Lorus Therapeutics Inc.

TSX : LOR


Lorus Therapeutics Inc.

May 31, 2012 15:13 ET

Lorus Therapeutics Announces Increase to Proposed Private Placement

TORONTO, ONTARIO--(Marketwire - May 31, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Further to its release of May 8, 2012, Lorus Therapeutics Inc. (TSX:LOR) ("Lorus" or the "Company") announced today that it has increased, subject to shareholder approval, the number of units expected to be issued in connection with its proposed private placement of units to a maximum of 20,625,000 units ("Units") at a price of $0.32 per Unit for gross proceeds of up to $6,600,000 (the "Private Placement").

Each Unit will consist of one common share of Lorus (a "Share") and one common share purchase warrant of Lorus (a "Warrant"). Each Warrant will entitle the holder to purchase one Share at a price of $0.45 (the "Exercise Price") for a period of 24 months following the closing date of the Private Placement. If after one year (the "Accelerated Exercise Date") the closing price of the common shares on the Toronto Stock Exchange equals or exceeds $0.90 for twenty consecutive days, then upon the Company sending the holders of Warrants written notice of such Accelerated Exercise Date and issuing a news release announcing such Accelerated Exercise Date, the Warrants shall only be exercisable for a period of 30 days following the date on which such written notice is sent to holders of Warrants.

PowerOne Capital Markets Limited will act as a finder in the financing and will receive a cash commission of 6% of the gross proceeds of the subscription amounts received from such finder's subscribers, and will also issue warrants to a finder to enable the finder to acquire Units equal to 6% of the Units sold to such finder's subscribers (the "Finder's Warrants"). The exercise price of the Finders Warrants is $0.32 per warrant and may be exercised for a period of two years from the date of issue. Upon exercise, each Finders Warrant will enable the holder to receive one common share and one common share purchase warrant (an "Underlying Warrant"). Each Underlying Warrant will enable the holder, for a period of two years from the closing date to acquire one common share of Lorus at an exercise price of $0.45 per warrant.

All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities law. The closing of the private placement is subject to shareholder and regulatory approval as well as customary closing conditions.

The Company intends to use the net proceeds of the Private Placement to continue development of its research programs and for general and administrative purposes.

The maximum number of common shares issuable in connection with the Private Placement, assuming the full $6.6 million is subscribed for and the exercise of all warrants, including the exercise of warrants underlying the finders warrants is 43,725,000 representing 206% of Lorus' currently issued and outstanding common shares.

The Toronto Stock Exchange will require Lorus to obtain the approval of a majority of its shareholders with respect to the Private Placement since the shares issuable pursuant to the Private Placement amount to more than 25% of the number of the issued and outstanding common shares, on a non-diluted basis, prior to the date of closing of the Private Placement and the exercise price of the Finders Warrants is less than the 5 day volume weighted average share price. Lorus intends to provide the Toronto Stock Exchange with written evidence that holders of more than 50% of its voting securities are familiar with the terms of the Private Placement, and are in favour of it, in order to benefit from the exemption set forth in the rules of the Toronto Stock Exchange from the requirement to hold a special shareholders' meeting to obtain this approval.

Sprott Asset Management ("Sprott") and Mr. Sheldon Inwentash, who also controls Pinetree Capital Ltd. (collectively "Pinetree"), have indicated that they intend to purchase up to 4,550,000 and 5,000,000 Units, respectively, in connection with the Private Placement. Assuming that Sprott purchases 4,550,000 Units, on the closing of the Private Placement, Sprott would hold 4,550,000 common shares (10.9% of the then issued and outstanding common shares) and 4,550,000 warrants (representing 19.6% ownership on a partially diluted basis assuming only Warrants held by Sprott only are exercised). Assuming that Pinetree purchase 5,000,000 Units, on the closing of the Private Placement, Pinetree would hold 5,000,000 common shares (approximately 11.9% of the then issued and outstanding common shares) and 5,000,000 warrants (representing 21.3% ownership on a partially diluted basis assuming only warrants held by Pinetree only are exercised). If Pinetree were to exercise all 5,000,000 warrants it could potentially result in a change in control of Lorus.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities in any jurisdiction.

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 the private placement and the purposes for which the proceeds from the private placement will be used, our ability to complete the private placement, our ability to obtain the necessary shareholder and TSX approvals, that the TSX will accept written evidence of shareholder approval and not require a shareholder meeting 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 or achievements to be materially different from any future results, performance or achievements described in this press release. Such expressed or implied risk factors and assumptions could include, among others: the actual proceeds of the private placement; our use of proceeds from the private placement; our ability to complete the private placement, our ability to obtain the necessary shareholder and TSX approvals, that the TSX will accept written evidence of shareholder approval and not require a shareholder meeting, our ability to obtain the capital required for research and operations; the possible adverse effect of continuing negative market conditions; our ability to continue as a going concern, 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.

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