OTC Bulletin Board : LRUSF


September 28, 2010 17:04 ET

Lorus Therapeutics Files Final Prospectus for Rights Offering to Shareholders

TORONTO, ONTARIO--(Marketwire - Sept. 28, 2010) - Lorus Therapeutics Inc. (TSX:LOR)(OTCBB:LRUSF) ("Lorus" or the "Corporation"), a biopharmaceutical company specializing in the research and development of pharmaceutical products and technologies for the management of cancer, today announced that it has received a receipt for a final short form prospectus in relation to the previously announced filing of a preliminary prospectus in each of the provinces of Canada in connection with a distribution to its shareholders in eligible jurisdictions outside the United States of rights exercisable for units of the Corporation (the "Rights Offering").

Under the Rights Offering, holders of common shares of the Corporation as of October 12, 2010 (the "Record Date") will receive one right for each common share held as of the Record Date. Each two (2) rights will entitle the holder thereof to purchase a unit of the Corporation ("Unit") at a price of $1.11 per Unit. Each Unit consists of one common share of the Corporation and one warrant to purchase an additional common share of the Corporation at a price of $1.33 until May 2012. Rights may be exercised until 5:00 P.M. on November 8, 2010 ("Expiry Date").

The subscription price of $1.11 per Unit represents a discount of 10% to the volume weighted average closing price of the Corporation's shares for the five trading days immediately prior to filing of the final prospectus. If all of the rights are exercised, the Corporation will issue an aggregate of 5.0 million common shares for gross proceeds of approximately $5.5 million. An additional 5.0 million common shares could be issued if all warrants are exercised. The Corporation expects to use the net proceeds from the offering to fund research and development activities, the repayment of interim financing promissory notes to Mr. Abramson and for general working capital purposes.

As previously announced, the Corporation has secured a standby purchase arrangement of $4 million by Herbert Abramson, one of Lorus' directors. Mr. Abramson has agreed to make an investment such that the minimum gross proceeds of the proposed rights offering are $4 million. There will be no fee paid to Mr. Abramson for this commitment.

Rights will commence trading on the TSX on October 7, 2010 under the symbol "LOR.RT" and the common shares will commence trading on the TSX immediately following the Expiry Date. Trading of the Rights will continue until noon (Toronto time) on the Expiry Date.

The final prospectus will be mailed to all shareholders, and certificates representing the Rights (the "Certificates'') will be mailed to all registered shareholders located in each of the provinces of Canada (the "Eligible Jurisdictions'') following the Record Date. Subject to certain exceptions, Certificates will not be mailed to registered shareholders located outside of the Eligible Jurisdictions. Such shareholders will not be permitted to exercise their Rights and in certain cases the rights agent engaged by the Corporation will attempt to sell such Rights on behalf of the relevant class of shareholders. Shareholders should consult the final prospectus and their financial advisors to determine their rights and entitlements under the Rights Offering.

Holders of rights who fully exercise their rights under the basic subscription privilege will be entitled to subscribe pro rata for additional Units, if available, that were not subscribed for initially on or before the Expiry Date.

Registered shareholders wishing to exercise their rights must forward their completed Certificate along with the applicable funds to Computershare Investor Services Inc. by the Expiry Date. Beneficial shareholders should contact their broker. Shareholders requiring additional information may refer to a copy of the final short form prospectus available on SEDAR at www.sedar.com.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities in the United States. Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended, and applicable state securities laws, or an available exemption from such registration requirements.

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 Rights Offering (including the standby commitment and the number of common shares issuable under the Rights Offering) and the purposes for which the proceeds from the Rights Offering will be used 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: our ability to continue to operate as a going concern; the failure to close the rights offering; the actual proceeds of the rights offering, our ability to obtain the capital required for research and operations; the possible adverse affect of continuing negative 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).

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