Mr. J. Roderick Matheson reports
MARVEL BIOSCIENCES ANNOUNCES PRIVATE PLACEMENT FOR UP TO $3.0 MILLION
Marvel Biosciences Corp. intends to complete a non-brokered private placement offering of units of the company at a price of 15 cents per unit. The offering will be for a minimum of 10 million units for gross proceeds of $1.5-million and up a maximum of 20 million units, for gross proceeds of up to $3-million.
Each unit will consist of one common share of the corporation and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share at a price of 20 cents per share, commencing on the 61st day after the closing date of the offering for a period of one year from the closing date, provided that, if, at any time after the date that is 61 days following the closing date, the volume-weighted average trading price of the common shares on the TSX Venture Exchange is at least 25 cents per share for a period of five consecutive trading days (whether or not trading occurs on all such days), the expiry date of the warrants may be accelerated by the corporation to a date that is not fewer than 30 days after the date that notice of such acceleration is provided to the warrantholders, which notice may be by way of general press release.
It is anticipated that the net proceeds from the offering will be used to pay a deposit for phase 1 clinical trials for the company's lead compound MB-204, general and administrative expenses, and general working capital. The closing of the offering may occur in one or more tranches, the first of which is expected to close on or about Aug. 14, 2026. Closing of the offering is subject to receipt of all regulatory approvals, including approval of the TSX Venture Exchange, and will occur within 45 days from the date hereof.
There is an offering document related to this offering dated July 15, 2026, that can be accessed under the company's profile at SEDAR+ and at the Marvel website. Prospective investors should read this offering document before making an investment decision.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the offering is being made to purchasers resident in all provinces of Canada (except Quebec) and certain foreign jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The units offered under the listed issuer financing exemption will not be subject to a hold period pursuant to applicable Canadian securities laws. Shareholders or investors who may wish to participate in the offering and who seek further details about the offering should contact the company's chief executive officer, J. Roderick Matheson, at 403-770-2469.
In connection with the offering, the corporation will pay a finder's fee equal to up to 7 per cent of the gross proceeds raised from those investors introduced by the finder to the offering, payable in cash, and issue finder warrants in an amount equal to 7 per cent of the aggregate number of units in relation to subscribers introduced by any particular finder, with each finder warrant being exercisable to acquire one common share at a price of 20 cents per share commencing on the 61st day after the closing date for a period of one year from the closing date, provided that, if, at any time after the date that is 61 days following the closing date, the volume-weighted average trading price of the common shares on the TSX Venture Exchange is at least 25 cents per share for a period of five consecutive trading days (whether or not trading occurs on all such days), the expiry date of the finder warrants may be accelerated by the corporation to a date that is not fewer than 30 days after the date that notice of such acceleration is provided to the finder warrant holders, which notice may be by way of general press release. It is estimated that the corporation will issue up to 700,000 common shares upon the exercise of finder warrants assuming the minimum offering and 1.4 million common shares upon the exercise of finder warrants assuming the maximum offering.
About Marvel Biosciences Corp.
Marvel Biosciences, and its wholly owned subsidiary Marvel Biotechnology Inc., is a Calgary-based preclinical-stage pharmaceutical development 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 typically only approved for a specific disease. Often, a new disease is identified which involves the same target; however, pending the remaining patent life, the originally approved drug may not have sufficient time left for it to be commercially viable to be developed for the new disease indication. Marvel develops new synthetic chemical derivatives of the original approved drug for the new disease indication. Patent protection is sought, as the new potential asset is developed by the company. The company believes the business model results in significantly less risk, cost and time to develop its assets compared with traditional biotechnology companies.
Marvel Biotechnology has currently developed several new 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 disease, and ADHD), and the non-neurological conditions of cancer and non-alcoholic steatohepatitis. Marvel is also exploring additional undisclosed targets to expand its asset pipeline.
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