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Early Warning Press Release

^{Published on 2009-10-22 14:14:29 - Market Wire}
 

TORONTO, Oct. 22 /CNW/ - Odidi Holdings Inc. ("Holdings"), formerly known as IntelliPharmaCeutics Inc., announces that it has acquired ownership and control over 5,997,751 common shares of IntelliPharmaCeutics International Inc. (TSX: I; NASDAQ: IPCI) (the "Company") representing approximately 54.99% of the issued and outstanding common shares of the Company after the completion of the plan of arrangement on October 22, 2009. Pursuant to the plan of arrangement, Holdings exchanged 10,850,000 special voting shares of IntelliPharmaCeutics Ltd. ("IPC US") and 10,850,000 convertible voting shares of IntelliPharmaCeutics Corp. for a total of 5,997,751 common shares of the Company. The common shares of the Company acquired by Holdings were placed into regulatory escrow pursuant to the Toronto Stock Exchange escrow policy. On October 22, 2009, 1,499,437 common shares were released from escrow and the remaining 4,498,314 common shares will be released from escrow in equal tranches of 25% over the next 18 months.

Holdings is owned and controlled by Dr. Isa Odidi and Dr. Amina Odidi, senior officers and directors of the Company, and their family trust. Pursuant to the plan of arrangement, Drs. Isa and Amina Odidi exchanged certain performance based options of IPC US for performance based stock options of the Company that entitle them to purchase up to 2,763,940 common shares of the Company upon payment of US$3.62 per share until September 10, 2014. These options vest upon the Company or its subsidiaries attaining certain milestones related to the FDA filings and approvals for Company drugs. To date, 276,394 options have vested. Assuming all such options vested and were exercised, Holdings, together with Drs. Isa and Amina Odidi, would own an aggregate of 8,761,691 common shares of the Company representing 64.1% of the then issued and outstanding common shares of the Company.

The common shares of the Company were acquired for investment purposes. Holdings, Dr. Isa Odidi and Dr. Amina Odidi, senior officers and directors of the Company, may increase or decrease their position in the Company in the future as considered appropriate in light of investment criteria, market conditions and other factors and in accordance with applicable securities legislation. An early warning report with additional information in respect of the acquisition will be filed on SEDAR at [ www.sedar.com ] under the Company's profile or it can be obtained from John Allport, IntelliPharmaCeutics International Inc. at (416) 798-3001.

The principal office of Holdings is located at 30 Worcester Road, Toronto, Ontario M9W 5X2.