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.