DORVAL, QC, June 25, 2014 /CNW Telbec/ - On May 30, 2014, Warnex Inc. (TSXV: WNX.H) (“Warnex”) entered into a pre-amalgamation agreement (the “Pre-Amalgamation Agreement”) with Diagnos Inc. (“Diagnos”) (TSXV: ADK) pursuant to which Warnex agreed to carry out an amalgamation (the “Amalgamation”) under which Warnex will amalgamate with a wholly-owned subsidiary of Diagnos (the “Amalgamation”).
On June 16, 2014, Warnex received TSX-V approval in connection with the Amalgamation.
After the closing of the market on June 24, 2014, Warnex confirmed that it was satisfied with its due diligence investigation of Diagnos and delivered a notice to Diagnos waiving the due diligence condition in its favour under the Pre-Amalgamation Agreement.
Completion of the Amalgamation remains subject to other closing conditions, including but not limited to: (i) approval by at least two-thirds of the votes cast at the annual and special meeting of shareholders of Warnex to be held on June 26, 2014, and (ii) satisfaction of standard closing conditions for transactions of this nature.
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 atwww.sedar.com. Consequently, actual results may differ materially from the anticipated results expressed in these forward-looking statements. The Amalgamation is subject to the receipt of requisite shareholder approval by Warnex and the satisfaction of other 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.
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