Recent Events

Friday April 26, 2002

SYNSORB BIOTECH INC. COMPANY STATEMENT

SYNSORB’s Annual and Special Meeting of shareholders is being held May 7, 2002 in Calgary. The Board of Directors of SYNSORB wants to ensure all shareholders are fully informed with respect to the items they will be asked to vote upon at the meeting.

The Board has developed a plan to realize maximum value for the shareholders of SYNSORB. It has made significant progress in achieving its goals and intends to continue delivering results in a quick and prudent fashion.

Progress in 2002:

In the first four months of 2002 the Company has:
· Repaid all outstanding debt
· Reduced and restructured its executive
· Reduced and restructured its Board of Directors
· Received conditional regulatory approval to distribute 85% of its Oncolytics shareholding
· Listed its manufacturing facility for sale and is touring potential buyers
· Drastically reduced operating expenses and cut staffing by 88%
· Relocated all remaining staff to its manufacturing facility
· Begun negotiations to realize value for its intellectual property, and
· Commenced an active search for a merger partner.

If the Shareholders approve the Plan of Arrangement and re-elect the current Board, the Directors will continue to execute this plan. The Company is aggressively marketing its manufacturing facility and expects to receive offers during the last week of June. At the same time it is actively seeking an appropriate merger partner to achieve a tax effective merger or transaction.

The Board has received inquiries from prospective merger candidates and has given consideration to several opportunities, including one merger proposal from Scout Capital.

Scout Capital’s Undisclosed Merger Proposal:

Scout Capital Inc., a 5.6% shareholder of SYNSORB, has prepared a proxy circular proposing an alternate slate of directors. These proposed alternative directors are insiders of Scout Capital.

Earlier in 2002, Scout Capital initiated discussions with SYNSORB concerning the company’s status and prospects for the future. On January 24th Scout Capital presented SYNSORB with a restructuring and merger proposal that would have resulted in Scout Capital being the surviving entity. The proposal was rejected by SYNSORB because it would have resulted in a dilution of value for current SYNSORB shareholders. A substantial majority of asset value in the merger would have been contributed by SYNSORB. However, a considerable portion of this value would have accrued to the benefit of current Scout Capital shareholders and provided Scout with a windfall return. The SYNSORB Board concluded that this was not a fair transaction for our shareholders. Scout Capital has not disclosed this proposal or its details in its proxy solicitation material. SYNSORB shareholders should be certain they understand the future business plan that will be pursued, if three Scout insiders are elected as the Board of Directors of SYNSORB.

SYNSORB has met several times with Scout Capital representatives and has promptly complied with requests for information to assist Scout in contacting SYNSORB shareholders. However, SYNSORB believes that Scout Capital does not offer appropriate value as a merger partner.

SYNSORB Management:

SYNSORB’s Board and management were restructured effective March 19, 2002. Mr. Bill Hogg replaced Dr. Cox as President, three directors immediately retired and Mr. Gerry Quinn became Chairman of the Board. Mr. Quinn and Mr. Hogg are particularly well suited to direct SYNSORB through a restructuring. Mr. Quinn is the President of Erin Mills Investment Corporation of Toronto and was formerly a partner with Ernst & Young specializing in corporate restructuring, financial recovery and insolvency work. He is well known as a successful venture capitalist and is strongly focused on the rapid delivery of value to shareholders. Mr. Hogg was previously instrumental in the restructuring of Archer Resources Ltd. Eighteen months after Mr. Hogg’s appointment as CFO, the company was sold at a 75% premium to the share price at the time of his appointment. This transaction had a total value of over $200 million. He then played a leadership role in the acquisition and restructuring of Remington Energy, a transaction having a value of over $450 million. Both of these situations involved the transfer of significant tax pools.

SYNSORB Plan of Arrangement:

The Board believes that the changes implemented thus far in 2002, coupled with the proposed Plan of Arrangement, are the best way to generate value for all SYNSORB shareholders.

Shareholders will be asked to vote upon a proposed arrangement which provides for the following:

· The distribution of at least 4,000,000 common shares of Oncolytics Biotech Inc. to SYNSORB shareholders (which equates to shareholders receiving approximately 1 Oncolytics share for every 10 SYNSORB shares owned), and
· The consolidation of SYNSORB’s common shares on a 1 for 8 basis.

The Company is retaining 725,000 Oncolytics shares to ensure it has sufficient working capital to protect and realize value from its remaining assets. If events unfold such that the Company does not need this source of working capital, then these shares may also be distributed to shareholders, either as shares or as cash proceeds.


The Board of Directors recommends that shareholders support the Plan of Arrangement and the re-election of Mr. Quinn, Mr. Hogg and Mr. Kenway as directors, so that they can continue to execute the restructuring plan.

Tuesday April 9, 2002

On April 9, 2002 SYNSORB mailed out material pertaining to its Annual Meeting of Shareholders, which is scheduled to take place on May 7, 2002 at 10:30am. The meeting will be held at the Holiday Inn Calgary Downtown at 119 - 12th Avenue SW Calgary.

Tuesday March 19, 2002

SYNSORB today announced that its Board of Directors has approved immediate changes to the Board of Directors and senior management of the Company.

Effective immediately, Bill Hogg, currently the Vice President Finance and Chief Financial Officer will assume the role of President & CEO, in addition to his existing responsibilities. Mr. Hogg has also been elected to the Board of Directors. Dr. David Cox, formerly the President & CEO will be leaving the Company at the end of March to pursue other opportunities, but will continue in a part-time consulting role until July 31, 2002. Dr. Cox remains as a member of the Board of Directors, but will not stand for re-election as a director at the Annual General Meeting (AGM), to be held on May 7, 2002. Mr. Froom, Vice President, Business Development and Dr. Ratcliffe, Vice President R&D and Manufacturing, had previously left the Company.

Mr. Richard Casey has resigned as Chairman of the Board and Mr. Gerry Quinn has been elected as Chairman. Effective immediately, Mr. Campbell, Mr. Casey, and Dr. Crooke have resigned as directors of the Company. The SYNSORB Board of Directors will nominate Mr. Hogg, Mr. Quinn and Mr. Kenway to stand for re-election as directors of the Company at the AGM, and the number of directors will be reduced to three.

“These changes are prudent and appropriate for SYNSORB under the current circumstances,” said Gerry Quinn, the new Chairman of the Board. “We have made considerable progress in reducing costs to a minimum. SYNSORB may return a portion of its assets directly to our shareholders. However, it is our intention to remain as a going concern, and to continue as a public company. The Company, with its $85 million of tax pools and its other assets, presents an excellent vehicle for new business development.”

“I would also like to take this opportunity to thank the retiring directors and departing staff for all of their support and years of service to the Company,” said Mr. Quinn. “In particular, Dr. Cox has shouldered a heavy burden during the past months, and we wish him well in his future endeavours.”

Mr. Quinn has served as a director of SYNSORB since January 16, 1995. He has been the President of The Erin Mills Investment Corporation, a venture capital company, since July 1, 1989. Mr. Quinn holds a BSc. in Chemistry and is a Chartered Accountant. He has previously been a partner in a national accounting firm, where he specialized in corporate restructuring activity.

Bill Hogg has been SYNSORB’s Vice President, Finance and Chief Financial Officer since March 26, 2001 and prior thereto he was Senior Vice President and Chief Financial Officer of Dominion Energy Canada Limited. He became a member of the Canadian Institute of Chartered Accountants in 1978, and holds a M.B.A. from the University of Calgary.