Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Issuerhas one beneficial equity holder - Issuer has five beneficialoption holders and four beneficial warrant holders who are residentsof Canada - issuer deemed to have ceased to be a reporting issuer.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am. s. 83.

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA, SASKATCHEWAN,

ONTARIOAND QUEBEC


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVERELIEF APPLICATIONS


AND


INTHE MATTER OF

WARATAHPHARMACEUTICALS INC.

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Saskatchewan, Ontario and Québec(the "Jurisdictions") has received an application from WaratahPharmaceuticals Inc. (the "Filer") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation") that theFiler be deemed to have ceased to be a reporting issuer or theequivalent under the Legislation;

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commissionis the principal regulator for this application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

(a)The Filer is a reporting issuer in Alberta, Saskatchewan, Ontarioand Québec and has its head office in Toronto, Ontario.

(b)Waratah Pharmaceuticals Inc., a predecessor company to the Corporation("Old Waratah") was incorporated on April 20, 2000 pursuant tothe laws of the Canada Business Corporations Act (the "CBCA").

(c)On January 15, 2002, Old Waratah amalgamated with 3974863 CanadaInc. under a plan of arrangement (the "Arrangement") under theCBCA and continued as the Filer.

(d)The authorized share capital of the Filer consists of an unlimitednumber of common shares (the "Common Shares") of which one commonshare is outstanding. The Filer also has 4,853,616 warrants (the"Warrants") and 2,545,500 options (the "Options) outstanding.

(e)Pursuant to the Arrangement, shareholders of Old Waratah received0.83333 of a common share of Transition Therapeutics Inc. ("Transition")for each common share of Old Waratah held. All outstanding warrantsand options to acquire Old Waratah shares were cancelled and replacedwith the Warrants and the Options, as applicable, on a one-for-onebasis.

(f)Each Warrant and Option is exercisable into Transition commonshares with appropriate adjustments to the number of Transitioncommon shares and on the same terms as to exercise time, exerciseprice and expiry and all other terms and conditions of such OldWaratah warrant or option, as applicable.

(g)Transition is a reporting issuer in each of the Jurisdictions.

(h)As a result of the Arrangement, Transition holds all of the CommonShares. There are twenty-one (21) beneficial holders of the Options,of which two (2) are residents of Ontario, two (2) are residentsof Alberta, one (1) is a resident of Quebec, and sixteen (16)are non-Canadian residents. There are five (5) beneficial holdersof the Warrants, of which one (1) is a resident of Ontario, two(2) are residents of Alberta, one (1) is a resident of BritishColumbia and one (1) is a non-Canadian resident.

(i)The common shares of Old Waratah were delisted from the CanadianVenture Exchange on January 28, 2002 and no securities of theFiler are listed or traded on any exchange or market in Canadaor elsewhere.

(j)Other than the Common Shares, the Options and the Warrants, theFiler has no securities, including debt securities, outstanding.

(k)The Filer does not intend to seek public financing by way of anissue of securities.

(l)To the best of its knowledge, the Filer is not in default of anyrequirements under the Legislation.

ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that the Filer cease to be a reporting issuer under the Legislation.

March8, 2002.

"R.Stephen Paddon"       "H. Lorne Morphy.Q.C."