Marvel Biosciences Announces Private Placement

Rhea-AI Summary

Marvel Biosciences (TSXV: MRVL) has closed the first tranche of a non-brokered private placement, raising $1,000,000 through the issuance of 8,000,000 units at $0.125 per unit. The total offering aims to raise up to $1.5 million through 12,000,000 units.

Each unit consists of one common share and one purchase warrant exercisable at $0.175 per share for two years. The warrant expiry can be accelerated if the stock trades at $0.30 or higher for 10 consecutive trading days.

The company paid $54,950 in finder's fees and issued 383,600 finder's warrants. Proceeds will fund drug formulation, toxicology studies, and working capital. The securities are subject to a four-month hold period.

Positive

• Successfully raised $1 million in first tranche of private placement
• Potential for additional $500,000 in second tranche
• Secured funding for drug development advancement

Negative

• Dilutive financing through unit offering at $0.125
• Additional dilution potential from warrant exercise at $0.175
• Incurred $54,950 in cash finder's fees plus warrant compensation

Calgary, Alberta--(Newsfile Corp. - March 28, 2025) - Marvel Biosciences Corp. (TSXV: MRVL) and its wholly owned subsidiary, Marvel Biotechnology Inc. (collectively the "Company" or "Marvel"), is pleased to announce that, subject to approval of the TSX Venture Exchange (the "TSXV"), it has closed the first tranche of a non-brokered private placement of up to 12,000,000 units (the "Units") at a price of $0.125 per Unit for gross proceeds of up to $1,500,000 (the "Offering"). Each Unit will be comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.175 per share at any time prior to 5:00 p.m. (Calgary time) on the date that is two (2) years from the date of the issuance of the Units; provided that if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") is at least $0.30 per share for a period of ten (10) consecutive trading days (whether or not trading occurs on all such days) (the "Triggering Event"), the expiry date of the Warrants may be accelerated by the Corporation to a date that is not less than 30 days after the date that notice of such acceleration is provided to the Warrant holders, which notice may be by way of general press release (the "Accelerated Expiry Date"). If such news release is issued, all Warrants that are not exercised prior to 5:00 p.m. Calgary time on the Accelerated Expiry Date will expire immediately after such time on the Accelerated Expiry Date.

In connection with the Offering, the Company may pay a finder's fee ("Finder's Fee") in connection with the issue and sale of any or all of the ‎Units under the Offering. The Finder's Fee shall consist of a payment of up to 7% of the gross ‎proceeds of the Offering in relation to subscribers introduced by any particular finder, payable in cash, plus finder's ‎warrants ("Finder's Warrants") in an amount equal to up to 7% of the aggregate number of Units in relation to ‎subscribers introduced by any particular finder, with each Finder's Warrant being exercisable to acquire one (1) ‎common share of the Corporation at a price of $0.175 per share until two (2) years following the issuance of the Finder's Warrants.

The first tranche closing of the Offering resulted in the issuance of 8,000,000 Units for gross proceeds of $1,000,000.00. Each Unit is comprised of one Common Share in the capital of the Company and one Warrant. Also, in connection with the first tranche closing of the Offering, the Company paid finders fees of $54,950.00 in cash commission and issued 383,600 Finder's Warrants to certain finders. Each Finder's Warrant is exercisable to acquire one Common Share at a price of $0.175 per share for a period of two years from the date of issuance. Raymond James Ltd., Canaccord Genuity Corp., Acumen Capital Finance Partners Limited, Wood Gundy, Abinvest Corporation and Abingdon Capital Corp. acted as a finders in connection with the Offering.

The Offering is being made to accredited investors or to such other qualified persons under such other prospectus exemptions as the Company may approve, provided however, that the Offering will not be made to persons or pursuant to securities laws exemptions that would require either the preparation or the filing of a prospectus, offering memorandum or similar document by the Company.

The Common Shares and the Warrants are subject to a hold period and resale restriction in Canada that expires four months plus one day from the issuance of the Units (the "Hold Period") and such other restrictions as imposed under applicable securities legislation.

The proceeds of the Offering will be used for drug formulation, toxicology studies and for general working capital purposes. The Offering is subject to acceptance by the TSX Venture Exchange.

There is no material fact or material change about the Company that has not been generally disclosed.

About Marvel Biosciences Corp.

Marvel Biosciences Corp., and its wholly owned subsidiary, Marvel Biotechnology Inc., is a Calgary- based pre-clinical stage pharmaceutical development biotechnology company. The Company is developing MB-204, a novel fluorinated derivative of the approved anti-Parkinson's drug Istradefylline, the only clinically approved adenosine A2a antagonist. A significant and growing body of scientific evidence suggests drugs that block the adenosine A2a receptor, such as MB-204, could be useful in treating other neurological diseases such as autism, depression and Alzheimer's Disease. The Company is actively investigating its potential in addressing other neurodevelopmental disorders, such as Rett Syndrome and Fragile X Syndrome, to expand its therapeutic reach.

Contact Information:
Marvel Biosciences Corp.
J. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/246537

FAQ

How much did Marvel Biosciences (MBCOF) raise in the first tranche of its private placement?

Marvel Biosciences raised $1,000,000 through the issuance of 8,000,000 units priced at $0.125 per unit.

What are the terms of the warrants in Marvel Biosciences' (MBCOF) private placement?

Each warrant allows purchase of one common share at $0.175 for two years, with potential acceleration if shares trade at $0.30 for 10 consecutive days.

How will Marvel Biosciences (MBCOF) use the proceeds from the March 2025 private placement?

The proceeds will be used for drug formulation, toxicology studies, and general working capital purposes.

What finder's fees did Marvel Biosciences (MBCOF) pay for the private placement?

Marvel paid $54,950 in cash commissions and issued 383,600 finder's warrants exercisable at $0.175 per share for two years.