---

Exhibit 99.3



(formerly Stem Cell Therapeutics Corp.)

****

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

96 Skyway Avenue Toronto, Ontario M9W 4Y9
www.trilliumtherapeutics.com

---

INDEPENDENT AUDITORS REPORT OF REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders of Trillium Therapeutics Inc.

We have audited the accompanying consolidated financial
statements of Trillium Therapeutics Inc. (formerly Stem Cell
Therapeutics Corp.), which comprise the consolidated statements of financial
position as at December 31, 2014 and 2013, and the consolidated statements of
loss and comprehensive loss, changes in equity and cash flows for the years then
ended, and a summary of significant accounting policies and other explanatory
information.

Managements responsibility for the consolidated financial
statements

Management is responsible for the preparation and fair
presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards, as issued by the International
Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or
error.

Auditors responsibility

Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We conducted our audits
in accordance with Canadian generally accepted auditing standards and the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement. We were not engaged to
perform an audit of the Companys internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors judgment, including
the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. An audit also includes, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements, evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the consolidated financial
statements.

We believe that the audit evidence we have obtained in our
audits is sufficient and appropriate to provide a basis for our audit
opinion.

Opinion

In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of Trillium
Therapeutics Inc. as at December 31, 2014 and 2013 and its financial
performance and its cash flows for the years then ended in accordance with
International Financial Reporting Standards, as issued by the International
Accounting Standards Board.

|                | /s/ Ernst & Young LLP             
|--------------- | ----------------------------------
|Toronto, Canada | Chartered Professional Accountants
|March 23, 2015  | Licensed Public Accountants       

---

|TRILLIUM THERAPEUTICS INC.                         
|---------------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)            
|Consolidated Statements of Financial
      Position
|Amounts in
      Canadian Dollars                  

|                                         |  |      |  |  | As at             |   |  | As at             |  
|---------------------------------------- |  | ---- |  |  | ----------------- | - |  | ----------------- | -
|                                         |  | Note |  |  | December 31, 2014 |   |  | December 31, 2013 |  
|                                         |  |      |  |  | **$**             |   |  | $                 |  
|                                         |  |      |  |  |                   |   |  |                   |  
|ASSETS                                   |  |      |  |  |                   |   |  |                   |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Current                                  |  |      |  |  |                   |   |  |                   |  
|Cash                                     |  |      |  |  | 26,165,056        |   |  | 32,456,506        |  
|Marketable securities                    |  |      |  |  | -                 |   |  | 526,598           |  
|Amounts receivable                       |  | 5    |  |  | 344,416           |   |  | 427,234           |  
|Prepaid expenses and other               |  |      |  |  | 1,008,225         |   |  | 94,569            |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Total current assets                     |  |      |  |  | 27,517,697        |   |  | 33,504,907        |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Property and equipment                   |  | 6    |  |  | 235,402           |   |  | 109,007           |  
|Intangible assets                        |  | 7    |  |  | 432,933           |   |  | 1,473,472         |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Total
      non-current assets           |  |      |  |  | 668,335           |   |  | 1,582,479         |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Total
      assets                       |  |      |  |  | 28,186,032        |   |  | 35,087,386        |  
|                                         |  |      |  |  |                   |   |  |                   |  
|LIABILITIES                              |  |      |  |  |                   |   |  |                   |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Current                                  |  |      |  |  |                   |   |  |                   |  
|Accounts payable and accrued liabilities |  | 8    |  |  | 3,248,984         |   |  | 669,860           |  
|Other current
      liabilities          |  | 9    |  |  | 279,461           |   |  | 62,766            |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Total current
      liabilities          |  |      |  |  | 3,528,445         |   |  | 732,626           |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Loan payable                             |  | 9    |  |  | 283,352           |   |  | 341,884           |  
|Long-term liability                      |  | 9    |  |  | 69,941            |   |  | 104,429           |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Total non-current liabilities            |  |      |  |  | 353,293           |   |  | 446,313           |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Total liabilities                        |  |      |  |  | 3,881,738         |   |  | 1,178,939         |  
|                                         |  |      |  |  |                   |   |  |                   |  
|EQUITY                                   |  |      |  |  |                   |   |  |                   |  
|Common shares                            |  | 10   |  |  | 49,505,792        |   |  | 47,191,303        |  
|Preferred shares                         |  | 10   |  |  | 10,076,151        |   |  | 11,292,525        |  
|Warrants                                 |  | 10   |  |  | 9,283,332         |   |  | 9,818,179         |  
|Contributed surplus                      |  | 10   |  |  | 5,995,055         |   |  | 3,280,656         |  
|Deficit                                  |  |      |  |  | (50,556,036       | ) |  | (37,674,216       | )
|                                         |  |      |  |  |                   |   |  |                   |  
|Total
      equity                       |  |      |  |  | 24,304,294        |   |  | 33,908,447        |  
|                                         |  |      |  |  |                   |   |  |                   |  
|Total
      liabilities and equity       |  |      |  |  | 28,186,032        |   |  | 35,087,386        |  

Commitments and contingencies[note 15]

Approved by the Board and authorized for issue on March 23,
2015:

|(signed) Luke Beshar, Director | (signed) Henry Friesen, Director
|------------------------------ | --------------------------------

See accompanying notes to the consolidated financial
statements

- 1 -

---

|TRILLIUM THERAPEUTICS INC.                                  
|------------------------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)                     
|Consolidated Statements of Loss and Comprehensive
      Loss
|Amounts in
      Canadian Dollars                           

|                                                   |  |          |  |  | Year ended        |   |  | Year ended        |  
|-------------------------------------------------- |  | -------- |  |  | ----------------- | - |  | ----------------- | -
|                                                   |  | **Note** |  |  | December 31, 2014 |   |  | December 31, 2013 |  
|                                                   |  |          |  |  | **$**             |   |  | $                 |  
|                                                   |  |          |  |  |                   |   |  |                   |  
|EXPENSES                                           |  |          |  |  |                   |   |  |                   |  
|Research and development                           |  | 12       |  |  | 10,595,808        |   |  | 3,336,706         |  
|General and administrative                         |  | 13       |  |  | 2,577,460         |   |  | 962,200           |  
|                                                   |  |          |  |  |                   |   |  |                   |  
|Operating expenses                                 |  |          |  |  | 13,173,268        |   |  | 4,298,906         |  
|                                                   |  |          |  |  |                   |   |  |                   |  
|Finance income                                     |  | 14       |  |  | (378,692          | ) |  | (54,028           | )
|Finance costs                                      |  | 14       |  |  | 87,244            |   |  | 44,430            |  
|                                                   |  |          |  |  |                   |   |  |                   |  
|Net finance income                                 |  |          |  |  | (291,448          | ) |  | (9,598            | )
|                                                   |  |          |  |  |                   |   |  |                   |  
|Net loss and
      comprehensive loss for the year |  |          |  |  | 12,881,820        |   |  | 4,289,308         |  
|                                                   |  |          |  |  |                   |   |  |                   |  
|Basic and
      diluted loss per share             |  | 10(c)    |  |  | (3.06             | ) |  | (3.16             | )

See accompanying notes to the consolidated financial
statements

- 2 -

---

|TRILLIUM THERAPEUTICS INC.                  
|--------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)     
|Consolidated Statements of Changes in Equity
|Amounts in
      Canadian Dollars           

|                                                                             |  | Common shares |  |  | Preferred shares |   |  | Warrants   |   |  | Contributed |   |  |             |   |  |           |  
|---------------------------------------------------------------------------- |  | ------------- |  |  | ---------------- | - |  | ---------- | - |  | ----------- | - |  | ----------- | - |  | --------- | -
|                                                                             |  | Number        |  |  | Amount           |   |  | Number     |   |  | Amount      |   |  | Number      |   |  | Amount    |  
|                                                                             |  | #             |  |  | $                |   |  | #          |   |  | $           |   |  | #           |   |  | $         |  
|                                                                             |  |               |  |  | (note 10         | ) |  |            |   |  | (note 10    | ) |  |             |   |  | (note 10  | )
|                                                                             |  |               |  |  |                  |   |  |            |   |  |             |   |  |             |   |  |           |  
|Balance, December 31, 2013                                                   |  | 4,058,408     |  |  | 47,191,303       |   |  | 77,895,165 |   |  | 11,292,525  |   |  | 142,230,123 |   |  | 9,818,179 |  
|                                                                             |  |               |  |  |                  |   |  |            |   |  |             |   |  |             |   |  |           |  
|Net loss and comprehensive
      loss for the year                           |  | -             |  |  | -                |   |  | -          |   |  | -           |   |  | -           |   |  | -         |  
|                                                                             |  |               |  |  |                  |   |  |            |   |  |             |   |  |             |   |  |           |  
|Transactions with owners
      of the Company, recognized directly in equity |  |               |  |  |                  |   |  |            |   |  |             |   |  |             |   |  |           |  
|Exercise of warrants                                                         |  | 86,540        |  |  | 1,065,015        |   |  | -          |   |  | -           |   |  | (2,596,251  | ) |  | (118,202  | )
|Exercise of stock
      options                                              |  | 2,614         |  |  | 33,100           |   |  | -          |   |  | -           |   |  | -           |   |  | -         |  
|Conversion of preferred shares                                               |  | 279,682       |  |  | 1,216,374        |   |  | (8,390,476 | ) |  | (1,216,374  | ) |  | -           |   |  | -         |  
|Expiry of warrants                                                           |  | -             |  |  | -                |   |  | -          |   |  | -           |   |  | (909,091    | ) |  | (416,645  | )
|Share-based compensation                                                     |  | -             |  |  | -                |   |  | -          |   |  | -           |   |  | -           |   |  | -         |  
|Total transactions with owners of the Company                                |  | 368,836       |  |  | 2,314,489        |   |  | (8,390,476 | ) |  | (1,216,374  | ) |  | (3,505,342  | ) |  | (534,847  | )
|Balance, December 31, 2014                                                   |  | 4,427,244     |  |  | 49,505,792       |   |  | 69,504,689 |   |  | 10,076,151  |   |  | 138,724,781 |   |  | 9,283,332 |  

|                                                                             |  | Common shares |  |  | Preferred shares |   |  | Warrants   |  |  | Contributed |   |  |             |   |  |           |  
|---------------------------------------------------------------------------- |  | ------------- |  |  | ---------------- | - |  | ---------- |  |  | ----------- | - |  | ----------- | - |  | --------- | -
|                                                                             |  | Number        |  |  | Amount           |   |  | Number     |  |  | Amount      |   |  | Number      |   |  | Amount    |  
|                                                                             |  | #             |  |  | $                |   |  | #          |  |  | $           |   |  | #           |   |  | $         |  
|                                                                             |  |               |  |  | (note 10         | ) |  |            |  |  | (note 10    | ) |  |             |   |  | (note 10  | )
|                                                                             |  |               |  |  |                  |   |  |            |  |  |             |   |  |             |   |  |           |  
|Balance, December 31, 2012                                                   |  | 622,060       |  |  | 31,388,959       |   |  | -          |  |  | -           |   |  | 1,036,364   |   |  | 508,281   |  
|                                                                             |  |               |  |  |                  |   |  |            |  |  |             |   |  |             |   |  |           |  
|Net loss and comprehensive
      loss for the year                           |  | -             |  |  | -                |   |  | -          |  |  | -           |   |  | -           |   |  | -         |  
|                                                                             |  |               |  |  |                  |   |  |            |  |  |             |   |  |             |   |  |           |  
|Transactions with owners
      of the Company, recognized directly in equity |  |               |  |  |                  |   |  |            |  |  |             |   |  |             |   |  |           |  
|Share units issued, net of issue costs                                       |  | 3,066,090     |  |  | 13,580,794       |   |  | 77,895,165 |  |  | 11,292,525  |   |  | 130,592,142 |   |  | 8,455,762 |  
|Compensation warrants                                                        |  | -             |  |  | -                |   |  | -          |  |  | -           |   |  | 5,828,890   |   |  | 700,772   |  
|Issued to acquire Trillium Privateco
      (notes 4 and 10)                  |  | 202,639       |  |  | 1,215,836        |   |  | -          |  |  | -           |   |  | 3,300,000   |   |  | 165,000   |  
|Issued to acquire
      technology rights (notes 7 and 10)                   |  | 167,619       |  |  | 1,005,714        |   |  | -          |  |  | -           |   |  | 1,600,000   |   |  | 80,000    |  
|Expiry of warrants                                                           |  | -             |  |  | -                |   |  | -          |  |  | -           |   |  | (127,273    | ) |  | (91,636   | )
|Share-based compensation                                                     |  | -             |  |  | -                |   |  | -          |  |  | -           |   |  | -           |   |  | -         |  
|Total transactions with owners of the Company                                |  | 3,436,348     |  |  | 15,802,344       |   |  | 77,895,165 |  |  | 11,292,525  |   |  | 141,193,759 |   |  | 9,309,898 |  
|Balance, December 31, 2013                                                   |  | 4,058,408     |  |  | 47,191,303       |   |  | 77,895,165 |  |  | 11,292,525  |   |  | 142,230,123 |   |  | 9,818,179 |  

See accompanying notes to the consolidated financial
statements

- 3 -

---

|TRILLIUM THERAPEUTICS INC.             
|---------------------------------------
|(formerly Stem Cell Therapeutics Corp.)
|Consolidated Statements of Cash Flows  
|Amounts in
      Canadian Dollars      

|                                                                                      |  |      |  |  | Year ended        |   |  | Year ended        |  
|------------------------------------------------------------------------------------- |  | ---- |  |  | ----------------- | - |  | ----------------- | -
|                                                                                      |  | Note |  |  | December 31, 2014 |   |  | December 31, 2013 |  
|                                                                                      |  |      |  |  | **$**             |   |  | $                 |  
|                                                                                      |  |      |  |  |                   |   |  |                   |  
|OPERATING ACTIVITIES                                                                  |  |      |  |  |                   |   |  |                   |  
|Net loss for the year                                                                 |  |      |  |  | (12,881,820       | ) |  | (4,289,308        | )
|Adjustments for items not affecting cash                                              |  |      |  |  |                   |   |  |                   |  
|Share-based compensation                                                              |  | 10   |  |  | 2,311,254         |   |  | 318,882           |  
|Interest accretion                                                                    |  | 9,14 |  |  | 69,770            |   |  | 40,133            |  
|Amortization of intangible assets                                                     |  | 7    |  |  | 610,776           |   |  | 632,779           |  
|Impairment of intangible
      assets                                                 |  | 7    |  |  | 429,763           |   |  | -                 |  
|Depreciation of property and equipment                                                |  | 6    |  |  | 47,208            |   |  | 16,010            |  
|                                                                                      |  |      |  |  | (9,413,049        | ) |  | (3,281,504        | )
|Changes in non-cash working capital balances                                          |  |      |  |  |                   |   |  |                   |  
|Amounts receivable                                                                    |  |      |  |  | 82,818            |   |  | 554,918           |  
|Prepaid expenses                                                                      |  |      |  |  | (913,656          | ) |  | (21,264           | )
|Accounts payable and
      accrued liabilities                                        |  |      |  |  | 2,579,124         |   |  | 202,424           |  
|Other current liabilities                                                             |  |      |  |  | 216,695           |   |  | 62,766            |  
|Cash used in operating activities                                                     |  |      |  |  | (7,448,068        | ) |  | (2,482,660        | )
|                                                                                      |  |      |  |  |                   |   |  |                   |  
|FINANCING ACTIVITIES                                                                  |  |      |  |  |                   |   |  |                   |  
|Change in loan payable                                                                |  | 9    |  |  | (115,031          | ) |  | 13,284            |  
|Change in long-term liability                                                         |  | 9    |  |  | (47,759           | ) |  | 98,915            |  
|Issue of share
      capital, net of issuance costs                                   |  | 10   |  |  | 966,413           |   |  | 34,029,853        |  
|Cash provided by financing activities                                                 |  |      |  |  | 803,623           |   |  | 34,142,052        |  
|                                                                                      |  |      |  |  |                   |   |  |                   |  
|INVESTING ACTIVITIES                                                                  |  |      |  |  |                   |   |  |                   |  
|Purchase of property and equipment                                                    |  | 6    |  |  | (173,603          | ) |  | (34,017           | )
|Acquisition of Trillium Privateco, net of
      cash acquired                         |  | 4    |  |  | -                 |   |  | (647,996          | )
|Proceeds from
      marketable securities                                             |  |      |  |  | 526,598           |   |  | 104,112           |  
|Cash provided by (used) in investing activities                                       |  |      |  |  | 352,995           |   |  | (577,901          | )
|                                                                                      |  |      |  |  |                   |   |  |                   |  
|Net increase (decrease) in cash during
      the year                                 |  |      |  |  | (6,291,450        | ) |  | 31,081,491        |  
|                                                                                      |  |      |  |  |                   |   |  |                   |  
|Cash, beginning of year                                                               |  |      |  |  | 32,456,506        |   |  | 1,375,015         |  
|                                                                                      |  |      |  |  |                   |   |  |                   |  
|Cash, end of year                                                                     |  |      |  |  | 26,165,056        |   |  | 32,456,506        |  
|                                                                                      |  |      |  |  |                   |   |  |                   |  
|Supplemental cash flow information                                                    |  |      |  |  |                   |   |  |                   |  
|Common share purchase warrants issued as agents
      compensation (note 10)         |  |      |  |  | -                 |   |  | 700,772           |  
|Common shares and warrants issued on
      acquisition of Trillium Privateco (note 4) |  |      |  |  | -                 |   |  | 1,380,836         |  
|Common shares and warrants issued on acquisition of
      technology rights (note 7)  |  |      |  |  | -                 |   |  | 1,085,714         |  
|Preferred shares converted to common shares (note 10)                                 |  |      |  |  | 1,216,374         |   |  | -                 |  

See accompanying notes to the consolidated financial
statements

- 4 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|1.  | Corporate information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Trillium Therapeutics Inc. (formerly Stem Cell
      Therapeutics Corp.) (the Company or Trillium) is a Canadian public
      immuno-oncology company developing innovative therapies for the treatment
      of cancer. The Company was incorporated under the laws of the Province of
      Alberta on March 31, 2004 with nominal share capital. On October 19, 2004,
      the Company changed its name from Neurogenesis Biotech Corp. to Stem Cell
      Therapeutics Corp. On November 7, 2013, the Company filed Articles of
      Continuance to change its jurisdiction to Ontario. On June 1, 2014, the
      Company amalgamated with its wholly-owned subsidiary Trillium Therapeutics
      Inc. (Trillium Privateco) and changed its name to Trillium Therapeutics
      Inc.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Companys head office is located at 96 Skyway Avenue,
      Toronto, Ontario, M9W 4Y9 and is listed on the Toronto Stock Exchange
      under the symbol TR and on the NASDAQ Stock Exchange under the symbol
      TRIL.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.  | Basis of presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(a) | **Statement of
    compliance**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The consolidated financial statements have been prepared
      in accordance with International Financial Reporting Standards (IFRS),
      as issued by the International Accounting Standards Board (IASB).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | These consolidated financial statements were approved by
      the Company Board of Directors on March 23, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | **Basis of measurement**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | These consolidated financial statements have been
      prepared on the historical cost basis, except for held-for-trading
      financial assets which are measured at fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | **Functional and presentation currency**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | These consolidated financial statements are presented in
      Canadian dollars, which is the Company's functional currency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | **Use of significant estimates and
      assumptions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The preparation of financial statements in conformity
      with IFRS requires management to make judgments, estimates and assumptions
      that affect the application of accounting policies and the reported
      amounts of assets and liabilities, revenue and expenses and the related
      disclosures of contingent assets and liabilities and the determination of
      the Companys ability to continue as a going concern. Actual results could
      differ materially from these estimates and assumptions. The Company
      reviews its estimates and underlying assumptions on an ongoing basis.
      Revisions are recognized in the period in which the estimates are revised
      and may impact future periods.                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Management has applied significant estimates and
      assumptions to the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Valuation of share-based compensation and warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Management measures the costs for share-based
      compensation and warrants using market-based option valuation techniques.
      Assumptions are made and estimates are used in applying the valuation
      techniques. These include estimating the future volatility of the share
      price, expected dividend yield, expected risk-free interest rate, future
      employee turnover rates, future exercise behaviours and corporate
      performance. Such estimates and assumptions are inherently uncertain.
      Changes in these assumptions affect the fair value estimates of
      share-based payments and warrants.                                                                                                                                                         

- 5 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|2.      | Basis of presentation (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Impairment of long lived assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Long-lived assets are reviewed for impairment upon the
      occurrence of events or changes in circumstances indicating that the
      carrying value of the asset may not be recoverable. For the purpose of
      measuring recoverable amounts, assets are grouped at the lowest levels for
      which there are separately identifiable cash flows (cash-generating
      units). The recoverable amount is the higher of an assets fair value less
      costs to sell and value in use (being the present value of the expected
      future cash flows of the relevant asset or cash-generating unit). An
      impairment loss is recognized for the amount by which the assets carrying
      amount exceeds its recoverable amount. Management evaluates impairment
      losses for potential reversals when events or circumstances warrant such
      consideration.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | The Company estimates the useful lives of intangible
      assets from the date they are available for use in the manner intended by
      management and at least annually reviews the useful lives to reflect
      management's intent about developing and commercializing the
  assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.      | Significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | The accounting policies set out below have been applied
      consistently to all periods presented in these consolidated financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|**(a)** | Basis of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | These consolidated financial statements include the
      accounts of the Company and its wholly-owned subsidiaries, Stem Cell
      Therapeutics Inc. to the date of its dissolution on September 17, 2014,
      and Trillium Privateco from April 9, 2013, the date of acquisition (see
      note 4) to the date of its amalgamation with the Company on June 1,
      2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Investments in entities where the Company is exposed, or
      has rights, to variable returns from its involvement with the investee and
      has the ability to affect those returns through its power over the
      investee, are considered subsidiaries due to the control exercised over
      the investee by the Company. Subsidiaries are fully consolidated from the
      date at which control is determined to have occurred and are
      de-consolidated from the date that the Company no longer controls the
      entity.                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Intercompany transactions, balances and unrealized gains
      and losses on transactions between subsidiaries are eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | The financial statements of the subsidiaries are prepared
      for the same reporting period as the Company, using consistent accounting
      policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|**(b)** | Foreign currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Transactions in foreign currencies are translated to the
      functional currency at the rate on the date of the transactions. Monetary
      assets and liabilities denominated in foreign currencies are retranslated
      at the spot rate of exchange as at the reporting date. All differences are
      taken to profit or loss. Non-monetary items that are measured in terms of
      historical cost in a foreign currency are translated using the exchange
      rate as at the date of the initial transaction. Non-monetary items
      measured at fair value in a foreign currency are translated using the
      exchange rate at the date when the fair value was
  determined.                                                                                                                                                                                   

- 6 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|**3.**  | Significant accounting policies
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|**(c)** | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Financial assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | A financial asset is classified at fair value through
      profit or loss if it is held for trading or is designated as such upon
      initial recognition. Attributable transaction costs are recognized in
      profit or loss as incurred. Financial assets at fair value through profit
      or loss are measured at fair value and changes therein are recognized in
      profit or loss.                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Marketable securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Marketable securities are comprised of short-term debt
      instruments with an original maturity of more than 90 days on purchase.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Loans and receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Loans and receivables are non-derivative financial assets
      with fixed or determinable payments that are not quoted in an active
      market. Loans and receivables are initially recognized at fair value plus
      transaction costs and subsequently measured at amortized cost using the
      effective interest rate method less any impairment losses. The Company has
      classified its amounts receivable as loans and receivables.                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Derecognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | A financial asset is derecognized when the rights to
      receive cash flows from the asset have expired or when the Company has
      transferred its rights to receive cash flows from the asset.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Financial liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Financial liabilities are recognized initially at fair
      value plus any directly attributable transaction costs, and subsequently
      at amortized cost using the effective interest method. The Company has
      classified its accounts payable and accrued liabilities, and loan payable
      as financial liabilities.                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Derecognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | A financial liability is derecognized when its
      contractual obligations are discharged, cancelled or expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Common shares, preferred shares and warrants to purchase
      common shares are classified as equity. Incremental costs directly
      attributable to the issue of common shares, preferred shares and warrants
      are recognized as a deduction from equity, net of any tax effects.                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|**(d)** | Property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Recognition and measurement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Items of property and equipment are measured at cost less
      accumulated depreciation and accumulated impairment losses. Cost includes
      the expenditure that is directly attributable to the acquisition of the
      asset. When parts of an item of property and equipment have different
      useful lives, they are accounted for as separate items (major components)
      of property and equipment. Gains and losses on disposal of an item of
      property and equipment are determined by comparing the proceeds from
      disposal with the carrying amount of property and equipment, and are
      recognized in profit or loss.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Subsequent costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The cost of replacing a part of an item of property and
      equipment is recognized in the carrying amount of the item if it is
      probable that the future economic benefits embodied within the part will
      flow to the Company, and its cost can be measured reliably. The carrying
      amount of the replaced part is then derecognized. The costs of the
      day-to-day servicing of property and equipment are recognized in profit or
      loss as incurred.                                                                                                                                                                        

- 7 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|3. | Significant accounting policies
  (continued)                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                           
|   | Depreciation                                                                                                              
|   | The estimated useful lives and the methods of
      depreciation for the current and comparative periods are as
  follows:

| | Asset              | Basis                        
| | ------------------ | -----------------------------
| |                    |                              
| | Lab equipment      | 20% declining balance        
| | Computer equipment | Straight-line over 3 years   
| | Office equipment   | Straight-line over 5 years   
| | Leaseholds         | Straight-line over lease term

|    | Estimates for depreciation methods, useful lives and
      residual values are reviewed at each reporting period-end and adjusted if
      appropriate. Depreciation expense is recognized in research and
      development expenses.                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(e) | Intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Research and development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Expenditures on research activities, undertaken with the
      prospect of gaining new scientific or technical knowledge and
      understanding, are recognized in profit or loss as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Development activities involve a plan or design for the
      production of new or substantially improved products and processes.
      Development expenditures are capitalized only if development costs can be
      measured reliably, the product or process is technically and commercially
      feasible, future economic benefits are probable, and the Company intends
      to complete development and has sufficient resources to complete
      development and to use or sell the asset. Other development expenditures
      are expensed as incurred. No internal development costs have been
      capitalized to date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Research and development expenses include all direct and
      indirect operating expenses supporting the products in development. The
      costs incurred in establishing and maintaining patents are expensed as
      incurred.                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Intangible assets that are acquired separately and have
      finite useful lives are measured at cost less accumulated amortization and
      accumulated impairment losses. Subsequent expenditures are capitalized
      only when they increase the future economic benefits embodied in the
      specific asset to which it relates. All other expenditure is recognized in
      profit or loss as incurred.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Amortization is recognized in profit or loss on a
      straight-line basis over the estimated useful lives of intangible assets
      from the date they are available for use in the manner intended by
      management. The period that the technologies acquired in the Trillium
      Privateco acquisition are available for use is estimated at three years,
      which reflects management's intent about developing and commercializing
      the assets.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The amortization method and amortization period of an
      intangible asset with a finite life is reviewed at least annually. Changes
      in the expected useful life or the expected pattern of consumption of
      future economic benefits embodied in the asset are accounted for by
      changing the amortization period or method, as appropriate, and are
      treated as changes in accounting estimates. The amortization expense on
      intangible assets with finite lives is recognized in research and
      development expenses.                                                                                 

- 8 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|**3.**  | Significant accounting policies
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|**(f)** | Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | Financial assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | A financial asset not carried at fair value through
      profit or loss is assessed at each reporting date to determine whether
      there is objective evidence that it is impaired. A financial asset is
      impaired if objective evidence indicates that a loss event has occurred
      after the initial recognition of the asset, and that the loss event had a
      negative effect on the estimated future cash flows of that asset that can
      be estimated reliably.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | An impairment test is performed, on an individual basis,
      for each material financial asset. Other individually non-material
      financial assets are tested as groups of financial assets with similar
      risk characteristics. Impairment losses are recognized in profit or loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | An impairment loss in respect of a financial asset
      measured at amortized cost is calculated as the difference between its
      carrying amount and the present value of the estimated future cash flows
      discounted at the asset's original effective interest rate. Losses are
      recognized in profit or loss and reflected in an allowance account against
      the respective financial asset. Interest on the impaired asset continues
      to be recognized through the unwinding of the discount. When a subsequent
      event causes the amount of impairment loss to decrease, the decrease in
      impairment loss is reversed through profit or loss.                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | Non-financial assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | The carrying amounts of the Company's non-financial
      assets are reviewed at each reporting date to determine whether there is
      any indication of impairment. If such an indication exists, the
      recoverable amount is estimated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | The recoverable amount of an asset or a cash-generating
      unit is the greater of its value in use and its fair value less costs to
      sell. In assessing value in use, the estimated future cash flows are
      discounted to their present value using a pre-tax discount rate that
      reflects current market assessments of the time value of money and the
      risks specific to the asset or cash- generating unit. For the purpose of
      impairment testing, assets that cannot be tested individually are grouped
      together into the smallest group of assets that generates cash inflows
      from continuing use that are largely independent of cash inflows of other
      assets or cash-generating units. An impairment loss is recognized if the
      carrying amount of an asset or its related cash- generating unit exceeds
      its estimated recoverable amount. Impairment losses for intangible assets
      are recognized in research and development expenses.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | Impairment losses recognized in prior periods are
      assessed at each reporting date for any indications that the loss has
      decreased or no longer exists. An impairment loss is reversed if there has
      been a change in the estimates used to determine the recoverable amount.
      An impairment loss is reversed only to the extent that the asset's
      carrying amount does not exceed the carrying amount that would have been
      determined, net of depreciation or amortization, if no impairment loss had
      been recognized.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|**(g)** | Provisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | A provision is recognized if, as a result of a past
      event, the Company has a present legal or constructive obligation that can
      be estimated reliably, and it is probable that an outflow of economic
      benefits will be required to settle the obligation. Provisions are
      assessed by discounting the expected future cash flows at a pre-tax rate
      that reflects current market assessments of the time value of money and
      the risks specific to the liability. The unwinding of the discount on
      provisions is recognized in finance costs.                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | A provision for onerous contracts is recognized when the
      unavoidable costs of meeting the obligations under the contract exceed the
      economic benefits expected to be received under it. The provision is
      measured at the present value of the lower of the expected cost of
      terminating the contract and the expected net cost of continuing with the
      contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|**(h)** | Government assistance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | Government assistance relating to research and
      development is recorded as a reduction of expenses when the related
      expenditures are incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

- 9 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|3.  | Significant accounting policies
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(i) | Share-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The grant-date fair value of share-based payment awards
      granted to employees is recognized as personnel costs, with a
      corresponding increase in contributed surplus, over the period that the
      employees unconditionally become entitled to the awards. The amount
      recognized as an expense is adjusted to reflect the number of awards for
      which the related service and non-market vesting conditions are expected
      to be met, such that the amount ultimately recognized as an expense is
      based on the number of awards that met the related service and non-market
      performance conditions at the vesting date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | For equity-settled share-based payment transactions, the
      Company measures the goods or services received, and the corresponding
      increase in contributed surplus, directly, at the fair value of the goods
      or services received, unless that fair value cannot be estimated reliably.
      If the Company cannot estimate reliably the fair value of the goods or
      services received, it measures their value by reference to the fair value
      of the equity instruments granted. Transactions measured by reference to
      the fair value of the equity instruments granted have their fair values
      remeasured at each vesting and reporting date until fully vested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(j) | **Income taxes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Deferred tax is recognized in respect of temporary
      differences between the carrying amounts of assets and liabilities for
      financial reporting purposes and the amounts used for taxation purposes.
      Deferred tax is not recognized for temporary differences on the initial
      recognition of assets or liabilities in a transaction that is not a
      business combination and that affects neither accounting nor taxable
      income or loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Deferred tax assets and liabilities are offset if there
      is a legally enforceable right to offset current tax assets and
      liabilities, and they relate to income taxes levied by the same tax
      authority on the same taxable entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Deferred tax is measured at the tax rates that are
      expected to be applied to temporary differences when they reverse, based
      on the laws that have been enacted or substantively enacted at the
      reporting date. A deferred tax asset is recognized for unused tax losses,
      tax credits and deductible temporary differences, to the extent that it is
      probable that future taxable profits will be available against which they
      can be utilized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Investment tax credits earned from scientific research
      and development expenditures are recorded when collectability is
      reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(k) | **Loss per share**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Basic loss per share is computed by dividing the net loss
      available to common shareholders by the weighted average number of shares
      outstanding during the reporting period. Diluted loss per share is
      computed similar to basic loss per share except that the weighted average
      number of shares outstanding are increased to include additional shares
      for the assumed exercise of stock options, deferred share units, warrants,
      and conversion of preferred shares, if dilutive. The number of additional
      shares is calculated by assuming that outstanding preferred shares would
      convert to common shares and that outstanding stock options and warrants
      were exercised and that the proceeds from such exercises were used to
      acquire common stock at the average market price during the reporting
      period. The inclusion of the Company's stock options, deferred share
      units, warrants and preferred shares in the computation of diluted loss
      per share has an anti-dilutive effect on the loss per share and therefore,
      they have been excluded from the calculation of diluted loss per share.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(l) | New standards, amendments, and interpretations adopted
      during 2014                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | IAS 32 Financial Instruments: Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The amendments to IAS 32 Financial Instruments:
      Presentation(IAS 32), clarify the criteria that should be
      considered in determining whether an entity has a legally enforceable
      right of set off in respect of its financial instruments. Amendments to
      IAS 32 were applicable to annual periods beginning on or after January 1,
      2014, with retrospective application required. The adoption of these
      amendments did not have a material impact on the consolidated financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

- 10 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|3.  | Significant accounting policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | IFRIC 21 Levies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In May 2013, International Financial Reporting Standards
      Interpretations Committee Interpretation 21 Levies(IFRIC 21) was
      issued. IFRIC 21 provides guidance on when to recognize a liability to pay
      a levy imposed by a government that is accounted for in accordance with
      IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
      IFRIC 21 was effective for annual periods beginning on or after January 1,
      2014 with retrospective application required. The adoption of IFRIC 21 did
      not have a material impact on the consolidated financial statements.                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | IAS 36 Impairment of Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In May 29, 2013, the IASB published amendments to IAS 36
      Impairment of Assets(IAS 36) which reduce the circumstances in
      which the recoverable amount of cash-generating units is required to be
      disclosed and clarifies the disclosures required when an impairment loss
      has been recognized or reversed in the period. This amendment was
      effective for annual periods beginning on or after January 1, 2014. The
      adoption of these amendments did not have a material impact on the
      consolidated financial statements.                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(m) | **New standards and interpretations not yet
      effective**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | IFRS 9 Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In October 2010, the IASB published amendments to IFRS 9
      Financial Instruments(IFRS 9) which provide added guidance on
      the classification and measurement of financial liabilities. In July 2014,
      the IASB issued its final version of IFRS 9, which completes the
      classification and measurement, impairment and hedge accounting phases of
      the IASBs project to replace IAS 39 Financial Instruments: Recognition
      and Measurement. The final standard is mandatorily effective for
      annual periods beginning on or after January 1, 2018, with earlier
      application permitted. The Company is currently assessing the impact that
      the adoption of this standard may have on the consolidated financial
      statements.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | IFRS 15 Revenue from Contracts with Customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In May 2014, the IASB issued IFRS 15 Revenue from
      Contracts with Customers(IFRS 15), which covers principles for
      reporting about the nature, amount, timing and uncertainty of revenue and
      cash flows arising from contracts with customers. IFRS 15 is effective for
      annual periods beginning on or after January 1, 2017. The Company is
      reviewing the standard to determine the impact that the adoption of the
      standard may have on the consolidated financial statements.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Other accounting standards or amendments to existing
      accounting standards that have been issued, but have future effective
      dates, are either not applicable or are not expected to have a significant
      impact on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

- 11 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|4. | Acquisition of Trillium Privateco                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On April 9, 2013, the Company completed a merger with
      Trillium Privateco, a private biopharmaceutical company specializing in
      immune regulation and the development of cancer therapeutics. The Company
      applied the acquisition method of accounting for the business combination
      and the losses have been consolidated from the acquisition date. The
      consideration was allocated to the underlying assets acquired and
      liabilities assumed based upon their fair values at the date of
      acquisition. The purchase price allocation was assigned to the net
      identifiable assets based on their estimated fair values. The final
      purchase price allocation was as follows:

| |                                                |  | $         | 
| | ---------------------------------------------- |  | --------- | 
| | Fair value of consideration paid:              |  |           | 
| | Cash                                           |  | 1,200,000 | 
| | 92,639 common shares and 110,000 units         |  | 1,380,836 | 
| |                                                |  | 2,580,836 | 
| |                                                |  |           | 
| | Assets acquired:                               |  |           | 
| | Cash and marketable securities                 |  | 1,182,714 | 
| | Amounts receivable                             |  | 820,944   | 
| | Prepaid expenses                               |  | 44,300    | 
| | Equipment                                      |  | 91,000    | 
| | Acquired technology                            |  | 1,018,037 | 
| |                                                |  | 3,156,995 | 
| |                                                |  |           | 
| | Liabilities assumed:                           |  |           | 
| | Accounts payable and accrued
      liabilities |  | 282,178   | 
| | Loan
      payable                             |  | 293,981   | 
| |                                                |  | 576,159   | 
| | Net identifiable
      assets acquired         |  | 2,580,836 | 

As consideration, the Company paid
$1,200,000 in cash and issued 92,639 common shares and 110,000 units. Each unit
consisted of one common share and 30 common share purchase warrants, with each
30 common share purchase warrants allowing their holder to acquire one
additional common share at an exercise price of $12.00 until March 15, 2018. The
fair value of the unit was determined based on the stand-alone value of the
common share and the common share purchase warrant, in accordance with IFRS 13
Fair Value Measurement and IFRS 3 Business Combinations.
Accordingly, the fair value of the aggregate 202,639 common shares issued was
based on the closing price of the Companys common shares of $6.00 on April 9,
2013. The fair value of the 3,300,000 common share purchase warrants was
determined using the Black-Scholes option pricing model. Assumptions used to
determine the value of the common share purchase warrant were: dividend yield of
0%; risk-free interest rate of 1.1%; expected volatility of 68%; and average
expected life of 3 years. Post-closing, Trillium Privateco shareholders held
approximately 16% of the issued and outstanding common shares, and Trillium
Privateco became a wholly-owned subsidiary of the Company.

Cash used in the investment was
determined as follows:

| |                    |  | $         | 
| | ------------------ |  | --------- | 
| |                    |  |           | 
| | Cash consideration |  | 1,200,000 | 
| | Less cash acquired |  | 552,004   | 
| |                    |  | 647,996   | 

Acquisition costs incurred by the
Company and included in general and administrative expenses for the year ended
December 31, 2013, were approximately $113,000. From the date of the acquisition
to December 31, 2013, Trillium Privateco contributed revenue of nil and a loss
of $2,236,262.

- 12 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|5. | Amounts receivable
|-- | ------------------

| |                                |  | December 31, |  |  | December 31, | 
| | ------------------------------ |  | ------------ |  |  | ------------ | 
| |                                |  | 2014         |  |  | 2013         | 
| |                                |  | **$**        |  |  | $            | 
| |                                |  |              |  |  |              | 
| | Government programs receivable |  | 344,416      |  |  | 426,946      | 
| | Other amounts
      receivable |  | -            |  |  | 288          | 
| |                                |  | 344,416      |  |  | 427,234      | 

|6. | Property and equipment
|-- | ----------------------

| |                                  |  |           |  |  |           |  |  | Office        |  |  |         | 
| | -------------------------------- |  | --------- |  |  | --------- |  |  | ------------- |  |  | ------- | 
| |                                  |  | Lab       |  |  | Computer  |  |  | equipment and |  |  |         | 
| |                                  |  | equipment |  |  | equipment |  |  | leaseholds    |  |  | Total   | 
| |                                  |  | $         |  |  | $         |  |  | $             |  |  | $       | 
| |                                  |  |           |  |  |           |  |  |               |  |  |         | 
| | Cost                             |  |           |  |  |           |  |  |               |  |  |         | 
| | Balance, December 31, 2012       |  | -         |  |  | 13,500    |  |  | -             |  |  | 13,500  | 
| | Additions                        |  | 111,025   |  |  | 4,611     |  |  | 9,381         |  |  | 125,017 | 
| | Balance, December 31, 2013       |  | 111,025   |  |  | 18,111    |  |  | 9,381         |  |  | 138,517 | 
| | Additions                        |  | 141,051   |  |  | 21,917    |  |  | 10,635        |  |  | 173,603 | 
| | Balance, December
      31, 2014 |  | 252,076   |  |  | 40,028    |  |  | 20,016        |  |  | 312,120 | 
| |                                  |  |           |  |  |           |  |  |               |  |  |         | 
| | Accumulated depreciation         |  |           |  |  |           |  |  |               |  |  |         | 
| | Balance, December 31, 2012       |  | -         |  |  | 13,500    |  |  | -             |  |  | 13,500  | 
| | Depreciation                     |  | 14,723    |  |  | 504       |  |  | 783           |  |  | 16,010  | 
| | Balance, December 31, 2013       |  | 14,723    |  |  | 14,004    |  |  | 783           |  |  | 29,510  | 
| | Depreciation                     |  | 33,366    |  |  | 9,554     |  |  | 4,288         |  |  | 47,208  | 
| | Balance December 31, 2014        |  | 48,089    |  |  | 23,558    |  |  | 5,071         |  |  | 76,718  | 
| |                                  |  |           |  |  |           |  |  |               |  |  |         | 
| | Net carrying amounts             |  |           |  |  |           |  |  |               |  |  |         | 
| | December 31, 2013                |  | 96,302    |  |  | 4,107     |  |  | 8,598         |  |  | 109,007 | 
| | December 31, 2014                |  | 203,987   |  |  | 16,470    |  |  | 14,945        |  |  | 235,402 | 

The Company acquired lab equipment with
a fair value of $91,000 on its acquisition of Trillium Privateco in 2013.

- 13 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|7. | Intangible assets
|-- | -----------------

| |                                  |  | Total      |  
| | -------------------------------- |  | ---------- | -
| |                                  |  | $          |  
| |                                  |  |            |  
| | Cost                             |  |            |  
| | Balance, December 31, 2012       |  | 2,431,279  |  
| | Additions                        |  | 2,103,751  |  
| | Disposals                        |  | (2,431,279 | )
| | Balance December 31, 2013        |  | 2,103,751  |  
| | Disposals                        |  | (1,085,714 | )
| | Balance December 31, 2014        |  | 1,018,037  |  
| |                                  |  |            |  
| | Accumulated amortization         |  |            |  
| | Balance, December 31, 2012       |  | 2,428,779  |  
| | Amortization                     |  | 632,779    |  
| | Disposals                        |  | (2,431,279 | )
| | Balance, December 31, 2013       |  | 630,279    |  
| | Amortization                     |  | 610,776    |  
| | Disposals                        |  | (655,951   | )
| | Balance, December
      31, 2014 |  | 585,104    |  
| |                                  |  |            |  
| | Net carrying amounts             |  |            |  
| | December 31, 2013                |  | 1,473,472  |  
| | December 31, 2014                |  | 432,933    |  

|   | On April 9, 2013, licensed patent rights acquired of
      Trillium Privateco amounted to $1,018,037 (see note 4).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On April 16, 2013, the Company signed an agreement with
      the University Health Network (UHN) to gain rights to intellectual
      property related to the use of tigecycline for the treatment of leukemia.
      The initial consideration for the UHN license of $1,085,714 was satisfied
      by the issuance of 167,619 common shares and 1,600,000 common share
      purchase warrants, with each 30 warrants allowing their holder to acquire
      one additional common share at an exercise price of $12.00 until March 15,
      2018. Additional consideration under the UHN license included an annual
      license maintenance fee and future development milestones. The fair value
      of the common shares issued was based on the closing price of the
      Companys common shares of $6.00 on April 16, 2013 and $7.50 per unit
      based on the fair value of the common share and common share purchase
      warrant components as of the date of acquisition. The Company returned the
      rights back to UHN and recorded an impairment loss of $429,763 in the
      second quarter of 2014.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In 2013, the Company ceased all activities related to the
      regenerative stem cell products and retired the fully amortized assets in
      the amount of $2,431,279.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8. | Accounts payable and accrued
  liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                                  |  | December 31, |  |  | December 31, | 
| | -------------------------------- |  | ------------ |  |  | ------------ | 
| |                                  |  | 2014         |  |  | 2013         | 
| |                                  |  | **$**        |  |  | $            | 
| |                                  |  |              |  |  |              | 
| | Trade and other payables         |  | 1,604,533    |  |  | 113,003      | 
| | Accrued liabilities              |  | 1,585,823    |  |  | 221,580      | 
| | Due to related parties (note 16) |  | 58,628       |  |  | 335,277      | 
| |                                  |  | 3,248,984    |  |  | 669,860      | 

- 14 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|**9.**  | Non-current liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|**(a)** | Trillium is indebted to the Federal Economic Development
      Agency for Southern Ontario under a non-interest-bearing contribution
      agreement dated February 1, 2012. The period of contribution ended on
      December 31, 2013. As at December 31, 2014, the Company has repayable
      contributions of $555,968. The original principal balance is repayable in
      equal monthly instalments for 60 months, which began on December 1, 2014.
      As at December 31, 2014 two instalment payments have been made. The loan
      payable bears no interest. The fair value of the loan payable was
      determined by discounting the loan payable using an estimated market
      interest rate of 15%. Interest expense accretes on the discounted loan
      amount until it reaches its face value at maturity.                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|**(b)** | The Company has a long-term liability of $69,941 related
      to certain discontinued technologies. This liability has been discounted
      using an estimated market interest rate of 15% and interest expense is
      accreting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The current portions of the loan payable and long-term
      liability are included in other current liabilities in the statements of
      financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|**10.** | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|**(a)** | Authorized                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The authorized share capital of the Company consists of
      an unlimited number of common shares, Class B shares and First Preferred
      Shares, in each case without nominal or par value. Common shares are
      voting and may receive dividends as declared at the discretion of the
      Board of Directors. Class B shares are non-voting and convertible to
      common shares at the holders discretion, on a one-for-one basis. Upon
      dissolution or wind-up of the Company, Class B shares participate rateably
      with the common shares in the distribution of the Companys assets.
      Preferred shares have voting rights as decided upon by the Board of
      Directors at the time of grant. Upon dissolution or wind-up of the
      Company, First Preferred Shares are entitled to priority over common and
      Class B shares.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | In December 2013, the Company created the Series I First
      Preferred Shares that are non-voting, may receive dividends as declared at
      the discretion of the Board of Directors, and are convertible to common
      shares at the holders discretion, on the basis of 30 Series I First
      Preferred Shares for each common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|**(b)** | Share capital issued  year ended December 31,
      2014                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | On November 14, 2014, the Company consolidated its
      outstanding common shares issuing one post-consolidated share for each 30
      pre-consolidated shares. All references in these consolidated financial
      statements and notes to the number of common shares, deferred share units
      and stock options have been adjusted to the post-consolidation amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | In the year ended December 31, 2014, 2,596,251 warrants
      were exercised for 86,540 common shares and for proceeds of $946,813 and
      2,614 stock options were exercised for proceeds of $19,600. Also, 909,091
      warrants issued in March 2011  expired unexercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | During the year ended December 31, 2014, 8,390,476 Series
      I First Preferred Shares were converted into 279,682 common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Share capital issued  year ended December 31,
      2013                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | On February 6, 2013, the Company consolidated its
      outstanding common shares issuing one post-consolidated share for each 10
      pre-consolidated shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

- 15 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|10. | Share capital (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | In March 2013, the Company completed an offering pursuant
      to a base shelf prospectus and prospectus supplement and in the U.S.
      pursuant to a private placement memorandum for a total of 424,500 units at
      a price of $7.50 per unit, for aggregate gross proceeds to the Company of
      $3,185,080 ($2,615,240 net of issuance costs). Each unit consisted of one
      common share and 30 common share purchase warrants. Each 30 warrants
      entitle the holder to purchase one common share at a price of $12.00 per
      share at any time prior to expiry on March 15, 2018 (12,315,000 warrants)
      and March 27, 2018 (420,000 warrants). In connection with the financing,
      the Company issued 814,051 compensation warrants having an aggregate fair
      value of $48,843 estimated using the Black-Scholes option pricing model.
      Each 30 compensation warrants entitle the holder to acquire one common
      share at an exercise price of $7.50 per share prior to expiry on March 16,
      2015.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The allocation of the $7.50 common share unit issue price
      to the common shares and unit warrants was based on the relative fair
      values of the common shares and the warrants. The fair value of the
      warrants was determined using the Black- Scholes option pricing model. The
      common shares were allocated a price of $6.00 per share and the warrants
      were allocated a price of $1.50 per 30 warrants. The costs of the issue
      were allocated on a pro rata basis to the common shares and warrants.
      Accordingly, $2,092,192 was allocated to common shares and $523,048 to
      warrants, net of issuance costs. Assumptions used to determine the value
      of the unit warrants were: dividend yield of 0%; risk-free interest rate
      of 1.1%; expected volatility of 64%; and average expected life of 3 years.
      Assumptions used to determine the value of the compensation warrants were:
      dividend yield of 0%; risk-free interest rate of 1.0%; expected volatility
      of 80%; and average expected life of 2 years.                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | On April 9, 2013, the Company issued 202,639 common
      shares and 3,300,000 common share purchase warrants for partial
      consideration for the acquisition of Trillium Privateco (see note
    4).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | On April 16, 2013, the Company issued 167,619 common
      shares and 1,600,000 common share purchase warrants as consideration for
      the acquisition of certain rights related to tigecycline from UHN (see
      note 7).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | On December 13, 2013, the Company completed a private
      placement of 2,641,590 common share units (each common share unit
      consisting of one common share and 22.5 common share purchase warrants) at
      a price of $6.30 per unit and 77,895,165 preferred share units (each
      preferred share unit consisting of one Series I First Preferred Share and
      three- quarters of a common share purchase warrant) at a price of $0.21
      per unit for gross proceeds of $32,866,025 ($30,713,841 net of issuance
      costs). Each 30 warrants entitle the holder to purchase one common share
      at a price of $8.40 at any time prior to expiry on December 13, 2018. In
      connection with the financing, the Company issued 5,014,839 compensation
      warrants having an aggregate fair value of $651,929 estimated using the
      Black-Scholes option pricing model. Each 30 compensation warrants entitle
      the holder to acquire one common share at an exercise price of $6.30 per
      share prior to expiry on December 13, 2015.                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The allocation of the $6.30 unit issue price to the
      common shares, 30 Series I First Preferred Shares and 22.5 unit warrants
      was based on the relative fair values of the common shares, Series I First
      Preferred Shares and the warrants. The fair value of the warrants was
      determined using the Black-Scholes option pricing model. The common shares
      were allocated a price of $4.80 per share, the Series I First Preferred
      Shares were allocated a price of $4.80 per each 30 shares, and the
      warrants were allocated a price of $1.50 per each 22.5 warrants. The costs
      of the issue were allocated on a pro rata basis. Accordingly, $11,488,602
      was allocated to common shares, $11,292,525 to the Series I First
      Preferred Shares and $7,932,714 to warrants, net of issuance costs.
      Assumptions used to determine the value of the unit warrants were:
      dividend yield of 0%; risk-free interest rate of 1.2%; expected volatility
      of 70%; and average expected life of 3 years. Assumptions used to
      determine the value of the compensation warrants were: dividend yield of
      0%; risk-free interest rate of 1.1%; expected volatility of 66%; and
      average expected life of 2 years.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | All securities issued under the offering (including the
      compensation warrants) are subject to statutory resale
  restrictions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 16 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|10.     | Share capital (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | In the December 2013 private placement, subscribers who
      purchased preferred share units and certain subscribers who purchased
      common share units are subject to restrictions on the conversion and
      exercise of securities of the Company convertible into common shares. Such
      subscribers cannot convert or exercise securities of the Company
      convertible or exercisable into common shares if, after giving effect to
      the exercise of conversion, the subscriber and its joint actors would have
      beneficial ownership or direction or control over common shares in excess
      of 4.99% of the then outstanding common shares. This limit can be raised
      at the option of the subscriber on 61 days prior written notice: (i) up to
      9.99%, (ii) up to 19.99%, subject to stock exchange clearance of a
      personal information form submitted by the subscriber, and (iii) above
      19.99%, subject to stock exchange approval and shareholder approval.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | Subject to receipt of any required regulatory approvals,
      subscribers who purchased a minimum of 10% of the securities sold under
      the offering were given rights to purchase securities of the Company in
      future financings to enable each such subscriber to maintain its
      percentage holding in the Company for so long as the subscriber holds at
      least 10% of the outstanding common shares on a fully-diluted basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|**(c)** | Weighted average number of common
    shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | The weighted average number of common shares outstanding
      for the purposes of calculating earnings per share have been adjusted for
      2014 and 2013 to the post-consolidated number. The post-consolidated
      weighted average number of common shares outstanding for the years ended
      December 31, 2014 and 2013 were 4,202,900 and 1,356,924, respectively. The
      Company has not adjusted its weighted average number of common shares
      outstanding in the calculation of diluted loss per share, as any
      adjustment would be antidilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|**(d)** | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | Warrants outstanding at December 31, 2014 were as
    follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                   |  | Number of   |  |   | Exercise | 
| | ----------------- |  | ----------- |  | - | -------- | 
| | Expiry dates      |  | warrants    |  |   | price    | 
| |                   |  |             |  |   |          | 
| | March 16, 2015    |  | 202,800     |  | $ | 7.50     | 
| | December 13, 2015 |  | 5,014,839   |  | $ | 6.30     | 
| | March 15, 2018    |  | 15,230,000  |  | $ | 12.00    | 
| | March 27, 2018    |  | 420,000     |  | $ | 12.00    | 
| | December 13, 2018 |  | 117,857,142 |  | $ | 8.40     | 
| |                   |  | 138,724,781 |  |   |          | 

All warrants were exercisable on
issuance. The exercise price above and the weighted average exercise price below
are the amounts the warrantholder would pay to exercise 30 warrants and receive
one common share. Changes in the number of warrants outstanding during the years
ended December 31 were as follows:

| |                            |  |             |   |   | 2014     |  |  |             |   |   | 2013     | 
| | -------------------------- |  | ----------- | - | - | -------- |  |  | ----------- | - | - | -------- | 
| |                            |  |             |   |   |          |  |  |             |   |   |          | 
| |                            |  |             |   |   | Weighted |  |  |             |   |   | Weighted | 
| |                            |  |             |   |   | average  |  |  |             |   |   | average  | 
| |                            |  | Number of   |   |   | exercise |  |  | Number of   |   |   | exercise | 
| |                            |  | warrants    |   |   | price    |  |  | warrants    |   |   | price    | 
| |                            |  |             |   |   |          |  |  |             |   |   |          | 
| | Balance, beginning of year |  | 142,230,123 |   | $ | 9.02     |  |  | 1,036,364   |   | $ | 46.16    | 
| | Issued                     |  | -           |   |   | -        |  |  | 141,321,032 |   |   | 8.77     | 
| | Exercised                  |  | (2,596,251  | ) |   | 10.94    |  |  | -           |   |   | -        | 
| | Expired                    |  | (909,091    | ) |   | 48.00    |  |  | (127,273    | ) |   | 33.00    | 
| |                            |  |             |   |   |          |  |  |             |   |   |          | 
| | Balance, end of
      year |  | 138,724,781 |   | $ | 8.73     |  |  | 142,230,123 |   | $ | 9.02     | 

- 17 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|10. | **Share capital (continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(e) | Stock option plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Company has a 10% rolling stock option plan (the
      2014 Stock Option Plan) that was approved by the Companys shareholders
      at its annual general meeting held on May 27, 2014. Pursuant to the 2014
      Stock Option Plan, the Company may grant stock options to purchase up to
      an aggregate of 10% of the Companys issued and outstanding common shares
      plus 10% of the total number of common shares into which the outstanding
      Series I First Preferred Shares may be converted. Options granted under
      the 2014 Stock Option plan are equity-settled, have a vesting period of
      four years and have a maximum term of ten years. As at December 31, 2014,
      the Company was entitled to issue an additional 55,488 stock options under
      the 2014 Stock Option Plan.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Changes in the number of options outstanding during the
      years ended December 31 were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                        |  |           |   |   | 2014     |  |  |           |   |   | 2013     | 
| | -------------------------------------- |  | --------- | - | - | -------- |  |  | --------- | - | - | -------- | 
| |                                        |  |           |   |   |          |  |  |           |   |   |          | 
| |                                        |  |           |   |   | Weighted |  |  |           |   |   | Weighted | 
| |                                        |  |           |   |   | average  |  |  |           |   |   | average  | 
| |                                        |  | Number of |   |   | exercise |  |  | Number of |   |   | exercise | 
| |                                        |  | options   |   |   | price    |  |  | options   |   |   | price    | 
| |                                        |  |           |   |   |          |  |  |           |   |   |          | 
| | Balance, beginning of year             |  | 97,372    |   | $ | 9.94     |  |  | 23,332    |   | $ | 31.02    | 
| | Granted                                |  | 499,883   |   |   | 9.78     |  |  | 87,454    |   |   | 7.50     | 
| | Exercised                              |  | (2,614    | ) |   | 7.50     |  |  | -         |   |   | -        | 
| | Cancelled/forfeited                    |  | (4,500    | ) |   | 16.58    |  |  | (13,414   | ) |   | 30.69    | 
| |                                        |  |           |   |   |          |  |  |           |   |   |          | 
| | Balance, end of
      year             |  | 590,141   |   | $ | 9.76     |  |  | 97,372    |   | $ | 9.94     | 
| |                                        |  |           |   |   |          |  |  |           |   |   |          | 
| | Options
      exercisable, end of year |  | 219,470   |   | $ | 10.13    |  |  | 39,667    |   | $ | 13.44    | 

The following table reflects stock
options outstanding at December 31, 2014:

Stock options outstanding
    
    
    Stock options exercisableWeighted averageremainingNumber
    
    
    contractual life
    
    
    Weighted average
    
    
    Number
    
    
    Weighted averageExercise prices
    
    
    outstanding
    
    
    (in years)
    
    
    exercise price
    
    
    exercisable
    
    
    exercise price$ 7.50
    
    
    81,507
    
    
    7.6
    
    $
    7.50
    
    
    44,092
    
    $
    7.50$ 8.34
    
    
    215,758
    
    
    9.4
    
    $
    8.34
    
    
    71,918
    
    $
    8.34$ 10.35
    
    
    264,127
    
    
    9.3
    
    $
    10.35
    
    
    88,043
    
    $
    10.35$ 15.30
    
    
    6,666
    
    
    9.1
    
    $
    15.30
    
    
    2,222
    
    $
    15.30$ 18.90
    
    
    13,332
    
    
    9.2
    
    $
    18.90
    
    
    4,444
    
    $
    18.90$
      30.00
    
    
    8,751
    
    
    1.1
    
    $
    30.00
    
    
    8,751
    
    $
    30.00590,141
    
    
    9.0
    
    $
    9.76
    
    
    219,470
    
    $
    10.13


- 18 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|10. | Share capital (continued)                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                   
|    | Share-based compensation expense was determined based on
      the fair value of the options at the date of measurement using the
      Black-Scholes option pricing model with the weighted average assumptions
      for the years ended December 31 as follows:

| |                           | 2014    | 2013    
| | ------------------------- | ------- | --------
| | Expected option life      | 6 years | 10 years
| | Risk-free interest rate   | 1.7%    | 1.7%    
| | Dividend yield            | 0%      | 0%      
| | Expected
      volatility | 90%     | 118%    

|    | The Black-Scholes option pricing model was developed to
      estimate the fair value of freely tradable, fully transferable options
      without vesting restrictions, which significantly differs from the
      Company's stock option awards. This model also requires highly subjective
      assumptions, including future stock price volatility and average option
      life, which significantly affect the calculated values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The risk-free interest rate is based on the implied yield
      on a Government of Canada zero-coupon issue with a remaining term equal to
      the expected term of the option. The volatility for 2013 is based solely
      on historical volatility equal to the expected life of the option. Due to
      the significant changes in the operations of the Company in 2013, the
      Company concluded that for 2014 the sole use of historical volatility
      would not reflect the best estimate of forward looking volatility. For
      2014, the Company compiled a peer group of biotechnology companies and
      their historical volatilities and integrated the Companys own historical
      volatility to determine a reasonable estimate of forward looking
      volatility. The life of the options is estimated considering the vesting
      period at the grant date, the life of the option and the average length of
      time similar grants have remained outstanding in the past. The forfeiture
      rate is an estimate based on historical evidence and future expectations.
      The dividend yield was excluded from the calculation since it is the
      present policy of the Company to retain all earnings to finance operations
      and future growth.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During years ended December 31, 2014 and 2013, the
      Company issued 499,883 and 87,454 stock options with a fair value of
      $3,580,892 and $535,781 and a weighted average grant date fair value of
      $7.16 and $6.13, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(f) | Deferred Share Unit Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The shareholders of the Company approved the 2014
      Deferred Share Unit Plan (the 2014 DSU Plan) on May 27, 2014. The 2014
      DSU Plan is intended to promote a greater alignment of long-term interests
      between non-executive directors and executive officers of the Company and
      its shareholders through the issuance of deferred share units (DSUs).
      Since the value of a DSU increases or decreases with the market price of
      the common shares, DSUs reflect a philosophy of aligning the interests of
      directors and executive officers with those of the shareholders by tying
      compensation to share price performance. The Board of Directors intends to
      use DSUs issued under the 2014 DSU Plan, as well as stock options issued
      under the 2014 Stock Option Plan, as part of the Companys overall
      director and executive officer compensation program. A total of 28,777
      units were issued during the year ended December 31, 2014 for payment of
      directors fees and were outstanding as at December 31, 2014. The Company
      has reserved for issuance up to 66,667 common shares under the 2014 DSU
      Plan.                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(g) | Shareholder Rights Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | On October 17, 2013 the Companys shareholders adopted a
      shareholder rights plan (the 2013 Rights Plan) and approved certain
      amendments on May 27, 2014 (the Rights Plan Amendment which together
      with the 2013 Rights Plan may be referred to as the Rights Plan). The
      Rights Plan is designed to provide adequate time for the Board of
      Directors and the shareholders to assess an unsolicited takeover bid for
      the Company, to provide the Board of Directors with sufficient time to
      explore and develop alternatives for maximizing shareholder value if a
      takeover bid is made, and to provide shareholders with an equal
      opportunity to participate in a takeover bid and receive full and fair
      value for their common shares. The Rights Plan will expire at the close of
      the Companys annual meeting of shareholders in
2016.                                                                                                                                                                                                                                                                                                                                                                                       

- 19 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|**10.** | Share capital (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | The rights issued under the Rights Plan initially attach
      to and trade with the common shares and no separate certificates will be
      issued unless an event triggering these rights occurs. The rights will
      become exercisable only when a person, including any party related to it,
      acquires or attempts to acquire 20% or more of the outstanding common
      shares without complying with the Permitted Bid provisions of the Rights
      Plan or without approval of the Board of Directors. Should such an
      acquisition occur or be announced, each right would, upon exercise,
      entitle a rights holder, other than the acquiring person and related
      persons, to purchase common shares at an approximate 50% discount to the
      market price at the time.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | Under the Rights Plan, a Permitted Bid is a bid made to
      all holders of the common shares and which is open for acceptance for not
      less than 60 days. If at the end of 60 days at least 50% of the
      outstanding common shares, other than those owned by the offeror and
      certain related parties have been tendered, the offeror may take up and
      pay for the common shares but must extend the bid for a further 10 days to
      allow other shareholders to tender. The issuance of common shares upon the
      exercise of the rights is subject to receipt of certain regulatory
      approvals.                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|**11.** | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | Income taxes have not been recognized in the consolidated
      statements of loss and comprehensive loss, as the Company has been
      incurring losses since inception, and it is not probable that future
      taxable profits will be available against which the accumulated tax losses
      can be utilized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|**(a)** | Unrecognized deferred tax assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | As at December 31, 2014 and 2013, deferred tax assets
      have not been recognized with respect to the following items:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |                                                                                               |  | 2014       |  |  | 2013       | 
| | --------------------------------------------------------------------------------------------- |  | ---------- |  |  | ---------- | 
| |                                                                                               |  | **$**      |  |  | $          | 
| |                                                                                               |  |            |  |  |            | 
| | Non-capital losses carried forward                                                            |  | 9,234,460  |  |  | 8,515,351  | 
| | Tax credits carryforward                                                                      |  | 2,607,496  |  |  | 2,097,043  | 
| | Tax basis of property and equipment and
      intangible assets in excess of accounting basis |  | 1,413,171  |  |  | 1,138,196  | 
| | Scientific research and experimental development
      expenditures                           |  | 4,801,014  |  |  | 4,101,322  | 
| | Share issue costs and other                                                                   |  | 436,795    |  |  | 540,886    | 
| |                                                                                               |  | 18,492,936 |  |  | 16,392,798 | 

|(b) | As at December 31, 2014 and 2013, the Company has
      available research and development expenditures of approximately
      $18,117,000 and $15,477,000, respectively, for income tax purposes which
      may be carried forward indefinitely to reduce future years taxable
      income. As at December 31, 2014 and 2013, the Company also has unclaimed
      Canadian scientific research and development tax credits of $3,293,000 and
      $2,643,000, respectively, which are available to reduce future taxes
      payable with expiries from 2017 through 2034. The benefit of these
      expenditures and tax credits has not been recorded in the
  accounts.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | As at December 31, 2014, the Company has accumulated
      non-capital losses for federal and provincial income tax purposes in
      Canada which are available for application against future taxable income.
      The benefit of these losses has not been recorded in the
  accounts.                                                                                                                                                                                                                                                                                                                                                                                       

- 20 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|11. | Income taxes (continued)                       
|--- | -----------------------------------------------
|    |                                                
|    | The non-capital tax losses expire as
  follows:

| |      |  | Federal    | 
| | ---- |  | ---------- | 
| |      |  | $          | 
| |      |  |            | 
| | 2025 |  | 3,213,000  | 
| | 2026 |  | 6,457,000  | 
| | 2027 |  | 4,659,000  | 
| | 2028 |  | 4,144,000  | 
| | 2029 |  | 3,736,000  | 
| | 2030 |  | 1,819,000  | 
| | 2031 |  | 1,387,000  | 
| | 2032 |  | 2,450,000  | 
| | 2033 |  | 1,868,000  | 
| | 2034 |  | 5,113,000  | 
| |      |  | 34,846,000 | 

|(d) | The reconciliation of the Canadian statutory income tax
      rate applied to the net loss for the year to the income tax recovery is as
      follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                              |  | 2014       |   |  | 2013       |  
| | ------------------------------------------------------------ |  | ---------- | - |  | ---------- | -
| |                                                              |  | **$**      |   |  | $          |  
| |                                                              |  |            |   |  |            |  
| | Statutory income tax rate                                    |  | 26.5%      |   |  | 26.5%      |  
| |                                                              |  |            |   |  |            |  
| | Income tax recovery based on statutory
      income tax rate |  | (3,413,682 | ) |  | (1,136,667 | )
| | Investment tax credits                                       |  | (1,091,870 | ) |  | (207,850   | )
| | Share-based compensation and other                           |  | 657,494    |   |  | 84,902     |  
| | Change in
      unrecognized tax assets                      |  | 3,848,058  |   |  | 1,259,615  |  
| |                                                              |  |            |   |  |            |  
| | Income tax
      recovery                                    |  | -          |   |  | -          |  

|    |                         
|--- | ------------------------
|12. | Research and development

Components of research and development
expenses for the years ended December 31 were as follows:

| |                                                                    |  | 2014       |   |  | 2013      |  
| | ------------------------------------------------------------------ |  | ---------- | - |  | --------- | -
| |                                                                    |  | **$**      |   |  | $         |  
| |                                                                    |  |            |   |  |           |  
| | Research and development programs,
      excluding the below items |  | 5,893,030  |   |  | 1,411,264 |  
| | Salaries, fees and short-term benefits                             |  | 2,311,755  |   |  | 1,299,055 |  
| | Share-based compensation                                           |  | 1,626,824  |   |  | 211,419   |  
| | Amortization of intangible assets                                  |  | 610,776    |   |  | 632,779   |  
| | Impairment of intangible assets                                    |  | 429,763    |   |  | -         |  
| | Depreciation of property and equipment                             |  | 47,208     |   |  | 16,010    |  
| | Tax credits                                                        |  | (323,548   | ) |  | (233,821  | )
| |                                                                    |  | 10,595,808 |   |  | 3,336,706 |  

- 21 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|13. | General and administrative                                                                              
|--- | --------------------------------------------------------------------------------------------------------
|    |                                                                                                         
|    | Components of general and administrative expenses for the
      years ended December 31 were as follows:

| |                                                                      |  | 2014      |  |  | 2013    | 
| | -------------------------------------------------------------------- |  | --------- |  |  | ------- | 
| |                                                                      |  | **$**     |  |  | $       | 
| |                                                                      |  |           |  |  |         | 
| | General and administrative expenses,
      excluding the below items |  | 1,198,181 |  |  | 599,785 | 
| | Salaries, fees and short-term benefits                               |  | 694,849   |  |  | 254,952 | 
| | DSU units issued for director compensation                           |  | 240,000   |  |  | -       | 
| | Share-based
      compensation                                       |  | 444,430   |  |  | 107,463 | 
| |                                                                      |  | 2,577,460 |  |  | 962,200 | 

|14. | Finance income and finance costs                                    
|--- | --------------------------------------------------------------------
|    |                                                                     
|    | Finance income for the years ended December 31 was as
      follows:

| |                                 |  | 2014    |  |  | 2013   | 
| | ------------------------------- |  | ------- |  |  | ------ | 
| |                                 |  | **$**   |  |  | $      | 
| |                                 |  |         |  |  |        | 
| | Interest income                 |  | 378,692 |  |  | 44,113 | 
| | Net foreign
      currency gain |  | -       |  |  | 9,915  | 
| |                                 |  | 378,692 |  |  | 54,028 | 

Finance costs for the years ended
December 31 were as follows:

| |                           |  | 2014   |  |  | 2013   | 
| | ------------------------- |  | ------ |  |  | ------ | 
| |                           |  | **$**  |  |  | $      | 
| |                           |  |        |  |  |        | 
| | Bank charges              |  | 7,212  |  |  | 4,297  | 
| | Accreted interest         |  | 69,770 |  |  | 40,133 | 
| | Net foreign currency loss |  | 10,262 |  |  | -      | 
| |                           |  | 87,244 |  |  | 44,430 | 

|15. | Commitments and contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | As at December 31, 2014 and in the normal course of
      business, the Company had obligations to make future payments,
      representing research and development contracts and other commitments that
      are known and committed in the amount of $2,587,000 over the next 12
      months, $99,000 from 12 to 24 months, $26,000 from 24 to 36 months, and
      $25,000 each year thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company enters into research, development and license
      agreements in the ordinary course of business where the Company receives
      research services and rights to proprietary technologies. Milestone and
      royalty payments that may become due under various agreements are
      dependent on, among other factors, clinical trials, regulatory approvals
      and ultimately the successful development of a new drug, the outcome and
      timing of which is uncertain. Under the license agreement for SIRPαFc, the
      Company has future contingent milestones payable of $60,000 related to
      successful patent grants, $100,000, $200,000 and $300,000 on the first
      patient dosed in phase I, II and III trials respectively, and regulatory
      milestones on their first achievement totalling
  $5,000,000.

- 22 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|15. | Commitments and contingencies
(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company entered into two agreements with Catalent
      Pharma Solutions in August 2014 pursuant to which Trillium acquired the
      right to use a proprietary expression system for the manufacture of two
      SIRPαFc constructs. Consideration for each license includes potential
      pre-marketing approval milestones of up to U.S. $875,000 and aggregate
      sales milestone payments of up to U.S. $28.8 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company periodically enters into research and license
      agreements with third parties that include indemnification provisions
      customary in the industry. These guarantees generally require the Company
      to compensate the other party for certain damages and costs incurred as a
      result of claims arising from research and development activities
      undertaken by or on behalf of the Company. In some cases, the maximum
      potential amount of future payments that could be required under these
      indemnification provisions could be unlimited. These indemnification
      provisions generally survive termination of the underlying agreement. The
      nature of the indemnification obligations prevents the Company from making
      a reasonable estimate of the maximum potential amount it could be required
      to pay. Historically, the Company has not made any indemnification
      payments under such agreements and no amount has been accrued in the
      consolidated financial statements with respect to these indemnification
      obligations.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|16. | Related parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | For the years ended December 31, 2014 and 2013, the key
      management personnel of the Company were the Board of Directors, former
      Executive Chairman, Chief Executive Officer, Chief Financial Officer,
      Chief Scientific Officer and Vice President, Drug Development.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Compensation for key management personnel of the Company
      for the years ended December 31 was as
follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                        |  | 2014      |  |  | 2013      | 
| | -------------------------------------- |  | --------- |  |  | --------- | 
| |                                        |  | **$**     |  |  | $         | 
| |                                        |  |           |  |  |           | 
| | Salaries, fees and short-term benefits |  | 1,708,717 |  |  | 844,425   | 
| | Share-based
      compensation         |  | 2,281,561 |  |  | 316,069   | 
| | Total                                  |  | 3,990,278 |  |  | 1,160,494 | 

|    | Executive officers and directors participate in the 2014
      Stock Option Plan and the 2014 DSU Plan, and officers participate in the
      Companys benefit plans. Directors receive annual fees for their services.
      As at December 31, 2014, the key management personnel controlled
      approximately 1% of the voting shares of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Outstanding balances with related parties at the year-end
      are unsecured, interest free and settlement occurs in cash. There have
      been no guarantees provided or received for any related party receivables
      or payables. For the years ended December 31, 2014 and 2013, a former
      director was paid consulting fees of $7,916 and $138,750,
    respectively.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|17. | Operating segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company has a single operating segment, the research
      and development of immunotherapy drugs for the treatment of cancer.
      Substantially all of the Companys operations, assets, and employees are
      in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|18. | Management of capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company defines its capital as share capital,
      warrants and contributed surplus. The Companys objectives when managing
      capital are to ensure there are sufficient funds available to carry out
      its research and development programs. To date, these programs have been
      funded primarily through the sale of equity securities and the exercise of
      common share purchase warrants. The Company also sources non-dilutive
      funding by accessing grants, government assistance and tax incentives, and
      through partnerships with corporations and research institutions. The
      Company uses budgets and purchasing controls to manage its costs. The
      Company is not exposed to any externally imposed capital
    requirements.

- 23 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|19. | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Fair value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | IFRS 13 Fair Value Measurementprovides a
      hierarchy of valuation techniques based on whether the inputs to those
      valuation techniques are observable or unobservable. Observable inputs are
      those which reflect market data obtained from independent sources, while
      unobservable inputs reflect the Companys assumptions with respect to how
      market participants would price an asset or liability. These two inputs
      used to measure fair value fall into the following three different levels
      of the fair value hierarchy:

| | Level 1 | Quoted prices in active markets for identical
      instruments that are observable.                                                                                                
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Level 2 | Quoted prices in active markets for similar
      instruments; inputs other than quoted prices that are observable and
      derived from or corroborated by observable market data.
| | Level 3 | Valuations derived from valuation techniques in
      which one or more significant inputs are unobservable.                                                                        

|    | The hierarchy requires the use of observable market data
      when available.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company has classified cash and marketable securities
      as Level 1. The loan payable has been classified as Level 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Cash, marketable securities, amounts receivable, accounts
      payable and accrued liabilities, and other current liabilities, due within
      one year, are all short-term in nature and, as such, their carrying values
      approximate fair values. The fair value of the non-current loan payable is
      estimated by discounting the expected future cash flows at the cost of
      money to the Company, which is equal to its carrying value.                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Risks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company has exposure to credit risk, liquidity risk,
      interest rate risk and currency risk. The Companys Board of Directors has
      overall responsibility for the establishment and oversight of the
      Companys risk management framework. The Audit Committee of the Board is
      responsible for reviewing the Companys risk management
policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a) | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Credit risk is the risk of financial loss to the Company
      if a counterparty to a financial instrument fails to meet its contractual
      obligations, and arises principally from the Companys cash, marketable
      securities, and amounts receivable. The carrying amount of these financial
      assets represents the maximum credit exposure. The Company follows an
      investment policy to mitigate against the deterioration of principal and
      to enhance the Companys ability to meet its liquidity needs. Cash is on
      deposit with major Canadian chartered banks and the Company invests in
      high grade fixed income securities. Amounts receivable are primarily
      comprised of amounts due from the federal government.                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | Liquidity risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Liquidity risk is the risk that the Company will not be
      able to meet its financial obligations as they fall due. The Company is a
      development stage company and is reliant on external fundraising to
      support its operations. Once funds have been raised, the Company manages
      its liquidity risk by investing in cash and marketable securities to
      provide regular cash flow for current operations. It also manages
      liquidity risk by continuously monitoring actual and projected cash flows.
      The Board of Directors reviews and approves the Companys operating and
      capital budgets, as well as any material transactions not in the ordinary
      course of business. The majority of the Companys accounts payable and
      accrued liabilities have maturities of less than three
  months.

- 24 -

---

|TRILLIUM THERAPEUTICS INC.                    
|----------------------------------------------
|(formerly Stem Cell Therapeutics Corp.)       
|Notes to the Consolidated Financial Statements
|For the years ended December 31, 2014 and 2013
|Amounts in
      Canadian Dollars             

|**19.** | Financial instruments (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|**(c)** | Interest rate risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | Interest rate risk is the risk that the fair value or
      future cash flows of a financial instrument will fluctuate because of
      changes in market interest rates. The Company holds its cash in bank
      accounts or high interest savings accounts which have a variable rate of
      interest. The Company manages its interest rate risk by holding highly
      liquid short-term instruments and by holding its investments to maturity,
      where possible. For the years ended December 31, 2014 and 2013, the
      Company earned interest income of $378,692 and $44,113, respectively.
      Therefore, a 1% change in the average interest rate for the years ended
      December 31, 2014 and 2013, would have a net impact on finance income of
      $3,787 and $441, respectively.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|**(d)** | Currency risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | The Company is exposed to currency risk related to the
      fluctuation of foreign exchange rates and the degree of volatility of
      those rates. Currency risk is limited to the portion of the Companys
      business transactions denominated in currencies other than the Canadian
      dollar which are primarily expenses in US dollars. As at December 31, 2014
      and 2013, the Company held US dollar cash in the amount of US$142,558 and
      US$493,031 and had US dollar denominated accounts payable and accrued
      liabilities in the amount of US$1,910,430 and US$88,063, respectively.
      Therefore, a 1% change in the foreign exchange rate would have a net
      impact on finance costs as at December 31, 2014 and 2013 of $17,679 and
      $4,050, respectively.     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | US dollar expenses for the years ended December 31, 2014
      and 2013 were approximately US$3,260,000 and US$518,000, respectively.
      Varying the US exchange rate for the years ended December 31, 2014 and
      2013 to reflect a 5% strengthening of the Canadian dollar would have
      decreased the net loss by approximately $163,000 and $26,000,
      respectively, assuming that all other variables remained constant.                                                                                                                                                                                                                                                                                                                                                                      

- 25 -

---