Full Press Release Details
ONCOLYTICS BIOTECH INC.
UNDERWRITING AGREEMENT
Oppenheimer Co. Inc.
as Representative of the several
Underwriters named in Schedule I hereto
c/o Oppenheimer Co. Inc.
New York, New York 10017
Ladies and Gentlemen:
Oncolytics Biotech Inc., an Alberta corporation (the Company ), proposes, subject to the
terms and conditions contained herein, to sell to you and the other underwriters named on Schedule
I to this Agreement (the Underwriters ), for whom you are acting as Representative (the
Representative ), an aggregate of 4,250,000 units (the Units ) of the Company (the Underwritten
Securities ), with each such Unit comprised of one of the Company s common shares (the Common
Shares ), and 0.4 of one warrant to purchase Common Shares, with each whole warrant exercisable
for one Common Share (each, a Warrant and collectively, the Warrants ). The respective amounts
of the Underwritten Securities to be purchased by each of the several Underwriters are set forth
opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the
Underwriters an option to purchase up to an additional 637,500 Common Shares (the Option
Shares ) and/or up to an additional 255,000 Warrants (the Option Warrants and, collectively with
the Option Shares, the Option Securities ) from the Company for the purpose of covering
over-allotments and for market stabilization purposes in connection with the sale of the
Underwritten Securities. The Company understands that a portion of the Securities (as defined
below) may be offered and sold in the Provinces (as defined below) by
Canaccord Capital Corporation (the Canadian
Underwriter ), pursuant to the Canadian Prospectus (as defined below).
The Common Shares and Warrants underlying the Underwritten Securities are referred to herein
as the Firm Shares and Firm Warrants, respectively. The Underwritten
Securities, the Option Securities and all underlying Common Shares and Warrants are referred
to herein as the Securities.
The Company has prepared and filed a Canadian final short form base shelf prospectus, dated
June 16, 2008, with the securities commissions (the Canadian Commissions ) in each of the
provinces (the Provinces ) of British Columbia, Alberta, Manitoba and Ontario (including all
documents incorporated by reference, the Canadian Base Prospectus ) in accordance with National
Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf
Distributions (together, the Shelf Procedures ), and pursuant to the Multi-Jurisdictional
Disclosure System ( MJDS ), has prepared and filed in conformity with the requirements of the
Securities Act of 1933, as amended (the Securities Act ), and the published rules and regulations
thereunder (the Rules and Regulations ) adopted by the United States Securities and Exchange
Commission (the Commission ), a registration statement on Form F-10 (Registration File No.
333-151513) (including all exhibits, financial schedules and all documents and information deemed
to be part of the registration statement by incorporation by reference or otherwise, as amended
from time to time, at the date of this Agreement, the Registration Statement ), containing the
Canadian Base Prospectus, with such deletions therefrom and additions thereto as are permitted or
required by Form F-10 and applicable Rules and Regulations, which became effective on June 24,
2008, for the registration under the Securities Act of the Common Shares, Warrants and other
securities of the Company that may be sold from time to time by the Company in accordance with the
Company s home jurisdiction s shelf prospectus offering procedures, and such amendments thereof as
may have been required to the date of this Agreement, (in the form most recently filed, or
transmitted for filing, under the Registration Statement including all documents incorporated be
reference therein, the U.S. Base Prospectus ). At the time of such filing, the Company met the
requirements of Form F-10 under the Securities Act and for filing the Canadian Base Prospectus
under any applicable securities laws of each of the Provinces and the respective regulations,
rules, rulings, decisions and orders made thereunder, together with the applicable policy
statements and prescribed forms issued by the Canadian Commissions (collectively, the Canadian
Copies of such Registration Statement (including all amendments thereto and all documents
deemed incorporated by reference therein) and of the related U.S. Base Prospectus and Canadian Base
Prospectus have heretofore been delivered by the Company or are otherwise available to you.
The Company has filed a preliminary prospectus supplement to the Canadian Base Prospectus in
each of the Provinces (the Canadian Preliminary Supplement ) and pursuant to MJDS has filed the
Canadian Preliminary Supplement with the Commission pursuant to General Instruction II.L on Form
F-10, with such deletions therefrom and additions thereto as are permitted or required by Form
F-10, the Securities Act and the Rules and Regulations (the U.S. Preliminary Supplement ),
relating to the placement of the Securities and the plan of distribution thereof covering the
offering under this Agreement.
The term Canadian Preliminary Prospectus means the Canadian Base Prospectus and the Canadian
Preliminary Supplement in the form provided to the Underwriters by the Company for use in
connection with the offering of Securities. The term U.S.
Preliminary Prospectus means the U.S. Base Prospectus and the U.S. Preliminary Supplement in
the form provided to the Underwriters by the Company for use in connection with the offering of
Securities. The term Preliminary Prospectus means, jointly, the Canadian Preliminary Prospectus
and the U.S. Preliminary Prospectus.
The term Canadian Final Prospectus means the Canadian Base Prospectus and the final
prospectus supplement to the Canadian Base Prospectus to be filed in each of the Provinces (the
Canadian Final Supplement ) relating to the placement of the Securities and the plan of
distribution thereof covering the offering under this Agreement and the prospectus supplement to
the Canadian Base Prospectus to be filed in each of the Provinces (the Canadian Warrant
Supplement ) relating to the issuance of Common Shares upon the exercise of the Firm Warrants and
Option Warrants (the Warrant Shares ).
The term Final U.S. Prospectus means the U.S. Base Prospectus, the U.S. Preliminary
Supplement and any amendments or further supplement to such prospectus, and including, without
limitation, the Canadian Final Supplement to be filed pursuant to MJDS with the Commission pursuant
to General Instruction II.L of Form F-10 with such deletions therefrom and additions thereto as are
permitted or required by Form F-10, the Securities Act and the Rules and Regulations (the U.S.
Final Supplement ), relating to the placement of the Securities and the plan of distribution
thereof covering the offering under this Agreement and the Canadian Warrant Supplement to be filed
pursuant to MJDS with the Commission pursuant to General Instruction II.L of Form F-10 with such
deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules
and Regulations (the U.S. Warrant Supplement ), relating to the issuance of the Warrant Shares.
The term Final Prospectus means, jointly, the Canadian Final Prospectus and the U.S. Final
Prospectus. The term Prospectus means the Canadian Base Prospectus, the U.S. Bas Prospectus, any
Preliminary Prospectus and any amendments or further supplements to such prospectus, and including,
without limitation, the Final Prospectus.
The term Effective Date shall mean each date that the Registration Statement and any
post-effective amendment or amendments thereto became or become effective. Unless otherwise stated
herein, any reference herein to the Registration Statement, the Preliminary Prospectus, the
Statutory Prospectus (as hereinafter defined) and the Final Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein.
Any reference herein to the terms amend, amendment or supplement with respect to the
Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, or the Final
Prospectus shall be deemed to refer to and include any such document filed or to be filed with the