Warnex Inc.

Warnex Inc.

May 09, 2006 16:05 ET

Warnex concludes acquisition of PRO-DNA Diagnostic

LAVAL, QC, May 9 - Warnex Inc. (TSX:WNX) today announced that it
has concluded the acquisition of all of the issued and outstanding shares of
PRO-DNA Diagnostic ("PRO-DNA"), a laboratory offering genetic testing
services, following an agreement in principle announced on April 25, 2006.

The purchase price, including a first working capital adjustment, is
$1,907,821, of which $1,407,821 was paid in cash and a maximum value of
$500,000 will become payable either in common shares of Warnex or in cash, at
Warnex's option (the "Earn-Out"). The Earn-Out is contingent on milestones
that may be achieved in the 25 months following the closing date of the
transaction. Should common shares be issued, they could be subject to a
statutory hold period of 4 months from the date of issue. The purchase price
is also subject to a further adjustment to be determined within 180 days.

PRO-DNA (www.proadn.com) offers services in the fields of human
identification testing, molecular diagnostics, pharmacogenomics and research
and development. PRO-DNA had annual revenue of $870,000 in its last fiscal
year and is expected to be immediately accretive to earnings. It will operate
as a division of Warnex Medical Laboratories and it will be relocated in the
Warnex building in Laval, Quebec.

The acquisition of PRO-DNA marks Warnex's entry into the field of human
genetics testing and pharmacogenomics. This is part of the Company's long-term
vision of becoming a service provider that offers state-of-the-art technology
not only in direct-to-patient healthcare but also as part of the broader
clinical trial industry.

About Warnex

Warnex (www.warnex.ca) is a biotechnology company devoted to protecting
public health by providing advanced diagnostic products and science-based
services to the agri-food, pharmaceutical 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. With a focus on pathogen detection in food, our
development pipeline also includes applications in GMO testing and meat
speciation, as well as in the detection of viruses, yeasts and moulds.
Warnex's analytical, bioanalytical, and medical laboratory 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., Laval, Quebec.

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. 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 in
the 2005 Annual Report, which can be found at www.sedar.com. Consequently,
actual results may differ materially from the anticipated results expressed in
these forward-looking statements.

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