board is responsible for determining all forms of compensation, including long-term incentives in the form of stock options to be granted to Marvel's directors, officers, and eligible consultants. The Board is also responsible for reviewing recommendations for compensation of the Chief Executive Officer and other officers of Marvel, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of its officers, the Board will consider: (i) recruiting and retaining officers critical to Marvel's success and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and Marvel's shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general. Marvel's compensation program currently relies heavily on the granting of stock options and performance bonuses.

The long-term incentive program is intended to align the interests of the NEOs, directors, consultants and employees with those of Marvel's shareholders over the longer term and to provide a retention incentive for each NEO. This component of the compensation package consists of grants of options to purchase common shares. Numerous factors are taken into consideration by the Board in determining grants of options, including: a review of the previous grants (including value both at the current share prices and potential future prices), the remaining time to expiry, overall corporate performance, share price performance, the business environment and the role and performance of the individual in question.

Currently, Marvel's compensation program consists primarily of stock options. Grants of stock options are intended to align the interests of the NEOs and directors with those of Marvel's shareholders over the longer term and to provide a retention incentive for such persons. Numerous factors are taken into consideration by the Board of Directors in determining grants of options, including: a review of the previous grants (including value both at the current share prices and potential future prices), the remaining time to expiry, overall corporate performance, share price performance, the business environment and the role and performance of the individual in question. All grants of stock options are subject to the terms and conditions of Marvel's Stock Option Plan.

Pension Disclosure

Marvel does not have any pension, defined benefit, defined contribution or deferred compensation plan in place.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which Marvel had in place as at August 31, 2022 is the Stock Option Plan which was approved by Marvel's shareholders on December 15, 2020. See "Particulars Of Other Matters To Be Acted Upon – Stock Option Plan". The following table sets out, as of the end of Marvel's financial year ended August 31, 2022, all information required with respect to compensation plans under which equity securities of Marvel are authorized for issuance:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by securityholders	4,950,000(1)	\$0.09	5,269,853(2)
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	4,950,000	\$0.09	5,269,853

(1) Options outstanding which have been granted pursuant to Marvel's Stock Option Plan.

(2) Marvel currently has a "rolling" Stock Option Plan. The aggregate number of common shares reserved for issuance is a maximum of 10% of the issued and outstanding share capital of Marvel as at the date of grant. As at August 31, 2022, 5,269,853 options remain available for issuance

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

None of the executive officers, directors, employees and former executive officers, directors and employees of Marvel had amounts outstanding as at the Record Date in connection with: (a) a purchase of securities; and (b) all other indebtedness.

No person who is, or at any time during the most recently completed financial year was, a director or executive officer of Marvel, a proposed nominee for election as a director of Marvel, or an associate of any of the foregoing individuals, has been indebted to Marvel at any time since the commencement of Marvel's last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed elsewhere in this Circular or in the financial statements, no informed person of Marvel, any proposed director of Marvel, or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction since the commencement of Marvel's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Marvel. An "informed person" means a director or executive officer of a reporting issuer; a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; any person or company who beneficially owns, directly or indirectly, voting shares of a reporting issuer or who exercises control or direction over shares of the reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer; and a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

MANAGEMENT CONTRACTS

No management functions of Marvel are to any substantial degree performed by a person other than its directors or senior officers.

APPOINTMENT AND REMUNERATION OF AUDITORS

The persons named as proxyholders in the form of proxy intend to vote for the continued appointment of Crowe Mackay LLP, Chartered Professional Accountants, as Marvel's auditor until the next annual general meeting at a remuneration to be fixed by the Board.

AUDIT COMMITTEE

The Audit Committee's Charter

A copy of Marvel's Audit Committee Charter is attached as Schedule "A" to this Circular.

Composition of the Audit Committee

The following are currently the members of the Audit Committee:

	Independent (1)	Financially Literate (1)
Karim Rayani	N	Y
Fraser Rieche	Y	Y

	Independent (1)	Financially Literate (1)
Diana Alvarez	N	Y

(1) As defined by National Instrument 52-110 ("NI 52-110").

Marvel is relying on the exemption provided under Section 6.1 of NI 52–110 for venture issuers which exempts venture issuers from the requirements of Part 3 (Audit Committee Composition) and Part 5 (Reporting Obligations) of NI 52-110. Part 5 requires that if management of an issuer solicits proxies from the shareholders for the purpose of electing directors, the issuer must include a cross-reference to the issuer's AIF that contains additional information about the qualifications of its directors. Marvel has not filed an AIF.

Relevant Education and Experience

For the past 15 years, Mr. Rayani has been focused on financing both domestic and international mineral exploration and development. He is currently Chairman of R7 Capital Ventures Ltd., a Vancouver based merchant bank and capital advisory firm; President, CEO and director of Power One Resources Corp. since March 2021; and CEO and a director of Falcon Gold Corp. (TSXV: FG) since July 2019. Prior to these postings he has worked independently as a management consultant and financier.

Mr. Rieche has a Bachelor of Arts in Economics and has 25 years of experience in international project management, logistics planning, and corporate finance, having worked with resource-based industries and financial institutions worldwide. He has helped to develop and finance mining projects in both North America and South America along with energy projects, oil and gas projects, fisheries projects, and forestry projects in many different areas of the world. Mr. Rieche has worked with NGOs and was a lead consultant in preparing a report submitted to the United Nations which examined options for legitimizing the mining of coltan and tantalum in National Parks and Wildlife refuges in the Congo. Mr. Rieche is a co-founder of and partner in SKU Media Corp., a public relations and marketing company, and various other internet and media-based companies.

Ms. Alvarez is a paralegal with 10 years of experience working in corporate and securities law. Having worked for some of the leading law firms in Vancouver, she is well versed in corporate compliance, governance, and administration of public traded companies. Ms. Alvarez has spent her career focused on resource issuers and has completed her diploma in paralegal studies.

Each Audit Committee member has had extensive experience reviewing financial statements. Each member has an understanding of Marvel's business and has an appreciation for the relevant accounting principles for that business.

Audit Committee Oversight

At no time since the commencement of Marvel's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of Marvel's most recently completed financial year has Marvel relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "External Auditors".

External Auditor Service Fees (By Category)

The aggregate fees billed by the Marvel's external auditors in each of the last two fiscal years for audit fees are as follows:

Year Ended	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All Other Fees(3)
August 31, 2022(4)	\$26,359	\$Nil	\$5,586	\$Nil
August 31, 2021	\$15,000	\$Nil	\$1,700	\$Nil

(1) Pertains to assurance and related services by Marvel's auditor that are reasonably related to the performance of the audit or review of Marvel's financial statements and are not disclosed under "Audit Fees".

(2) Pertains to professional services for tax compliance, tax advice and tax planning. These fees related to the preparation of Marvel's corporate income tax returns and GST returns.

(3) Pertains to professional services other than those listed in the other categories.

(4) Amounts for 2022 are unaudited.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Stock Option Plan

Marvel's Stock Option Plan was approved by Marvel's shareholders at the last annual general meeting held on December 15, 2020. The purpose of the Stock Option Plan is to encourage ownership of the common shares of Marvel by persons ("Eligible Persons") who are directors, senior officers and Employees of, as well as Consultants and employees of management companies providing services to, Marvel. Given the competitive environment in which Marvel operates its business, the Stock Option Plan will assist it to attract and retain valued directors, senior officers, Employees, Consultants and employees of management companies.

The aggregate number of Marvel's common shares reserved for issuance under the Stock Option Plan is a maximum of 10% of the issued and outstanding share capital at the date of grant. If any options granted under the Stock Option Plan expire or terminate for any reason without having been exercised in full, the unpurchased shares will again be available under the Stock Option Plan. As the Stock Option Plan is a "rolling plan", the policies of the Exchange provide that Marvel must seek shareholder approval of the Stock Option Plan annually.

"Consultant", "Employee", "Eligible Charitable Organizations", "Eligible Persons", "Investor Relations Activities" and "Discounted Market Price" all have the same definition as in the Policies of the Exchange.

The following summary is a brief description of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan, which will be available for review by shareholders at the Meeting:

• 1. The maximum number of shares that may be issued upon the exercise of stock options previously granted and those granted under the Stock Option Plan will be a maximum of 10% of the issued and outstanding common shares at the time of the grant.
• 1. Stock options can be issued to Eligible Charitable Organizations or persons who are directors, senior officers, Employees, and Consultants of, or employees of management companies providing services to, Marvel.
• 1. The minimum exercise price of a stock option cannot be less than the Discounted Market Price of Marvel's common shares.
• 1. The number of options granted to any one optionee may not exceed 5% of the outstanding listed shares in any 12 month period, unless Marvel obtains disinterested shareholder approval.
• 1. The number of options granted to any one Consultant may not exceed 2% of Marvel's outstanding listed shares in any 12 month period.
• 1. The number of options granted to any person employed or retained to conduct Investor Relations Activities may not exceed 2% of Marvel's outstanding listed shares in any 12 month period.
• 1. All options granted under the Stock Option Plan may not have an expiry date exceeding five years from the date on which the Board grants the option.
• 1. If the optionee is a director, senior officer, Employee, Consultant or management company employee and ceases to be (other than by reason of death) an Eligible Person, then the option granted shall expire within a period of 30 days after such cessation, and in no event, after the expiry date of the option.
• 1. If an optionee ceases to be an Eligible Person by reason of death, an optionee's heirs or administrators shall have within the period of one year after the death of the option holder, and in no event, after the expiry date of the option, to exercise any portion of options outstanding at the time of death of the optionee.
• 1. The Stock Option Plan will be administered by Marvel's Board, who will have the full authority and sole discretion to grant options under the Stock Option Plan to any Eligible Person.
• 1. The options are non-assignable and non-transferable, otherwise than by will or by laws of descent and distribution.
• 1. The Board may from time to time, subject to regulatory approval, amend or revise the terms of the Stock Option Plan.

A copy of the Stock Option Plan may be inspected at the offices of Marvel during normal business hours until the date of the Meeting.

Accordingly, Shareholders will be asked to consider and, if thought appropriate, to pass, with or without amendment, the Stock Option Plan Resolution set out in this Information Circular. In order to be effective, the Stock Option Plan Resolution must be approved by a majority of the votes cast in person or by proxy in respect thereof by the Disinterested Shareholders and approved by the Exchange.

BE IT RESOLVED as an ordinary resolution of the Shareholders, with or without amendment, that:

1. The Stock Option Plan as set forth in the Information Circular dated October 24, 2022, be ratified, confirmed and approved and that the Board of Directors of Marvel be authorized in their absolute discretion to establish and administer the Stock Option Plan in accordance with its terms and conditions.

2. 1. The Board of Directors be authorized on behalf of Marvel to make any amendments to the Stock Option Plan as may be required by regulatory authorities, without further approval of Marvel's Shareholders, in order to ensure adoption of the Stock Option Plan.
3. 1. Any one director or executive officer of Marvel be and he is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary to desirable to give effect to this resolution, including making any amendments to the Stock Option Plan as may be required by regulatory authorities, without further approval of Marvel's Shareholders."

ADDITIONAL INFORMATION

Additional information concerning Marvel is available on SEDAR at www.sedar.com. Financial information concerning Marvel relating to its financial year ended August 31, 2021 is provided in Marvel's comparative financial statements and management's discussion and analysis its financial year ended August 31, 2021 which are available on SEDAR, and may also be obtained by sending a written request to the Corporate Secretary of Marvel at Suite 615 – 800 West Pender Street, Vancouver, BC, V6C 2V6.

Financial information concerning Marvel relating to its financial year ended August 31, 2022 will be provided in Marvel's comparative financial statements and management's discussion and analysis its financial year ended August 31, 2022 which will be available on SEDAR on or about December 29, 2022 at which time they may also be obtained by sending a written request to the Corporate Secretary of Marvel at Suite 615 – 800 West Pender Street, Vancouver, BC, V6C 2V6.

MANAGEMENT KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING OF SHAREHOLDERS OTHER THAN THOSE REFERRED TO IN THE NOTICE OF MEETING; HOWEVER, SHOULD ANY OTHER MATTERS WHICH ARE NOT KNOWN TO MANAGEMENT PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.

THIS CIRCULAR HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF MARVEL.

BY ORDER OF THE BOARD OF DIRECTORS

"Karim Rayani" Karim Rayani President and Chief Executive Officer

SCHEDULE "A"

MARVEL DISCOVERY CORP.

(the "Company")

AUDIT COMMITTEE CHARTER

1. Mandate

The audit committee will assist the board of directors (the "Board") in fulfilling its financial oversight responsibilities. The audit committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process. In performing its duties, the committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each committee member must obtain an understanding of the principal responsibilities of committee membership as well and Marvel's business, operations and risks.

2. Composition

The Board will appoint from among their membership an audit committee after each annual general meeting of the shareholders of Marvel. The audit committee will consist of a minimum of three directors.

2.1 Independence

A majority of the members of the audit committee must not be officers, employees or control persons of Marvel.

2.2 Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.

3. Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine. The audit committee shall meet at least annually with Marvel's Chief Financial Officer and external auditors in separate executive sessions.

4. Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor's report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the audit committee shall:

• (a) recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for Marvel;

• (b) review (by discussion and enquiry) the external auditors' proposed audit scope and approach;

• (c) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

• (d) review and recommend to the Board the compensation to be paid to the external auditors; and
• (e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors' assertion of their independence in accordance with professional standards.

4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of Marvel. In carrying out this duty, the audit committee shall:

• (a) evaluate the adequacy and effectiveness of management's system of internal controls over the accounting and financial reporting system within Marvel; and
• (b) ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

General

• (a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and
• (b) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements

• (c) review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;
• (d) meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and
• (e) review management's discussion & analysis respecting the annual reporting period prior to its release to the public.

Interim Financial Statements

• (f) review and approve the interim financial statements prior to their release to the public; and
• (g) review management's discussion & analysis respecting the interim reporting period prior to its release to the public.

Release of Financial Information

(h) where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to Marvel or any subsidiary of Marvel shall be subject to the prior approval of the audit committee.

Delegation of Authority

(a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit Services

• (b) The audit committee may satisfy the requirement for the pre-approval of non-audit services if:
• (i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by Marvel and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or
• (ii) the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

• (c) The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:
• (i) the pre-approval policies and procedures are detailed as to the particular service;
• (ii) the audit committee is informed of each non-audit service; and
• (iii) the procedures do not include delegation of the audit committee's responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

• (a) establish procedures for the receipt, retention and treatment of complaints received by Marvel regarding accounting, internal accounting controls, or auditing matters;
• (b) establish procedures for the confidential, anonymous submission by employees of Marvel of concerns regarding questionable accounting or auditing matters;
• (c) ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;
• (d) review the policies and procedures in effect for considering officers' expenses and perquisites;
• (e) perform other oversight functions as requested by the Board; and
• (f) review and update this Charter and receive approval of changes to this Charter from the Board.

4.6 Reporting Responsibilities

The audit committee shall regularly update the Board about committee activities and make appropriate recommendations.

5. Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

• (a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
• (b) set and pay the compensation for any advisors employed by the audit committee; and
• (c) communicate directly with the internal and external auditors.

6. Guidance – Roles & Responsibilities

The following guidance is intended to provide the Audit Committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

• 6.1 Internal Control
• (a) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;
• (b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and
• (c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.
• 6.2 Financial Reporting

General

• (a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements; and
• (b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and
• (c) understand industry best practices and Marvel's adoption of them.

Annual Financial Statements

• (d) review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which Marvel reports or trades its shares;
• (e) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;
• (f) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;
• (g) consider management's handling of proposed audit adjustments identified by the external auditors; and
• (h) ensure that the external auditors communicate all required matters to the committee.

Interim Financial Statements

• (i) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;
• (j) meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and
• (k) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:
• (i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;
• (ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financials statements are consistent with changes in Marvel's operations and financing practices;
• (iii) generally accepted accounting principles have been consistently applied;
• (iv) there are any actual or proposed changes in accounting or financial reporting practices;
• (v) there are any significant or unusual events or transactions;
• (vi) Marvel's financial and operating controls are functioning effectively;
• (vii) Marvel has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and
• (viii) the interim financial statements contain adequate and appropriate disclosures.
• 6.3 Compliance with Laws and Regulations
• (a) periodically obtain updates from management regarding compliance with this policy and industry "best practices";
• (b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and
• (c) review the findings of any examinations by securities regulatory authorities and stock exchanges.
• 6.4 Other Responsibilities
• (a) review, with Marvel's counsel, any legal matters that could have a significant impact on Marvel's financial statements.