Date Closed

July 17, 2009

Lead Office

Montréal

Value

8.85 Million CAD

On June 3, 2009, Thallion Pharmaceuticals Inc. ("Thallion") announced that it has entered into an agreement with Premium Brands Income Fund ("Premium Brands"), a leading British Columbia-based income trust, to reorganize Thallion and add significant additional liquidity in the form of C$8.85 million in new, non-dilutive capital to Thallion.

The non-dilutive transaction involves a corporate reorganization to be completed under a court supervised Plan of Arrangement. Thallion will transfer its assets and liabilities, including the proceeds from this transaction, to a newly incorporated subsidiary company, 4504011 Canada Inc. ("New Thallion OpCo"). On completion of the transaction, Thallion shareholders will have exchanged their Thallion shares on a one-for-one basis for shares of a parent company of New Thallion OpCo which shall subsequently amalgamate with New Thallion OpCo ("New Thallion").

New Thallion will carry on Thallion's business operations as a public entity and will retain all rights to related intellectual property as before the transaction.

As part of the Plan of Arrangement, Premium Brands unitholders, on completion of the transaction, will own 100% of the shares of the original Thallion entity.

Thallion, headquartered in Montréal, Québec, is a biotechnology company developing pharmaceutical products in the areas of oncology and infectious disease.

McCarthy Tétrault LLP represented Thallion, as vendor, with a team led by Patrick Boucher.