Marvel Biotechnology Inc. entered into a binding letter agreement to acquire Alphanco Venture Corp. (TSXV:AVC.P) in a reverse merger transaction on October 28, 2020. Marvel Biotechnology Inc. entered into a definitive merger agreement to acquire Alphanco Venture Corp. in a reverse merger transaction on December 4, 2020. Pursuant to the letter agreement, Alphanco Venture Corp. will acquire all of the outstanding shares of Marvel Biotechnology Inc. On closing of the transaction, the shareholders of Marvel will exchange their Marvel common shares one for one (1:1) for Resulting Issuer common shares and will hold up to approximately 15.6 million common shares of the Resulting Issuer and Marvel warrant holders will exchange their Marvel warrants one for one (1:1) for Resulting Issuer warrants. The agreement is to be completed by way of a merger between Marvel Biotechnology Inc. and a newly incorporated wholly owned subsidiary (AVC Subsidiary) of Alphanco Venture Corp. Marvel will amalgamate with the AVC Subsidiary and become a wholly-owned subsidiary of AVC on completion of the transaction. The Resulting Issuer will complete, concurrent with closing, a private placement of a minimum 5 million shares and up to a maximum of 10 million shares at a price of CAD 0.40 per share, for aggregate gross proceeds of a minimum CAD 2 million and a maximum of CAD 4 million (“Concurrent Financing”). Prior to November 13, 2020, Marvel intends on completing, in one or more closings, a non-brokered unit private placement at CAD 0.30 per unit of no less than CAD 0.25 million (of which CAD 0.11 million has been raised so far) and no more than CAD 0.5 million. Marvel has granted AVC the option for AVC shareholders or purchasers sourced by AVC to purchase up to CAD 0.25 million of the its private placement. It is anticipated that current security holders of AVC are expected to hold approximately 20.7% of the Resulting Issuer assuming the minimum Concurrent Financing or 18.0% of the Resulting Issuer Shares assuming the maximum amount of the Concurrent Financing, and approximately 15.1% (minimum Concurrent Financing) or 13.6% (maximum Concurrent Financing) on a fully diluted basis. The Resulting Issuer carry on the business of Marvel and accordingly, intends to list as a Tier 2 Life Sciences issuer on the TSXV. AVC shall carry on its business in the ordinary course until the closing of the transaction. Prior to the closing of the transaction, AVC intends to change its name to “Marvel Biotechnology Corp.”, or such other name as may be agreed upon the parties. The Resulting Issuer intends to continue its corporate status into Alberta, to appoint MNP LLP as its auditors, and approve a new stock option plan.

The Board of Directors of the corporation resulting from the transaction shall initially be composed of five members, consisting of five nominees of Marvel. At closing, all Directors of AVC will resign except for Joanne Yan, an existing AVC Director that Marvel has consented to continue to act as a Director. The Board of Directors and management team of the Resulting Issuer is expected to consist of Neil A. Johnson (Director), Jeremy Fehr (Director), J. Roderick Matheson (Chief Executive Officer and Director), Mark Williams (President, Chief Science Officer and Director), Preston Maddin (Chief Financial Officer), Joanne Yan (Director) and Jacqueline Groot (Corporate Secretary).

The closing of the transaction is subject to obtaining all necessary shareholder approvals for the transaction from the Marvel and Alphanco Venture shareholders; acceptance of resignation of Directors and officers of Alphanco that will no longer be serving following the completion and change the composition of the Alphanco board; TSXV approval for the listing on the TSXV of the Alphanco shares to be issued pursuant to the transaction and concurrent financing; each of AVC and Marvel and their respective advisors completing to their satisfaction, as determined by each party acting reasonably, all such corporate, financial, legal, regulatory and such other due diligence investigations as are customary in transactions similar to this transaction; there will be no material adverse change in the business or operations of AVC or Marvel from the date of execution of this agreement until the closing of the transaction; AVC will have a minimum of cash calculated as CAD 0.39 million less the expenses; completion of concurrent financing; the parties obtaining all necessary approvals of regulatory, stock exchange and securities authorities and commissions, and compliance with requirements of applicable securities laws; each of AVC and Marvel shall have obtained all consents required under any material agreements to which AVC or Marvel are parties; approval of the definitive agreement and all of the related transactions necessary thereto by the Boards of Directors of AVC and Marvel; if necessary, receipt of court approval for the business combination; and such other conditions as counsel to AVC, and Marvel may advise, acting reasonably. The agreement shall terminate if all the conditions have not been satisfied or waived by February 1, 2021. The transaction is anticipated to close on or before February 1, 2021. As of January 5, 2021, Alphanco shareholders had annual and special shareholder meeting on December 30, 2020, in which they provided approval on merger with Marvel Biotechnology Inc. and Marvel shareholders held a special shareholder meeting on December 28, 2020 at which the Marvel shareholders unanimously approved the amalgamation agreement dated December 4, 2020. As of March 10, 2021, Alphanco Venture Corp has been advised by the TSXV that if it cannot complete its “Qualifying Transaction” with Marvel Biotechnology by a March 31, 2021 deadline, it must obtain shareholder approval to address its failure to complete a Qualifying Transaction within twenty-four months of its listing date of February 28, 2019 otherwise final approval of the proposed, or any Qualifying Transaction, will not be granted by the TSXV. A special shareholder meeting to be held to adopt & align Alphanco with the updated CPC policy. As of March 12, 2021, Alphanco Venture Corp. has received conditional approval from the TSXV for the acquisition. As part of the TSXV conditional approval, the Company is required to complete a private placement financing of a minimum of 6,400,000 common shares of the Company at a price of CAD 0.40 per share for gross proceeds of CAD 2,560,000. As of April 19, 2021, Alphanco Venture Corp. obtained disinterested shareholder approval to align Alphanco Venture Corp with the provisions of current policy 2.4 – capital pool companies. As per the agreement dated December 4, 2020, the transaction is expected to close on March 1, 2021. As of March 10, 2021, the definitive agreement between Alphanco and Marvel has been amended to extend the outside date for closing the proposed Qualifying Transaction to April 30, 2021. As of March 18, 2021, the transaction is expected to close at the end of April 2021. As of May 3, 2021, Alphanco Venture Corp. has extended the outside date for closing the definitive amalgamation agreement to May 31, 2021. As of June 1, 2021, Alphanco Venture Corp. has extended the outside date for closing the definitive amalgamation agreement to June 14, 2021.

Michael Woods of Woods & Company, Barristers & Solicitors acted as legal advisor to Alphanco. Odyssey Trust Corporation acted as transfer agent to Alphanco. Eugene Chen of McLeod Law LLP acted as legal advisor to Marvel.

Marvel Biotechnology Inc. completed the acquisition of Alphanco Venture Corp. (TSXV:AVC.P) in a reverse merger transaction for CAD 3.8 million on June 14, 2021. On June 14, 2021, Alphanco Venture issued 19,013,431 common shares as a consideration to Marvel to effect the reverse takeover transaction.