Full Press Release Details
UNDERWRITING AGREEMENT
1,372,213 Common Shares
ONCOLYTICS BIOTECH Inc.
under the Business Corporations Act (Alberta))
Ladenburg Thalmann & Co. Inc.
277 Park Avenue, 26th Floor
As Representative of the several Underwriters
c/o Ladenburg Thalmann & Co. Inc.
277 Park Avenue, 26th Floor
Ladies and Gentlemen:
Inc., a company incorporated under the Business Corporations Act (Alberta) (the "Company"), proposes
to sell to the several underwriters named in Schedule I hereto (the "Underwriters") for whom Ladenburg
Thalmann & Co. Inc. is acting as representative (the "Representative"), an aggregate of 1,372,213
common shares (each, a "Firm Share"), no par value, of the Company (the "Common Shares").
The Company also proposes to grant to the Underwriters an option to purchase up to 205,832 additional Common Shares (the "Option
Shares" and, together with the Firm Shares, the "Shares"). To the extent there are no additional
Underwriters listed on Schedule I hereto, the term "Representative" as used herein shall mean Ladenburg Thalmann
& Co. Inc. as Underwriter and the term "Underwriters" shall be construed as singular.
confirms its agreement with respect to the sale of the Shares to the Underwriters.
Statement and Prospectus. The Company has prepared and filed with the securities regulatory authorities (the "Qualifying
Authorities") in each of the provinces and territories of Canada (the "Qualifying Jurisdictions")
a preliminary short form base shelf prospectus dated April 25, 2018 (the "Canadian Preliminary Base Prospectus"),
and the Canadian Base Prospectus (as defined below), in respect of an aggregate of up to Cdn.$150,000,000 in certain securities
of the Company, including Common Shares (collectively, the "Shelf Securities"). The Company has selected
the Alberta Securities Commission (the "Reviewing Authority") as its principal regulator under the passport
system procedures provided for under Multilateral Instrument 11-102 - Passport System and National Policy 11-202
- Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the "Passport System")
in respect of the offering of the Shelf Securities. The Reviewing Authority has issued a receipt, which is deemed to also be a
receipt of each of the other Qualifying Authorities pursuant to the Passport System (a "Passport Decision Document"),
for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term "Canadian Base Prospectus"
means the final short form base shelf prospectus dated May 4, 2018 relating to the Shelf Securities, including any documents incorporated
by reference therein and the documents otherwise deemed to be incorporated by reference therein pursuant to Canadian Securities
Laws (as defined below), at the time the Reviewing Authority issued a Passport Decision Document with respect thereto in accordance
with Canadian Securities Laws, including National Instrument 44-101 - Short Form Prospectus Distributions and
National Instrument 44-102 - Shelf Distributions (together, the "Canadian Shelf Procedures").
The Company has also prepared and filed with the Reviewing Authority in accordance with the Canadian Shelf Procedures a preliminary
prospectus supplement dated May 31, 2018, relating to the Shares, which excluded certain information ("Canadian Preliminary
Prospectus Supplement", together with the Canadian Base Prospectus, and including any documents incorporated therein
by reference and the documents otherwise deemed to be incorporated by reference therein pursuant to Canadian Securities Laws, the
"Canadian Preliminary Prospectus").
The Company has also
prepared and filed with the United States Securities and Exchange Commission (the "Commission") a registration
statement on Form F-10 (File No. 333-224432) covering the registration of the Shelf Securities under the United States Securities
Act of 1933, as amended (the "Securities Act" or "Act") and the rules and regulations
(the "Rules and Regulations") of the Commission thereunder, and such amendments to such registration
statement as may have been permitted or required under the Act and Rules and Regulations to the date of this Agreement. Such registration
statement on Form F-10, including the Canadian Base Prospectus (with such deletions therefrom and additions thereto as are permitted
or required by Form F-10 and the Rules and Regulations) and including exhibits to such registration statement has become effective
in such form pursuant to Rule 467(b) under the Securities Act. Such registration statement, at any given time, including amendments
thereto to such time, the exhibits and any schedules thereto at such time and the documents incorporated by reference therein pursuant
to Item 4 of Form F-10 under the Securities Act, at such time, is herein called the "Registration Statement."
The Registration Statement at the time it originally became effective pursuant to the Rules and Regulations is herein called the
"Original Registration Statement." The Canadian Base Prospectus (with such deletions therefrom and additions
thereto as are permitted or required by Form F-10 and the Rules and Regulations) in the form in which it appeared in the Original
Registration Statement and including the documents incorporated therein by reference is herein called the "U.S. Base
Prospectus." The Canadian Preliminary Prospectus Supplement (with such deletions therefrom and additions thereto
as are permitted or required by Form F-10 and the Rules and Regulations), relating to the offering of the Shares, including
all documents incorporated therein by reference, filed with the Commission pursuant to General Instruction II.L of Form F-10
under the Securities Act, (the "U.S. Preliminary Prospectus Supplement, together with the U.S. Base Prospectus,
is hereinafter called the "U.S. Preliminary Prospectus.")
In addition, the Company
(i) shall prepare and file with the Reviewing Authority in accordance with Section 4(a) hereof a final prospectus
supplement (the "Canadian Final Prospectus Supplement") to the Canadian Base Prospectus relating to the
Shares, which includes the information omitted from the Canadian Preliminary Prospectus (together with the Canadian Base Prospectus,
and including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included
therein pursuant to Canadian Securities Laws, the "Canadian Final Prospectus"), and (ii) shall prepare
and file with the Commission pursuant to General Instruction II.L of Form F-10 and in accordance with Section 4(a)
hereof the Canadian Final Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required
by Form F-10 and the Rules and Regulations) (the "U.S. Final Prospectus Supplement") to the U.S.
Base Prospectus relating to the offering of the Shares (including all documents incorporated therein by reference, together with
the U.S. Base Prospectus, the "U.S. Final Prospectus"). The U.S. Preliminary Prospectus and the Canadian
Preliminary Prospectus are referred to herein as the "Preliminary Prospectuses," and the U.S. Final Prospectus
and the Canadian Final Prospectus are referred to herein as the "Final Prospectuses." Any amendment to
the Canadian Final Prospectus, any amended or supplemental prospectus, any management information circular, financial statement,
management's discussion and analysis, annual information form, business acquisition report or material change report that
may be filed by or on behalf of the Company under the securities laws of the Qualifying Jurisdictions prior to the expiry of the
period of distribution of the Shares, where such document is deemed to be incorporated by reference into the Canadian Final Prospectus,
is referred to herein collectively as the "Supplementary Material." Any reference herein to any "amendment"
or "supplement" to the U.S. Preliminary Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include
(i) the filing of any document with the Reviewing Authority or the Commission after the date of the U.S. Preliminary Prospectus
or the U.S. Final Prospectus, as the case may be, and prior to the First Closing Date or Second Closing Date, as applicable, which
is incorporated therein by reference or is otherwise deemed to be a part thereof or included therein by Item 4 of Form F-10 and
the Rules and Regulations and (ii) any such document so filed prior to the First Closing Date or Second Closing Date, as applicable.
The Underwriters shall
offer the Shares for sale to the public directly and through other investment dealers and brokers in the United States of America
(the "United States") only as permitted by applicable law and upon the terms and conditions set forth
in the U.S. Final Prospectus and this Agreement. It is acknowledged and agreed that the Canadian Final Prospectus shall not contemplate
making sales of any prospectus qualified Shares to purchasers in Canada and, accordingly, shall expressly state that it does not
qualify the distribution of any securities to purchasers in any province or territory of Canada and shall not contain any underwriter's
certificate. The Underwriters may, however, sell Shares to purchasers in certain provinces of Canada pursuant to exemptions from
the prospectus requirements of applicable Canadian securities laws, through securities dealers duly registered to sell such securities
under applicable Canadian securities laws. The Underwriters agree that they will not, directly or indirectly, distribute the Registration
Statement, the U.S. Preliminary Prospectus or the U.S. Final Prospectus or publish any prospectus, circular, advertisement or other
offering material in any jurisdiction other than such states of the United States in which the Shares are duly qualified under
U.S. federal and applicable U.S. state securities laws (or in circumstances where such state securities laws are preempted), in
such manner as to require registration of the Shares or the filing of a prospectus or any similar document with respect to the
Shares by the Company therein or subject the Company to ongoing periodic reporting obligations in such jurisdiction pursuant to
the securities laws of such jurisdiction.
The Company has also
prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction