Full Press Release Details
Canaccord Genuity LLC
99 High Street, 12th Floor
Boston, Massachusetts 02110
Ladies and Gentlemen:
Oncolytics Biotech Inc., a
company incorporated under the Business Corporations Act (Alberta) (the "Company"), confirms its agreement (this
"Agreement") with Canaccord Genuity LLC ("Canaccord"), as follows:
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms
and subject to the conditions set forth herein, it will issue and sell through Canaccord, acting as sales agent, common shares (the "Shares")
of the Company (the "Common Shares") having an aggregate offering price of up to US$65,000,000; provided,
further, that with respect to "at-the-market" distributions of Placement Shares, the market value of the Placement Shares
distributed under any single Prospectus Supplement (defined below) shall not exceed 10% of the aggregate market value of the Company's
outstanding Shares as of the date specified in Section 9.1 of National Instrument 44-102 - Shelf Distributions ("NI
44-102"), which shall be calculated in accordance with Section 9.2 of NI 44-102. Notwithstanding anything to the contrary contained
herein, compliance with the limitations set forth in this Section 1 and Part 9 of NI 44-102 on the amount of Placement Shares issued
and sold under this Agreement shall be the sole responsibility of the Company, and Canaccord shall have no obligation in connection with
such compliance. The Shares will be sold on the terms set forth herein at such times and in such amounts as the Company and Canaccord
shall agree from time to time. The issuance and sale of the Shares through Canaccord will be effected pursuant to the Registration Statement
(as defined below) filed by the Company and declared effective by the United States Securities and Exchange Commission (the "Commission").
Sale of Placement Shares by Canaccord. Subject to the terms and conditions of this Agreement, upon the Company's
issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise
terminated in accordance with the terms of this Agreement, Canaccord will use its commercially reasonable efforts consistent with its
normal trading and sales practices to sell on behalf of the Company and as agent, such Placement Shares up to the amount specified during
the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges that Canaccord
will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all
applicable United States state and federal securities laws, including, the United States Securities Act of 1933, as amended (the "Securities
Act"), and the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all applicable
Canadian Securities Laws (as defined below), and, the rules of The NASDAQ Capital Market ("NASDAQ") and that such
compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. Canaccord will provide written confirmation
to the Company no later than the opening of the Trading Day immediately following the Trading Day on which they have made sales of Placement
Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Canaccord
with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. Subject to the terms and conditions of the
Placement Notice, Canaccord may sell Placement Shares by any method permitted by law deemed to be an "at the market" offering
under Rule 415 of the Securities Act, including, without limitation, sales made directly on NASDAQ (the "Principal Trading Market"),
on any other existing trading market for the Common Shares solely in the United States (it being expressly acknowledged by both parties
that no sales shall be made on the Toronto Stock Exchange (the "TSX")) or to or through a market maker in the United
States. In no event will Canaccord sell Placement Shares in privately negotiated transactions. During the term of this Agreement, and
notwithstanding anything to the contrary herein, Canaccord agrees that in no event will it or any of its affiliates engage in any market
making, bidding, stabilization or other trading activity with regard to the Common Shares if such activity would be prohibited under
Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary set forth in this Agreement
or a Placement Notice, the Company acknowledges and agrees that (i) there can be no assurance that Canaccord will be successful
in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) Canaccord will incur
a failure by Canaccord to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf
of the Company and as agent such Placement Shares as provided under this Section 3. For the purposes hereof, "Trading Day"
means any day on which the Principal Trading Market is open for trading.
Suspension of Sales. The Company or Canaccord may, upon notice to the other party in writing, by telephone (confirmed immediately
by verifiable facsimile transmission) or by e-mail notice (or other method mutually agreed to in writing by the parties), suspend any
sale of Placement Shares; provided, however, that such suspension shall not affect or impair either party's obligations with respect
to any Placement Shares sold hereunder prior to the receipt of such notice. The Company and Canaccord agree that no such notice shall
be effective against the other party unless it is made to one of the individuals named on Schedule 1 hereto, as such Schedule may
be amended from time to time.
Registration Statement and Prospectuses. The Company has prepared and filed with the securities regulatory authorities
(the "Canadian Qualifying Authorities") in the provinces of British Columbia, Alberta, Manitoba and Ontario (collectively,
the "Canadian Qualifying Jurisdictions") a preliminary short form base shelf prospectus dated June 9, 2022 (the
"Canadian Preliminary Base Prospectus"), and a final short form base shelf prospectus dated June 16, 2022, in respect
of an aggregate of up to Cdn$150,000,000 in certain securities of the Company, including Shares (collectively, the "Shelf Securities")
in each case in accordance with the applicable securities laws of each of the Canadian Qualifying Jurisdictions and the respective applicable
rules and regulations under such laws, together with applicable published national, multilateral and local policy statements, instruments,
notices and blanket orders of the Canadian Qualifying Authorities in each of the Canadian Qualifying Jurisdictions (collectively, "Canadian
Securities Laws"). The Alberta Securities Commission (the "Reviewing Authority") is the principal regulator
of the Company 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 in respect of the offering of the Shelf Securities. The
Reviewing Authority has issued a receipt evidencing that a receipt has been issued (a "Receipt") on behalf of itself
and the other Canadian Qualifying Authorities 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 June 16, 2022 relating
to the Shelf Securities, including any documents incorporated by reference therein and the documents otherwise deemed to be a part thereof
or included therein pursuant to Canadian Securities Laws (as defined below), at the time the Reviewing Authority issued the Receipt with
respect thereto in accordance with Canadian Securities Laws, including National Instrument 44-101 - Short Form Prospectus Distributions
("NI 44-101") and NI 44-102, (NI 44-101 and NI 44-102 are collectively referred to herein as, the "Canadian
Shelf Procedures"). As used herein, "Canadian Prospectus Supplement" means the most recent prospectus supplement
to the Canadian Base Prospectus relating to the Placement Shares, to be filed by the Company with the Reviewing Authority in accordance
with Canadian Securities Laws; and "Canadian Prospectuses" means the Canadian Prospectus Supplement (and any additional
Canadian prospectus supplement prepared in accordance with the provisions of this Agreement and filed with the Reviewing Authority in
accordance with Canadian Securities Laws) together with the Canadian Base Prospectus.
The Company has also prepared and filed with the
Commission, pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Commission (the "MJDS"),
a registration statement on Form F-10 (File No. 333-265510) covering the registration of the Shelf Securities under the Securities 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 to the date of this Agreement. Such registration statement, 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 on Form F-10, at any given time, including amendments and supplements 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 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 Registration Statement on the date it became effective under the Securities Act is herein called the "U.S.
Base Prospectus." "U.S. Prospectus Supplement" means the Canadian Prospectus Supplement, with such deletions
therefrom and additions thereto as are permitted or required by Form F-10 and the Securities Act, to the U.S. Base Prospectus relating
to the offering of the Placement Shares, to be filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10;
"U.S. Prospectuses" means the U.S. Prospectus Supplement (and any additional U.S. prospectus supplement prepared in
accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10)
together with the U.S. Base Prospectus and together with any "issuer free writing prospectus," as defined in Rule 433 under
the Securities Act ("Rule 433") relating to the Placement Shares that (i) is required to be filed with the Commission
by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with
the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g).
As used herein, "Base Prospectuses"
means, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus; "Prospectus Supplements" means, collectively,
the Canadian Prospectus Supplement and the U.S. Prospectus Supplement; and "Prospectuses" means, collectively,
the Canadian Prospectuses and the U.S. Prospectuses. Any reference herein to the Registration Statement, the Base Prospectuses, the Prospectus
Supplements or the Prospectuses or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated