WNX Warnex

Warnex Inc. (TSX VENTURE:WNX) ("Warnex" or the "Corporation") is pleased to
report that it has successfully completed the previously announced sale (the
"Transaction") of its Bioanalytical Services division to Biotrial Research
S.A.S., a privately-owned contract research organization headquartered in
Rennes, France. A special resolution approving the Transaction was adopted with
the support of over 96.3% of the votes cast by shareholders at the annual and
special meeting of shareholders of the Corporation held on December 10, 2012
(the "Shareholders' Meeting").


"With the completion of this transaction, the Board will explore possible
strategic alternatives for Warnex's remaining assets, which consist primarily of
cash and receivables, for the benefit of all our shareholders," said Michael
Singer, Chairman of the Board of Directors of the Corporation. "We expect to
quickly identify opportunities, if any, which may range from a possible wind-up
of Warnex and cash distribution to shareholders to a variety of possible mergers
and acquisitions alternatives. We will report back to our shareholders as
expeditiously as possible."


As a result of the closing of the Transaction, the listing of Warnex's common
shares (the "Common Shares") is expected to be transferred from the TSX Venture
Exchange to the NEX. Further details with respect to the transfer of the Common
Shares to the NEX will be announced by the Corporation in due course.


Consolidation of the Common Shares

At the Shareholders' Meeting, a special resolution authorizing an amendment to
the Corporation's articles in order to consolidate the outstanding Common Shares
on a one-for-four basis (the "Share Consolidation") was adopted with the support
of over 95.9% of the votes cast by shareholders. Warnex has filed articles of
amendment giving effect to the Share Consolidation on December 10, 2012.


Included with the mailing to shareholders of the management proxy circular dated
November 9, 2012 with respect to the Shareholders' Meeting, was a letter of
transmittal (the "Letter of Transmittal") to be used for the purpose of
surrendering share certificates representing pre-Share Consolidation Common
Shares in order to receive in exchange therefor new share certificates
representing post-Share Consolidation Common Shares. Registered holders of
Common Share who have not already done so are encouraged to complete and sign
the Letter of Transmittal and deliver it to Warnex's registrar and transfer
agent, Computershare Trust Company of Canada ("Computershare"), together with
certificates representing their Common Shares and the other required documents
in accordance with the instructions contained in the Letter of Transmittal.
Beneficial holders whose Common Shares are registered in the name of their
broker or of an agent or nominee of that broker should contact their broker for
assistance in depositing their Common Shares and should follow the instructions
of their broker or the agent or nominee of that broker in order to deposit their
Common Shares.


Additional copies of the Letter of Transmittal may be obtained by contacting
Computershare at 1-800-564-6253 or by email to:
corporateactions@computershare.com. The Letter of Transmittal is also available
under the Corporation's profile on SEDAR at www.sedar.com.


Election of Directors and Appointment of Auditors

Warnex is pleased to report that at the Shareholders' Meeting, each of the
current directors of the Corporation was re-elected for another term. These
directors are Mr. Michael Singer (Chairman of the Board of Directors), Dr.
Patrice Hugo, Mr. Louis Lacasse, Mr. Marc LeBel and Mr. Joseph Walewicz. Warnex
is also pleased to report that at the Shareholders' Meeting the current auditors
of the Corporation, Nexia Friedman, Chartered Accountants, were re-appointed.


CAUTION REGARDING FORWARD-LOOKING STATEMENTS 

Certain statements contained in this news release are forward-looking and are
subject to numerous risks and uncertainties, known and unknown, including the
risk that the Common Shares may not be finally accepted for listing on the NEX
and the risks associated with any future plans for Warnex. Moreover, in addition
to the various risks and uncertainties set out in the Corporation's most recent
Management's Discussion and Analysis, which can be found under the Corporation's
profile at www.sedar.com, some of which may no longer be relevant given the
closing of the Transaction, Warnex has identified certain other risks and
uncertainties that should be considered as a result of the closing of the
Transaction and the implementation of the Share Consolidation, including: (i)
the market price for the Common Shares after the Share Consolidation may not be
four times the market price for the Common Shares immediately prior to the Share
Consolidation, and any increase in the market price of the Common Shares may not
be sustained for any prolonged period of time; and (ii) the timing, nature and
impact of any course of action that management of the Corporation may determine
to carry out with respect to the remaining assets of the Corporation is
uncertain at this time.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Michael Singer
Chairman of the Board of Directors, Warnex Inc.
(514) 940-3610
msinger@thallion.com

Warnex (TSXV:WNX)
Historical Stock Chart
From Oct 2024 to Nov 2024

Warnex (TSXV:WNX)
Historical Stock Chart
From Nov 2023 to Nov 2024