WNS EMERGENT INC. (CDNX-WNS)
NEWS RELEASE
For Immediate Release: Friday, June 19, 2003
Calgary, Alberta

WNS ANNOUNCES ACQUISITION OF TCENET INC.

WNS Emergent Inc. (“WNS” or the “Company”) is pleased to announce that it has reached a binding agreement with TCEnet Inc. (TSX-V: TCE) (“TCE”) whereby WNS will acquire all of the outstanding shares of TCE for 5,000,000 shares of WNS and will acquire all of the secured convertible debentures currently issued by TCE, being approximately $525,000 of principal and accrued interest, for $525,000 of convertible debentures of WNS. The convertible debentures issued by WNS shall be unsecured, bear interest at 10% per annum, mature on August 31, 2005 and be convertible into shares at $0.10 per WNS share. WNS shall have the privilege to convert the convertible debentures into 6,000,000 shares of WNS, including principal, interest and prepayment penalty, at any time prior to December 31, 2003.

Based on 15,246,453 outstanding shares of TCE, each TCE shareholder will receive 1 WNS share for each 3.0493 shares of TCE. The agreement is subject to certain conditions, including TSX Venture Exchange approval, further due diligence, execution of a final agreement, the negotiated reduction of certain of TCE’s debts, and all requisite shareholder and debentureholder approval.

TCE’s business solutions are based on proprietary intellectual property comprised of Cendec and Simulutions. TCE’s Cendec division provides systems to manage information, records and documents to optimize management of a company’s materials and assets. Simulutions provides for the acquisition and management of mission critical information and records for pipeline operations for some of the world’s largest energy and natural resource companies.

“Over the past year, WNS has established a viable information technology company with a breadth of expertise in infrastructure and document and records management, combined with intellectual property focused in niche areas where WNS has the ability to become a dominant player. The acquisition of TCE significantly adds to our base of intellectual property. The objective is to leverage our depth of service expertise to implement, customize and integrate our combined proprietary technologies into the legacy and document and records management systems vital to business. Strategically, the acquisition of TCE will strengthen our core intellectual property and base of customers, and open new markets for our existing products and services. Operationally, our combined expertise will add significant functionality to the ability to integrate TCE’s products into a greater number of customers and their mission critical applications,” said George Watson, President and CEO of WNS.

“Financially, the combined organization will have a stronger balance sheet, positive and improved working capital and the economies of scale to be able to afford stronger marketing and research and development budgets critical for the success of the organization,” said Alykhan Mamdani, CFO of WNS.

“WNS has a proven track record of being able to successfully unlock the synergies from business combinations. This strength of leadership, continuity and combined financial viability are imperative for both the short and long term success of our business,” said Don Shaw, President and CEO of TCE.

WNS Emergent provides technology to clients to assist in the management of their vital information and documents. Our solutions allow our clients to Connect, Communicate and Collaborate. Our Connect solutions team consists of infrastructure specialists who handle everything from the complete outsourced management of networks to the most complex integration of wireless services. Our Communicate solutions include the design, development, implementation and support of specialized information and document management solutions using a team of experts deployed across Canada. Our Collaborate Solutions include proprietary information, document and records management technologies. For more information, please visit www.wnsemergent.com.

For further information, please contact:

Mr. George Watson
President & CEO
Tel: (403) 705-7500
Fax: (403) 705-7555
E-mail: george.watson@wnsemergent.com

or

Mr. Alykhan Mamdani
CFO
Tel: (403) 705-7500
Fax: (403) 705-7555
E-mail: alykhan@wnsemergent.com

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.