Exhibit
99.1
Court
File No. 07-CL-7015
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL
LIST
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HONOURABLE |
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THURSDAY,
THE 21st |
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| JUSTICE
CAMPBELL |
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DAY
OF JUNE, 2007
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IN
THE MATTER OF AN APPLICATION under section 192
of the
Canada Business Corporations Act, being R.S.C. 1985, c.
C-44;
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AND
AN APPLICATION under Rule 14.05(2) and Rule
14.05(3)(f) of
the Rules of Civil Procedure;
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AND
IN THE MATTER OF a proposed plan of arrangement
involving
Lorus Therapeutics Inc.
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LORUS
THERAPEUTICS INC. and 6650309 CANADA
INC. |
APPLICATION
UNDER the Canada Business Corporations Act, R.S.C. 1985, c.
C-44, C. 192 and Rule 14.05 of the Rules of Civil
Procedure.
THIS
MOTION, made by the Applicants, without notice, for an order amending
the interim order dated May 16,2007 (the "Interim Order") was heard this
day, at
330 University Avenue, Toronto.
ON
READING the Notice of Motion and the Affidavit of Orysia Semotiuk, and
on hearing the submissions of counsel for the Applicants:
1. THIS
COURT ORDERS that paragraph 11 of the Interim Order is amended to read
as follows:
"11. THIS
COURT ORDERS that the vote required to pass the Arrangement Resolution
shall be not less than (i) 66 2/3 per cent of the votes cast at the
Securityholders' Meeting in person or by proxy by the Securityholders of
record
as of the Record Date; and (ii) a simple majority of the votes cast at the
Securityholders' Meeting in person or by proxy by holders of common shares
("Shareholders") of record as of the Record Date other than High Tech
Beteilingungen GmbH & Co. KG ("High Tech"), any related party of High Tech
within the meaning of Rule 61-501 of the Ontario Securities Commission subject
to the exceptions set out therein, and any person acting jointly or in concert
with High Tech. The Securityholders shall vote as a single class, with each
Shareholder being entitled to one vote for each common share held and, with
each
holder of options, warrants and convertible debentures being entitled to
one
vote for each common share such holder would have been entitled to receive
upon
the valid exercise or conversion of his, her or its options, warrants or
convertible debenture, as applicable. Such vote shall be sufficient to authorize
and direct Lorus to do all such acts and things as may be necessary and
desirable to give effect to the Arrangement on a basis consistent with what
is
provided for in the Circular without the necessity of any further approval
by
the Securityholders, subject only to the final approval of the Arrangement
by
this Honourable Court."
2.
THIS COURT ORDERS that paragraph 15 of the Interim Order is
amended to read as follows:
"15. THIS
COURT ORDERS that registered Shareholders who duly exercise their
Arrangement Dissent Rights and who:
(a) are
ultimately entitled to be paid fair value for their shares will be deemed
to
have their shares cancelled immediately prior to the effective date of the
Arrangement (the "Effective Date") in consideration for the fair value paid
to
them by Lorus and will not be entitled to any other payment or consideration
including any payment that would be payable under the Arrangement had such
Dissenting Shareholders not exercised their Arrangement Dissent Rights;
or
(b) are
ultimately not entitled, for any reason, to be paid fair value for their
shares,
will
be deemed to have participated in the Arrangement on the same basis as a
non-dissenting Shareholder in accordance with the
Arrangement."
3.
THIS COURT ORDERS that paragraph 17 of the Interim Order is
amended to read as follows:
"17. THIS
COURT ORDERS that notice to Shareholders of the right to dissent with
respect to the Arrangement Resolution and to receive, subject to the provisions
of this Interim Order, the fair value of Lorus' shares shall be good and
sufficiently given by including information with respect thereto in the Circular
to be sent to the Securityholders in accordance with paragraph 6
above."
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IN
THE MATTER OF a proposed plan of arrangement involving Lorus Therapeutics
Inc.
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LORUS
THERAPEUTICS INC. et al.
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Court
File No. 07-CL-7015
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ONTARIO
SUPERIOR
COURT OF JUSTICE
COMMERCIAL
LIST
Proceeding
Commenced at Toronto
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ORDER
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Toronto
Dominion Bank Tower
Geoff
R. Hall LSUC# 347010
Tel. 416 601-7856
Fax: 416 868-0673
Solicitors
for the Applicants
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