INFORMATION CIRCULAR ex99-1.htm NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2009 - AND

OF ANNUAL AND SPECIAL MEETING

SHAREHOLDERS TO BE HELD ON MAY 5, 2009

OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

THE SHAREHOLDERS OF ONCOLYTICS BIOTECH

HEREBY GIVEN that the annual meeting (the "Meeting") of shareholders of

Oncolytics Biotech Inc. (the "Corporation") will be held at the Telus World of Science,

Calgary at (2:30 p.m. MT). The purpose of the meeting is to

consider, and to take action with respect to, the following

are referred to the accompanying Management Proxy Circular dated March 18, 2009

(the "Information Circular") for more detailed information with respect to

the matters to be considered at the Meeting.

shareholder may attend the Meeting in person or may be represented thereat by

proxy. Shareholders who are unable to attend the Meeting in person

are requested to date, sign and return the accompanying Instrument of Proxy, or

other appropriate form of proxy, in accordance with the instructions set forth

in the Information Circular. An Instrument of Proxy will not be

valid unless it is deposited at the offices of Computershare Trust Company of

Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1,

(fax number: 905-771-4414) by 4:30 p.m. ET on Friday May 1, 2009 which is two

days (excluding Saturdays and holidays) before the Meeting, or any adjournment

thereof. A person appointed as proxyholder need not be a shareholder

persons registered as holders of common shares on the records of the Corporation

as of the close of business on March 18, 2009 are entitled to receive notice of

of the 18th day of March, 2009.

BY ORDER OF THE BOARD OF

(signed) Dr. Bradley G.

President and Chief Executive

and Special Meeting of Shareholders

be held on May 5, 2009

This Management Proxy Circular (the

"Information Circular") is furnished in connection with the solicitation by the

management of Oncolytics Biotech Inc. ("Oncolytics" or the "Corporation") of

proxies to be used at the annual and special meeting (the "Meeting") of the

shareholders (the "Shareholders") of the Corporation, which is to be held at the

time and place and for the purposes set forth in the accompanying Notice of

Meeting and in this Information Circular. Solicitation of

proxies will be primarily by mail, but may also be undertaken by way of

telephone, facsimile or oral communication by the directors, officers and

regular employees of the Corporation, at no additional

compensation. Costs associated with the solicitation of proxies will

be borne by the Corporation.

of Proxyholders and Revocation of Proxies

G. Thompson and Douglas A. Ball (the management

designees named in the accompanying Instrument of Proxy) are both officers of

Shareholder has the right to appoint a person (who need not be a Shareholder)

other than Bradley G. Thompson or Douglas A. Ball, to represent the Shareholder

at the Meeting. To exercise this right, a Shareholder should

insert the name of the other person in the blank space provided on the

Instrument of Proxy or complete another appropriate form of proxy. A

form of proxy will not be valid unless it is deposited at the offices of

Computershare Trust Company of Canada, Proxy Department, 100 University Avenue,

9th Floor, Toronto, Ontario, M5J 2Y1, (fax number: 905-771-4414) by 4:30 p.m. ET on Friday, May 1, 2009

which is two days (excluding Saturdays and holidays) before the Meeting,

or any adjournment thereof.

Shareholder who has given a form of proxy may revoke it, in any manner permitted

by law including, by instrument in writing executed by the Shareholder or by his

or her duly authorized attorney or, if the Shareholder is a corporation,

executed by a duly authorized officer or attorney of the corporation and

deposited either at the registered office of the Corporation, being Bennett

Jones LLP, 4500 Bankers Hall East, 855 - 2nd Street S.W., Calgary, Alberta T2P

4K7, at any time up to and including the last business day preceding the day of

the Meeting, or any adjournment thereof at which the form of proxy is to be

used, or with the Chairman of such Meeting on the day of the Meeting or any

adjournment thereof. In addition, a form of proxy may be revoked by the

Shareholder personally attending at the Meeting and voting his or her

Instrument of Proxy must be signed by the Shareholder or the Shareholder's duly

appointed attorney authorized in writing or, if the Shareholder is a

corporation, by a duly authorized officer. An Instrument of Proxy

signed by a person acting as attorney or in some other representative capacity

(including a representative of a corporate Shareholder) should indicate that

person's capacity (following his or her

and should be accompanied by the appropriate instrument evidencing qualification

and authority to act (unless such instrument has previously been filed with the

of Proxies and Exercise of Discretion by Proxyholders

common shares of the Corporation ("Common Shares") represented at the Meeting by

properly executed proxies will be voted on any ballot that may be called for

and, where a choice with respect to any matter to be acted upon has been

specified in the Instrument of Proxy, the Common Shares represented by the proxy

will be voted in accordance with such instructions. The management

designees named in the accompanying Instrument of Proxy will vote or withhold

from voting the Common Shares in respect of which they are appointed in

accordance with the direction of the Shareholder appointing them on any ballot

that may be called for at the Meeting. In the absence of such direction, the

Common Shares will be voted FOR: (i) the election of directors set forth in this

Information Circular; (ii) the reappointment of Oncolytics' current auditors, at

such remuneration as may be determined by the board of directors of the

Corporation; and (iii) the approval, by way of ordinary resolution, of an

amendment to the Corporation's stock option plan, all as more particularly

described in this Information Circular. The accompanying Instrument

of Proxy also confers discretionary authority upon the persons named therein

with respect to amendments of, or variations to, the matters identified in the

Notice of Annual and Special Meeting and with respect to other matters that may

properly be brought before the Meeting. At the time of

printing this Information Circular, the management of the Corporation knows of

no such amendment, variation or other matter to come before the Meeting other

than the matters referred to in the Notice of Annual and Special

SHARES AND PRINCIPAL HOLDERS OF COMMON SHARES

of Common Shares - General

record date for the purpose of determining holders of Common Shares is March 18,