Exhibit 99.1

Lorus Therapeutics Inc.
Interim Consolidated Balance Sheets
   
As at
   
As at
 
(amounts in 000's)
 
November 30, 2007
   
May 31, 2007
 
(Canadian dollars)
 
(Unaudited)
       
ASSETS
           
Current
           
Cash and cash equivalents
  $ 4,938     $ 1,405  
Short term investments (note 5)
    9,847       7,265  
Prepaid expenses and other assets
    629       335  
Amount held in escrow (note 1)
    600       -  
      16,014       9,005  
Long-term
               
Marketable securities and other investments (note 5)
    -       3,728  
Fixed assets
    383       503  
Deferred financing charges
    -       -  
Deferred arrangement costs
    -       1,262  
Goodwill
    606       606  
Acquired patents and licenses
    -       -  
      989       6,099  
    $ 17,003     $ 15,104  
LIABILITIES
               
Current
               
Accounts payable
  $ 387     $ 1,104  
Liability to repurchase warrants
    -       252  
Deferred gain on sale of shares (note 1)
    600       -  
Accrued liabilities
    1,093       1,421  
      2,080       2,777  
Long-term
               
Secured convertible debentures (note 6)
    12,170       11,566  
SHAREHOLDERS' EQUITY
               
Common shares (note 3)
    158,255       157,714  
Equity portion of secured convertible debentures
    3,814       3,814  
Stock options (note 4(c))
    4,605       4,898  
Contributed surplus (note 3(e))
    9,130       8,525  
Warrants
    -       -  
Deficit accumulated during development stage
    (173,051 )     (174,190 )
      2,753       761  
    $ 17,003     $ 15,104  
See accompanying notes to the unaudited consolidated interim financial statements
Basis of Presentation Note 1






1



Lorus Therapeutics Inc.
Interim Consolidated Statements of Loss and Deficit (unaudited)

                           
Period
 
   
Three
   
Three
   
Six
   
Six
   
from inception
 
(amounts in 000's except for per common share data)
 
months ended
   
months ended
   
months ended
   
months ended
   
Sept. 5, 1986 to
 
(Canadian dollars)
 
Nov. 30, 2007
   
Nov. 30, 2006
   
Nov. 30, 2007
   
Nov. 30, 2006
   
Nov. 30, 2007
 
REVENUE
  $ 1     $ 23     $ 27     $ 30     $ 840  
                                         
EXPENSES
                                       
Cost of sales
    -       3       1       6       104  
Research and development
    1,247       1,122       2,029       2,453       115,888  
General and administrative
    1,103       1,407       1,839       2,195       53,162  
Stock-based compensation (note 4)
    209       150       312       263       7,565  
Depreciation and amortization of fixed assets
    80       100       159       200       9,384  
Operating expenses
    2,639       2,782       4,340       5,117       186,103  
Interest expense on convertible debentures
    271       262       541       527       2,773  
Accretion in carrying value of convertible debentures
    273       227       539       446       2,690  
Amortization of deferred financing charges
    34       27       66       52       347  
Interest income
    (175 )     (158 )     (315 )     (225 )     (11,739 )
Loss from operation for the period
    3,041       3,117       5,144       5,887       179,334  
Gain on sale of shares (note 1)
    (216 )     -       (6,310 )     -       (6,310 )
Net loss/(earnings) and other comprehensive
                                       
income for the period
    2,825       3,117       (1,166 )     5,887       173,024  
Deficit, beginning of period as previously reported
    170,226       167,322       174,190       164,552       -  
Change in accounting policy (note 2)
    -       -       27       -       27  
Deficit, beginning of period as revised
    170,226       167,322       174,217       164,552          
Deficit, end of period
  $ 173,051     $ 170,439     $ 173,051     $ 170,439     $ 173,051  
Basic loss (earnings) per share
  $ 0.01     $ 0.01     $ (0.01 )   $ 0.03          
Diluted loss (earnings) per share
    n/a       n/a     $ (0.01 )     n/a          
Weighted average number of common shares
                                       
  outstanding used in the calculation of
                                       
  Basic (earnings) loss per share
    214,351       209,992       213,704       198,261          
  Diluted (earnings) loss per share
    n/a       n/a       227,266       n/a          

See accompanying notes to the unaudited interim consolidated financial statements


2



Lorus Therapeutics Inc.
Interim Consolidated Statements of Cash Flows (unaudited)

                           
Period
 
   
Three
   
Three
   
Six
   
Six
   
from inception
 
(amounts in 000's)
 
months ended
   
months ended
   
months ended
   
months ended
   
Sept. 5, 1986 to
 
(Canadian Dollars)
 
Nov. 30, 2007
   
Nov. 30, 2006
   
Nov. 30, 2007
   
Nov. 30, 2006
   
Nov. 30, 2007
 
Cash flows from operating  activities:
                             
   Earnings (loss) for the period
  $ (2,825 )   $ (3,117 )   $ 1,166     $ (5,887 )   $ (173,024 )
   Less: Gain on sale of shares
    (216 )     -     $ (6,310 )             (6,310 )
   Items not involving cash:
                                       
      Stock-based compensation
    209       150       312       263       7,565  
      Interest on convertible debentures
    271       262       541       527       2,773  
      Accretion in carrying value of convertible debentures
    273       227       539       446       2,690  
      Amortization of deferred financing charges
    34       27       66       52       347  
      Depreciation, amortization and write-down of fixed assets and acquired patents and licenses
    80       362       159       855       21,945  
      Other
    (39 )     -       (19 )     -       688  
   Change in non-cash operating working capital
    (324 )     (496 )     (1,339 )     (655 )     (57 )
Cash used in operating activities
    (2,537 )     (2,585 )     (4,885 )     (4,399 )     (143,383 )
Cash flows from financing activities:
                                       
   Issuance of debentures, net of issuance costs
    -       -       -       -       12,948  
   Issuance of warrants
    -       -                       37,405  
   Repurchased of warrants
    -       -       (252 )     -       (252 )
   Proceeds on sale of shares, net of amount held in escrow and arrangement costs
    216       -       7,572       -       6,310  
   Issuance of common shares, net
    -       -       -       11,654       109,025  
   Additions to deferred financing charges
    -       -       -       -       (245 )
Cash provided by financing activities
    216       -       7,320       11,654       165,191  
Cash flows from investing activities:
                                       
   Maturity (purchase) of marketable securities and other investments, net
    3,877       (3,661 )     1,137       (2,907 )     (9,856 )
   Business acquisition, net of cash received
    -       -       -       -       (539 )
   Acquired patents and licenses
    -       -       -       -       (715 )
   Additions to fixed assets
    -       -       (39 )     -       (6,108 )
   Proceeds on sale of fixed assets
    -       -       -       -       348  
Cash provided by (used in) investing activities
    3,877       (3,661 )     1,098       (2,907 )     (16,870 )
Increase (decrease) in cash and cash equivalents
    1,556       (6,246 )     3,533       4,348       4,938  
Cash and cash equivalents, beginning of period
    3,382       13,286       1,405       2,692       -  
Cash and cash equivalents, end of period
  $ 4,938     $ 7,040     $ 4,938     $ 7,040     $ 4,938  

See accompanying notes to the unaudited consolidated interim financial statements






3


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006
 
1.   Basis of presentation
 
These unaudited interim consolidated financial statements of Lorus Therapeutics Inc., formerly 6650309 Canada Inc. (the “Company” or “New Lorus”) have been prepared by the Company in accordance with Canadian generally accepted accounting principles for interim financial statements and do not include all the information required for complete financial statements.  The unaudited interim financial statements follow the same accounting policies and methods of application as the audited annual financial statements for the year ended May 31, 2007 except as described in note 2.  These statements should be read in conjunction with the audited consolidated financial statements for the year ended May 31, 2007, including the Supplemental Financial Information attached thereto.

a) Reorganization

On November 1, 2006, the Company was incorporated as 6650309 Canada Inc. pursuant to the provisions of the Canada Business Corporation Act and did not carry out any active business from the date of incorporation to July 10, 2007.  From its incorporation to July 10, 2007, the Company was a wholly owned subsidiary of 4325231 Canada Inc, formerly Lorus Therapeutics Inc. ("Old Lorus").

On July 10, 2007, the Company and Old Lorus completed a plan of arrangement and corporate reorganization with, among others, 6707157 Canada Inc. (the “Investor”) and its affiliate, Pinnacle International Lands, Inc. (the “Arrangement”).  As part of the Arrangement, all of the assets and liabilities of Old Lorus (including all of the shares of its subsidiaries held by it), with the exception of certain future tax assets were transferred, directly or indirectly, from Old Lorus to the Company.  Securityholders in Old Lorus exchanged their securities in Old Lorus for equivalent securities in New Lorus (the "Exchange") and the board of directors and management of Old Lorus continued as the board of directors and management of New Lorus.  New Lorus obtained substitutional listings of its common shares on both the Toronto Stock Exchange and the American Stock Exchange.

In connection with the Arrangement and after the Exchange, the share capital of Old Lorus was reorganized into voting common shares and non-voting common shares and Investor acquired from New Lorus and Selling Shareholders (as defined below) approximately 41% of the voting common shares and all of the non-voting common shares of Old Lorus for a cash consideration of approximately $8.5 million less an escrowed amount of $600 thousand, subject to certain post-closing adjustments and before transaction costs.  The remaining 59% of the voting common shares of Old Lorus were distributed to the shareholders of New Lorus who were not residents of the United States on a pro-rata basis.  Shareholders of New Lorus who were residents of the United States received a nominal cash payment in lieu of their pro-rata share of voting common shares of Old Lorus.  After completion of the Arrangement, New Lorus is not related to Old Lorus, which was subsequently renamed 4325231 Canada Inc.

As a condition of the Arrangement, High Tech Beteiligungen GmbH & Co. KG and certain other shareholders of Old Lorus (the “Selling Shareholders”) agreed to sell to the Investor the voting common shares of Old Lorus to be received under the Arrangement at the same price per share as was paid to shareholders who are residents of the United States. The proceeds received by the Selling Shareholders was nominal.

Also as a condition of the Arrangement, the holder of Old Lorus' secured convertible debenture agreed to vote in favour of the transaction subject to the repurchase by New Lorus of its outstanding three million common share purchase warrants at a purchase price of $252 thousand upon closing of the Arrangement.

Under the Arrangement, New Lorus and its subsidiaries have agreed to indemnify Old Lorus and its directors, officers and employees from and against all damages, losses, expenses (including fines and penalties), other third party costs and legal expenses, to which any of them may be subject arising out of any matter occurring (i) prior to, at or after the effective time of the Arrangement (“Effective Time”) and directly or indirectly relating to any of the assets of Old Lorus transferred to New Lorus pursuant to the Arrangement (including losses for income, sales, excise and other taxes arising in connection with the transfer of any such asset) or conduct of the business prior to the Effective Time; (ii) prior to, at or after the Effective Time as a result of any and all interests, rights, liabilities and other matters relating to the assets transferred by Old Lorus to New Lorus pursuant to the Arrangement; and (iii) prior to or at the Effective Time and directly or indirectly relating to, with certain exceptions, any of the activities of Old Lorus or the Arrangement.


4

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006

As part of the Arrangement, the Company changed its name to Lorus Therapeutics Inc. and continued as a biopharmaceutical company, specializing in the research and development of pharmaceutical products and technologies for the management of cancer as a continuation of the business of Old Lorus.

The Arrangement has been accounted for on a continuity of interest basis and accordingly, the consolidated financial statements of New Lorus reflects the financial position, results of operations and cash flows as if New Lorus has always carried on the business formerly carried on by Old Lorus.  Consequently, all comparative figures presented in these interim consolidated financial statements are those of Old Lorus.

As a result of the Arrangement, the Company recognized a gain on the sale of the shares of Old Lorus to the Investor of approximately $6.3 million. The gain on sale of shares was increased by $200 thousand in the quarter reflecting an adjustment to transaction costs. Under the Arrangement, numerous steps were undertaken as part of a taxable reorganization. However, these steps did not result in any taxes payable as the tax benefit of income tax attributes was applied to eliminate any taxes otherwise payable. Of the total unrecognized future tax assets available at the time of the Arrangement, approximately $7.0 million was transferred to New Lorus and the balance remained with Old Lorus and is subject to the indemnification agreement as described above. Those tax attributes remaining with Old Lorus are no longer available to the Company. In reference to those indemnifications, $600 thousand of the proceeds on the transaction have been held in escrow until the first anniversary of the transaction (July 2008). The Company has deferred the proceeds held in escrow as its fair value estimate of the obligation for the indemnifications provided, and will make adjustments to this estimate as the amount held in escrow is released.

The information presented as at November 30, 2007 and for the three and six months ended November 30, 2007 and November 30, 2006 reflect, in the opinion of management, all adjustments consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented.  Interim results are not necessarily indicative of results for a full year.

b) Future operations

The Company has not earned substantial revenues from its drug candidates and is therefore considered to be in the development stage.  The continuation of the Company’s research and development activities is dependent upon the Company’s ability to successfully finance its cash requirements through a combination of equity financing and payments from strategic partners.  The Company has no current sources of payments from strategic partners.  In addition, the Company will need to repay or refinance the secured convertible debentures on their maturity should the holder not choose to convert the debentures into common shares.  There can be no assurance that additional funding will be available at all or on acceptable terms to permit further development of the Company’s product candidates or to repay the convertible debentures on maturity.

Management believes that the Company’s current level of cash and cash equivalents and short term investments will be sufficient to execute the Company’s current planned expenditures for the next twelve months.  If the Company is not able to raise additional funds, it may not be able to continue as a going concern and realize its assets and pay its liabilities as they fall due. The financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.  If the going concern basis were not appropriate for these financial statements, then adjustments would be necessary in the carrying value of the assets and liabilities, the reported revenues and expenses and the balance sheet classifications used.

5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006
 
2.  Change in Accounting policy - Financial instruments
 
Effective June 1, 2007, the Company adopted the recommendations of CICA Handbook Section 1530, Comprehensive Income ("Section 1530"); Section 3855, Financial Instruments - Recognition and Measurement ("Section 3855), retroactively without restatement of prior periods. These sections provide standards for recognition, measurement, disclosure and presentation of financial assets, financial liabilities and non-financial derivatives. Section 1530 provides standards for the reporting and presentation of comprehensive income, which represents the change in equity, from transactions and other events and circumstances from non-owner sources.  Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with Canadian GAAP.  As a result of adopting the above standards, the Company did not recognize any other comprehensive income in its financial statements.

Upon adoption of the new standards on June 1, 2007, the Company designated its financial assets and liabilities as follows:

Cash and cash equivalents:
Cash and cash equivalents as at June 1, 2007 and acquired thereafter continue to be classified as held-for-trading investments and measured at fair value.  By virtue of the nature of these assets, fair value is generally equal to cost plus accrued interest.  Where applicable, any significant change in market value would result in a gain or loss being recognized in the consolidated statement of loss and deficit.  As a result of adopting the new standards, there was no material change in valuation of these assets resulting in a gain or loss to be recognized in the current financial statements.

Short term investments:
Short term investments consist of fixed income government investments and corporate instruments.  Any fixed income government investments and corporate instruments that are not cash equivalents are classified as held-to-maturity investments except where the Company cannot reasonably demonstrate that the investment could be expected to be held to maturity by virtue of its long term nature in which case the investment instrument is considered a held-for-trading investment.  Held-to-maturity investments are measured at amortized cost while held-for-trading investments are measured at fair value and the resulting gain or loss is recognized in the consolidated statement of loss and deficit.  As a result of adopting the new standards, the Company designated certain corporate instruments previously carried at amortized cost as held-for-trading investments.  This change in accounting policy resulted in a reduction of the opening deficit accumulated during the development stage by $27 thousand and recognized a net gain in the consolidated statement of loss and deficit for the six month  period ended November 30, 2007 of $19 thousand.

Accounts payable and accrued liabilities:
Accounts payable and accrued liabilities are typically short-term in nature and classified as other financial liabilities.  These liabilities are valued at amortized cost.  As a result of adopting the new standards, there was no material change in valuation of these liabilities resulting in a gain or loss to be recognized in the current financial statements.

Secured convertible debentures:
The secured convertible debentures are classified as other financial liabilities and accounted for at amortized cost using the effective interest method, which is consistent with the Company's accounting policy prior to the adoption of Section 3855.  The deferred financing charges related to the secured convertible debentures, formerly included in long term assets, are now included as part of the carrying value of the secured convertible debentures and continue to be amortized using the effective interest method ($306 thousand at November 30, 2007).

Embedded derivatives:
Section 3855 requires that the Company identify embedded derivatives that require separation from the related host contract and measure those embedded derivatives at fair value.  Subsequent change in fair value of embedded derivatives is recognized in the consolidated statement of operations and deficit in the period the change occurs.


6

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006
 
The Company did not identify any embedded derivatives that required separation from the related host contract as at June 1, 2007 that resulted in a material adjustment to the consolidated interim financial statements.

Transaction costs:
Transactions costs that are directly attributable to the acquisition or issuance of financial assets or liabilities are accounted for as part of the respective asset or liability's carrying value at inception.

Guarantee:
On July 10, 2007, as part of the Arrangement, the Company, including its subsidiaries, indemnified Old Lorus and its directors (note 1).  This indemnity is required to be accounted for at fair value in accordance with Section 3855.  Management has accrued an amount of $600 thousand being the amount held in escrow and has recorded this amount as a deferred gain on sale of shares within its liabilities.  The fair value of the indemnity will be reassessed as the escrowed amount is released in July 2008.
 
3.   Share capital
 
 
(a)  Continuity of common shares and warrants
 
   
Common Shares
   
Warrants
 
(amounts and units in 000's except
 
Number
   
Amount
   
Number
   
Amount
 
Original Share amount)
                       
Balance at November 30, 2006
                       
Original Share
    1     $ 1       -     $ -  
Balance, May 31, 2007
    1     $ 1       -     $ -  
Surrender of Original Share
    (1 )     (1 )     -       -  
Share exchange (note 1)
    212,628       157,800       -       -  
Interest payments (b)
    865       184       -       -  
Balance at August 31, 2007
    213,493     $ 157,984       -     $ -  
Interest payments (b)
    1,280       271       -       -  
Balance at November 30, 2007
    214,773     $ 158,255       -     $ -  

On July 10, 2007 as part of the Arrangement described in note 1, the Company surrendered its Original Share, and exchanged all of the shares in Old Lorus for an equivalent number of shares of the Company.  Based on a continuity of interests accounting, the following share table reflect transactions in share capital as if the Company had always carried on the business of Old Lorus:

7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006
 
   
Common Shares
   
Warrants
 
(amounts and units in 000's)
 
Number
   
Amount
   
Number
   
Amount
 
Balance at May 31, 2006
    174,694     $ 145,001       3,000     $ 991  
Equity issuance (c)
    33,800       11,640       -       -  
Interest payments (b)
    792       265       -       -  
Stock option exercises
    46       22       -       -  
Balance at August 31, 2006
    209,332     $ 156,928       3,000     $ 991  
Interest payments (b)
    1,031       262       -       -  
Balance at November 30, 2006
    210,363     $ 157,190       3,000     $ 991  
                                 
                                 
Balance at May 31, 2007
    212,266     $ 157,714       -     $ -  
Interest payments (b)
    1,227       270       -       -  
Balance at August 31, 2007
    213,493     $ 157,984       -     $ -  
Interest payments (b)
    1,280       271       -       -  
Balance at November 30, 2007
    214,773     $ 158,255       -     $ -  
 
 
(b) Interest payments
 
Interest payments relate to interest payable on the $15.0 million convertible debentures payable at a rate of prime +1% until such time as the Company’s share price reaches $1.75 for 60 consecutive trading days, at which time, interest will no longer be charged.  Common shares issued in payment of interest were issued at a price equal to the weighted average trading price of such shares for the ten trading days immediately preceding their issue in respect of each interest payment.
 
 
(c) Equity issuances
 
On July 10, 2007 as part of the Arrangement described in note 1, the Company surrendered its Original Share, and exchanged all of the shares in Old Lorus for an equivalent number of shares of the Company.  The transactions below occurred in Old Lorus, however as a result of the exchange in shares, the shares issued in these transactions became shares in New Lorus.
 
On August 30, 2006, Old Lorus raised gross proceeds of $10.4 million by way of a subscription agreement for 28.8 million common shares at a price of $0.36 per common share.  The 28.8 million common shares have been qualified for distribution in Canada under a short form prospectus filed on August 25, 2006 with the Ontario Securities Commission.  In connection with the transaction, the investor received demand registration rights that will enable the investor 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.
 
On August 31, 2006, Old Lorus raised gross proceeds of $1.8 million by way of a private placement for 5.0 million common shares at a price of $0.36 per common share.
 
Old Lorus incurred expenses of $527 thousand related to these issuances, which have been recorded as a reduction to share capital.
 
During the quarter and six months ended November 30, 2007, nil stock options were exercised (three and six months ended November 30, 2006 - 46 thousand stock options were exercised for proceeds of $14 thousand)
 
 
(d) Earnings/Loss per share
 
For the six months ended November 30, 2007, the determination of diluted earnings per share includes in the calculation all common shares potentially issuable upon the exercise of stock options, using the “treasury stock method” and the secured convertible debentures, using the “if converted” method.


8

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006
 
Diluted earnings per share, using the treasury stock method, assumes outstanding stock options are exercised at the beginning of the period, and the Company’s common shares are purchased at the average market price during the period from the funds derived on the exercise of these outstanding options.  Stock options with a strike price above the average market price for the period were excluded from the calculation of fully diluted earnings per share as to include them would have increased the earnings per share.

Diluted earnings per share, using the “If converted” method and to the extent the conversion is dilutive, assumes all convertible securities have been converted at the beginning of the period, or at the time of issuance, if later, and any charges of returns on the convertible securities, on an after-tax basis, are removed from net earnings.  For the six months ended November 30, 2007, the after-tax interest on the secured convertible debentures has been removed from net earnings and the weighted average number of common shares has been increased by the number of common shares which would have been issued on conversion of the secured convertible debentures, pro rated for the number of days in the period the secured convertible debentures was outstanding.  As the interest expense was settled by issuing common shares of the Company, these common shares issued were also excluded from the weighted average number of shares used in the computation of diluted earnings per share.

For the three months ended November 30, 2007 and November 30, 2006, the stock options, warrants to purchase common shares and the secured convertible debentures were not included in the calculation of diluted loss per share because the Company had a loss for these periods and to do so would have been anti-dilutive.
 
 
(e) Continuity of contributed surplus

   
Six months ended
   
Six months ended
 
   
November 30, 2007
   
November 30, 2006(1)
 
             
Balance, beginning of year
  $ 8,525     $ 7,665  
Forfeiture of stock options
    605       37  
Balance, end of period
  $ 9,130     $ 7,702  

          (1) The comparative amounts represent those of Old Lorus - see note 1.
 
4.   Stock-based compensation
 
   
Six months ended
   
Six months ended
 
   
November 30, 2007
   
November 30, 2006(1)
 
       
Weighted
       
Weighted
 
       
Average
       
average
 
   
Options
 
exercise
   
Options
 
exercise
 
   
(in thousands)
   
price
   
(in thousands)
   
price
 
Outstanding, beginning of year
    12,988     $ 0.59     $ 10,300     $ 0.70  
Granted
    2,699       0.22       5,318       0.30  
Exercised
    -       -       (46 )     0.30  
Forfeited
    (1,675 )     0.77       (1,506 )     0.48  
Outstanding, end of period
    14,012     $ 0.50       14,066     $ 0.55  

 
     (1)
The comparative amounts represent those of Old Lorus - see note 1.

For the three and six month periods ended November 30, 2007 stock compensation expense of $209 thousand (2006 - $150 thousand) and $312 thousand (2006 - $263 thousand), was recognized in the respective periods  representing the amortization applicable to the current period of the estimated fair value of options granted since June 1, 2002 and the incremental compensation expense relating to amending the terms of certain stock options as explained below.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006
 
In September 2007, the Company extended the option exercise period to those directors not seeking re-election at the annual general meeting and Dr. Wright in relation to his options earned as President and Chief Executive Officer.  These transactions result in modification of the terms of the original awards, and the incremental compensation expense relating to the modified options amounted to approximately $83 thousand that is included in the current period expense.
 
(b) Fair value assumptions
 
The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of stock options granted during the period:
 
   
Three months
   
Six months
   
Three months
   
Six months
 
   
ended
   
ended
   
ended
   
ended
 
   
Nov 30, 2007
   
Nov 30, 2007
   
Nov 30, 2006(1)
   
Nov 30, 2006(1)
 
Risk free interest rate
    4.75 %     4.75 %     4.50 %     4.50 %
Expected dividend yield
    0 %     0 %     0 %     0 %
Expected volatility
    80 %     80 %     75 %     75-80 %
Expected life of options
 
5 years
   
5 years
   
5 years
   
5 years
 
Weighted average fair value of options granted or modified in the period
  $ 0.15     $ 0.15     $ 0.18     $ 0.20  

              (1) The comparative amounts represent those of Old Lorus - see note 1.
 
  (c) Continuity of stock options 

   
Six months ended
   
Six months ended
 
   
November 30, 2007
   
November 30, 2006(1)
 
Balance, beginning of the year
  $ 4,898     $ 4,525  
Stock option expense
    312       113  
Forfeiture of stock options
    (605 )     (24 )
                 
Balance, end of period
  $ 4,605     $ 4,614  

 
            (1)
The comparative amounts represent those of Old Lorus - see note 1.

 
5.   Short term investments

As at November 30, 2007
                       
   
Less than
   
Greater than
             
   
one year
   
one year
         
Yield to
 
(amounts in 000’s)
 
maturities
   
maturities
   
Total
   
maturity
 
Held-to-maturity investments:
                       
Fixed income government investments
  $ 1,540     $ -     $ 1,540       3.91 %
Corporate instruments
    7,816       -       7,816       3.85 - 4.60 %
                                 
Held-for-trading investments:
                               
Corporate instruments
    -       491       491       4.00 - 4.02 %
                                 
    $ 9,356     $ 491     $ 9,847          




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006

As at May 31, 2007(1)
                       
   
Less than
 
Greater than
             
   
one year
 
one year
         
Yield to
 
(amounts in 000’s)
 
maturities
 
maturities
   
Total
   
maturity
 
Fixed income government investments
  $ 1,549     $ -     $ 1,549       3.91 %
Corporate instruments
    5,716       3,728       9,444       3.89 - 4.11 %
                                 
    $ 7,265     $ 3,728     $ 10,993          

 
           (1)
The comparative amounts represent those of Old Lorus - see note 1.

At November 30, 2007, held to maturity investments are carried at amortized cost.  These investments have maturities varying from one to eleven months.  Certain corporate instruments have maturities greater than one year, however, the Company has designated these investments as “held-for-trading”, and have classified these investments as short term investments on the balance sheet.  These investments are carried at fair value.  The net increase in fair value for the six months ended November 30, 2007 amounted to $19 thousand and has been included in the statement of loss and deficit.

At May 31, 2007 the carrying values of fixed income government investments and corporate instruments with maturities less than one year were carried at amortized cost.  At May 31, 2007, these investments had maturities of one to ten months.  Certain corporate instruments have maturities varying from one to five years and were been classified as long term.  These long-term corporate instruments were previously carried at amortized cost.  As a result of the adoption of Section 3855, these corporate instruments are now designated as “held-for-trading”, which resulted in an amount of $27 thousand being charged to the opening deficit, being the change in fair value of the instruments prior to May 31, 2007.  As this standard was applied retrospectively without restatement, the carrying value of the long-term corporate instruments at May 31, 2007 continues to be disclosed at amortized cost.

6.
Secured convertible debentures

The terms of the secured convertible debentures are described in note 12 to the financial statements contained in the Supplemental Financial Information of the Company's annual financial statements for the year ended May 31, 2007.  The debentures are due on October 6, 2009 and may be converted at the holder's option at any time into common shares of the Company at a conversion price of $1.00 per share.  The lender has the option to demand repayment in the event of default, including the failure to maintain certain covenants, representations and warranties.

Management assesses on a quarterly basis whether or not events during the quarter could be considered an event of default.  This assessment was performed and management believes that there has not been an event of default and that, at November 30, 2007 the term of the debt remains unchanged.

7.  Income taxes

Income tax recoveries attributable to losses from operations differ from the amounts computed by applying the combined Canadian federal and provincial income tax rates to pre-tax income from operations primarily as a result of the provision of a valuation allowance on net future income tax benefits.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three and six months ended November 30, 2007 and 2006
 
Significant components of the Company's future tax assets are as follows:            
             
   
November 30, 2007
   
May 31, 2007
 
Non-capital losses carried forward
  $ 1,552     $ 24,459  
Research and development expenditures
    2,199       20,156  
Book over tax depreciation
    1,109       1,904  
Intangible asset
    3,855       -  
Other
    -       309  
                 
Future tax assets
    8,715       46,828  
                 
Valuation allowance
    (8,715 )     (46,828 )
                 
    $ -     $ -  

Under the Arrangement, numerous steps were undertaken as part of a taxable reorganization.  However, these steps did not result in any taxes payable as the tax benefit of income tax attributes was applied to eliminate any taxes otherwise payable.  Of the total unrecognized future tax assets available at the time of the Arrangement, approximately $7.0 million was transferred to New Lorus and the balance remained with Old Lorus and is subject to the indemnification agreement (note 1(a)).  Those tax attributes remaining with Old Lorus are no longer available to the Company.

In assessing the realizable benefit from future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized.  The ultimate realization of future tax assets is dependent on the generation of future taxable income during the years in which those temporary differences become deductible.  Management considers projected future taxable income, uncertainties related to the industry in which the Company operates and tax planning strategies in making this assessment.  Due to the Company's stage of development and operations, and uncertainties related to the industry in which the Company operates, the tax benefit of the above amounts has been completely offset by a valuation allowance.

The Company has undeducted research and development expenditures, totalling $9.2 million for federal purposes and $3.3 million for provincial purposes and these can be carried forward indefinitely.  In addition, the Company has non-capital losses carried forward of $4.6 million for federal purposes and $4.8 million for provincial purposes.  To the extent that the non-capital loss carried forward are not used, they expire as follows:

       
2008
  $ 362  
2009
    741  
2010
    141  
2015
    10  
2026
    11  
2027
    4  
2028
    3,348  
         
    $ 4,617  

Subsequent to the quarter-end, federal legislation was enacted to reduce tax rates applicable to future periods.  Had this legislation been enacted prior to the quarter-end the value of the future tax assets and the corresponding valuation allowance would have decreased to $7.5 million.

8.
Contingent Liability

In October 2007, the Company received a statement of claim in respect of a dispute with a former employee.  The Company believes that the suit is without merit and will defend the action vigorously.  It is currently not possible to determine the outcome of such action and no provision has been made in the consolidated interim financial statements.
 

12