2021-03-18 16:43 ET – News Release

Ms. Joanne Yan reports


Alphanco Venture Corp. has received conditional approval from the TSX Venture Exchange for its acquisition of all of the outstanding shares of Marvel Biotechnology Inc. as its proposed qualifying transaction as defined under TSX-V policies.

A copy of the company’s TSX-V filing statement, which contains comprehensive disclosure on the proposed transaction and the business of the company and Marvel, has been filed on SEDAR under the company’s profile. Closing of the proposed transaction is expected to occur at the end of April, 2021.

Conditions to closing the proposed transaction

As part of the TSX-V conditional approval of the proposed transaction, the company is required to complete a private placement financing of a minimum of 6.4 million common shares of the company at a price of 40 cents per share for gross proceeds of $2.56-million. The company has previously disclosed that it intended to complete a financing for maximum proceeds of up to $4-million through the issuance of 10 million common shares at 40 cents per share.

About Marvel

Marvel is a Calgary-based biotechnology company that utilizes a “drug redevelopment” approach to drug development. Historically, when a new class of drug is developed, it is optimized for a particular target, but often only approved for a specific disease. Often, a new disease is identified which involves the same target, however, pending the remaining patent life, the same drug may not have sufficient time left for it to be commercially viable to developed it for the new indication. Marvel utilizes a non-traditional biotechnology model in that it has identified assets or compounds that have come off patent protection, and unlike a traditional redevelopment biotechnology model, develops synthetic chemical derivatives to significantly enhance certain compounds that results in a new novel and patentable asset. The business model result is that there is significantly less risk, cost and time to develop the company’s assets compared with traditional biotechnology companies with the objective of developing or partnering the assets for commercialization.

Marvel has currently developed several new patented and patentable chemical entities, using synthetic chemical derivatives of known, off-patent drugs, that inhibit the A2a adenosine receptor with application to neurological diseases (depression and anxiety, Alzheimer’s, ADHD, and addiction), cancer and application to the non-neurological disease of non-alcoholic steatohepatitis liver fibrosis. Marvel is also exploring additional undisclosed targets to expand its asset pipeline.

About AVC

Alphanco Venture is a capital pool company pursuant to the policies of the TSX Venture Exchange with a view to completing a qualifying transaction. Management of the company has been actively engaged in assessing possible projects with a view to completing an acquisition, and is working toward completing its proposed qualifying transaction.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval.

Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the TSX-V filing statement, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to Alphanco and Marvel was supplied by the parties, respectively, for inclusion herein, and each parties’ directors and officers have relied on each other for any information concerning such party.

We seek Safe Harbor.

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