Thallion's Annual and Special Meeting to Be Held August 6, 2013

Thallion Pharmaceuticals Inc. (TSX VENTURE:TLN) ("Thallion") announced today
that the Superior Court of Quebec has issued an interim order authorizing
Thallion to hold an annual and special meeting of the shareholders of Thallion,
at which shareholders will be asked to approve the proposed plan of arrangement
(the "Arrangement") involving the acquisition of Thallion by BELLUS Health Inc.
("BELLUS Health") (TSX:BLU), which was announced previously on June 18, 2013. 


The meeting of shareholders will be held at the offices of McCarthy Tetrault
LLP, Suite 2500, 1000, De La Gauchetiere Street West, Montreal, Quebec, H3B 0A2
at 10:00 a.m. (ET) on August 6, 2013. The Court has fixed July 4, 2013 as the
record date for determining the shareholders entitled to receive notice of and
to vote at the meeting. 


The acquisition agreement between BELLUS Health and Thallion (which can be found
at www.sedar.com) provides for a cash consideration of approximately $6.332
million ($0.1765 per common share (on a fully-diluted basis)), subject to
adjustments, and (ii) the issuance of one contingent value right ("CVR") per
common share, entitling the holder thereof to: (A) its pro rata share of 80% of
any additional purchase price consideration to be received from Premium Brands
Holding Corp. ("Premium Brands") in 2016 (expected to be up to approximately
$1.45 million) (or $0.0323 per CVR), and (B) its pro rata share of 5% of the
Shigamabs(R) revenue generated or received by BELLUS Health, capped at $6.5
million (or $0.1812 per CVR), payable in installments upon the achievement by
BELLUS Health of each whole $10 million tranche of revenue on Shigamabs(R). 


Completion of the Arrangement is subject to receipt of court and regulatory
approvals and other third party consents. The acquisition agreement also
contains closing conditions, including that Thallion have net cash on hand, as
determined pursuant to the terms of the acquisition agreement ("Net Cash"), of
at least $7,500,000, on the effective date (including deemed proceeds for the
exercise or cancellation as per the Arrangement of "in-the-money" options of
approximately $500,000), that no more than 5% of Thallion shareholders dissent
to the Arrangement and other customary closing conditions. The acquisition
agreement also provides that if the Net Cash condition is not met, BELLUS Health
will have the option of either terminating the acquisition agreement or reducing
the cash portion of the consideration payable under the Arrangement in
proportion to any shortfall on a dollar-for-dollar basis, pro rata to each
Thallion share, rounded to the nearest hundredth of a cent. If Thallion's Net
Cash at the effective date is estimated to be in excess of $7,500,000, the cash
portion of the consideration payable under the Arrangement will instead be
increased in proportion to such excess amount on a dollar-for-dollar basis, pro
rata to each Thallion share, rounded to the nearest hundredth of a cent. 


Response to Jaguar 

Thallion is concerned that Jaguar continues to issue press releases that appear
to contain misstatements of fact, misrepresentations and/or false assumptions
which may mislead investors and Thallion's shareholders regarding the merits of
the Arrangement versus other available alternatives including a liquidation. The
management information circular of Thallion (the "Circular") which will contain
all relevant information relating to the Arrangement, including additional
information regarding a liquidation scenario, as well as the related proxy form
and letter of transmittal, are expected to be mailed to the shareholders of
Thallion on or about July 10, 2013. Furthermore, Jaguar statements and actions,
including in connection with the Court proceedings, also increase Thallion's
legal and other advisory costs that impact the available Net Cash to the
detriment of shareholders. 


The following are relevant extracts of the Circular which are disclosed by
Thallion in response to Jaguar's statements and actions, subject to the
assumptions and qualifications to be contained in the Circular.




--  Assuming the Net Cash at the effective date is $8,000,000 (including
    deemed proceeds for the exercise or cancellation as per the Arrangement
    of "in-the-money" options of approximately $500,000), the cash
    consideration payable to shareholders on the effective date would amount
    to approximately $0.1904 per share. 
    
--  The Net Cash calculated as of May 31, 2013 estimated by Management of
    Thallion for illustration purposes only is approximately $8,200,000 to
    $8,400,000 (including deemed proceeds for the exercise or cancellation
    as per the Arrangement of "in-the-money" options of approximately
    $500,000 and net of severance costs referred to below and other costs
    included in the Net Cash definition, including lease termination costs
    and transaction expenses). Although Management believes that the
    estimate of the Net Cash as of May 31, 2013 is reasonable based on
    information currently available to Thallion, the actual amount of the
    estimated Net Cash may differ materially from Management's estimates for
    a variety of reasons, including (i) to the extent there are material
    unforeseen costs or liabilities to be reflected in the Net Cash
    calculation, (ii) estimated transaction expenses which remain subject to
    variations, including as a result of Jaguar's actions, and (iii) to the
    extent that there are any unforeseen movements in Thallion's cash
    balances pursuant to its ongoing operations from May 31, 2013 until the
    effective date. Thallion and BELLUS intend to issue a further press
    release on or about July 30, 2013 announcing any adjustments to the
    purchase price relating to estimated Net Cash. 
    
--  Liquidation Scenario Summary 
    
    --  It is expected that a liquidation would take a minimum of three
        years to complete. 
        
    --  The amount by which it is estimated that assets would exceed
        liabilities would be reduced after three years to between $6,600,000
        and $7,000,000 in aggregate, or between $0.1840 and $0.1951 per
        share (on a fully-diluted basis). It is possible that the
        liquidation could take longer than three years to complete, in which
        event the amount available for distribution would be further
        reduced. 
        
    --  In addition, subject to the terms and conditions of an indemnity
        agreement with Premium Brands Holding Corp. ("Premium Brands"), up
        to approximately $1,450,000 (or $0.04 per share (on a fully-diluted
        basis)), may be received by Thallion as additional purchase price
        consideration payable by Premium Brands to Thallion on or about July
        2016. There is no certainty that any such additional purchase price
        may be payable under the indemnity agreement which remains subject
        to the satisfaction of certain conditions. 
        
    --  A substantial portion of available cash may not be distributed to
        shareholders before the expiry of certain indemnification
        obligations of Thallion, including of up to $4,425,000 towards
        Premium Brands under the indemnity agreement until July 2016. Based
        on the foregoing and the assumptions and qualifications to be
        detailed in the Circular, it is estimated that the initial
        distribution to shareholders would likely be between $0.0613 and
        $0.1233 per share and that such distribution would occur on or about
        four to six months after the initiation of a liquidation process
        (subject to obtaining customary tax clearance certificates). 
        
    --  The distributions by Thallion to the shareholders after the
        initiation of a liquidation process would be made to the
        shareholders as a reduction of stated capital of the common shares
        to the extent thereof, and thereafter, if necessary, as dividends,
        with the shareholders sharing rateably, share for share, in the
        distribution proceeds. Thallion currently reasonably estimates that
        the stated capital of the common shares is equal to approximately
        $3.5 million as of May 31, 2013 which is much lower than what
        Jaguar's statements seem to suggest.  
        
    --  The amount of all distributions exceeding the paid-up capital for
        tax purposes (which is generally equal to the stated capital,
        subject to certain adjustments where applicable) of the common
        shares immediately prior to the winding up would be treated as a
        taxable dividend under the Income Tax Act (Canada). Thallion
        currently reasonably estimates that the paid-up capital of the
        common shares is equal to approximately $3.5 million as of May 31,
        2013. The steps of the Arrangement maximize the use of the available
        paid-up capital for the benefit of shareholders. 
        
    --  There is no guarantee that a third-party may wish to purchase
        Shigamabs(R) in the context of a liquidation at terms better than
        those provided by BELLUS. As part of the strategic review process of
        Thallion, no other party presented expressions of interest for the
        development, investment in, ownership of or monetization of
        Shigamabs(R) at terms better than those provided by BELLUS. The
        Phase II clinical trial of TLN-4601 was terminated early in December
        2009 due to lack of efficacy and Thallion announced in June 2010
        that the rights to TLN-232 were returned to its licensor.



For the Arrangement to be implemented, the Arrangement must be approved at the
Thallion annual and special meeting by a resolution passed by at least (i) 66
2/3 percent of the votes cast by the shareholders of Thallion and (ii) a simple
majority of the votes cast by the shareholders, other than interested
shareholders, and their related parties and joint actors, if any, present in
person or by proxy at the meeting. In relation to the Arrangement, the
interested shareholders of Thallion are all shareholders other than Allan
Mandelzys and Michael Singer and their related parties and joint actors, if any
(collectively, the "Interested Shareholders"). To the knowledge of the directors
and executive officers of Thallion, after reasonable inquiry, 156,000 votes
attached to the common shares (being the aggregate number of votes attached to
the common shares held by the Interested Shareholders) will be excluded in
determining whether minority approval for the Arrangement is obtained. 


Assuming that all required shareholder approvals are obtained, Thallion is
expected to apply to the Court on August 9, 2013 for a final order in respect of
the Arrangement. Assuming that the final order is obtained and all other
conditions precedent to the Arrangement are satisfied or waived, the Arrangement
is expected to close in August, 2013. 


Thallion also announces that effective June 30, 2013, Allan Mandelzys and
Michael Singer were terminated without cause. Termination payments will be made
in accordance with their employment agreements. As previously disclosed by
Thallion, these payments would have been required to be made in the event of a
termination in connection with a liquidation process. Under the terms of
consulting agreements, Mr. Mandelzys and Mr. Singer have agreed to continue to
perform functions similar to those performed by a Chief Executive Officer and
Chief Financial Officer, respectively, and, as requested by BELLUS, to assist
with the implementation of the Arrangement. 


About Thallion (www.thallion.com) 

Thallion is a biotechnology company developing pharmaceutical products in the
areas of infectious disease and oncology. Thallion's lead clinical program
Shigamabs(R) is a dual antibody product for the treatment of Shiga
toxin-producing E. coli bacterial infections and has recently completed a Phase
II clinical trial. Additional information about Thallion can be obtained at
www.thallion.com. 


Forward Looking Statements 

Certain statements contained in this news release, other than statements of fact
that are independently verifiable at the date hereof, may constitute
forward-looking statements. Such statements, based as they are on the current
expectations of management, inherently involve numerous risks and uncertainties,
known and unknown, many of which are beyond the control of BELLUS Health Inc. or
Thallion Pharmaceuticals Inc. Examples of such forward looking information in
this news release include, but are not limited to, information with respect to
(i) the Arrangement and the results expected to be achieved from the successful
completion of the Arrangement; (ii) the ability to obtain all required approvals
and consents and otherwise satisfy all other conditions to complete the
Arrangement; (iii) the payments to be derived from the Arrangement which may be
subject to adjustment provisions; (iv) the ability to receive payments pursuant
to the terms of the CVRs and the timing of such payments; (v) potential
distributions under a potential liquidation; and (vi) estimated Net Cash. Such
risks include but are not limited to: the ability to obtain Court and regulatory
approvals, third party consents and to satisfy other closing conditions,
adjustments may be made to the cash consideration depending on the Net Cash,
risks relating to the satisfaction of payment conditions under the CVRs, the
ability to obtain financing, the impact of general economic conditions, general
conditions in the pharmaceutical and/or nutraceutical industry, changes in the
regulatory environment in the jurisdictions in which the BELLUS Health Inc. and
Thallion Pharmaceuticals Inc. do business, stock market volatility, fluctuations
in costs, changes to the competitive environment due to consolidation,
achievement of forecasted burn rate, achievement of forecasted clinical trial
milestones, and that actual results may vary once the final and
quality-controlled verification of data and analyses has been completed.
Consequently, actual future results may differ materially from the anticipated
results expressed in the forward-looking statements, and there can be no
assurance that any amounts will become payable under the CVRs. The reader should
not place undue reliance, if any, on any forward-looking statements included in
this news release. These statements speak only as of the date made and neither
BELLUS Health Inc. nor Thallion Pharmaceuticals Inc. is under any obligation to
update or revise such statements as a result of any event, circumstances or
otherwise, and BELLUS Health Inc. and Thallion Pharmaceuticals Inc. disavow any
intention to do so, unless required by applicable legislation or regulation.
Please see the public fillings of BELLUS Health Inc. and Thallion
Pharmaceuticals Inc., including the Annual Information Form of BELLUS Health
Inc. for further risk factors that might affect both companies and their
respective businesses. 


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Thallion Contact:
Michael Singer
Chief Financial Officer
[phone]
[phone] (FAX)
[e-mail]
www.thallion.com