Warnex announces a financing of $12,000,000 with SGF Soquia
Montréal, July 11, 2002 - Warnex Inc. (“Warnex”) is pleased to announce that it has completed a financing with SGF Soquia Inc. (“ SGF Soquia”) for an amount totalling $12,000,000. This amount is made up of $9,000,000 in units of Warnex and $3,000,000 in convertible debentures. Warnex is also pleased to announce the acquisition of the 35% interest in the shares of Genevision Inc. held by 9066-2032 Québec Inc. (“9066”) for a total consideration of $7,350,000. Following this transaction, Genevision Inc. becomes a wholly owned subsidiary of Warnex.
“The completion of the financing and the acquisition of the minority interest in Genevision Inc. will allow Warnex to commercialize its GenevisionTM technology platform” said Mark Busgang, President and CEO of Warnex. “We expect the Genevision technology to become the standard for ensuring the safety of our food supplies and of the environment in which we live.”
SGF Soquia subscribed for an amount of $9,000,000 in units of Warnex, each unit being comprised of one common share and 0.25 of a common share purchase warrant. The subscription price of each unit was $1.05. Each whole common share purchase warrant grants SGF Soquia the right 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 also invested $3,000,000 in convertible debentures, bearing an annual interest rate of 12% and convertible into common shares of Warnex. According to the terms of the transaction, SGF Soquia received 8,571,428 common shares, representing 20.64% of the issued and outstanding shares in the capital of Warnex, as well as 2,142,857 common share purchase warrants.
With regards to the acquisition of the balance of the shares in Genevision Inc., as described in the press release issued by Warnex on June 18, 2002 pursuant to Policy Q‑27 of the Commission des valeurs mobilières du Québec, it was completed by the issuance to 9066 of 7,000,000 common shares of Warnex at a price of $1.05 per share and by the issuance of 1,750,000 common share purchase warrants. Each common share purchase warrant grants 9066 the right to subscribe to one common share of Warnex at a price of $1.50 per share for a period of two years following the closing of the transaction. Of the shares issued to 9066, 5,250,000 are held in escrow and shall be released subject to milestones related to obtaining regulatory approvals required for commercialisation, as well as reaching certain commercial objectives.
Warnex has also completed 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, 2001 and March 12, 2002. The Company has issued, in consideration for $1,500,000, 1,428,571 units at $1.05 per unit, each unit being comprised of a common share and one‑half of a common share purchase warrant. Each whole common share purchase warrant shall grant its holder the right to subscribe to one common share of Warnex at $1.50 per share for a period of two years following the closing date.
All securities issued pursuant to the transactions described herein are subject to a hold period until November 11, 2002.
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)
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.
(Not for distribution or dissemination in the United States)
About SGF Soquia
SGF Soquia is a subsidiary of Société générale de financement du Québec whose mission is to realize 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 were greater than $3 billion. SGF has 57 international partners operating in Quebec. (sgfqc.com)
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Mark J. Busgang
President and CEO