Stockwatch

Marvel Discovery Corp
Symbol	MARV
Shares Issued	124,938,564
Close 2023-11-16	C$ 0.04
Market Cap	C$ 4,997,543
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Marvel Discovery arranges $750,000 private placement

2023-11-17 12:37 ET - News Release

Subject: Marvel Discovery Corp. (TSXV:MARV) PDF Document File: Attachment 23-11-17 NR - MARVEL ANNOUNCES $750,000 PRIVATE PLACEMENT.pdf Marvel Discovery Corp. Suite 1100 1111 Melville St. Vancouver, BC, V6E 3V6 VANCOUVER TEL: (604) 716-1036 TORONTO TEL: (416) 477-1220 www.marveldiscovery.ca info@marveldiscovery.ca NEWS RELEASE MARV: TSX-V O4T: GR MARVF: OTCQB MARVEL ANNOUNCES $750,000 PRIVATE PLACEMENT November 17, 2023. Vancouver, B.C. Marvel Discovery Corp. (TSX-V: MARV), (Frankfurt: O4T), (MARVF: OTCQB); (the "Company") is pleased to announce a non-brokered private placement (the "Offering") to raise total proceeds of $750,000 by issuing up to 12,000,000 flow-through units (the "FT Units") and issuing up to 3,750,000 non flow-through units (the "NFT Units"). Each FT Unit priced at $0.05 per unit will consist of one flow-through share and one-half of one share purchase warrant; each whole warrant entitling the holder to purchase one non flow- through share at a price of $0.10 for a period of two years from the closing date. Each NFT Unit priced at $0.04 per NFT Unit will consist of one non-flow through share and one share purchase warrant; each warrant entitling the holder to purchase one non flow-through share at a price of $0.075 for a period of two years from the closing date. The gross proceeds from the sale of the FT Units will be used for exploration and development of the Company's projects in Quebec. The gross proceeds from the sale of the NFT Units will be used for general working capital purposes. None of the proceeds from the sale of the NFT Units will be used for payments to non-arm's length parties or persons conducting investor relations activities. Certain insiders of the Company may participate in the Offering and finders' fees may be paid in accordance with the policies of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing. Final acceptance is subject to TSX Venture approval. 1|Page WARRANT REPRICING AND EXTENSION The Company also announces that it intends to reprice and extend the expiry date of a total of 5,354,476 share purchase warrants issued pursuant to a private placement which closed on December 3, 2021 and December 16, 2021. The warrants consist of: dot 2,692,693 warrants exercisable at $0.25 per share expiring on December 3, 2023 (the "Group 1 Warrants"); dot 1,808,522 warrants exercisable at $0.20 per share expiring on December 3, 2023 (the "Group 2 Warrants"); and dot 853,261 warrants exercisable at $0.20 per share expiring on December 16, 2023 (the "Group 3 Warrants"). The Company proposes the following amendments: dot To reprice the Group 1 Warrants to $0.20 per share and extend the expiry date by an additional two years to December 3, 2025; dot To reprice the Group 2 Warrants to $0.15 per share and extend the expiry date by an additional two years to December 3, 2025; and dot To reprice the Group 3 Warrants to $0.15 per share and extend the expiry date by an additional two years to December 16, 2025. All other terms and conditions of the Warrants remain unchanged. The amendment of the Warrants is subject to acceptance by the TSX Venture Exchange. About Marvel Discovery Corp. Marvel, listed on the TSX Venture Exchange for over 25 years, is a Canadian based emerging resource company. The Company is systematically exploring its extensive property positions in: dot Newfoundland (Slip, Gander North, Gander South, Victoria Lake, Baie Verte, and Hope Brook Au Prospects) dot Atikokan, Ontario (BlackFly Au Prospect) dot Elliot Lake, Ontario (East Bull - Ni-Cu-PGE Prospect) dot Quebec (Duhamel -Ni-Cu-Co prospect & Titanium, Vanadium, and Chromium Prospect) dot Prince George, British Columbia (Wicheeda North Rare Earth Elements Prospect) The Company's website is: https://marveldiscovery.ca/ 2|Page ON BEHALF OF THE BOARD Marvel Discovery Corp. "Karim Rayani" Karim Rayani President/Chief Executive Officer, Director Tel: 604 716 0551 email: k@r7.capital Disclaimer for Forward-Looking Information: Certain statements in this release are forward-looking statements which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward-looking statements in this press release relate to, among other things: completion of the proposed Arrangement. Actual future results may differ materially. 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. There is no assurance any of the conditions for closing will be met. Forward-looking statements reflect the beliefs, opinions, and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 3|Page Word Document File: '\\swfile\EmailIn\20231117 092514 Attachment 23-11-17 NR - MARVEL ANNOUNCES $750,000 PRIVATE PLACEMENT.docx' 5 | Page Marvel Discovery Corp. Suite 1100 - 1111 Melville St. Vancouver, BC, V6E 3V6 VANCOUVER TEL: (604) 716-1036 TORONTO TEL: (416) 477-1220 www.marveldiscovery.ca info@marveldiscovery.ca www.falcongold.ca info@falcongold.ca NEWS RELEASE MARV: TSX-V O4T: GR MARVF: OTCQB MARVEL ANNOUNCES $750,000 PRIVATE PLACEMENT November 17, 2023. Vancouver, B.C. - Marvel Discovery Corp. (TSX-V: MARV), (Frankfurt: O4T), (MARVF: OTCQB); (the "Company") is pleased to announce a non-brokered private placement (the "Offering") to raise total proceeds of $750,000 by issuing up to 12,000,000 flow-through units (the "FT Units") and issuing up to 3,750,000 non flow-through units (the "NFT Units"). Each FT Unit priced at $0.05 per unit will consist of one flow-through share and one-half of one share purchase warrant; each whole warrant entitling the holder to purchase one non flow-through share at a price of $0.10 for a period of two years from the closing date. Each NFT Unit priced at $0.04 per NFT Unit will consist of one non-flow through share and one share purchase warrant; each warrant entitling the holder to purchase one non flow-through share at a price of $0.075 for a period of two years from the closing date. The gross proceeds from the sale of the FT Units will be used for exploration and development of the Company's projects in Quebec. The gross proceeds from the sale of the NFT Units will be used for general working capital purposes. None of the proceeds from the sale of the NFT Units will be used for payments to non-arm's length parties or persons conducting investor relations activities. Certain insiders of the Company may participate in the Offering and finders' fees may be paid in accordance with the policies of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing. Final acceptance is subject to TSX Venture approval. WARRANT REPRICING AND EXTENSION The Company also announces that it intends to reprice and extend the expiry date of a total of 5,354,476 share purchase warrants issued pursuant to a private placement which closed on December 3, 2021 and December 16, 2021. The warrants consist of: 2,692,693 warrants exercisable at $0.25 per share expiring on December 3, 2023 (the "Group 1 Warrants"); 1,808,522 warrants exercisable at $0.20 per share expiring on December 3, 2023 (the "Group 2 Warrants"); and 853,261 warrants exercisable at $0.20 per share expiring on December 16, 2023 (the "Group 3 Warrants"). The Company proposes the following amendments: To reprice the Group 1 Warrants to $0.20 per share and extend the expiry date by an additional two years to December 3, 2025; To reprice the Group 2 Warrants to $0.15 per share and extend the expiry date by an additional two years to December 3, 2025; and To reprice the Group 3 Warrants to $0.15 per share and extend the expiry date by an additional two years to December 16, 2025. All other terms and conditions of the Warrants remain unchanged. The amendment of the Warrants is subject to acceptance by the TSX Venture Exchange. About Marvel Discovery Corp. Marvel, listed on the TSX Venture Exchange for over 25 years, is a Canadian based emerging resource company. The Company is systematically exploring its extensive property positions in: Newfoundland (Slip, Gander North, Gander South, Victoria Lake, Baie Verte, and Hope Brook - Au Prospects) Atikokan, Ontario (BlackFly - Au Prospect) Elliot Lake, Ontario (East Bull - Ni-Cu-PGE Prospect) Quebec (Duhamel -Ni-Cu-Co prospect & Titanium, Vanadium, and Chromium Prospect) Prince George, British Columbia (Wicheeda North - Rare Earth Elements Prospect) The Company's website is: https://marveldiscovery.ca/ ON BEHALF OF THE BOARD Marvel Discovery Corp. "Karim Rayani" Karim Rayani President/Chief Executive Officer, Director Tel: 604 716 0551 email: k@r7.capital Disclaimer for Forward-Looking Information: Certain statements in this release are forward-looking statements which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward-looking statements in this press release relate to, among other things: completion of the proposed Arrangement. Actual future results may differ materially. 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. There is no assurance any of the conditions for closing will be met. Forward-looking statements reflect the beliefs, opinions, and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.