Warnex Inc.

Warnex Inc.

April 25, 2006 11:00 ET

Warnex signs agreement for the acquisition of PRO-DNA Diagnostic Laboratory

LAVAL, QC, April 25- Warnex Inc. (TSX:WNX) announced today that
it has entered into an agreement in principle for the acquisition of PRO-DNA
Diagnostic ("PRO-DNA"), a laboratory offering genetic testing services. The
purchase price will be approximately $2 million, which is divided into
$1.2 million in cash, approximately $200,000 to $300,000 in working capital
adjustments and $500,000 payable in common shares of Warnex. The common shares
are subject to milestones that may be achieved in the 25 months following the
closing date of the transaction and are also subject to a statutory hold
period of 4 months from the date of issue.

The transaction is subject to usual conditions, namely, the conclusion of
all related agreements and the relevant regulatory authorizations, and is
expected to close within the next month.

"The acquisition of PRO-DNA will mark our entry into the field of human
genetics testing and pharmacogenomics" said Mark Busgang, President and CEO of
Warnex. "This is part of our 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."

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.

PRO-DNA (www.proadn.com) offers services in the fields of human
identification testing and molecular diagnostics. In the human identification
field, the company offers paternity testing, in addition to tests for
determining maternity, twin zygosity and other family relationships, as well
forensic testing. In the molecular medicine field, tests include DNA-oriented
genetic predisposition tests and tracking tests for medical areas, such as
hematology, oncology and infectious diseases.

PRO-DNA also offers pharmacogenomic services, which involve the study of
genetic factors that influence an individual's reaction to a drug.
Pharmacogenomics opens the doors to personalized medicine, enabling medical
personnel to prescribe more efficient treatments according to their patients'
genetic profiles and therefore increasing their effectiveness while reducing
the risk of adverse side effects. Pharmacogenomics will also improve the
overall process of drug development, reducing the time and cost involved in
drug discovery and clinical trials.

PRO-DNA also offers research and development services, such as
sequencing, genotyping and other molecular biology services, to the scientific
community, the pharmaceutical industry, and to clinical research
organizations.

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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