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AltaRex Announces Private Placement of Special Warrants for up to $7 Million

   ALTAREX LOGO
AltaRex Logo. (PRNewsFoto)[AG]
WALTHAM, MA USA
    WALTHAM, Mass., March 7 /PRNewswire-FirstCall/ --
AltaRex Corp. (AXO.TO, ALXFF.OTC), a developer of foreign antibodies that
activate the immune system to treat cancer, announced today that it has issued
185.7 Special Warrants as part of an offering of up to 1,000 Special Warrants
on a private placement basis.  If fully subscribed, the offering could provide
up to C$7 million in capital to the Company (before expenses of the offering)
upon issuance of a receipt for a final prospectus filed with the Ontario
Securities Commission.  The actual proceeds realized by the Company will
depend upon the number of Special Warrants issued in the offering and the
price at which the Special Warrants are automatically converted.
    Following the issuance of the receipt for the final prospectus, each
Special Warrant will automatically convert into one Unit consisting of a
number of common shares of the Company, to be determined by a formula based on
the five day volume weighted average trading price of the Company's common
shares less the maximum discount permitted by the rules of the Toronto Stock
Exchange, plus 250 Common Share Purchase Warrants.  At that time, the
investors will be required to pay to the Company an amount per Special Warrant
equal to the number of common shares into which a Unit will convert multiplied
by the discounted volume weighted average trading price of the Company's
common shares referred to above. Each Common Share Purchase Warrant will
entitle the holder to acquire one common share for a period of five years at
an exercise price equal to the five day volume weighted average trading price
referred to above.  The maximum number of common shares issuable upon the
conversion of the Units and the exercise of the Purchase Warrants is
8,250,000.
    A portion of each investor's maximum committed subscription amount has
been, or will be, deposited in escrow.  Such funds will be released to the
Company upon the automatic conversion of the Special Warrants, or, in the
event the conversion does not occur prior to 5:00 p.m. (Toronto time) on May
5, 2002, to the investor.
    The Company has filed a preliminary prospectus with the Ontario Securities
Commission relating to the distribution of up to 1,000 Units comprising the
underlying common shares and Common Share Purchase Warrants referred to above.
    The securities sold in the offering will not be and have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.

    This news release contains forward-looking statements that involve risks
and uncertainties, which may cause actual results to differ materially from
the statements made.  For this purpose, any statements that are contained
herein that are not statements of historical fact may be deemed to be forward-
looking statements.  Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "intends," "expects" and similar expressions are
intended to identify forward-looking statements.  Such risks and uncertainties
include, but are not limited to our need for capital and the risk that the
Company can not raise funds on a timely basis on satisfactory terms or at all,
the need to obtain corporate alliances and the risk that the Company cannot
establish corporate alliances on a timely basis, on satisfactory terms, or at
all, changing market conditions, uncertainties regarding the timely and
successful completion of clinical trials, patient enrollment rates,
uncertainty of pre-clinical, retrospective, early and interim clinical trial
results, which may not be indicative of results that will be obtained in
ongoing or future clinical trials, whether the Company will file for
regulatory approval on a timely basis, uncertainties as to when, if at all,
the FDA will accept or approve the Company's regulatory filings for its
products, the need to establish and scale-up manufacturing processes,
uncertainty as to the timely development and market acceptance of the
Company's products, uncertainty as to whether patents will issue from pending
patent applications and, if issued, as to whether such patents will be
sufficiently broad to protect the Company's technology, and other risks
detailed from time-to-time in the Company's filings with the United States
Securities and Exchange Commission and Canadian securities authorities.  The
Company does not assume any obligation to update any forward-looking
statement.

THE TORONTO STOCK EXCHANGE HAS NOT APPROVED OR DISAPPROVED OF THE INFORMATION
                               CONTAINED HEREIN




SOURCE AltaRex Corp.




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  • http://www.altarex.com
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    CONTACT:
    Peter Gonze, Operations/Investor Relations,
    +1-781-672-0138 ext. 1503, pgonze@altarex.com; or Sondra
    Henrichon, Investor Relations, +1-781-672-0138 ext. 1510,
    shenrichon@altarex.com, both of AltaRex Corp.