Vitus Investments III Private Limited completes purchase of convertible notes of Bellus Health Inc.



    MONTREAL, June 3 /CNW Telbec/ - This press release is issued by Vitus
Investments III Private Limited ("Vitus"), as required by Canadian provincial
securities legislation and in pursuance of today's as well as previous
announcements by Bellus Health Inc. ("Bellus") that it has entered into
private agreements with Vitus and Victoria Square Ventures Inc. ("VSVI")
relating to a total financing commitment of $20.5 million. Pursuant to an
agreement dated April 16, 2009, Vitus has purchased today $5 million principal
amount of senior convertible notes (the "Second Tranche Notes"). Similarly,
VSVI purchased today $5 million principal amount of Second Tranche Notes. The
Second Tranche Notes are due five years and a day from the date of issuance
and interest thereon will be capitalized at an annual rate of 15%. The
principal and interest are repayable on the maturity date or upon the
occurrence of certain other events, and are convertible at the option of the
holder into common shares of Bellus at a conversion price of $0.20 per common
share.
    As consideration for Vitus subscribing for $5 million principal amount of
senior convertible notes (the "First Tranche Notes") of Bellus on April 16,
2009 and for the Second Tranche Notes, Bellus has paid to Vitus a set up fee
of $307,500 in senior convertible notes (the "Set Up Fee Notes" and together
with the First Tranche Notes and Second Tranche Notes, the "New Notes").
    All of the shares in the capital of Vitus are owned by Vitus I
Investments Limited ("VIL"), and all of the shares in the capital of VIL are
owned by Mr. Carlo Bellini. Pursuant to applicable securities legislation, Mr.
Carlo Bellini and VIL are deemed to be joint actors of Vitus. For reporting
purposes and under the Early Warning System, VIL and Carlo Bellini are obliged
to include the holdings of Vitus in determining their ownership of the
securities of Bellus.
    In the aggregate, the Second Tranche Notes and Set Up Fee Notes acquired
by Vitus today and the interest payable thereon at maturity are convertible
into 53,376,391 common shares of Bellus. Assuming such conversion but
excluding any common shares issuable upon conversion or exercise of all other
outstanding convertible securities of Bellus, Vitus would acquire direct
beneficial ownership of, and VIL and ultimately Mr. Carlo Bellini control
over, approximately 51.6% of the outstanding common shares of Bellus. If VSVI
were to similarly convert the Second Tranche Notes and Set Up Fee Notes it
acquired today and the interest payable thereon at maturity, such 53,376,391
common shares of Bellus would represent approximately 33% of the outstanding
common shares of Bellus. Assuming the conversion or exercise of all other
outstanding convertible securities of Bellus (at an assumed conversion price
of $0.35 per common share), those same shares would represent approximately
11.7% of the outstanding common shares of Bellus.
    Upon conversion of all of its $10.307 million principal amount of New
Notes and the interest payable thereon at maturity, Vitus would acquire direct
beneficial ownership of, and VIL and ultimately Mr. Carlo Bellini control
over, 103,660,321 common shares of Bellus representing approximately 67.4% of
the outstanding common shares of Bellus. If VSVI were to convert all of its
$10.807 million principal amount of New Notes and the interest payable thereon
at maturity, such 103,660,321 common shares of Bellus would represent
approximately 39.5% of the outstanding common shares of Bellus. Assuming the
conversion or exercise of all other outstanding convertible securities of
Bellus (at an assumed conversion price of $0.35 per common share), those same
common shares would represent approximately 22.7% of the outstanding common
shares of Bellus.
    Mr. Carlo Bellini already has direct beneficial ownership of 64,200
common shares of Bellus, representing approximately 0.13% of the outstanding
common shares of Bellus. When including the holdings of Vitus for reporting
purposes, his ownership and deemed ownership of the Bellus shares would be
greater than Vitus's holdings by 0.04% upon conversion of all of Vitus's New
Notes. The interests of Vitus and Mr. Carlo Bellini in the common shares of
Bellus are for investment purposes only.

    This press release does not constitute an admission that VIL and Carlo
Bellini in fact act jointly or in concert with Vitus with respect to the
acquisition or disposition of securities of Bellus. In accordance with
applicable securities laws and depending on market conditions and other
relevant factors, all of them may make additional investments in or
dispositions of securities of Bellus, including additional purchases of Bellus
common shares.
    %SEDAR: 00012022EF




For further information:

For further information: Mr. Roberto Bellini, (514) 282-0552 ext. 229

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Vitus Investments III Private Limited

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