Signalgene Inc. - MRRS Decision

IN THE MATTER OF

THE SECURlTIES LEGISLATION OF

BRlTISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO, QUEBEC, NEW BRUNSWICK, NOVA SCOTIA,

PRlNCE EDWARD ISLAND AND NEWFOUNDLAND

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW

SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SIGNALGENE INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provincesof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince EdwardIsland and Newfoundland (the "Jurisdictions") have received an application from SignalGene Inc. ("SignaIGene") for adecision under the securities legislation and securities directions of the Jurisdictions (the "Legislation") that therequirement under National Policy Statement No.47 and under the applicable securities legislation of Quebec(collectively) the "POP Requirements") that the calculation of the aggregate market value of an issuer's outstandingequity securities be based upon the average closing prices during the last calendar month of the issuer's most recentlycompleted financial year (the "Eligibility Requirements") shall not apply to SignalGene so as to permit SignalGene toparticipate in the prompt offering qualification system (the "POP System");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Commission des Valeurs Mobilieres du Quebec is the principal regulator for this application;

AND WHEREAS SignalGene has represented to the Decision Makers that:

1.1 SignalGene is governed by Part 1A of the Companies Act (Quebec) and its head office is located at8475 Christophe-Colomb Avenue) Suite 1000, Montréal) Québec.

1.2 SignalGene is a biotechnology company involved in the genomics business.

1.3 SignalGene has been a reporting issuer under the Legislation of all of the Jurisdictions sinceDecember 13, 1996, except in Quebec, where SignalGene has been a reporting issuer since April 30,1996 and is not, as at the date hereof to the best of its knowledge, in ~ default of any requirement ofsuch Legislation.

1.4 The authorized share capital of SignalGene consists of an unlimited number of common shares (the"Common Shares") and an unlimited number of preferred shares, issuable in series.

1.5 The Common Shares are listed and posted for trading (SGI) on the Toronto Stock Exchange (the"TSE").

1.6 The financial year-end of SignalGene is December 31.

1.7 As at December 31, 1999 (being SignalGene's most recent financial 1 year-end), 95,120,288Common Shares were issued and outstanding and no preferred shares were issued and outstanding.

1.8 As at December 31, 1999, to the best of SignalGene's knowledge and based upon public records,45,649,334 of its Common Shares were required to be excluded in the calculation of the public float(the "December 31 Excluded Shares"), in accordance with the POP Requirements.

1.9 The aggregate market value of the Common Shares for the month of December 1999, being the lastcalendar month of its financial year, was less than $75,000,000 (excluding the value of the December31 Excluded Shares).

1.10 For the 30-day period ended March 24,2000, SignalGene had 102,404,998 Common Shares issuedand outstanding.

1.11 On March 24, 2000, to the best of SignalGene's knowledge and based upon public records,45,649,334 of its Common Shares were required to be excluded in the calculation of the public float(the "March 24 Excluded Shares"), in accordance with the POP Requirements.

1.12 The arithmetic average of the closing price of the Common Shares on the TSE for each of the tradingdays for the 30-day period ended March 24, 2000 was $3.51.

a) 140 days after the end of SignalGene' financial year ended December 31, 2000 and;

b) the date of filing a renewal AIF by SignalGene in respect of its financial year endedDecember 31, 2000.

Dated at Montreal, on April 14, 2000.

Jacques Labelle

Directeur général et

Chef de l'exploitation