Exhibit
99.1
Form
51-102F3
Material
Change Report
Item
1 Name
and Address of Company
Lorus
Therapeutics Inc. (“Lorus”)
2
Meridian Road
Toronto,
Ontario
M9W
4Z7
Item
2 Date
of Material Change
August
30, 2006
Item
3 News
Release
On
August 31, 2006, Lorus issued a press release relating to the material change
described below. The press release, a copy of which is attached to this report,
was distributed by Canada Newswire.
Item
4 Summary
of Material Change
Lorus
successfully completed the transaction
previously announced
with High Tech
Beteiligungen GmbH & Co. KG (“High
Tech”)
to issue 28.8 million common shares at $0.36 per share (the “Purchased
Shares”)
for gross proceeds of $10.4 million, pursuant to a Share Purchase Agreement
dated as of July 13, 2006 (the “Share
Purchase Agreement”).
Item
5 Full
Description of Material Change
Lorus,
a biopharmaceutical company specializing in the research and development of
pharmaceutical products and technologies for the management of cancer,
successfully
completed the transaction
previously announced with High Tech to issue the Purchased Shares for gross
proceeds of approximately $10.4 million,
pursuant to the Share Purchase Agreement.
Lorus
and High Tech also entered into a registration rights agreement that provides,
among other things, that High Tech will have a demand right to request, an
aggregate number of five times, the registration or qualification of the
Purchased Shares for resale in the United States and Canada, subject to certain
restrictions. High Tech has also been granted piggy-back rights to enable it
to
sell the Purchased Shares in connection with a public offering of shares of
Lorus, subject to certain exceptions. In addition, pursuant to the Share
Purchase Agreement, HighTech will have the right to nominate one nominee on
the
board of directors of Lorus or, if it does not have a nominee, it will have
the
right to appoint an observer to the board for as long as it owns
shares.
In
accordance with the terms of the Share Purchase Agreement, Lorus agreed not
to
issue any common shares or securities convertible into common shares, subject
to
certain limited exceptions, until July 31, 2007, at a price of less than $0.36
per common share. In addition, certain named executive officers of Lorus signed
“lock-up” agreements whereby they agreed not to dispose of their common shares
for a period of 30 days following the closing date, and for the 30 days
immediately following such 30 day period, they agreed not to dispose greater
than 50% of the aggregate number of common shares they hold as at the closing
date.
Item
6 Reliance
on subsection 7.1(2) or (3) of National Instrument 51-102
This
Report is not being filed on a confidential basis in reliance on subsection
7.1(2) or (3) of National Instrument 51-102.
Item
7 Omitted
Information
No
information has been omitted on the basis that it is confidential
information.
Item
8 Executive
Officer
The
following executive officer of Lorus is knowledgeable about the material change
and may be contacted by any of the Securities Commissions in respect of the
change:
Name: |
Jim A. Wright |
|
|
Title: |
President and Chief Executive Officer |
|
|
Telephone: |
(416) 798-1200 (ext. 340) |
|
|
Item
9 Date
of Report
September
8, 2006
Attention
Business Editors:
Lorus
Therapeutics completes financing transaction
-Transaction
with High Tech-
TORONTO,
CANADA - August 31 /CNW/ - Lorus Therapeutics Inc., a biopharmaceutical company
specializing in the research and development of pharmaceutical products and
technologies for the management of cancer, today announced that it
has successfully completed the transaction
previously announced
with High Tech
Beteiligungen GmbH & Co. KG to issue 28.8 million common shares at $0.36 per
share for gross proceeds of $10.4 million.
About
Lorus
Lorus
is a biopharmaceutical company focused on the research and development 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 clinical assessment with a pipeline of
seven clinical trials in phase II programs, one phase II clinical study
completed, and one large Phase III clinical trial recently completed. 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 within the meaning of the Private Securities Litigation Reform Act
of
1995, 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 forms, 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 recent press releases are available through the Company’s
Internet site: http://www.lorusthera.com.
%SEDAR:
00002368EF
For
further information: Lorus Therapeutics Inc., Grace Tse, Corporate
Communications, (416) 798-1200 ext. 380, ir@lorusthera.com
Media Contacts: Susana Hsu, Mansfield Communications, (416)
599-0024.