Warnex Inc. (TSX:WNX)("Warnex") today announced that it has sold the assets of
its Medical Laboratories division to Gamma-Dynacare Medical Laboratories
("Gamma-Dynacare"), one of Canada's largest providers of medical laboratory
services, for gross proceeds of $7.5 million (the "Transaction"). Warnex also
announced that, in obtaining the requisite approvals for proceeding with the
Transaction, it has reached an agreement with the four holders (collectively,
the "Debentureholders") of all of its outstanding debentures (collectively, the
"Debentures") whereby the Debentureholders have consented to the Transaction and
Warnex has agreed to use a portion of the sale proceeds generated from the
Transaction to fully repay and settle the Debentures of three of the
Debentureholders and to repay a substantial portion of the Debentures held by
the remaining Debentureholder.


The Transaction

Pursuant to the Transaction by which Gamma-Dynacare has acquired Warnex's
Medical Laboratories division, Gamma-Dynacare has also assumed certain
liabilities of the division and will provide employment to the 25 employees
specific to the division. Warnex may also receive up to an additional $2.6
million in consideration in the form of an earn-out based upon the financial
performance of the Medical Laboratories division in the 12 months following the
closing of the Transaction. The terms of the Transaction also provide that
Warnex will lease to Gamma-Dynacare certain dedicated laboratory and office
space for a period of three years and will assist in the smooth transition of
the operations to Gamma-Dynacare in order to provide uninterrupted service to
customers.


Repayment of Debentureholders

With respect to the agreement on the repayment of the Debentures, three
Debentureholders were owed approximately US$3,135,481, US$1,091,097 and
US$363,699, respectively, in principal and interest on their 18% convertible
Debentures due January 31, 2012 (the "January 2012 Debentures"). Each of such
three Debentureholders agreed to accept a one-time payment from Warnex equal to
91% of the amount of principal and interest owed on its January 2012 Debenture
in full payment and settlement of such Debenture, which payments were
collectively equal to approximately US$4,177,152. The fourth Debentureholder,
Persistence Capital Partners LP ("PCP"), was owed prior to the closing of the
Transaction approximately CDN$2,140,815 on the January 2012 Debenture it holds
and approximately CDN$602,960 on the 18% convertible Debenture due February 29,
2012 (the "February 2012 Debenture") it holds. PCP agreed to accept a one-time
payment from Warnex of CDN$1,166,104, which was equal to approximately 42.5% of
the collective amount of principal and interest owed on its January 2012
Debenture and February 2012 Debenture, with the 57.5% balance owing on such
Debentures remaining outstanding.


Warnex intends to use the remaining proceeds from the Transaction for working
capital purposes.


"Warnex has been working diligently over the past few months to improve its
balance sheet and position the Company for the future. The sale of the Medical
Laboratories division and the agreement with the debentureholders are key steps
in this process, and over the coming months we will continue to focus our
efforts on positioning the company for future success and increasing shareholder
value," said Michael Singer, Chairman of the Executive Committee of the Board of
Directors. "We would like to thank the employees of the Medical Laboratories
division for their contributions over the years, and we wish them future success
with Gamma-Dynacare."


About Gamma-Dynacare Medical Laboratories

Gamma-Dynacare (www.gamma-dynacare.com) is one of Canada's largest and most
respected providers of laboratory services and solutions, with more than 50
years of experience serving Canadians. Headquartered in Brampton, Ontario,
Gamma-Dynacare operates four laboratories in Ontario (Brampton, London, Ottawa
and Bowmanville), one in Montreal and three in Winnipeg. In addition,
Gamma-Dynacare operates more than 200 Patient Services Centres in Ontario,
Quebec, Manitoba, Saskatchewan and Alberta. Gamma-Dynacare's 2,000 skilled and
dedicated employees perform millions of tests each year, playing a key role in
the prevention and diagnosis of disease and the treatment of patients.


About Warnex

Warnex (www.warnex.ca) is a life sciences company devoted to protecting public
health by providing laboratory services to the pharmaceutical sector. Warnex
Analytical Services provides pharmaceutical and biotechnology companies with a
variety of quality control services, including chemistry, chromatography,
microbiology, method development and validation, and stability studies. Warnex
Bioanalytical Services specializes in bioequivalence and bioavailability studies
for clinical trials. Warnex has two facilities located in Laval and Blainville,
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 further
information identifying known risks and uncertainties, relating to financial
resources, liquidity risk, key customers and business partners, credit risk,
foreign currency risk, government regulations, laboratory facilities, volatility
of share price, employees, suppliers, 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 Warnex's most recent Management's Discussion and Analysis, 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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