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
July
14, 2006
Item
3 News
Release
On
July 14, 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
has entered into an agreement with High Tech Beteiligungen GmbH & Co. KG
(“High Tech”) to issue 28.8 million common shares at $0.36 per
share for gross proceeds of $10.4 million.
Item
5 Full
Description of Material Change
Lorus
has entered into an agreement with High Tech (the “Share Purchase
Agreement”) to issue 28.8 million common shares at $0.36 per share for
gross proceeds of $10.4 million. The subscription price represents a
premium of 7.5% over the closing price of the common shares on the Toronto
Stock
Exchange on July 13, 2006.
The
closing is subject to certain conditions, including the approval of the Toronto
Stock Exchange, the American Stock Exchange and the filing and clearance
of a
prospectus in Ontario qualifying the issuance of the common
shares. The transaction is expected to close on or before August 14,
2006.
In
accordance with the terms of the Share Purchase Agreement, Lorus has 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 and not to pursue any equity financing from the date of
the
Share Purchase agreement until the earlier of the closing date and September
30,
2006. High Tech will also have the
right
to nominate one nominee for the board of directors of Lorus or, if it does
not
have an nominee, it will have the right to appoint an observer to the
board. In addition, certain named executives officers of Lorus will
sign “lock-up” agreements on the closing date whereby they will agree 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 period, they will
agree
not to dispose greater than 50% of the aggregate number of common shares
the
they hold as at the closing date.
In
connection with the transaction, High Tech will have a demand right to request,
an aggregate number of five times, the registration or qualification of the
common shares for resale in the United States and Canada, subject to certain
restrictions. High Tech will also be granted piggy-back rights to
enable it to sell its shares in connection with a public offering of shares
of
Lorus, subject to certain exceptions. These registration and
piggy-back rights will expire, at the latest, on June 30, 2012 and will be
documented in a Registration Rights Agreement to be entered into on 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
July
19, 2006
NOT
FOR DISSEMINATION TO US NEWS WIRE SERVICES
OR
DISSEMINATION IN THE UNITED STATES
Contacts:
|
Lorus
Therapeutics Inc.
|
Media
Contacts:
|
| |
|
|
Grace
Tse
|
Susana
Hsu / Emily Brunner
|
|
Corporate
Communications
|
Mansfield
Communications
|
|
(416)
798-1200 ext. 380
|
(416)
599-0024 / (212) 370-5045
|
|
Email:ir@lorusthera.com
|
susana@mcipr.com
/ emily@mcipr.com
|
LORUS
THERAPEUTICS ENTERS INTO SUBSCRIPTION AGREEMENT WITH
HIGHTECH
BETEILIGUNGEN
TORONTO,
CANADA - July 14, 2006 - Lorus Therapeutics Inc. (“Lorus”) a
biopharmaceutical company specializing in the research and development of
pharmaceutical products and technologies for the management of cancer, today
announced it has entered into an agreement with HighTech Beteiligungen GmbH
& Co. KG (“HighTech”) to issue 28.8 million common shares at $0.36 per share
for gross proceeds of $10.4 million. The subscription price represents a
premium
of 7.5 % over the closing price of the common shares on the Toronto Stock
Exchange on July 13, 2006.
The
closing is subject to certain conditions, including the approval of the Toronto
Stock Exchange, the American Stock Exchange and the filing and clearance
of a
prospectus in Ontario qualifying the issuance of the common
shares. The transaction is expected to close on or before August 14,
2006.
In
connection with the transaction, HighTech will receive demand registration
rights that will enable HighTech to request the registration or qualification
of
the common shares for resale in the United States and Canada, subject to
certain
restrictions. These demand registration rights will expire on June 30, 2012.
In
addition, HighTech will have the right to nominate one nominee for 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.
HighTech
(www.htpe.com), founded in 1999, is a leading European venture capital fund
focused exclusively on providing financial support for the development of
innovative products based upon applied technologies and life sciences. HighTech
manages its funds from offices in Germany and Liechtenstein. Life sciences
companies in the HighTech portfolio have development programs in neurology,
rheumatology and oncology and are managed by professionals with both operational
and strategic experience within these areas.
“Lorus
is pleased to announce this transaction with HighTech,” said Dr. Jim Wright,
President and CEO. “The proceeds from this financing will allow us to advance
the clinical development of GTI-2040 as well as accelerate our small molecule
program and we are looking forward to a strong productive
relationship.”
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to buy nor shall there be any sale of the common shares in any state
in
the United States in which such offer, solicitation or sale would be unlawful.
The common shares have not been registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the United States Securities Act of 1933, as
amended.
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 human clinical trial assessment with a pipeline of
eight
clinical trials in phase II clinical trial programs and one recently completed
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
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.
NOT
FOR DISSEMINATION TO US NEWS WIRE SERVICES
OR
DISSEMINATION IN THE UNITED STATES