Warnex announces a financing of $12,000,000 with the SGF Soquia
Montréal, June 18, 2002 - Warnex is pleased to announce that it has accepted the terms of a letter of interest related to a financing from SGF Soquia Inc. (“ SGF Soquia») for an amount totalling $12,000,000. This amount is to be made up of $9,000,000 in units of Warnex and $3,000,000 in convertible debentures. Warnex is also pleased to announce that it has signed a letter of intent with 9066-2032 Quebec Inc. (“ 9066”), a company controlled by Dr. Christian Archambault, a Director and Executive Vice‑President of Warnex, related to the acquisition of the 35% interest in the shares of Genevision Inc. (“Genevision”) that it does not already own, for a total consideration of $7,350,000. Genevision will then become a wholly owned subsidiary of Warnex. The closing of the transaction will take place on or around July 10, 2002.
“We are extremely pleased to have the opportunity to work with SGF Soquia to commercialize the Genevision technology”, said Mark Busgang, President and CEO of Warnex. “These new funds will permit the Company to construct its low density array manufacturing facility and to have adequate working capital to fund its operations for the coming years. We anticipate that beginning in 2004, Warnex will be profitable and generating positive cash flow.”
The proposed investment by SGF Soquia in Warnex is conditional to the completion of the acquisition of the balance of the outstanding shares of Genevision Inc., the receipt of all the required regulatory approvals, the completion of the due diligence to the entire satisfaction of SGF Soquia and the execution of agreements between SGF Soquia, the Company and its principal shareholders on terms and conditions satisfactory to all of the parties. Subject to the conditions contained herein, SGF Soquia will invest an amount of $9,000,000 in units of Warnex, each unit being composed of one common share and one quarter of a common share purchase warrant. The price of each unit will be $1.05, however should the average closing price of Warnex common shares for the 15 days prior to the closing of the transaction be less than $1.05, the subscription price for the units would be equal to that average. Each whole common share purchase warrant allows SGF Soquia to subscribe to one common share of Warnex at $1.50 per share for a period of two years following the closing of the transaction. SGF Soquia will also subscibe to convertible debentures for $3,000,000, bearing an annual interest rate of 12% and convertible into common shares of the Company.
The Directors of Warnex, having received a favourable opinion from an independent committee of the Board (made up of Richard Laferriere, Louis Lacasse and Hubert Marleau) created and mandated to negotiate the conditions of the acquisition, have approved the acquisition of the minority interest of Genevision from 9066.
“This transaction gives our shareholders the comfort of knowing that the Company controls 100% of our flagship technology which will contribute to our development and profitability” said Richard Laferrière, Chairman of the Board of Warnex.
The letter of intention with 9066 provides that, subject to the approval of the various regulatory authorities, Warnex will proceed, concurrently with the closing of the SGF Soquia transaction, to acquire the balance of the shares in Genevision Inc. that it does not already own, through the issue of 7,000,000 common shares of Warnex at a deemed price of $1.05 and the issue of 1,750,000 common share purchase warrants. Each warrant shall allow 9066 to subscribe to one common share of Warnex at $1.50 per share for a period of two years following the closing of the transaction. Of the shares to be issued to 9066, 5,250,000 shall be held in escrow and will be released subject to milestones related to obtaining approval from various regulatory authorities as well as certain commercial milestones. “I am extremely happy to have concluded this agreement with Warnex” said Dr. Archambault. “The structure of this agreement demonstrates my confidence in the Genevision technology as well as in the overall business plan of Warnex.”
Inasmuch as the sole director and shareholder of 9066 is Dr. Archambault and he also serves as a Director and Executive Vice‑President of Warnex, the transaction related to the acquisition of his minority interest in Genevision Inc. is subject to Policy Q‑27 of the QSC. In accordance with this Policy, Warnex is exempted from obtaining minority shareholders’ approval and a third party evaluation since the proposed acquisition was negotiated with an arm’s length controlling shareholder. Effectively Mark Busgang owns directly or indirectly 22.6 % of the issued shares and outstanding shares of Warnex whereas 9066 and Dr. Christian Archambault hold 3.6 % of the shares. Mr. Busgang also meets the conditions set out in Policy Q‑27 of the QSC whereby the transaction is exempt from the requirement for an evaluation and approval of the minority shareholders in as much as: (i) he is not a party to the transaction, (ii) he is dealing at arm’s length with Dr. Archambault and 9066, (iii) he supports the transaction, and (iv) he is treated identically to all other shareholders in Canada and will not receive, directly or indirectly, as a consequence of the transaction, a benefit that is not also received on a pro‑rata basis by all other shareholders.
In the context of the above-mentioned transactions, Warnex will also complete, subject to certain conditions, a previously announced private placement of $6,000,000 of which $4,515,000 has already been completed in two previous transactions on December 12 and March 12. In order to complete this transaction, the Company will issue 1,500,000 units at $1.05 each, each unit to be composed of a common share and one-half of a common share purchase warrant. Each whole common purchase warrant will allow it’s holder to subscribe to one common share of Warnex at $1.50 per share for a period of two years following the closing date.
Warnex is a diversified genomics based biotechnology company, whose main focus is Genevision, a platform technology based on the use of DNA markers in low density arrays that combines the detection of pathogens and other bacteria as well as product traceability to create an integrated quality control system for the environmental, agri-food and pharmaceutical markets.
Warnex also has operations specialized in the high quality analytical, bio-analytical and forensic consulting services. (www.warnex.ca)
About SGF Soquia
SGF Soquia is a subsidiary of the Société générale de financement du Québec whose mission is to carry out economic development projects meeting normal profitability requirements, in collaboration with business partners. Since it was restructured in 1998, SGF has generated investments of about $7.5 billion, creating over 19,400 direct and indirect jobs in the operating phase, not counting the thousands of jobs created during the construction phase. As at December 31, 2001, SGF’s consolidated assets are greater than $3 billion. SGF has 57 international partners operating in Quebec. (sgfqc.com)
The common shares of Warnex trade on the TSX Venture Exchange (TSX) under the symbol WNX. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Mark J. Busgang
President and CEO