Thallion Pharmaceuticals Inc.
TSX : TLN

Thallion Pharmaceuticals Inc.

July 10, 2009 12:38 ET

Thallion Announces Shareholder Approval for Plan of Arrangement and Date and Time for the Motion for Final Court Order

MONTREAL, QUEBEC--(Marketwire - July 10, 2009) - Thallion Pharmaceuticals Inc. (TSX:TLN) ("Thallion") announced today that the shareholders of Thallion (the "Shareholders") approved the previously announced plan of arrangement (the "Arrangement") at the special meeting of the Shareholders held today in Montreal. Pursuant to the Arrangement, Thallion will receive $8.85 million in new, non-dilutive capital. The Arrangement under section 192 of the Canada Business Corporations Act (the "CBCA") involves 4504003 Canada Inc., 4504011 Canada Inc., Thallion, Premium Brands Operating GP Inc. and Premium Brands Income Fund (the "Fund"). The Shareholders also approved the adoption of a stock option plan of the new entity that will carry on Thallion's business operations pursuant to the Arrangement.

Thallion, 4504003 Canada Inc., 4504011 Canada Inc., Premium Brands Operating GP Inc. and the Fund have applied to the Superior Court of Quebec (the "Court") for a final order (the "Final Order") approving the Arrangement pursuant to the provisions of the CBCA (the "Motion for Final Order") and declaring the Arrangement to be fair and reasonable, which Motion for Final Order shall be made before the presiding Judge at the Laval Courthouse, at 2800 Saint-Martin Boulevard West, Laval, Quebec, Canada H7T 2S9, on July 22, 2009 at 8:30 a.m. (Montreal time) or so soon thereafter as counsel may be heard.

Subject to approval of the Arrangement by the Court and the satisfaction of certain other closing conditions, it is expected that the Arrangement will close as soon as practicable following the grant of the Final Order.

Any interested person wishing to appear at the hearing of the Motion for Final Order shall file an Appearance with the Clerk of the Superior Court of Quebec, at 1 Notre-Dame Street East, Montreal, Quebec, Canada H2Y 1B6, Commercial Division, Judicial District of Montreal, and serve same on Thallion's counsel, McCarthy Tetrault LLP (c/o Me Mason Poplaw), at 1000 De La Gauchetiere Street West, Suite 2500, Montreal, Quebec, Canada H3B 0A2, and on the Fund's counsel, Bryan & Company LLP (c/o Mr. Douglas O. Goss, Q.C.), at 2600 Manulife Place, 10180-101 Street, Edmonton, Alberta, Canada T5J 3Y2, with a copy to the agent for the Fund's counsel, Lavery, de Billy LLP (c/o Me Eugene Czolij), at 600 De La Gauchetiere West, Suite 2400, Montreal, Quebec, Canada H3B 4L8, along with notice of this person's address for service, at least five (5) Business Days prior to the hearing date of the Motion for Final Order, failing which such person shall not be entitled to appear.

If such appearance is with the view to contest the Motion for Final Order or to make representations in relation thereto, the interested person shall also file a written contestation or written representations, as the case may be, supported as to the facts, by affidavit(s) and exhibit(s), if any, with the Clerk of the Superior Court of Quebec, at 1 Notre-Dame Street East, Montreal, Quebec, Canada H2Y 1B6, Commercial Division, Judicial District of Montreal, and serve same on Thallion's counsel, McCarthy Tetrault LLP (c/o Me Mason Poplaw) at 1000 De La Gauchetiere Street West, Suite 2500, Montreal, Quebec, Canada H3B 0A2, and on the Fund's counsel, Bryan & Company LLP (c/o Mr. Douglas O. Goss, Q.C.), at 2600 Manulife Place, 10180-101 Street, Edmonton, Alberta, Canada T5J 3Y2, with a copy to the agent for the Fund's counsel, Lavery, de Billy LLP (c/o Me Eugene Czolij), at 600 De La Gauchetiere West, Suite 2400, Montreal, Quebec, Canada H3B 4L8, along with notice of this person's address for service, at least five (5) Business Days prior to the hearing date of the Motion for Final Order, failing which no contestation of the Motion for Final Order shall be permitted.

The Shareholders, the unitholders of the Fund and the holders of Premium Brands Holdings Limited Partnership exchangeable units, and all other persons notified in accordance with the Interim Order granted by the Court on June 11, 2009 will be duly called parties to the Motion for Final Order hearing and will be bound by the orders and findings of the Court in connection with the Final Order.

At the hearing of the Motion for Final Order the Court will be requested to consider the fairness and reasonableness of the Arrangement. If you do not attend, either in person or by counsel, at that time, the Court may approve or refuse to approve the Arrangement as presented, or may approve it subject to such terms and conditions as the Court may deem fit, without any further notice.

A copy of the Motion for Final Order and the other documents filed on behalf of the parties thereto can be obtained on written request to the solicitors for Thallion (attention of Me Mason Poplaw) at:



McCarthy Tetrault LLP
1000 De La Gauchetiere Street West, Suite 2500
Montreal, Quebec H3B 0A2


About Thallion Pharmaceuticals Inc.

Thallion Pharmaceuticals Inc. (TSX:TLN) is a biotechnology company developing pharmaceutical products in the areas of oncology and infectious disease. The Company's clinical programs include TLN-4601 and Shigamabs®. TLN-4601 is a novel anti-cancer therapy targeting the RAS-MAPK pathway which is actively enrolling patients at multiple sites in Canada and the United States in a Phase II trial for brain cancer. Shigamabs is a dual antibody product for the treatment of Shigatoxin producing E. coli bacterial infections which is ready to begin a Phase II/III clinical program upon the completion of a development partnership. Additional information about Thallion can be obtained at www.thallion.com.

Forward-Looking Statements

This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking statements reflect Thallion'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, the obtaining of court and other regulatory approvals and consents, the satisfaction of closing conditions, changing market conditions, 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 and other risks detailed from time-to-time in Thallion's ongoing filings with the Canadian securities regulatory authorities which filings can be found at www.sedar.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Thallion undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.

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