Full Press Release Details
UNDERWRITING AGREEMENT
4,619,773 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 (i) 4,619,773
common shares (each, a "Firm Share"), no par value, of the Company (the "Common Shares"),
and (ii) 4,619,773 Common Share purchase warrants (the "Firm Warrants"). The Company also proposes to
grant to the Underwriters an option to purchase up to (i) 692,965 additional Common Shares (the "Option Shares"
and, together with the Firm Shares, the "Shares"), and (ii) 692,965 additional warrants (the "Option
Warrants" and together with the Firm Warrants, the "Warrants"). The common shares issuable
upon exercise of the Firm Warrants and the Option Warrants are collectively referred to as the "Warrant Shares."
The Firm Shares, the Option Shares, the Firm Warrants, the Option Warrants, and, where applicable, the Warrant Shares, are collectively
referred to as the "Securities." 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 Securities 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 and Warrants (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
August 13, 2019, relating to the Securities, 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 Securities, 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 Securities,
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 Securities (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 Securities,
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.
In addition, the Company
(i) shall prepare and file with the Reviewing Authority as soon as possible, and in any event no later than one (1) Business Day
prior to the Closing Date, a prospectus supplement (the "Canadian Warrant Supplement") to the Canadian
Base Prospectus relating to the Warrant Shares (the Canadian Warrant Supplement 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 Warrant Prospectus"); and (ii) shall prepare and file
with the Commission pursuant to General Instruction II.L of Form F-10 as soon as possible, and in any event no later than one (1)
Business Day prior to the Closing Date, the Canadian Warrant 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. Warrant Supplement") to
the U.S. Base Prospectus relating to the offering of the Securities (including all documents incorporated therein by reference,
together with the U.S. Base Prospectus, the "U.S. Warrant Prospectus"). The Canadian Warrant Prospectus
together with the U.S. Warrant Prospectus are referred to herein as the "Warrant Prospectuses." The Company
shall use its reasonable efforts to maintain the effectiveness of the Registration Statement or another shelf registration statement