VXL Vaxil Bio Ltd

Vaxil Bio Ltd. (“Vaxil” or the “Company”) (TSXV:VXL) and Green Data Center Real Estate Inc., a corporation existing under the laws of British Columbia (“Green Data”) are pleased to announce that they have entered into a non-binding letter of intent dated May 25, 2024 (the “LOI”), pursuant to which Vaxil and Green Data intend to complete a business combination or other similarly structured transaction which will constitute a reverse take-over of Vaxil (the “Transaction”). 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 “TSXV”).

The LOI is to be superseded by a business combination agreement (the “Definitive Agreement”) to be signed on or prior to June 28, 2024, or such later date as may be mutually agreed upon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 TSXV, and standard closing conditions, including the approval of the directors of each of Vaxil and Green Data of the Definitive Agreement, completion of due diligence investigations to the satisfaction of each of Vaxil and Green Data, 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 Green Data, and no director, officer or insider of Vaxil or Green Data 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 TSXV 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, Ontario. Vaxil is a “reporting issuer” in the provinces of Alberta, British Columbia, and Ontario.

Vaxil will hold a meeting of its shareholders (the “Vaxil Shareholders’ Meeting”), as soon as reasonably practicable, to vote on the Transaction and the Divestment (as defined below) and such other matters, including:

• a change of name of the Company to such name as is directed by Green Data and acceptable to applicable regulatory authorities effective upon closing of the Transaction (the “Closing”);
• the Consolidation (as defined below);
• a new equity incentive plan to be effective upon Closing;
• the election of a slate of directors appointed by Green Data, which elections will be effective upon Closing;
• the Transaction; and
• the Divestment (as defined below).

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 TSXV.

Trading in the common shares of Vaxil (each a “Vaxil Share”) has been halted in accordance with the policies of the TSXV 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 TSXV. There can be no assurance that trading of Vaxil Shares will resume prior to the completion of the Transaction.

About Green Data Real Estate Inc.

Green Data’s mission is to sustainably power the digital world. Green Data develops and plans to construct renewable energy generation, storage assets and hyperscale datacenters. These assets are in high demand given increasing digital data creation and utilization and the exponential pace of Artificial Intelligence demand and deployment.   The International Energy Agency (IEA) estimates that data center electricity usage may double by 2026. The last 40 years of data center deployment will be compressed into the next two years - Green Data is positioned to supply this demand.

Green Data creates value through:

• Renewable Generation: Solar and wind power generation produces long term revenue from selling power to the grid and offers low-cost renewable energy for data center use.
• Battery Energy Storage Systems (BESS): Green Data is developing a portfolio of BESS projects that will produce revenue from energy arbitrage and grid services. BESS projects buy low priced energy during off peak, low demand hours and sell for a profit during peak priced hours.
• Data Centers: Green Data develops powered-land, powered-shells or fully operational wholesale data centers.

Green Data seeks to pair energy generation, storage and data centers presenting a major competitive advantage which results in higher arbitrage for energy storage and lower cost of power for data centers.

Green Data plans to make use of the Inflation Reduction Act Investment Tax Credit (ITC) in America which provides up to 30% of CAPEX plus an additional 10% for each: domestic US content, historical hydrocarbon development area (an energy community) or low-income communities.

Green Data has assembled a pipeline of BESS and data center development projects in strategic locations where project fundamentals and high demand provides near term development potential. Typical development projects focus on the selection of prime sites that offer the necessary regulatory environment, infrastructure, connectivity and energy resource availability and redundancy for operation. Green Data is currently developing near term, economically attractive projects and will provide additional information in advance of the Vaxil Shareholders’ Meeting.

Additional information about Green Data may be found on its website: www.greendatacenters.com

Concurrent Financing

In connection with the Transaction, Green Data intends to complete a private placement for gross proceeds of a minimum of C$2,000,000, through the issuance of securities of Green Data at a price per security, on a post Share Split (as defined below) basis, of C$1.50 (the “Concurrent Financing Price”) or such other price as determined by Green Data and its advisors in the context of the market (the “Concurrent Financing”).

The proceeds of the Concurrent Financing will be used for general corporate and working capital purposes and to fund development of Green Data’s project pipeline.

Selected Financial Information of Green Data

The following selected consolidated financial information of Green Data has been supplied to Vaxil by Green Data for purposes of inclusion herein in accordance with TSXV requirements:

	Year ended December 31, 2023	Year ended December 31, 2022
	(unaudited)	(unaudited)
	(in US$)	(in US$)
Income Statement
Revenue	-	-
Total Expenses	1,302,970	669,968
Net Income (Loss)	(1,302,970)	(669,968)
Balance Sheet
Current Assets	270,943	32,108
Total Assets	312,024	73,189
Current Liabilities	1,716,417	1,314,628
Total Liabilities	1,716,417	1,314,628
Shareholders' Equity (Deficiency)	(1,904,393)	(1,741,439)

Conditions to Transaction

Prior to completion of the Transaction (and as conditions of Closing):

• Green Data and Vaxil must complete mutually satisfactory due diligence investigations;
• the parties will prepare a management information circular or filing statement in accordance with the rules of the TSXV, outlining the terms of the Transaction;
• Vaxil and Green Data will enter into a Definitive Agreement in respect to the Transaction on or prior to June 28, 2024;
• Vaxil and Green Data will obtain the requisite board and, as applicable, 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 TSXV, will have been obtained; and
• Green Data will close the Concurrent Financing for gross proceeds of not less than C$2,000,000 and have a minimum of cash and cash equivalents of C$1,000,000 at the date of Closing of the Transaction.

The Proposed Transaction

Pre-Closing Capitalization of Vaxil

As of the date hereof, Vaxil has issued and outstanding 136,978,973 Vaxil Shares 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 TSXV under the symbol “VXL”.

Consolidation of Vaxil

As a condition to Closing the Transaction immediately prior to Closing, and subject to Vaxil shareholder approval, Vaxil will undertake a share consolidation (the “Consolidation”) of approximately 107:1 based on the following formula: (A/B) * C where:

A		=		Number of issued and outstanding Vaxil Shares immediately prior to the Consolidation.
B		=		Vaxil’s working capital balance immediately prior to the Transaction, plus the amount owed pursuant to the Loan (as defined herein), plus C$1,000,000.
C		=		C$1.50.

Pre-Closing Capitalization of Green Data

Green Data is incorporated under the Business Corporations Act (British Columbia). As of the date hereof, there are 1,888,714 common shares in the capital of Green Data (the “Green Data Shares”) issued and outstanding and 47,524 Green Data Share purchase warrants, 326,411 stock options of Green Data outstanding. In addition, there are Performance Share Units (“PSU”) representing 2% of Green Data’s outstanding common shares at such time each PSU milestone is met in the future.

Green Data and Vaxil have agreed to pay 1000398274 Ontario Inc. (the “Finder”), an arm’s length party, a finder’s fee of C$200,000 plus applicable tax, payable in Green Data Shares immediately prior to the Closing of the Transaction at a deemed price per Green Data Share equal to the Concurrent Financing pricing, which would be immediately issued and exchanged for Vaxil Shares upon the successful Closing of the Transaction.

Share Split of Green Data

Prior to Closing of the Transaction, Green Data will undertake a share split (the “Share Split”) of the Green Data Shares, whereby each 1 pre-split Green Data Share shall equal approximately 13.7 post-split Green Data Shares.

Terms of the Transaction

It is currently anticipated that Vaxil will acquire Green Data by way of a three-corner amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed by the parties to ultimately form the resulting issuer (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 Green Data. Upon completion of the Transaction, the Resulting Issuer will carry on the business of Green Data.

Assuming Green Data consummates the Concurrent Financing for aggregate gross proceeds of C$2,000,000, there will approximately 28,630,996 common shares in the capital of the Resulting Issuer (the “Resulting Issuer Shares”) outstanding following completion of the Transaction. It is expected that the former shareholders of Green Data will hold approximately 90.3% (on a non-diluted basis) of the Resulting Issuer Shares (25,866,991 shares) , the former shareholders of Vaxil will hold approximately 4.5% of the Resulting Issuer Shares (1,280,002 shares), and the investors in the Concurrent Financing will hold approximately 4.7% of the Resulting Issuer Shares (1,333,336 shares). The Finder will hold approximately 0.5% of the Resulting Issuer Shares (150,667 shares).

It is expected that the Resulting Issuer will be classified as a Tier 2 Industrial Technology and Life Sciences Issuer.

In connection with the Transaction, within 20 days of signing of the LOI, Vaxil will provide Green Data with a loan facility in an amount of C$250,000 (the “Loan”), subject to TSXV approval. The Loan will be secured over the assets of Green Data, including any of the subsidiaries of Green Data, as well as a pledge of shares of the subsidiary of Green Data. Interest on the Loan shall accrue on any outstanding amount at the rate of 12% per annum, payable upon maturity.

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 5 directors, a majority of whom shall be nominated by Green Data. The nominees of Green Data are expected to consist of Jason Bak, Simon Lee, Mark Goodman and Gadi Levin, with the remaining board nominees to be determined prior to Closing. The parties expect Jason Bak to act as CEO.

Following completion of the Transaction, it is anticipated that Jason Bak will exercise control or direction over 28.5% of the issued and outstanding Resulting Issuer Shares.

The following sets outs the names and bios of the proposed directors of the Resulting Issuer:

Jason Bak, CEO and Director

Applied Physicist; Founded, publicly listed and served 17 years as a CEO and Chairman of Finavera Renewables and Solar Alliance. Led grassroots development of over $1 billion wind projects (360 MW) all sold to utilities or IPPs and currently operational. Arranged over C$65 million of public and private equity and $800M in debt for renewable and infrastructure development. Led acquisition and operation of three solar companies in America that resulted in 14,000 installations of residential and commercial solar. Developed new renewable energy tech and legislation in wave energy & biofuels. Testified before Congressional and Senate Committees.

Simon Lee, Director

Simon has over 25 years of experience investing in and building private market growth businesses with a deep focus on information technology, data communications, and energy companies in the US, Western Europe, Asia and the MENA region. He has been in partnerships that managed, in aggregate, over $8.7 billion, including as General Partner of Sapience Capital Partners, Infotech Venture Partners and Baker Capital. Simon has been involved with notable industry leading companies, such as Interxion (INXN/DLR), Equinix (EQIX), Centeris, Akamai Technologies (AKAM), Sockeye Networks (INAP), RiverOne (JDAS), EM4 (GHH.L), Totality (VZ), Perseus (GTT), Turin Networks (Dell), IKIN, Netrolix, and Fiber Sense. Simon is a graduate of the University of Texas at Austin and the Harvard Business School.

Mark E. Goodman, Director

Mr. Goodman has over 25 years public and mining company experience. Most recently he was President of Dundee Corporation, a TSX listed public mining merchant bank, until December 2018. He has served on several public company boards and executive positions of both public and private companies.

Gadi 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 Ltd 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 multi-jurisdictional public companies, primarily in the CFO function. Mr. Levin began his CPA 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 post graduate 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.

The parties have not yet determined who the CFO or Corporate Secretary of the Resulting Issuer will be. This will be announced in a subsequent news release once determined.

Sponsorship

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

Advisors

5X Capital Management is acting as financial advisor to Green Data.

Further Information

All information contained in this news release with respect to Vaxil and Green Data was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor 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 RELEASE.

Cautionary Statements Regarding Forward Looking Information

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Transaction, the Divestment and associated transactions. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the completion and expected terms of the Transaction and Divestment, the number of securities of Vaxil that may be issued in connection with the Transaction, the expected ownership ratio of the Resulting Issuer post-closing, the completion of the Concurrent Financing, obtaining the requisite shareholder approval, Green Data’s strategic plans and the parties’ ability to satisfy closing conditions and receive necessary approvals, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction (including the name change and Consolidation), the Divestment or the Concurrent Financing will occur or that, if the Transaction, the Divestment or the Concurrent Financing do occur, they will be completed on the terms described above. Vaxil and Green Data assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

For more information, please contact:

Vaxil Bio Ltd.	Green Data Center Real Estate Inc.
Gadi Levin, CEO info@vaxil-bio.com +16475585564	Jason Bak, CEOjbak@greendatacenters.com