FORM
51-102F3
MATERIAL
CHANGE REPORT
Item 1.
|
Name
and Address of Corporation
|
Lorus
Therapeutics Inc. (“Lorus” or the “Company”)
2
Meridian Road
Toronto,
Ontario
M9W
4Z7 Canada
Item
2. Date of Material Change
October
31, 2008.
The
press release reporting the expected date of material change was issued on
October 10, 2008 in Toronto, Ontario via CCN Matthews, a copy of which is
attached hereto as Schedule “A”.
Item 4.
|
Summary
of Material Change
|
The
Company announced on October 10, 2008 that it had submitted written notice to
the NYSE Alternext U.S., LLC (“NYX”) (formerly American Stock Exchange) of its
intention to voluntarily delist its common shares from NYX. The
delisting became effective on October 31, 2008.
Item 5.
|
Full
Description of Material Change
|
The
Company announced on October 10, 2008 that it had submitted written notice to
the NYX (formerly American Stock Exchange) of its intention to voluntarily
delist its common shares from NYX. The delisting became effective on
October 31, 2008. Lorus filed a Form 25 with the Securities Exchange Commission
to complete the voluntary delisting of its common shares from the NYX, which
became effective 10 days after the filing date.
The
Board of Directors decided to take this action after concluding that the
disadvantages of maintaining its listing on the NYX outweigh the benefits to
Lorus and its shareholders. Among the factors considered were the
ongoing costs and expenses, both direct and indirect, associated with having
Lorus’ common shares listed on NYX; the ongoing corporate governance
requirements of the NYX; and the limited trading volume and liquidity of Lorus’
stock on NYX.
The
common shares of Lorus continue to be listed and traded on the Toronto Stock
Exchange, (the "TSX") which is the more significant trading market for the
common shares. Lorus does not believe that its shareholders in the United States
will be materially prejudiced by a voluntary delisting from NYX since its U.S.
shareholders will continue to be able to trade the common shares through the
facilities of the TSX.
Item 6. Reliance on
Section 85(2) of the Securities Act
This report in not being filed on a
confidential basis.
Item 7. Omitted
Information
There are no significant facts required
to be disclosed herein which have been omitted.
Item 8. Senior
Officer
Elizabeth Williams, Director of Finance
and Administration, Acting CFO
416-798-1200
Item 9. Statement of
Senior Officer
The foregoing accurately discloses the
material change referred to herein.
/s/
Elizabeth Williams
Elizabeth Williams, Director of Finance
and Administration, Acting CFO
Dated: November 10,
2008
Lorus
Therapeutics Announces Voluntary Delisting from the NYSE Alternext
TORONTO, CANADA - October 10,
2008 - 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 that it has submitted
written notice to the NYSE Alternext U.S., LLC (“NYX”) (formerly American Stock
Exchange) of its intention to voluntarily delist its common shares from
NYX. The Company expects that the delisting will become effective on
or about October 30, 2008. Lorus intends to file a Form 25 with the Securities
Exchange Commission to complete the voluntary delisting of its common shares
from the NYX, which will become effective 10 days after the filing
date.
The
Board of Directors decided to take this action after concluding that the
disadvantages of maintaining its listing on the NYX outweigh the benefits to
Lorus and its shareholders. Among the factors considered were the
ongoing costs and expenses, both direct and indirect, associated with having
Lorus’ common shares listed on NYX; the ongoing corporate governance
requirements of the NYX; and the limited trading volume and liquidity of Lorus’
stock on NYX.
The
common shares of Lorus will continue to be listed and traded on the Toronto
Stock Exchange, (the "TSX") which is the more significant trading market for the
common shares. Lorus does not believe that its shareholders in the United States
will be materially prejudiced by a voluntary delisting from NYX since its U.S.
shareholders will continue to be able to trade the common shares through the
facilities of the TSX.
As previously disclosed, on February 19,
2008, the Company received notice from the NYX indicating that the Company was
not in compliance with the $6 million stockholder’s equity threshold required
for continued listing under NYX Company Guide Section
1003(a)(iii). The Company was afforded the opportunity to submit a
plan of compliance to the NYX and on March 11, 2008 presented its plan to the
NYX. On April 30, 2008 NYX notified the Company that it accepted the
Company’s plan of compliance and granted the Company an extension until August
13, 2009 to regain compliance with the continued listing standards.
Lorus
has not made arrangements for its securities to be listed or quoted on
any other U.S. stock exchange or quotation medium.
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 Therapeutics Inc. is listed on the Toronto
Stock Exchange under the symbol LOR.
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. Such expressed or implied forward looking statements
could include, among others: our ability to continue as a going concern, our
ability to repay or refinance the convertible debentures by October 2009; 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. For Lorus' regulatory filings on SEDAR,
please go to www.Sedar.com. For SEDAR filings prior to July 10, 2007
you will find these under the company profile for Global Summit Real Estate Inc.
(Old Lorus).
For
further information, please contact:
Lorus
Therapeutics Inc.
Elizabeth
Williams, 1-416-798-1200 ext. 372
ir@lorusthera.com