FORM
51-102F3
MATERIAL
CHANGE REPORT
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1.
|
Name
and Address of Corporation
|
Lorus
Therapeutics Inc. (“Lorus” or the
“Company”)
2
Meridian Road
Toronto,
Ontario
M9W
4Z7 Canada
Date
of Material Change
July
10, 2007.
The
press release reporting the material change was issued on July 10, 2007 in
Toronto, Ontario via Canada NewsWire Group, a copy of which is attached hereto
as Schedule “A”.
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3.
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Summary
of Material Change
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The
Company announced on July 10, 2007 that it has completed the corporate
reorganization involving, among others, 4325231 Canada Inc. (formerly Lorus
Therapeutics Inc., “Old Lorus”), the Company (formerly 6650309
Canada Inc., a wholly owned subsidiary of Old Lorus), 6707157 Canada Inc.
and
Pinnacle International Lands Inc.
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4.
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Full
Description of Material
Change
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The
Company announced on July 10, 2007 that it has completed the corporate
reorganization involving, among others, Old Lorus, the Company, 6707157 Canada
Inc. and Pinnacle International Lands Inc.
The
completion of the transaction resulted in approximately $8.5 million in
additional cash for Lorus, subject to a $600,000 holdback, a post closing
adjustment and not including the costs of the transaction, without diluting
the
equity interests of existing securityholders.
The
transaction was described in detail in the management proxy circular of Old
Lorus dated May 25, 2007 and securityholder approval for the transaction
was
obtained on June 25, 2007. As a result of this corporate reorganization,
each
common share of Old Lorus was exchanged, as of July 10, 2007, for one common
share of Lorus. In addition, as previously disclosed, shareholders who are
not
resident in the United States (other than certain selling shareholders) received
voting common shares of Old Lorus and shareholders who are resident in the
United States will receive a nominal cash payment
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2
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instead
of such voting common shares. Lorus will continue the business
previously carried on by Old Lorus as of July 10, 2007.
Effective
at the opening of the markets on July 11, 2007, the common shares of Lorus
began
trading on the Toronto Stock Exchange and AMEX and the common shares of Old
Lorus ceased to trade. There is no change to the trading symbols
(TSX: LOR; AMEX: LRP).
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5.
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Reliance
on Subsection 7.1(2) or (3) of National Instrument
51-102
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Not
applicable.
Not
applicable.
Aiping
Young
President
and Chief Executive Officer
(512)
336-7797
July12,
2007.
Schedule
A - Press Release
LORUS
THERAPEUTICS COMPLETES REORGANIZATION RESULTING IN NON DILUTIVE
FINANCING
TORONTO,
Canada, July 10, 2007 - Lorus Therapeutics Inc. (TSX: LOR; AMEX: LRP),
a biopharmaceutical company specializing in the research and development
of
pharmaceutical products and technologies for the management of cancer, today
announced that the corporate reorganization involving, among others, 4325231
Canada Inc. (formerly Lorus Therapeutics Inc., “Old Lorus”),
Lorus Therapeutics Inc. (formerly 6650309 Canada Inc, a wholly owned subsidiary
of Old Lorus, “New Lorus”), 6707157 Canada Inc. and Pinnacle
International Lands Inc. has been completed.
The
completion of the transaction resulted in approximately $8.5 million in
additional cash for New Lorus, subject to a $600,000 holdback, a post closing
adjustment and not including the costs of the transaction, without diluting
the
equity interests of existing securityholders.
The
transaction was described in detail in the management proxy circular of Old
Lorus dated May 25, 2007 and securityholder approval for the transaction
was
obtained on June 25, 2007. As a result of this corporate reorganization,
each
common share of Old Lorus has been exchanged as of today for one common share
of
New Lorus. In addition, as previously disclosed, shareholders who are not
resident in the United States (other than certain selling shareholders) will
receive voting common shares of Old Lorus and shareholders who are resident
in
the United States will receive a nominal cash payment instead of such voting
common shares. New Lorus will continue the business previously carried on
by Old
Lorus as of today.
Effective
at the opening of the markets on July 11, 2007, the common shares of New
Lorus will begin trading on the Toronto Stock Exchange and AMEX and
the common shares of Old Lorus will cease to trade. There is no
change to the trading symbols (TSX: LOR; AMEX: LRP).
“We
are very
pleased to complete the reorganization,” commented Dr. Aiping Young, President
and CEO of New Lorus. “We believe that the additional funds put us in a strong
position where we can accelerate the clinical development of our lead
compounds and extend our pipeline of products. We believe that the
reorganization was especially important in that it resulted in a capital
injection for the company that did not dilute shareholder interests.”
About
Lorus
Lorus
is a biopharmaceutical company focused on the research and development of
novel
therapeutics in cancer. 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 with other drugs, 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. Lorus has completed one Phase II and one Phase III
clinical trial.
Lorus
Therapeutics Inc. is listed on the Toronto Stock Exchange under the symbol
LOR,
and on the American Stock Exchange under the symbol LRP.
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Forward
looking statements
This
press release contains forward-looking statements within the meaning of Canadian
and U.S. securities laws. Such statements include, but are not limited to,
statements relating to: financings and corporate reorganizations, the
establishment of corporate alliances, the Company’s plans, objectives,
expectations and intentions and other statements including words such as
“continue”, “expect”, “intend”, “will”, “should”, “would”, “may”, and other
similar expressions. Such statements reflect our current views with
respect to future events and are subject to risks and uncertainties and are
necessarily based upon a number of estimates and assumptions that, while
considered reasonable by us are inherently subject to significant business,
economic, competitive, political and social uncertainties and
contingencies. Many factors could cause our actual results,
performance, achievements or the transactions described in this press release
to
be materially different from any future results, performance, achievements
transactions described in this press release, if at all, that may be expressed
or implied by such forward-looking statements, including, among others: the
progress of negotiations; our ability to obtain regulatory, securityholder
and
other approvals; our ability to obtain the capital required for research
and
operations; the inherent risks in early stage drug development including
demonstrating efficacy; development time/cost and the regulatory approval
process; the progress of our clinical trials; our ability to find and enter
into
agreements with potential partners; our ability to attract and retain key
personnel; changing market conditions; and other risks detailed from
time-to-time in our ongoing quarterly filings, annual information forms,
annual
reports and annual filings with Canadian securities regulators and the United
States Securities and Exchange Commission.
Should
one or more of these risks or uncertainties materialize, or should the
assumptions set out in the section entitled “Risk Factors” in our filings with
Canadian securities regulators and the United States Securities and Exchange
Commission underlying those forward-looking statements prove incorrect, actual
results may vary materially from those described herein. These
forward-looking statements are made as of the date of this press release
and we
do not intend, and do not assume any obligation, to update these forward-looking
statements, except as required by law. We cannot assure you that such
statements will prove to be accurate as actual results and future events
could
differ materially from those anticipated in such
statements. Investors are cautioned that forward-looking statements
are not guarantees of future performance and accordingly investors are cautioned
not to put undue reliance on forward-looking statements due to the inherent
uncertainty therein.
Lorus
Therapeutics Inc.’s recent press releases are available through its website at
www.lorusthera.com.
Enquiries:
For
further information, please contact:
Lorus
Therapeutics Inc.
Dr.
Saeid Babaei, 1-416-798-1200 ext. 490
ir@lorusthera.com