Warnex Inc.

Warnex Inc.

November 28, 2005 09:47 ET

Warnex announces proposed private placement


Warnex Inc. (TSX:WNX) announces that it has
signed an engagement letter with GMP Securities Ltd. for a proposed private
placement on a firm underwriting basis of a minimum of 2,948,938 common shares
and a maximum of 2,996,975 common shares at a price of $1.30 per share, for
minimum gross proceeds to Warnex of $3,833,619 and maximum gross proceeds of

In connection with the proposed private placement, Warnex has granted GMP
Securities an option exercisable prior to the closing of the placement, to
purchase, in the event of a minimum offering, up to 897,216 additional common
shares and, in the event of a maximum offering, up to 849,179 additional
common shares, at the issue price of $1.30 per share. If the option is
exercised in full, the total proceeds to Warnex from the proposed private
placement will be $5 million.

The proposed private placement will be effected pursuant to prospectus
exemptions under applicable securities legislation and is expected to close on
or prior to December 8, 2005. The placement will be made through a syndicate
of underwriters led by GMP Securities Ltd., and including Fraser Mackenzie
Ltd. and Loewen, Ondaatje, McCutcheon Ltd. Closing is conditional upon receipt
of all necessary approvals, including that of the Toronto Stock Exchange, the
signing of a definitive underwriting agreement and the satisfaction of other
customary conditions.

Warnex has obtained an advance income tax ruling from Revenu Québec
confirming that its common shares qualify under the SME Growth Stock Plan
("régime Actions-croissance PME"). The common shares to be issued in the
proposed private placement will therefore constitute eligible shares for
purposes of the SME Growth Stock Plan, providing a 100% deduction for Quebec
income tax purposes to eligible investors, provided certain conditions are

Warnex will use the net proceeds from the proposed private placement for
the continued strategic development of its business and for working capital
purposes. There are currently 48,976,900 common shares of Warnex issued and

About Warnex

Warnex (www.warnex.ca) is a publicly traded (TSX: WNX) Canadian
biotechnology company devoted to protecting public health by providing
advanced diagnostic and quality control products and services to the
pharmaceutical, agri-food, and healthcare sectors. Warnex's genomics-based
technology offers a versatile detection platform that produces accurate
results rapidly, using Real-Time PCR technology combined with unique genetic
markers and software. Applications range from pathogen detection in foods to
GMO testing. Our development pipeline includes applications in the detection
of viruses, toxins, yeasts, and fungi, as well as meat speciation and
bioterrorism. Warnex's profitable and growing analytical, bioanalytical, and
clinical service groups offer a variety of quality control services, method
development and validation, contract R&D, bioavailability and bioequivalence
studies for clinical trials, and medical laboratory testing.

Warnex is a trademark of Warnex Inc.


Certain statements contained in this news release are forward-looking and
are subject to numerous risks and uncertainties, known and unknown. For
information identifying known risks and uncertainties, relating to the early
commercialization of Warnex products, intellectual property and licensing, R&D
of new Warnex products, manufacturing and laboratory facilities, suppliers,
key employees, key customers, financial resources and credit risk, government
regulations, foreign currency risk and volatility of share price, and other
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the
heading Risks and Uncertainties in the Management's Discussion and Analysis
for the third quarter ended on September 30, 2005, which can be found at
www.sedar.com. Consequently, actual results may differ materially from the
anticipated results expressed in these forward-looking statements.

This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The securities
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 unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.

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