A downhole activation system within a tubular. The system includes an axially movable member; a first magnetic field source having a first field with a first axial orientation movable with the member. A second magnetic field source having a second field with an axial orientation different from the first orientation and separated from the first magnetic field source. The second field being magnetically repulsed by the first field; and, a biasing device urging the second magnetic field source towards the first magnetic field source; wherein movement of the first magnet via the member towards the second magnet moves the second magnet in a direction against the biasing device. A method of activating an activatable member in a downhole tubular.