Posted at CedarForm 51–102F3
Material Change Report
Item 1 Name and Address of the Company
Mistral Pharma Inc. (the “Corporation”)
1717 Trans-Canada Hwy
Dorval, Québec
H9P 1J1
Item 2 Date of Material Change
August 19, 2008.
Item 3 News Release
The Company issued a news release with respect to the material change described below on
August 19, 2008 via Stock Watch.
Item 4 Summary of Material Change
The Corporation has filed a proposal under the Bankruptcy and Insolvency Act (Canada). If
ratified, the proposal shall effect a compromise of the Corporation’s debts existing at
June 13, 2008, and effect an arrangement under Section 191 of the Canada Business
Corporation’s Act.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Corporation has filed a proposal under the Bankruptcy and Insolvency Act (Canada). If
ratified, the proposal shall effect a compromise of the Corporation’s debts existing at
June 13, 2008, and effect an arrangement under Section 191 of the Canada Business
Corporation’s Act. Demers Beaulne Inc. has agreed to act as trustee to Mistral’s proposal.
The proposal contemplates the investment of fresh funds by a third-party in the Corporation in
exchange for the cancellation of all of the Corporation’s issued and outstanding shares, options
and warrants (the “Existing Shares”), and the issuance of new shares in favour of the investor.
The sums to be received from the investor will serve to fund the payments provided for under the
Corporation’s proposal, and provide the Corporation with the working capital it needs to meet its
current operating requirements. A meeting of the Corporation’s creditors will be held on
September 4, 2008 to vote on the proposal. Should the creditors approve the proposal in the
required percentages, a hearing will be held on September 15, 2008 and the Superior Court of
Quebec will be asked to ratify the proposal and authorize the arrangement, which will cancel the
Existing Shares.
In order to be accepted by its creditors, the Corporation’s proposal needs to be approved by a
majority in number of the creditors voting on the proposal, representing 66.66% in value of those
creditors’ claims.
5.2 Disclosure Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
The executive officer who can answer questions regarding this report is Mr. Bertrand Bolduc,
President and Chief Executive Officer of Mistral Pharma Inc. Mr. Bolduc can be reached at
(514) 421-1717, extension 2224.
Item 9 Date of report
August 29, 2008.