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
On
July 25, 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 Technifund Inc.
(“Technifund”) to issue 5 million common shares at $0.36 per
share for gross proceeds of $1.8 million.
Item
5 Full
Description of Material Change
Lorus
has entered into an agreement with Technifund (the “Share Purchase
Agreement”) to issue 5 million common shares at $0.36 per share for
gross proceeds of $1.8 million.
The
closing is subject to certain conditions, including the approval of the
Toronto
Stock Exchange, the American Stock Exchange, and the closing of the transaction
between Lorus and High Tech Beteiligungen GmbH & Co. KG (“High
Tech”) (previously announced on July 14, 2006) to issue and sell to
High Tech 28.8 million common shares at a price of $0.36 per common share,
which
is expected to close on or before August 14, 2006 and not later than September
30, 2006.
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.
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) |
News
release via Canada NewsWire, Toronto 416-863-9350
Attention
Business Editors:
Lorus
Therapeutics Announces Proposed $1.8 Million Private
Placement
TORONTO,
July 25 /CNW/ - 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 Technifund Inc. ("Technifund") to issue on a private
placement
basis, 5 million common shares at $0.36 per share for gross proceeds of
$1.8
million.
The
closing is subject to certain conditions, including the approval of the
Toronto
Stock Exchange, the American Stock Exchange, and the closing of the transaction
between Lorus and High Tech Beteiligungen GmbH & Co. KG (previously
announced on July 14, 2006) to issue and sell to High Tech 28.8 million
common
shares at a price of $0.36 per common share, which is expected to close
on or
before August 14, 2006 and not later than September 30,
2006.
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.
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 products in human clinical trials with a pipeline of
seven
clinical trials in Phase II clinical trial programs, as well as one Phase
II and
one 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(R) 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.
/For
further information: Lorus Therapeutics Inc., Grace Tse, Corporate
Communications, (416) 798-1200 ext. 380, ir(at)lorusthera.com; Media Contacts:
Susana Hsu, Mansfield Communications, (416)
599-0024, susana(at)mcipr.com/
CO:
Lorus Therapeutics Inc.
CNW
07:00e 25-JUL-06