Emerge Resources Corp.
TSX VENTURE : EME

Emerge Resources Corp.
Vaxil Bio Ltd.

Vaxil Bio Ltd.

August 13, 2015 16:33 ET

Emerge & Vaxil Announce Closing of Private Placement Financing Led by Sunel Securities and M Partners

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 13, 2015) - Emerge Resources Corp. ("Emerge") (TSX VENTURE:EME) and Israeli cancer biotechnology company Vaxil Bio Ltd. ("Vaxil") are pleased to announce the completion of approximately $2.7-million by way of subscription receipt private placement. As planned, it is expected that there will be an Israeli tranche of financing for Vaxil of approximately $300-400,000, bringing the total capital raise to the prior announced $3-million.

This financing is intended to fund research and development for Vaxil, a cutting-edge Israeli biotech focused on immuno-oncology. Vaxil has shown unique results in Multiple Myeloma cancer patients, and is planning to advance into a Phase-II clinical trial to test additional patients and advance its program. Vaxil is based in the Weizmann Science Park, and is led by Chief Medical Officer Dr. Lior Carmon, a PhD scientist specializing in Tumor Immunology from the Weizmann Institute.

Proceeds of the offering will principally be used to fund a planned Phase-II clinical trial with cancer patients displaying minimal residual disease. Vaxil continues to demonstrate good progress in its research and development. Some recent developments, accomplished since signing of the Letter of Intent, are noted below:

On June 22, Vaxil received Orphan Drug Status from the FDA.

Additionally, Vaxil recently signed a preliminary agreement to collaborate with the Mayo Clinic

Emerge is in the process of completing a reverse takeover ("RTO") with Vaxil as defined by the TSX Venture Exchange ("TSXV"). For further detail on the Proposed Transaction, please see Emerge's press release dated May 26, 2015.

Pursuant to the financing, Emerge issued 23,202,209 subscription receipts at a price of 11.5 cents per subscription receipt for gross proceeds of approximately $2.7-million. Each subscription receipt entitles the holder thereof, upon conversion in accordance with the provisions of the subscription receipt, to acquire one unit of the combined entity for no additional consideration. The conversion of the subscription receipts into units is conditional upon the satisfaction of various conditions, including the receipt of applicable securityholder and regulatory approvals (including listing approval of the TSXV) and the closing of the RTO. Each unit comprises one common share of the resulting issuer and one common share purchase warrant, which is exercisable into one share of the resulting issuer at a price of 15.5 cents for a period of 12 months after the closing of the proposed transaction and at a price of 18 cents during the subsequent 24 months.

Sunel Securities Inc. and M Partners Inc. acted as agents in the financing.

Immediately prior to the completion of the Proposed Transaction, and subject to receipt of shareholder and TSXV approval, Emerge is contemplating a consolidation of its issued and outstanding securities on a one-new-for-two-old basis. All references to subscription receipts and underlying securities of Emerge issuable pursuant to the financing are made on a pre-consolidation basis. Further details about the Proposed Transaction and the resulting issuer will be provided in the disclosure document to be prepared and filed in respect of the proposed transaction.

READER ADVISORY

Statements in this press release may contain forward - looking information including in relation to the financing, the planned RTO, the conditions to closing of the RTO, Vaxil's business objectives, the sufficiency of the financing to achieve such objectives, and the availability of additional financing in future. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward - looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. 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 Emerge. 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 press release are expressly qualified by this cautionary statement. The forward - looking statements contained in this press release are made as of the date of this press release, and Emerge does not undertake any obligation to update publicly or to revise any of theincluded forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance, and, if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Prop osed Transaction will be completed as proposed or at all.Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE 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 PRESS RELEASE.

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