Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss.181, 185.

Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c. B. 16, AS AMENDED

(THE OBCA)

ONTARIO REG. 289/00 (THE REGULATION)

AND

IN THE MATTER OF

LORUS THERAPEUTICS INC.

 

CONSENT

(Clause 4(b) of the Regulation)

UPON the application of Lorus Therapeutics Inc. (Lorus) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for Lorus to continue into another jurisdiction pursuant to clause 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON Lorus having represented to the Commission that:

1. Lorus is governed under the provisions of the OBCA pursuant to articles of amalgamation dated October 28, 1991, as amended pursuant to articles of amendment dated August 25, 1992, November 27, 1996 and November 19, 1998. The registered office of Lorus is located at 2 Meridian Road, Toronto, Ontario, M9W 4Z7.

2. The authorized share capital of Lorus is comprised of an unlimited number of common shares (Common Shares), of which 172,622,386 common shares were issued and outstanding as of September 14, 2005.

3. Lorus is proposing to submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue (the Continuance) as a corporation under the Canada Business Corporations Act, R.S.C. 1985, c.144, as amended (the CBCA).

4. Pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation (as such term is defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.

5. Lorus is an offering corporation under the OBCA and a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the Act). Lorus is also a reporting issuer or the equivalent thereof in each of the other provinces of Canada.

6. Lorus's Common Shares are listed for trading on the Toronto Stock Exchange under the symbol "LOR" and the American Stock Exchange under the symbol "LRP".

7. Following the Continuance, Lorus intends to remain a reporting issuer in Ontario and in the other jurisdictions in which it is currently a reporting issuer or equivalent thereof.

8. Lorus is not in default under any provision of the Act or the rules and regulations made under the Act and is not in default under the securities legislation of any other jurisdiction in which it is a reporting issuer or equivalent thereof.

9. Lorus is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.

10. The Continuance of Lorus under the CBCA was approved by Lorus's shareholders by way of special resolution at an annual and special meeting of shareholders (the Meeting) held on September 13, 2005.

11. The management information circular of Lorus dated July 29, 2005, provided to all shareholders of Lorus in connection with the Meeting, advised the holders of Common Shares of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

12. The principal reason for the Continuance is that the Corporation believes it to be in its best interests to conduct its affairs in accordance with the CBCA.

13. Other than the requirement under the OBCA that a majority of a corporation's directors be resident Canadians, as compared with the requirement under the CBCA that, subject to certain exceptions, only 25% of a corporation's directors need be resident Canadians, the material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of Lorus as a corporation under the CBCA.

DATED September 30, 2005

"Paul Moore"

"Robert Shirriff"