DORVAL, QC, June 26, 2014 /CNW Telbec/ - Warnex Inc. (TSXV: WNX.H) ("Warnex") is pleased to announce that, at an annual and special meeting of its shareholders (the "Meeting") held earlier today, its shareholders approved the terms of its previously announced amalgamation (the "Amalgamation") with a wholly-owned subsidiary of Diagnos Inc. ("Diagnos") (TSX-V: ADK). The Amalgamation was approved by 99.95% of Warnex shareholders voting in person or by proxy at the Meeting.
Closing of the Amalgamation is expected to occur on or about July 8, 2014.
Upon closing of the Amalgamation, shareholders of Warnex will receive one common share of Diagnos (a "Diagnos Share") for each common share of Warnex (a "Warnex Share") held. Each shareholder of Warnex and Diagnos will, following closing of the Amalgamation, be entitled to receive one half warrant (a "Warrant") to purchase one Diagnos Share for each Warnex Share or Diagnos Share held. Each whole Warrant will be exercisable at a price of $0.10 per share for a period of twelve months following the closing of the Amalgamation.
It is also expected that, following the closing of the Amalgamation, the Warnex Shares will be delisted from trading on the NEX and the amalgamated entity will apply to cease being a reporting issuer under the securities legislation of each province of Canada where it is a reporting issuer.
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, 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 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. The Amalgamation is subject to the satisfaction of the conditions under the Pre-Amalgamation Agreement. There is no assurance that the Amalgamation will be completed as proposed or at all. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Warnex Inc.
For further information:
Chairman of the Board of Directors, Warnex Inc.
Tel: (514) 940-3600