Exchange Bulletin

Zymeworks Inc. (ZYME) To Trade On Toronto Stock Exchange


April 26, 2017
Issuer: Zymeworks Inc. (the "Company")
Security: Common shares ("Common Shares")
Symbol: ZYME
CUSIP: 98985W 10 2
Transaction: An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Common Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's second amended and restated preliminary base PREP prospectus dated April 24, 2017, amending and restating the amended and restated preliminary base PREP prospectus dated April 17, 2017, amending and restating the preliminary base PREP prospectus dated March 31, 2017 (collectively, the "Prospectus"). It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its Offering of Common Shares.

As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and that a supplemented PREP prospectus is filed, TSX will post the Common Shares for trading on an "if, as and when issued" basis under the trading information set out herein. Before the Common Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Common Shares will be listed on TSX.<
Trading currency: CDN $
Temporary market maker: Altacorp Capital Inc.
Other markets: New York Stock Exchange
Settlement: Subject to the closing of the Offering: (i) all trades in "ZYME" on and before the fourth trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "ZYME" for each of the three trading days preceding the closing date will be for special settlement three business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers.

Parties who are entitled to receive Common Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Common Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "ZYME" "if, as and when issued" market.

If and when the Offering closes, there will be no further trading in "ZYME" on an "if, as and when issued" basis and the Common Shares issued at such closing will trade on a regular settlement basis.
Listing category: Industrial
Security ownership registration: Certificated Issue
Investor relations: David Matousek
(604) 449-5564
Email: david.matousek@zymeworks.com
Incorporation: Business Corporations Act (British Columbia)
Fiscal year end: December 31
Nature of business: The Company is a clinical-stage biopharmaceutical company dedicated to the discovery, development and commercialization of next-generation multifunctional biotherapeutics, initially focused on the treatment of cancer.
Transfer agent and registrar: Computershare Investor Services Inc. at its principal offices in Toronto and Vancouver.
Dividends: The Company does not expect to pay any dividends on its Common Shares in the foreseeable future.
Sponsorship: Not applicable
Disclosure document: Second amended and restated preliminary base PREP prospectus dated April 24, 2017, amending and restating the amended and restated preliminary base PREP prospectus dated April 17, 2017, amending and restating the preliminary base PREP prospectus dated March 31, 2017, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document.
Initial public offering: The Offering of Common Shares will be comprised of 4,500,000 Common Shares at an Offering price between US$13 and US$16 per Common Share, for gross proceeds of approximately US$58.5 million to US$72 million to the Company. The syndicate of underwriters is comprised of Citigroup Global Markets Canada Inc., Barclays Capital Inc., Wells Fargo Securities, LLC, Canaccord Genuity Corp. and Cormark Securities Inc. and certain of their registered broker-dealer affiliates acting as underwriters in each of the provinces and territories of Canada and in the United States pursuant to an underwriting agreement to be entered into among the Company and Citigroup Global Markets Canada Inc. and Barclays Capital Inc., as representatives of the underwriters. In addition, the Company has granted to the underwriters an over-allotment option pursuant to which the underwriters may purchase up to 675,000 additional Common Shares.
TSX contact: Julie K. Shin,
Director, Listed Issuer Services,
Toronto Stock Exchange

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