Mr. Thomas Sears reports

MERCURY CAPITAL II LIMITED ENTERS INTO DEFINITIVE AGREEMENT AND FILES FILING STATEMENT ON SEDAR IN CONNECTION WITH PROPOSED QUALIFYING TRANSACTION WITH REVIVE THERAPEUTICS INC.

Mercury Capital II Ltd. has provided this update on the proposed arm's-length acquisition of 100 per cent of the common shares of Revive Therapeutics Inc. by Mercury previously announced on July 18, 2013. Pursuant to the terms of an amalgamation agreement dated Nov. 26, 2013, and subject to completion of certain conditions precedent, including completion of a concurrent financing and receipt of all necessary regulatory and exchange approvals, the proposed acquisition of Revive will qualify as Mercury's qualifying transaction as defined by exchange Policy 2.4.

About Revive Therapeutics

Revive, incorporated under the laws of the Province of Ontario on Aug. 7, 2012, is focused on acquiring, developing and commercializing treatments for major market opportunities, such as sleep apnea, gout and rare diseases. Revive aims to rapidly bring drugs to market by finding new uses for old drugs, also known as drug repurposing, and improving the therapeutic performance of existing drugs for underserved medical needs.

There are currently 15 shareholders of Revive. Fabio Chianelli of Ontario, Canada (the chief executive officer and a sole director of Revive), owns 65.7 per cent of the outstanding shares of Revive. No other person owns or controls, directly or indirectly, more than 10 per cent of the outstanding shares of Revive.

About the proposed transaction

Pursuant to the amalgamation agreement, Mercury and Revive have agreed to combine their businesses by means of a triangular amalgamation. The amalgamation is expected to constitute the qualifying transaction of Mercury as defined by the policies of the exchange. Mercury and Revive anticipate closing the amalgamation on or before Feb. 23, 2014.

The amalgamation will effectively provide for the acquisition of all of the outstanding equity interests of Revive by Mercury, indirectly through a wholly owned Ontario-incorporated subsidiary of Mercury in a transaction in which the shareholders of Revive will receive shares of Mercury. As a result of the amalgamation of amalgamation entity and Revive, Mercury will become the sole beneficial owner of all of the outstanding shares of the amalgamated corporation. The exchange ratio for the exchange of shares of Revive will be 1 to 1.

The amalgamation will result in Mercury issuing an aggregate of 12,933,330 resulting issuer shares to the shareholders of Revive and an aggregate of up to five million resulting issuer shares to purchasers in connection with the proposed offering (as such term is defined herein).

The amalgamation is an arm's-length transaction and therefore is not a related-party transaction pursuant to Multilateral Instrument 61-101. As a result, no meeting of Mercury shareholders is required as a condition to completion of the amalgamation.

In conjunction with the amalgamation, Revive expects to complete a brokered private placement through Hampton Securities Ltd. to raise gross proceeds of a minimum of $1.11-million and a maximum of $1.5-million through the issuance of subscription receipts. Each subscription receipt issued in connection with the offering will entitle the holder to acquire one Revive share just prior to the amalgamation, provided that, if certain release conditions are not satisfied on or before Dec. 31, 2013, the subscription receipts will be cancelled, and all proceeds from the sale of such subscription receipts shall be returned to the subscriber thereof. Pursuant to the amalgamation, each one Revive share issued pursuant to the subscription receipts will be exchanged for one resulting issuer share pursuant to the terms of the amalgamation agreement. In connection with the offering, the agent will be entitled to a cash commission equal to 8 per cent of the aggregate gross proceeds raised and broker warrants exercisable for Revive shares equal to 8 per cent of the number of subscription receipts issued. Pursuant to the amalgamation, each one broker warrant issued pursuant to the offering will be exchanged for one broker warrant of the resulting issuer.

The net proceeds of the offering will be used by the resulting issuer to conduct proof-of-concept trials of Revive's patents (REV-001 and REV-002) and for working capital.

The amalgamation will result in Mercury issuing an aggregate of 12,933,330 resulting issuer shares to the Revive shareholders and up to five million resulting issuer shares to purchasers in connection with the offering. Revive does not have any convertibles securities.

Assuming the maximum offering is achieved, the former Revive shareholders will own approximately 65.11 per cent of the resulting issuer shares, current Mercury shareholders will hold approximately 9.4 per cent of the resulting issuer shares and purchasers under the private placement will hold approximately 25.3 per cent of the resulting issuer shares. Accordingly, the amalgamation will constitute a reverse takeover of Mercury.

Following completion of the amalgamation, the amalgamated corporation will be a wholly owned subsidiary of the resulting issuer, the auditor of the resulting issuer will be MNP LLP and it is anticipated that the name of Mercury will be changed so that the name of the resulting issuer will be Revive Therapeutics Ltd.

Completion of the amalgamation is conditional upon all necessary regulatory approvals, including the approval of the exchange, and other conditions, which are typical for a business combination transaction of this type.

The proposed management of the resulting issuer following the completion of the amalgamation is as follows:

Mr. Chianelli, chief executive officer

Mr. Chianelli is the founder and president of Revive and has been the president of Fabiotech Inc., a life sciences consultancy, since April, 2004. From January, 2000, to January, 2012, Mr. Chianelli held senior roles in investor relations, business development, and marketing and sales with Generex Biotechnology Corp. Mr. Chianelli also served as a business consultant to Titan Medical Inc., an exchange-listed issuer, from July, 2008, to February, 2013. Mr. Chianelli received his bachelor of commerce from Ryerson University.

Craig Leon, director

Mr. Leon served as the chief executive officer and chairman of the board of Titan Medical, an exchange-listed issuer, from July, 2008, to March, 2013. From August, 2003, to July, 2009, Mr. Leon served as chief operating officer and chief financial officer of Redwood Asset Management Inc. and was registered with GrowthQuest Capital Inc. as an associate portfolio manager. From June, 2000, to July, 2003, Mr. Leon served as a consultant to Generex Biotechnology Corp. Mr. Leon was co-founder and chief operating officer at MiFund.com Inc. from 1999 to 2000. Mr. Leon received his undergraduate degree from McGill University and obtained his master of business administration from York University.

Carlo Sansalone, director

Mr. Sansalone holds a BComm from Ryerson University, and he has been the president of Sanscon Construction Ltd. since 1999.

William Jackson, director

Mr. Jackson is currently chief executive officer of Atwill Medical Solutions. Mr. Jackson was a co-founder of Covalon Technologies Ltd., an exchange-listed issuer, and held senior management roles, such as chief financial officer, chief operating officer and chief business officer, and director from December, 2004, to January, 2013. Mr. Jackson served as a director of Titan Medical, an exchange-listed issuer, from April, 2008, to June, 2010.

Carmelo Marrelli, chief financial officer

Mr. Marrelli holds a bachelor of commerce degree from the University of Toronto and is qualified as a chartered accountant and as a certified general accountant in Canada. Mr. Marrelli has been a principal of Marrelli Support Services Inc., a firm providing administration services to Canadian public companies, since February, 2009, and prior to February, 2009, a partner with Marrelli & Drake Corporate Services (formerly Duguay & Ringler Corporate Services) (a firm providing administration services to Canadian public companies). Mr. Marrelli also serves as the chief financial officer of several publicly listed junior mining companies and as a director of Odyssey Resources Ltd., an exchange-listed issuer.

Dr. Bev Incledon, vice-president of research and development

Dr. Incledon serves as Revive's vice-president of research and development and brings more than 20 years of pharmaceutical industry experience, including drug discovery, product development and portfolio management. Dr. Incledon is currently president of Concept 2 Clinic Inc., a research and development management company. His previous roles include vice-president of research and development for Pacgen Biopharmaceutics Corp. from April, 2009, to January, 2010, and director of research and development for Eli Lilly Canada Inc. from April, 2006, to April, 2009. Dr. Incledon also held various research and scientific positions at Glaxo Wellcome Inc. (Canada) from August, 1998, to April, 2000, University of Guelph from September, 1993, to January, 1994, Syntex Inc. from May, 1991, to January, 1994, and the Canadian Red Cross Society from May, 1990, to May, 1991. Dr. Incledon was a postdoctoral fellow at Cornell University from December, 1997, to August, 1998, and obtained his PhD in biophysics from the University of Guelph in 1998.

Robbie Grossman, corporate secretary

Mr. Grossman holds an LLB from the University of Windsor and a BA (political science) from Concordia University. Mr. Grossman was called to the Ontario bar in 2002. Mr. Grossman, an experienced securities partner, joined McMillan LLP in September, 2013, after having been with Garfinkle Biderman LLP since 2004. He is a corporate finance, mergers and acquisitions, and securities lawyer, acting for public and private companies and securities dealers. He is currently an officer and director of several publicly listed issuers.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt in accordance with exchange policies. Mercury intends on applying for an exemption from the sponsorship requirements under Subsection 3.4 (a) (ii) of Policy 2.2 of the exchange corporate finance manual; however, there is no assurance that Mercury will ultimately obtain either of these exemptions.

Filing statement filed on SEDAR

Mercury has filed its filing statement on SEDAR pursuant to exchange requirements in connection with the amalgamation. The filing statement is the disclosure document that outlines the details of the amalgamation, information about Mercury, and information about Revive and its business, including financial statements of Mercury and Revive and pro forma financial statements. Readers of this release are encouraged to review the information in the filing statement.