FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
financial year ended May 31, 2005
Lorus
Therapeutics Inc.
(Translation
of registrant’s name into English)
2
Meridian Road, Toronto, Ontario M9W 4Z7
(Address
of principal executive offices)
[Indicate
by check mark whether the registrant files or
will file
annual reports under cover Form 20-F or Form 40-F.]
Form 20-F
___
____ Form
40-F __
X__
[Indicate
by check mark whether the registrant by
furnishing
the information contained in this Form is also
thereby
furnishing the information to the Commission pursuant
to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes
________ No ____X___
[If "Yes"
is marked, indicate below the file number
assigned
to the registrant in connection with Rule 12g3-2(b): 82-
_____
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Lorus
Therapeutics Inc.
Date:
April
18, 2005 By:_
“Shane Ellis”_
Shane
Ellis
Vice
President, Legal Affairs &
Corporate
Secretary
Contacts:
Lorus
Therapeutics
Inc.
Media
Contacts:
US
Investor Relations
Bruce
Rowlands
Eliza
Walsh / Amy
Banek
Tim
Clemensen
Senior
Vice
President
Mansfield
Communications
Rubenstein
& Co.
(416)
798-1200 ext.
338
(416) 599-0024 / (212)
370-5045
(212)
843-9337
browlands@lorusthera.com
eliza@mcipr.com/
amy@mcipr.com
tim@rir1.com
LORUS
CLOSES THIRD TRANCHE OF $15 MILLION CONVERTIBLE DEBENTURE
FINANCING
TSX:
LOR
AMEX:
LRP
TORONTO,
CANADA, APRIL 18, 2005 -
Lorus
Therapeutics Inc. (Lorus), a biopharmaceutical company specializing in the
development and commercialization of pharmaceutical products and technologies
for the management of cancer, today announced the closing on April 15, 2005 of
the third and final tranche of a $15 million private placement of convertible
secured debentures with The Erin Mills Investment Corporation (TEMIC). The
proceeds of the private placement will be used to finance the Company's
development, commercialization and ongoing operations.
Pursuant
to the terms of the private placement, Lorus issued to TEMIC a convertible
debenture in the principal amount of $5 million maturing October 6, 2009. The
debenture is convertible at the option of the holder at any time prior to
maturity into common shares at a conversion price of $1.00 per share. The
conversion price represents a 41 per cent premium to the April 14, 2005 closing
price on the Toronto Stock Exchange.
Pursuant
to the terms of the original subscription agreement, TEMIC agreed to purchase
three secured convertible debentures, each in the principal amount of $5
million, on each of October 6, 2004, January 14, 2005 and April 15, 2005,
provided that an event of default had not occurred under any debentures issued
by Lorus and held by TEMIC or a material adverse change had not occurred in the
business and affairs of Lorus.
The
principal amount of the debentures is secured by a first charge over all of the
assets of Lorus and bears interest at the rate of prime plus 1 per cent per
annum, compounded monthly. Interest is payable monthly on the debentures in
common shares until the price of Lorus' common shares on the Toronto Stock
Exchange is equal to a 60-day weighted average trading price of
$1.00 at
which point, the interest is payable on a monthly basis in cash or in common
shares, at the option of the holder. No further interest is payable on the
debentures after the market price of Lorus' common shares on the TSX is equal to
or exceeds a 60-day weighted average trading price of $1.75 per
share.
Of the
2,000,000 warrants that were placed in escrow upon the closing of the first
tranche, Lorus released from escrow 1,000,000 warrants to TEMIC in consideration
for the closing of the second tranche of the financing and the remaining
1,000,000 warrants on completion of the third tranche.
About
Lorus
Lorus is
a biopharmaceutical company focused on the development and commercialization of
cancer therapies. Lorus’ goal is to capitalize on its research, preclinical,
clinical and regulatory expertise by developing new drug candidates that can be
used, either alone, or in combination, to successfully manage cancer. Through
its own discovery efforts and an acquisition and in-licensing program, Lorus is
building a portfolio of promising anticancer drugs. Late-stage clinical
development and marketing may be done in cooperation with strategic
pharmaceutical partners. Lorus currently has three products in human clinical
trials with a pipeline of eight clinical trials in phase II clinical trial
programs and one phase III registration clinical trial. Lorus Therapeutics Inc.
is a public company listed on the Toronto Stock Exchange under the symbol LOR,
and on the American Stock Exchange under the symbol LRP. Virulizin® is a
registered trademark of Lorus Therapeutics Inc.
Forward
Looking Statements
Except
for historical information, this press release contains forward-looking
statements, which reflect the Company’s current expectation and assumptions, and
are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated. These forward-looking
statements involve risks and uncertainties, including, but not limited to,
changing market conditions, the Company’s ability to obtain patent protection
and protect its intellectual property rights, commercialization limitations
imposed by intellectual property rights owned or controlled by third parties,
intellectual property liability rights and liability claims asserted against the
Company, the successful and timely completion of clinical studies, the
establishment of corporate alliances, the impact of competitive products and
pricing, new product development, uncertainties related to the regulatory
approval process, product development delays, the Company’s ability to attract
and retain business partners and key personnel, future levels of government
funding, the Company’s ability to obtain the capital required for research,
operations and marketing and other risks detailed from time-to-time in the
Company’s ongoing quarterly filings, annual information form, annual reports and
40 -F filings. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Lorus
Therapeutics Inc.’s press releases are available through the Company’s Internet
site: http://www.lorusthera.com.