Emerge Resources Corp.
TSX VENTURE : EME

Emerge Resources Corp.

November 30, 2015 19:30 ET

Emerge & Vaxil Announce Signing of Merger Agreement, Emerge Shareholder Meeting and Anticipated Timeline to Closing

TORONTO, ONTARIO--(Marketwired - Nov. 30, 2015) - Mr. Isaac Maresky reports:

Emerge Resources Corp. ("Emerge") (TSX VENTURE:EME) and Israeli cancer biotechnology company Vaxil Bio Ltd. ("Vaxil") are pleased to provide an update in respect to Vaxil's planned Canadian go-public transaction.

Signing of Merger Agreement

Emerge has signed a definitive share exchange agreement ("Merger Agreement") with Vaxil to acquire all of the issued and outstanding shares of Vaxil by way of reverse takeover ("RTO"). Pursuant to the terms of the Merger Agreement, Emerge will acquire all of the issued and outstanding Vaxil shares for an aggregate purchase price of $5.75-Million, which is to be satisfied by the issuance of an aggregate 25,000,000 Emerge shares on a post 2:1 consolidation basis (post-RTO Emerge is referred to herein as the "Resulting Issuer"). Closing of the RTO is subject to a number of customary conditions outlined in the Merger Agreement, including Emerge and Vaxil shareholder approvals, regulatory approvals (including, without limitation, listing approval of the TSX Venture Exchange), and Israeli court approval. A complete copy of the Merger Agreement is available under the Emerge SEDAR profile at www.sedar.com.

Emerge Shareholder Meeting

An annual and special meeting of the Emerge shareholders has been called for January 8, 2016, in order to vote on, among other things, the RTO, the proposed 2:1 share consolidation and Emerge's proposed name change to "Vaxil Bio Ltd."

Filing of Emerge Information Circular

In connection with the upcoming shareholder meeting, Emerge has filed on SEDAR (www.sedar.com) and will be mailing to shareholders its Management Information Circular. The Management Information Circular contains prospectus-level disclosure concerning Emerge, Vaxil and the Resulting Issuer.

Anticipated Timeline to Closing

Subject to the fulfillment of the closing conditions outlined in the Merger Agreement, the parties anticipate completing the RTO in late January or early February 2016. There is, however, no assurance that the RTO will be completed on the terms described herein or at all.

About Vaxil

Vaxil's primary immunotherapy product is the ImMucin signal peptide cancer vaccine, which demonstrated robust immune responses in 66.67% of 15 Multiple Myeloma patients tested in Vaxil's Phase-I/II clinical trial. As a result of Vaxil's results, ImMucin was Orphan Drug Status from both the FDA (June 2015) and EMA (March 2015). Vaxil's planned Phase-II clinical trial could include 60 Multiple Myeloma patients. Additionally, Vaxil hopes to consider potential partnership opportunities. Most recently, Vaxil signed a preliminary agreement to collaborate with the Mayo Clinic which would see ImMucin tested as a combination therapy together with checkpoint inhibitors.

READER ADVISORY

Statements in this press release may contain forward-looking information including in relation to tthe RTO, the conditions to closing of the RTO, Vaxil's business objectives, the sufficiency of the concurrent 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 the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Completion of the RTO 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 RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular, any information released or received with respect to the RTO 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 RTO 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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