Mr. Gadi Levin reports

VAXIL BIO ENTERS INTO LETTER OF INTENT WITH COPPER BULLET MINES IN RESPECT OF A PROPOSED REVERSE TAKEOVER

Vaxil Bio Ltd. and Copper Bullet Mines Inc., a corporation existing under the laws of Canada (CBMI), have entered into a non-binding letter of intent dated Jan. 9, 2024, pursuant to which Vaxil and CBMI intend to complete a business combination or other similarly structured transaction which will constitute a reverse takeover of Vaxil. It is intended that the transaction will be an arm's-length reverse takeover for Vaxil as that term is defined in Policy 5.2 of the corporate finance manual of the TSX Venture Exchange.

The LOI is to be superseded by a definitive merger, amalgamation or share exchange agreement to be signed on or prior to Feb. 28, 2024, or such later date as may be mutually agreed upon by the parties in writing. The transaction is subject to requisite regulatory approval, including the approval of the TSX-V, and standard closing conditions, including the approval of the directors of each of Vaxil and CBMI of the definitive agreement, completion of due diligence investigations to the satisfaction of each of Vaxil and CBMI, and the conditions described below. The legal structure for the transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies.

Vaxil is at arm's length to CBMI, and no director, officer or insider of Vaxil or CBMI beneficially owns, or controls or directs, directly or indirectly, any securities of the other party. Therefore, the transaction is expected to be an arm's-length transaction as defined under TSX-V Policy 1.1 -- Interpretation and will not be considered a related party transaction for the purpose of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

About Vaxil Bio Ltd.

Vaxil is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ont. Vaxil is a reporting issuer in the provinces of Alberta, British Columbia and Ontario.

Vaxil will hold a meeting of its shareholders, as soon as reasonably practicable, to vote on the transaction and the divestment (as defined below). Matters to be approved by Vaxil's shareholders at Vaxil's shareholders meeting, among other matters:

• A change of name of the company to such name as is directed by CBMI and acceptable to applicable regulatory authorities effective upon closing of the transaction;
• The consolidation of its shares on a ratio to be determined;
• The approval of a new equity incentive plan to be effective upon closing;
• The election of a slate of directors appointed by CBMI, which elections will be effective upon closing;
• The approval of the transaction;
• The approval of the divestment.

In addition to the transaction, it is expected that prior to the closing of the transaction Vaxil will divest all existing assets except cash to unrelated third parties (the divestment), which may require shareholder approval and is subject to approval of the TSX-V.

Trading in the common shares of Vaxil has been halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation in connection with the transaction has been filed with and accepted by, and permission to resume trading has been obtained from, the TSX-V. There can be no assurance that trading of Vaxil shares will resume prior to the completion of the transaction.

About Copper Bullet Mines Inc.

Since its incorporation on April 10, 2021, the team at CBMI has acquired through staking and option a significant land package in the heart of Arizona's Copper Triangle. CBMI's Copper Springs property has more than 96 historic drill holes and a historic, non-National Instrument 43-101 compliant inferred mineral resource of 47 million tonnes grading 0.4 per cent copper, equating to over 400 million pounds of copper contained. This historic resource is one of many exploration targets across the Copper Springs project and represents approximately 10 per cent of the HSOB (historic supergene oxide blanket) footprint which was identified by wide-spaced drilling in the 1960s.

The project is adjacent to Arizona State highway 60, located one hour east of Phoenix. High-voltage power lines cross the project and water is available from perennial springs. The Copper Springs project is surrounded by producing mines, including Capstone's Pinto Valley, KGHM's Carlotta mine, Group Mexico's Ray mine, and various other mines and projects owned by South 32, BHP, Rio Tinto and Freeport-McMoRan.

The Globe Miami area, the northeast part of the Copper Triangle where the Copper Springs project is situated, has produced over 37 billion lb of copper. A recent report published by the Arizona Geological Study suggest unmined resources to be over 94 billion lb of copper. The Copper Triangle is also home to two of the three copper smelters in the United States.

From exploration through discovery, development, capital raising, and successful execution of commercial mining and milling operations, CBMI's team includes a full-range of experienced industry professionals. Additional information about CBMI may be found on its website.

Any reference to historical estimates and resources should not be relied upon. These historical estimates are not current and a qualified person has not done sufficient work to classify the historical estimate and Copper Bullet Mines is not treating the historical estimate as a current resource estimate.

Concurrent financing

In connection with the transaction, CBMI intends to complete a brokered private placement of subscription receipts with an agent or syndicate of agents to be selected, on a best efforts basis, to raise aggregate gross proceeds of a minimum of $1.5-million, at an anticipated price of 20 cents per subscription receipt. The proceeds of the concurrent financing will be used for general corporate and working capital purposes and to finance exploration expenses on CBMI's mineral properties. The concurrent financing is a condition precedent to the transaction. The agent(s) will receive a cash commission up to 8 per cent of the aggregate gross proceeds realized by CBMI from the concurrent financing. CBMI will also issue to the agent(s) that number of compensation warrants equal to 8 per cent of the aggregate number of subscription receipts sold pursuant to the concurrent financing. Each compensation warrant will entitle the holder thereof to acquire one CBMI share at an exercise price equal to the concurrent financing price for a period of 24 months following the closing.

Upon satisfaction of the conditions to closing the transaction, the escrow release conditions in respect of the subscription receipts, each subscription receipt will automatically be exchanged for, without additional payment or further action on the part of the holder thereof, one common share of CBMI. In connection with the completion of the transaction, the CBMI shares issued to subscription receipt holders will be subsequently cancelled and exchanged for equivalent common shares of Vaxil.

Selected financial information of CBMI

The following selected consolidated financial information of CBMI herein has been supplied to Vaxil by CBMI for purposes of inclusion herein in accordance with TSX-V requirements.

Conditions to transaction

Prior to completion of the transaction (and as conditions of closing):

• Completion of mutual satisfactory due diligence investigations of CBMI and Vaxil;
• The parties will prepare a management information circular or filing statement in accordance with the rules of the TSX-V, outlining the terms of the transaction;
• Vaxil and CBMI will enter into a definitive agreement in respect to the transaction on or prior to Feb. 28, 2024;
• Vaxil and CBMI will, if necessary, obtain the requisite board and shareholder approvals for the transaction and any ancillary matters contemplated in the definitive agreement;
• All requisite regulatory approvals relating to the transaction, including, without limitation, the TSX-V, will have been obtained;
• CBMI will close the concurrent financing for gross proceeds of not less than $1.5-million.

The proposed transaction

Preclosing capitalization of Vaxil

As of the date hereof, Vaxil has issued and outstanding 136,978,973 common shares of Vaxil and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 13,109,440 Vaxil shares at various exercise prices per Vaxil share. The Vaxil shares are currently listed on the TSX-V under the symbol VXL.

Consolidation

As a condition to closing the transaction, concurrently with or immediately prior to closing, and subject to Vaxil shareholder approval, Vaxil will undertake a share consolidation. The consolidation will occur on the basis of one postconsolidation common share of Vaxil for such number of preconsolidation Vaxil shares as determined by the equation (A divided by B) multiplied by C, which is anticipated to be a consolidation ratio of 1:16.3557, where:

• A is a number of issued and outstanding Vaxil shares immediately prior to the consolidation.
• B is Vaxil's working capital balance immediately prior to the transaction, plus the amount owed pursuant to the loan (as defined herein), plus $1-million.
• C is the concurrent financing price.

Preclosing capitalization of CBMI

CBMI is incorporated under the Canada Business Corporations Act and, as of the date hereof, has (a) 32,237,000 CBMI shares issued and outstanding; (b) 150,000 warrants exercisable to acquire 150,000 CBMI shares at an exercise price of 10 cents and expire on March 27, 2025. The holders of CBMI warrants may, at the option of the holders thereof, elect to replace their CBMI warrants with warrants to acquire Vaxil shares, but otherwise bearing the same terms as the CBMI warrants which they replace.

CBMI has agreed to pay 2674443 Ontario Inc. (the finder), an arm's-length party, a finder's fee of $200,000 plus applicable tax, payable in CBMI shares immediately prior to the closing of the transaction at a deemed price per CBMI share equal to the concurrent financing pricing, which would be immediately issued and exchanged for Vaxil shares upon the successful closing of the transaction.

Terms of the transaction

It is currently anticipated that Vaxil will acquire CBMI by way of a three-cornered amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed by the parties to ultimately form the resulting issuer. The final structure of the transaction is subject to the receipt of tax, corporate and securities law advice for both Vaxil and CBMI. Upon completion of the transaction, the resulting issuer will carry on the business of CBMI.

Pursuant to the transaction, one Vaxil consolidated shares will be issued to the holders of CBMI shares in exchange for each one CBMI share issued and outstanding as at the effective date of the transaction.

Pursuant to the terms of the LOI, it is proposed that Vaxil will acquire all of the issued and outstanding shares of CBMI for an aggregate purchase price of $7,747,400 payable on a non-cash basis by the issuance of such aggregate number of shares of the resulting issuer to the CBMI shareholders, pro rata, based on the number of CBMI shares held by each CBMI shareholder at a price per resulting issuer share equal to the concurrent financing price.

Upon completion of the transaction, it is expected that the former shareholders of CBMI will hold approximately 65.64 per cent of the shares of the resulting issuer (on a non-diluted basis), the former shareholders of Vaxil will hold approximately 17.05 per cent of the resulting issuer shares, the subscription receipts holders will hold approximately 15.27 per cent of the resulting issuer shares and the finder will hold approximately 2.04 per cent of the resulting issuer shares.

It is expected that the resulting issuer will be classified as a Tier 2 mining issuer.

In connection with the transaction, within 20 days of signing of the LOI, Vaxil will provide CBMI with a loan facility in an amount not to exceed $125,000, subject to TSX-V approval. The loan will be secured over the assets of CBMI, including any of the subsidiary of CBMI, as well as a pledge of shares of the subsidiary of CBMI. Interest on the loan shall accrue on any outstanding amount at the rate of 10 per cent per annum, payable upon maturity. Once the loan has been financed, until the earlier of (i) the loan being fully repaid, or (ii) the closing of the transaction, Vaxil shall be entitled to appoint a board observer to CBMI.

Insiders, officers and board of directors of the resulting issuer

Upon completion of the transaction, it is anticipated that the board of directors of the resulting issuer shall consist of a minimum of three and a maximum of 10 directors, a majority of whom shall be nominated by CBMI. The nominees of CBMI are expected to consist of, at a minimum, Daniel Weir, Mohamad Basim Anwer, Erika Dohring, Doug Harris, Keith Minty and Gadi Levin. The parties expect Mr. Weir to act as chief executive officer, Arif Shivji to act as chief financial officer and Dr. Michael Feinstein to be vice-president, exploration.

Following completion of the transaction, it is anticipated that no one will exercise control or direction over more than 10 per cent of the issued and outstanding shares of the resulting issuer.

The following sets outs the names and backgrounds of all persons who are expected to be considered insiders of the resulting issuer.

Mr. Weir, CEO and director

Mr. Weir has worked for over 20 years at some of the top financial firms in Canada. He worked as an institutional equity trader, sales and investment banker, as well as a broker. He was the head of institutional equity sales at a boutique firm focused on financing mining companies. Having raised billions of dollars, both publicly and privately, Mr. Weir has expertise at evaluating and financing mining deals. He has sat on boards of potash, graphite and copper-zinc mining companies. Mr. Weir spent the past eight years working in Africa, developing a graphite project. Mr. Weir has overseen exploration projects, and the designing and engineering of processing plants. Mr. Weir graduated from the University of Toronto.

Mr. Anwer, director

Mr. Anwer has 20 years of multisector experience, which includes wealth management, project logistics and financing, mining, and London Metals Exchange metals warehousing and distribution. During his tenure with Thani Investments in Dubai, and subsequent to that, he was engaged in mining projects as an adviser assisting with project planning and corporate valuations and financing of mineral resource projects worldwide. He is based in Dubai, with additional offices in Zug, Switzerland, the United Kingdom, Morocco and Singapore. He is the chairman of Peninsula Shipping, and CEO of Regionality Group of companies. His businesses operate in various countries as product distribution and advisory partners. Mr. Anwer graduated from Purdue University in the U.S.

Ms. Dohring, director

Ms. Dohring has extensive knowledge and expertise in epithermal gold and silver deposits, as well as base metals systems, including porphyry copper and volcanogenic massive sulphide. She grew into a career as an exploration geologist with exposure to capital markets and economic evaluation, and most recently as an entrepreneur. As manager of corporate development and joint venture programs of Riverside Resources, she successfully launched and led multiple early-stage gold and silver exploration programs and was part of the team that spun out the public company Capitan Silver Corp. Most recently, Ms. Dohring has launched two private Mexican ventures. Ms. Dohring graduated from Institut Beauvais in France with a master's degree in geology and mining engineering.

Mr. Harris, director

Mr. Harris has over 25 years of audit, buy-side, sell-side and advisory experience participating in over $2-billion of transactions. Mr. Harris has served as a director of several public companies, chairing audit and independent committees, and provides advisory and CFO services through his company Harris Capital Corp. to a number of mining companies. Mr. Harris obtained his MBA from the Rotman School of Management at the University of Toronto.

Mr. Minty, director

Mr. Minty has 30 years of professional experience in mineral resource exploration and development of precious and base metals and industrial minerals in Canada and internationally. He has been directly involved in increasing mineral resource projects' value through resource development, constructing, operating and managing gold and platinum group metal projects. Mr. Minty has been associated with resource exploration and development companies such as Hunter Dickinson, Viceroy Resources, North American Palladium and Aurvista Gold. He is currently an active member of the board of directors of companies. Mr. Minty obtained a BSc in mining engineering from Queen's University, and he received his MBA from Athabasca University.

Mr. Levin, director

Mr. Levin is the chairman and CEO of Vaxil Bio and has also served as chief financial officer and director of Vaxil Bio since March 1, 2016. In addition, Mr. Levin is a director of EV Nickel Inc. and Eco (Atlantic) Oil and Gas Ltd. Mr. Levin has over 20 years of experience working with public U.S., Canadian and multijurisdictional public companies, primarily in the CFO function. Mr. Levin began his certified public accountant career at the accounting firm Arthur Andersen, where he worked for nine years, specializing in U.S. listed companies involved in initial public offerings. Mr. Levin has a bachelor of commerce degree in accounting and information systems from the University of Cape Town, South Africa, and a postgraduate diploma in accounting from the University of South Africa. He received his chartered accountant designation in South Africa and has an MBA from Bar Ilan University in Israel.

Mr. Shivji, CFO

Mr. Shivji is a registered CPA in B.C. and Alberta, U.S. CPA in Illinois, and a CFA charterholder. After his MBA from the Richard Ivey School Business, Mr. Shivji became manager of transaction services with PwC Advisory where he performed buy-side due diligence on acquisitions in Canada, the U.S. and the U.K. Mr. Shivji has been providing part time CFO services to private and public companies. In addition, he has set up two capital pool companies on the Toronto Stock Exchange and a junior mining IPO on the Canadian Securities Exchange. Previously, Mr. Shivji was founder and CFO of Predator Midstream that grew to 90 staff when it was sold to a large public company (Secure Energy). Since May, 2021, Mr. Shivji has been CFO of Copper Bullet leveraging his 25 years of professional finance experience.

Dr. Feinstein, vice-president, exploration

Dr. Feinstein is a geological scientist and consultant with global experience co-ordinating, leading and supporting high-value geological exploration and evaluation initiatives. Dr. Feinstein has led the evaluation of more than 40 properties and managed mineral exploration initiatives for more than 15 international clients. He excels at identifying profitable business opportunities for landowners and potential investors, conducting extensive scientific investigation of geological features to determine the presence of valuable minerals. His experience leading successful projects is a result of his persistence in addressing the problems at hand and keeping the big picture in view.

Sponsorship

The transaction may require sponsorship under the policies of the TSX-V unless an exemption from sponsorship is granted. Vaxil intends to apply for an exemption from sponsorship requirements of the TSX-V in connection with the transaction. There can be no assurance that such exemption will ultimately be granted.

Qualified person

Dr. Feinstein is the qualified person under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, and he has reviewed and approved the scientific and technical disclosure contained in this press release.

Advisers

Bayline Capital Partners is acting as financial adviser to CBMI.

We seek Safe Harbor.