Calgary, Alberta, Canada, January 19, 2024 – Marvel Biosciences Corp. (TSX-V: MRVL) and its wholly owned subsidiary, Marvel Biotechnology Inc. (collectively the “Company” or “Marvel”), is pleased to announce the Company has closed a non-brokered private placement (the “Offering”) of unsecured convertible debentures (each, a “Debenture”). The closing was comprised of an aggregate of Cdn.$500,000 of Debentures.
The Company intends to use the net proceeds from the Offering to expend the proceeds of the Offering for drug formulation, toxicology studies and for general working capital purposes.
The issuance of the Debentures pursuant to the Offering were (and, if applicable, the underlying common shares of the Company (“Common Shares”) shall be) completed on a private placement and prospectus exempt basis, as applicable, such that the issuances are (or in the case of any underlying Common Shares, shall be) exempt from any applicable prospectus and securities registration requirements.
The Debentures will mature three (3) years following the date of issuance (the “Maturity Date”) and will bear interest at a rate of twelve percent (12%) per annum (“Interest”), payable annually in arrears. Interest may be repaid in cash or Common Shares, at the option of the Company, based on the 20-day volume weighted average trading price of the Common Shares on the TSX Venture Exchange, calculated three (3) days prior to the payment date, subject to the minimum price permitted by the TSX Venture Exchange (and subject to approval of the TSX Venture Exchange).
The holders of the Debentures shall be entitled to convert the outstanding Principal Amount (but not the accrued but unpaid Interest thereon) of the Debentures, or any portion thereof, at the option of the Debenture holder, into one Common Share for each $0.12 (the “Conversion Price”) of the Principal Amount (excluding accrued but unpaid Interest). No Common Shares shall be issued by the Company on the conversion of the Debenture if, as a result of the issuance of such Common Shares, the holder of the Debenture, together with any person acting jointly or in concert with the holder including for greater certainty any of its affiliates, would in the aggregate beneficially own, or exercise control or direction over (or a combination thereof), whether direct or indirect, ten percent (10%) or more of the total issued and outstanding voting securities of the Company, calculated on a partially diluted basis, immediately after giving effect to such conversion.
In the event that the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at least $0.60 per share for a period of 10 consecutive trading days (whether or not trading occurs on such days), at any time during the term of the Debentures, the Company shall have the right, at its discretion, to require the holder of the Debentures to convert the outstanding Principal Amount into Common Shares at the Conversion Price.
The Company did not pay any commission, finder’s fee, or similar payment in connection with the Offering.
Pursuant to applicable Canadian securities laws, the Debentures, as well as any underlying Common Shares to be issued upon conversion or exchange of these securities, are subject to a hold period of four months and one day. The Private Placement remains subject to the final approval of the TSX Venture Exchange.
Marvel Biosciences Corp.
Roderick (Rod) Matheson, Chief Executive Officer or
Dr. Mark Williams, President, and Chief Science Officer
Tel: 403 770 2469
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
All information contained in this news release with respect to the Company and its subsidiary, (collectively, the “Parties”) were supplied by Marvel, respectively, for inclusion herein and each parties’ directors and officers have relied on each other for any information concerning such Party.
This news release may contain forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company and include other risks detailed from time to time in the filings made by the Company under securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the above events on the terms will occur and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.