Amorfix Closes Private Placement Offering

TSX: AMF

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, April 28, 2014 /CNW/ - Amorfix Life Sciences Ltd. announces that it has closed the third tranche of a non-brokered private placement (the Offering) pursuant to which 333,333 common shares of Amorfix (Shares) and 333,333 Warrants were issued for gross proceeds of CDN$100,000. The total number of Shares and Warrants that can be issued under the Offering is 3,800,000, for potential gross proceeds of $1,140,000.  To date the Company has issued 3,320,000 Shares and Warrants related to this Offering.

The Company intends to use the net proceeds of the Offering to continue the development of its research programs including its cancer therapeutic program, ProMIS™, its Alzheimer's disease and ALS diagnostic programs and for general corporate purposes including the completion of on-going discussions with multiple partners for a variety of business deals focused on the formation of strategic alliances and partnerships to advance the Company's therapeutic and diagnostic programs.

Each Warrant entitles the holder to purchase one Share at a price of CDN$ 0.50 for a period of 24 months following the closing date of the Offering, subject to earlier expiry in the event (a trigger event) that, following the expiry of the four month hold period, the volume-weighted average price of Amorfix's common shares on the Toronto Stock Exchange (TSX) over a period of twenty consecutive trading days exceeds $1.00. On the occurrence of a trigger event, Amorfix may give notice to holders to accelerate the expiry to a date which is not less than 30 calendar days after such notice is sent to the holders.

In connection with the Offering, Amorfix may pay to a finder a cash commission of up to 7% of the gross proceeds of the subscription amounts received from such finder's subscribers, and grant to a finder warrants, having the same terms as the Warrants, to acquire Shares equal to up to 7% of the Units sold to such finder's subscribers, in accordance with policies of the TSX. In connection with the closing of the third tranche of the Offering, no finder's commissions were paid nor finder warrants issued.

All securities issued in connection with the Offering are subject to a four month hold period from the date of issuance in accordance with applicable securities law. The closing of the Offering is subject to receipt of TSX approval.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirement of such Act. 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Amorfix
Amorfix Life Sciences Ltd. (TSX:AMF) is an early-stage product development company developing therapeutic antibodies and diagnostics targeting misfolded protein diseases. Amorfix utilizes its computational discovery platform, ProMIS™, to predict novel Disease Specific Epitopes (DSEs) on the molecular surface of misfolded proteins. Using this technology, Amorfix is developing novel antibody therapeutics and companion diagnostics for cancer and amyotrophic lateral sclerosis (ALS). In addition, Amorfix has developed two proprietary technologies to specifically identify very low levels of misfolded proteins in a biological sample: Epitope Protection™ and AMFIA™, an ultra-sensitive dual-bead immunoassay. Use of these technologies has generated a cerebrospinal fluid (CSF) screening test for both Alzheimer's disease (AD) and mild cognitive impairment (MCI), and an ultrasensitive method for detecting the hallmark of AD, aggregated beta-Amyloid, in brain tissue, CSF and blood from animal models of AD. For more information about Amorfix, visit www.amorfix.com.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This information release may contain certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE: Amorfix Life Sciences Ltd.

Dr. Robert Gundel, President and Chief Executive Officer, Amorfix Life Sciences Ltd., Tel: [phone], Fax: [phone], [email protected]; Warren Whitehead, Chief Financial Officer, Amorfix Life Sciences Ltd., Tel: [phone], Fax: [phone], [email protected]