DIAGNOS completes merger with Warnex Inc.

Date Closed: 7/08/2014

Value: Undisclosed

On July 8, 2014, DIAGNOS Inc. (DIAGNOS), announced the closing of the merger (the Merger) of Warnex Inc. (WARNEX) with a wholly-owned subsidiary of DIAGNOS initially announced on May 5, 2014.

DIAGNOS will issue 28,323,884 common shares (the Shares) to the shareholders of WARNEX and 1,875,000 stock warrants (the Diagnos Warrants) to Persistence Capital Partners. Each Diagnos Warrant will be exercisable into one common share of DIAGNOS at an exercise price of $0.10 per share until November 25, 2014.

In connection with the Merger, DIAGNOS declared that it will grant to the shareholders of DIAGNOS of record as of July 18, 2014, one half-warrant (the Amalgamation Warrant) for each DIAGNOS common share held. In total, 53,073,787 whole Amalgamation Warrants will be granted on the payable date of July 21, 2014. Each whole Amalgamation Warrant will be exercisable into one common share of DIAGNOS at an exercise price of $0.10 per share until July 21, 2015. The Amalgamation Warrants will contain an acceleration clause pursuant to which DIAGNOS will have the right to force the exercise of such Amalgamation Warrant in the event the weighted average trading price of the DIAGNOS shares is equal or greater than $0.15 per share during 20 consecutive trading days.

DIAGNOS, headquartered in Brossard, Québec, is engaged in the development of knowledge extraction software.

WARNEX, headquartered in Dorval, Quebec, is a life sciences company devoted to protecting public health by providing laboratory services to the pharmaceutical and healthcare sectors.

BLG represented DIAGNOS with a team led by Pascal de Guise and included Misha Benjamin, John Godber, Joseph Takhmizdjian and Ryan Tomicic.