Securities Law & Instruments


MutualReliance Review System for Exemptive Relief Applications - reliefgranted from the requirement to be a U.S. issuer, as defined inNI 71-101 The Multijurisdictional Disclosure System toallow the issuer to benefit from Parts 14-18 and 20 of NI 71-101,subject to certain conditions. Issuer is not technically a U.S.issuer as more than 50% of its registered shareholders are residentin Canada and more than 50% of the issuer's board members areboth Canadian residents and Canadian citizens.


NationalInstrument 71-101 - The Multijurisdictional Disclosure System












WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia and Ontario (the "Jurisdictions")has received an application from Genetronics Biomedical Corporation(the "Filer") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that the requirementto be a U.S. issuer, as defined in National Instrument 71-101The Multijurisdictional Disclosure System ("NI 71-101"),shall not apply to the Filer, so that it is eligible to rely onParts 14-18 and 20 of NI 71-101;

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the British Columbia SecuritiesCommission is the principal regulator for this application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.the Filer is a Delaware corporation and has its head office inSan Diego, California;

2.the Filer is a reporting issuer in the Jurisdictions, has beena reporting company under the United States Securities ExchangeAct (the "1934 Act") since 1999, and is not in default ofany requirements of the Legislation or the securities legislationof the United States of America;

3.under the Legislation, the Filer is required to make certain continuousdisclosure filings in the Jurisdictions;

4.under section 12 or 15(d) of the 1934 Act, the Filer is requiredto make certain continuous disclosure filings with the UnitedStates Securities and Exchange Commission (the "SEC"); of March 15, 2002, the authorized capital of the Filer is 100,000,000common shares and 10,000,000 preferred shares, of which 34,860,167common shares have been issued;

6.the common shares are listed for trading on The Toronto StockExchange and the American Stock Exchange;

7.Parts 14-18 and 20 of NI 71-101 generally allow a U.S. issuer(as defined in NI 71-101), that has a class of securities registeredunder section 12 of the 1934 Act, to meet the continuous disclosurerequirements of the Legislation of the Jurisdictions by complyingwith the continuous disclosure requirements of U.S. federal securitieslaw and by filing with the Jurisdictions, and sending to eachsecurityholder, the same continuous disclosure documents thatit has filed with the SEC (collectively, the "NI 71-101 Filings"); issuer, such as the Filer, would qualify as a U.S. issuer underthe definition at section 1.1 in NI 71-101 if it is incorporatedor organized under the laws of the United States or any stateor territory of the United States or the District of Columbia,unless:

(a)voting securities carrying more than 50% of the votes for theelection of directors are held by persons or companies whose lastaddress as shown on the books of the issuer is in Canada; and

(b)any one or more of :

(i)the majority of the senior officers or directors of the Filerare citizens or residents of Canada (the "Citizenship and ResidencyTest");

(ii)more than 50% of the assets of the issuer are located in Canada;or

(iii)the business of the issuer is administered principally in Canada;

9.all five of the Filer's senior officers and two of its five directorsreside in the United States of America;

10.the Filer's remaining three directors reside in British Columbiaand four of the directors are Canadian citizens;

11.substantially all of the Filer's assets are located in the UnitedStates, with the exception of certain choses in action, such asintellectual property rights that the Filer is securing in otherjurisdictions; of February 7, 2002, the registered shareholder list showsthat 50.3% of the common shares are held by persons resident inCanada, however, further investigations conducted by the Filer'stransfer agent have concluded that approximately 30.3% of thecommon shares are held beneficially by Canadian residents;

(a)but for the fact that three of the Filer's five directors areCanadian residents, and four of its directors are Canadian citizens,the Filer would be considered a U.S. issuer under section 1.1of NI 71-101, even though the registered shareholder list showsthat 50.3% of the Filer's common shares are held by persons residentin Canada; and

13.the Filer would like to be able to make use of Parts 14-18 and20 of NI 71-101 in order to reduce its continuous disclosure costsby satisfying the continuous disclosure requirements of the Legislationof the Jurisdictions with its U.S. filings;

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 each DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that the requirement in Parts 14-18 and 20 of NI 71-101 thatthe Filer be a U.S. issuer, as defined in NI 71-101, shall notapply to the Filer in connection with the NI 71-101 Filings, providedthat at the time of making the NI 71-101 Filings:

(a)the Filer has a class of securities registered under section 12of the 1934 Act;

(b)the Filer complies with U.S. securities laws with respect to itsNI 71-101 Filings;

(c)the Filer meets all the conditions of the definition of a U.S.issuer, except for the Citizenship and Residency Test; and

(d)no more than 60% of the Filer's directors are Canadian residentsand no more than 80% of the Filer's directors are Canadian citizens.

March28, 2002.