BriaCell Therapeutics (BCTX) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BRIACELL THERAPEUTICS CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF MEETING AND

PROXY STATEMENT

FOR THE SPECIAL MEETING OF SHAREHOLDERS

OF

BRIACELL THERAPEUTICS CORP.

TO BE HELD ON

August 18, 2023

Unless otherwise stated, the information herein is given as of July 24, 2023

Information has been incorporated by reference in this document from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from BriaCell Therapeutics Corp. (“BriaCell”) at 235 15^th Street, 3^rd Floor, Vancouver, British Columbia V7T 2X1, Telephone: 1-888-485-6340, and are also available electronically on BriaCell’s website at www.briacell.com/investor-relations, under BriaCell’s profile at www.sedar.com, and the SEC’s website at www.sec.gov.

BRIACELL THERAPEUTICS CORP.

235 15th Street, 3rd Floor

Vancouver, British Columbia V7T 2X1

July 24, 2023

Dear Shareholders:

You are cordially invited to attend the special meeting (the “Meeting”) of the shareholders of BriaCell Therapeutics Corp. (“BriaCell” or the “Company”), which is to be held virtually via live audio-only webcast, available at https://web.lumiagm.com/472787272 on August 18, 2023 at 10:00 a.m. (Eastern time). We are first mailing these materials to our shareholders on or about July 26, 2023.

At the Meeting, among other items of business, shareholders will be asked to consider and vote on a special resolution (the “Arrangement Resolution”) to approve a spin-out of the SpinCo Assets, as defined in the accompanying proxy statement (the “Proxy Statement”) to a subsidiary of BriaCell, BriaPro Therapeutics Corp. (“SpinCo”) effected through a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) (the “Plan of Arrangement”). The SpinCo Assets consist of certain pre-clinical pipeline assets of BriaCell, specifically Bria-TILsRx™, and PKCδ inhibitors for multiple indications including cancer. The proposed transaction (the “Arrangement”) is proposed to be completed pursuant to the provisions of an arrangement agreement dated May 24, 2023 between BriaCell and SpinCo, and involves, among other things, the distribution by BriaCell of common shares of SpinCo (“SpinCo Shares”) to current shareholders of BriaCell (other than Dissenting Shareholders (as defined in the Proxy Statement)) on the basis of one (1) SpinCo Share per each outstanding common share of BriaCell (each, a “BriaCell Share”).

In connection with the Arrangement, and prior to the effective date thereof, BriaCell intends to effect a reorganization (the “BriaCell Reorganization”) pursuant to which, among other things, it will transfer to SpinCo, under the Plan of Arrangement, the SpinCo Assets. Upon the completion of the Arrangement, the shareholders of BriaCell (other than Dissenting Shareholders) will own shares in two companies: SpinCo, which will focus on the SpinCo Assets and BriaCell, which will continue to focus on immuno-oncology biotechnology with a strong focus on cancer immunotherapy.

The board of directors of BriaCell has determined that the Arrangement is fair and is in the best interests of BriaCell and its shareholders and unanimously recommends that shareholders vote in favour of the special resolution of the shareholders approving the Arrangement.

To become effective, the Arrangement Resolution must be approved by a special resolution passed by a majority of not less than two-thirds of the votes cast by BriaCell shareholders who vote in respect of the resolution.

The accompanying notice of meeting and Proxy Statement provide a full description of the Arrangement and includes certain additional information to assist you in considering how to vote in respect of the Arrangement. You are encouraged to consider carefully all of the information in the Proxy Statement, including the documents incorporated by reference therein and consult with your financial, legal, tax or other professional advisors.

Your vote is important regardless of the number of BriaCell Shares that you own. If you are a registered BriaCell shareholder, we encourage you to complete, sign, date and return the enclosed instrument of proxy by no later than 48 hours (excluding weekends and holidays) prior to the day of the Meeting, to ensure that your shares are voted at the Meeting in accordance with your instructions, whether or not you are able to attend the Meeting. If you hold your BriaCell Shares through a broker or other intermediary, you should follow the instructions provided by them to vote your BriaCell Shares.

If you are a registered BriaCell shareholder, we also encourage you to complete and return the accompanying letter of transmittal (“Letter of Transmittal”) together with the certificate(s) (if any) representing your BriaCell Shares and any other required documents and instruments, to Computershare Investor Services Inc., acting as the depositary, in the accompanying return envelope in accordance with the instructions set out in the Letter of Transmittal so that, if the Arrangement is completed, the New BriaCell Shares (as defined in the Proxy Statement) and the SpinCo Shares which you would be entitled to receive pursuant to the Plan of Arrangement may be sent to you as soon as possible after the Arrangement becomes effective. The Letter of Transmittal contains other procedural information related to the Arrangement, and should be reviewed carefully. If you hold your BriaCell Shares through a broker or other intermediary, please contact them for instructions and assistance in receiving New BriaCell Shares and SpinCo Shares in exchange for your BriaCell Shares. Assuming that all conditions to completion of the Arrangement are satisfied, it is anticipated that the Arrangement will become effective on or about August 25, 2023.

Virtual Meeting

We are excited to embrace virtual meeting technology, which we believe provides expanded access, improved communications and cost and time savings for our shareholders and the Company. A virtual meeting enables increased shareholder attendance and participation from locations around the world. We believe the cost and time savings afforded by a virtual meeting encourages more shareholders to attend the Meeting. Accordingly, BriaCell has planned to hold the Meeting exclusively as a virtual (by electronic means) shareholder meeting, as it will afford all BriaCell shareholders, regardless of geographic location and equity ownership, an equal opportunity to participate at the Meeting. Shareholders of BriaCell will not be able to attend the Meeting in person. A summary of the information which shareholders of BriaCell will need to virtually attend the Meeting is provided in the Proxy Statement.

On behalf of BriaCell, we thank all shareholders for their ongoing support.

Yours very truly,

(signed) “Jamieson Bondarenko”

Chairman of the Board

Jamieson Bondarenko

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders (the “BriaCell Shareholders”) of common shares (the “BriaCell Shares”) of BriaCell Therapeutics Corp. (“BriaCell”) will be held virtually via live audio-only webcast, available at https://web.lumiagm.com/472787272 on August 18, 2023 at 10:00 a.m. (Eastern time). You are cordially invited to attend the special meeting for the purpose of considering and voting on the following proposals, more fully described below in this proxy statement, which is dated July 24, 2023, and is first being mailed to shareholders on or about that date:

The transaction (the “Arrangement”) is proposed to be completed pursuant to the provisions of an arrangement agreement dated May 24, 2023 between BriaCell and SpinCo, the Interim Order and the provisions of Section 288 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court).

Registered BriaCell Shareholders as of the Record Date (being, July 18, 2023, as defined below) have a right of dissent in respect of the Arrangement Resolution, and a right to be paid the fair value of the BriaCell Shares in respect of which they have validly exercised dissent rights in strict accordance with the provisions of the Plan of Arrangement and Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court). Such dissent rights are described in the accompanying proxy statement (and specifically, Schedule “D”). Failure to strictly comply with required procedure may result in the loss of any right of dissent.

A Registered BriaCell Shareholder is not entitled to dissent with respect to such holder’s BriaCell Shares if such holder votes any of those shares in favour of the Arrangement Resolution. If you are a beneficial owner of BriaCell Shares that are registered in the name of a broker, investment dealer, bank trust company, custodian or other intermediary and wish to dissent, you should be aware that ONLY REGISTERED HOLDERS OF BRIACELL SHARES ARE ENTITLED TO EXERCISE RIGHTS OF DISSENT. A registered shareholder who holds BriaCell Shares for more than one beneficial owner, some of whom wish to exercise dissent rights, must exercise dissent rights on behalf of such holders who wish to dissent. A dissenting shareholder may dissent only in respect of all of the BriaCell Shares held on behalf of any one beneficial owner and registered in the name of such dissenting shareholder. See “Dissent Rights to the Arrangement”.

This notice of meeting is accompanied by the: (1) proxy statement; (2) the accompanying proxy card (the “Proxy Card”) or voting instruction form (the “VIF”); and (3) the letter of transmittal (collectively, the “Proxy Materials”). The Company is not sending the Proxy Materials to registered BriaCell Shareholders or non-registered BriaCell Shareholders using notice-and-access delivery procedures defined under NI 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuers and National Instrument 51-102 – Continuous Disclosure Obligations.

The record date for the determination of BriaCell Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is July 18, 2023 (the “Record Date”). BriaCell Shareholders whose names have been entered in the register of BriaCell Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. If you are unable to virtually attend the Meeting, please complete, sign and date the enclosed instrument of proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the instrument of proxy accompanying this notice of meeting.

BriaCell Shareholders may attend the Meeting live via webcast or may be represented by proxy. Registered BriaCell Shareholders who are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof via the webcast are requested to date, sign and return the accompanying Proxy Card for use at the Meeting or any adjournment(s) or postponement(s) thereof and deposit it with the Company’s transfer agent, Computershare Investor Services Inc., Proxy Department 8^th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1.

It is desirable that as many BriaCell Shares as possible be represented at the Meeting. Accordingly, whether or not you expect to virtually attend the Meeting, please exercise your right to vote, as follows:

The Proxy Statement provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice of meeting. BriaCell Shareholders who are planning to return a Proxy Card or VIF are encouraged to review the Proxy Statement carefully before depositing the Proxy Card or VIF, as applicable. If you have any questions about any of the information or require assistance in completing Proxy Card or VIF for your BriaCell Shares, as applicable, please consult your financial, legal, tax and other professional advisors.

THE SECURITIES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT HAVE NOT BEEN RECOMMENDED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES OR ANY CANADIAN SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED ON THE ACCURACY OR ADEQUACY OF THE PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The New BriaCell Shares, SpinCo Shares, BriaCell Replacement Options and SpinCo Options (each, as defined in the Proxy Statement) to be distributed or deemed to be distributed under the Arrangement have not been registered under the United States Securities Act of 1933, as amended, and are being distributed in reliance on the exemption from registration set forth in Section 3(a)(10) thereof on the basis of the approval of the Court as described in this Proxy Statement. The solicitation of proxies is subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended. Accordingly, the Proxy Statement has been prepared in accordance with applicable Canadian disclosure requirements. Residents of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the United States Securities Exchange Act of 1934, as amended.

Virtual Meeting

We are excited to embrace virtual meeting technology, which we believe provides expanded access, improved communications and cost and time savings for our shareholders and the Company. A virtual meeting enables increased shareholder attendance and participation from locations around the world. We believe the cost and time savings afforded by a virtual meeting encourages more shareholders to attend the Meeting. Accordingly, BriaCell has planned to hold the Meeting exclusively as a virtual (by electronic means) shareholder meeting, as it will afford all BriaCell Shareholders, regardless of geographic location and equity ownership, an equal opportunity to participate at the Meeting. BriaCell Shareholders will not be able to attend the Meeting in person.

BriaCell is pleased to embrace virtual meeting technology, which it believes provides expanded access, improved communications and cost and time savings for the BriaCell Shareholders and BriaCell. A virtual meeting enables increased shareholder attendance and participation from locations around the world, and BriaCell believes that the cost and time savings afforded by a virtual meeting encourages more BriaCell Shareholders to attend the Meeting. A summary of the information which BriaCell Shareholders will need to virtually attend the Meeting is provided in the accompanying Proxy Statement.

DATED at Vancouver, British Columbia this 24^th day of July, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Jamieson Bondarenko”

Jamieson Bondarenko

Chairman of the Board

Table of Contents

Glossary of Terms

In this Proxy Statement, the following capitalized words and terms shall have the following meanings:

In addition: (i) words and phrases used herein and defined in the Arrangement Agreement and not otherwise defined herein shall have the same meaning herein as in the Arrangement Agreement unless the context requires otherwise; and (ii) words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

General information about the special meeting and voting

Proxy Materials

Why am I receiving these materials?

Management of the Company is using this Proxy Statement to solicit proxies for use at the Meeting to be held via live webcast on August 18, 2023.

The following proxy materials are being posted online and being mailed out to BriaCell Shareholders: (1) the proxy statement; (2) the letter of transmittal (“Letter of Transmittal”) and (3) the accompanying proxy card (“Proxy Card”) or voting instruction form (“VIF”) (collectively and including the Notice of Meeting, the “Proxy Materials”).

As a BriaCell Shareholder, you are invited to attend the Meeting and are entitled and requested to vote on the business items described in this Proxy Statement. This Proxy Statement is furnished in connection with the solicitation of proxies by or on behalf of management of the Company. This Proxy Statement is designed to assist you in voting your shares and includes information that we are required to provide under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and applicable Canadian securities laws.

The Proxy Materials are being sent to both registered and non-registered BriaCell Shareholders. In some instances, the Company has distributed copies of the Proxy Materials to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively “Intermediaries”, and each an “Intermediary”) for onward distribution to BriaCell Shareholders whose shares are held by or in the custody of those Intermediaries (“Non-Registered Shareholders”). The Intermediaries are required to forward the Proxy Materials to Non-Registered Shareholders.

Advice to Beneficial Holders of BriaCell Shares

The following information is of significant importance to Non-Registered Shareholders (being, BriaCell Shareholders who do not hold BriaCell Shares in their own name). Non-Registered Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (being, those whose names appear on the records of BriaCell as the registered holder of BriaCell Shares).

If BriaCell Shares are listed in an account statement provided to a BriaCell Shareholder by an Intermediary, then in almost all cases those BriaCell Shares will not be registered in the BriaCell Shareholder’s name on the records of BriaCell. Such BriaCell Shares will most likely be registered under the names of the BriaCell Shareholder’s Intermediary or an agent of that Intermediary. In Canada, the vast majority of such BriaCell Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the U.S., under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Non-Registered Shareholders in advance of BriaCell Shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. There are two kinds of beneficial owners - those who object to their name being made known to the issuers of securities which they own (called “OBOs” or “Objecting Beneficial Owners”) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” or “Non-Objecting Beneficial Owners”).

BriaCell is taking advantage of the provisions of NI 54-101, which permit it to directly deliver proxy-related materials to its NOBOs. As a result NOBOs can expect to receive a scannable VIF from the Transfer Agent. These VIFs are to be completed and returned to the Transfer Agent in the envelope provided or by facsimile. In addition, the Transfer Agent provides both telephone and internet voting options, as described in the VIF. The Transfer Agent will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions with respect to the BriaCell Shares represented by the VIFs they receive.

Solicitation of proxies from Non-Registered Shareholders will be carried out by Intermediaries. Non-Registered Shareholders who have received the Proxy Materials from their Intermediary should follow the directions of their Intermediary with respect to the procedure to be followed for voting at the Meeting.

Generally, Non-Registered Shareholders will either:

If you are a Non-Registered Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained from your Intermediary in accordance with applicable securities regulatory requirements. By choosing to send the Proxy Materials to you directly, the Company (and not your Intermediary) has assumed responsibility for: (i) delivering the Proxy Materials to you; and (ii) executing your proper voting instructions.

In the event that voting instructions are requested from OBOs, such instructions will typically be sought by the BriaCell Shareholder receiving either an instrument of proxy or a VIF. If an instrument of proxy is supplied to you by your Intermediary, it will be similar to the proxy provided to Registered Holders by BriaCell. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf. Most Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and the U.S. Broadridge obtains voting instructions by mailing a voting instruction form (the “Broadridge VIF”) which appoints the same persons as BriaCell’s proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a beneficial shareholder of BriaCell), other than the persons designated in the Broadridge VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the Broadridge VIF. The completed Broadridge VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting.

What is included in the proxy materials?

The Proxy Materials include:

What information is contained in this Proxy Statement?

The information contained in this Proxy Statement relates to the proposals to be voted on at the Meeting and the voting process.

I share an address with another BriaCell Shareholder, and we received only one paper copy of the Proxy Materials. How may I obtain an additional copy?

We have adopted a procedure called “householding”, which the SEC has approved. If you share an address with another BriaCell Shareholder, you may receive only one set of Proxy Materials unless you have provided contrary instructions. If you wish to receive a separate set of the materials, please request the additional copy by contacting our Corporate Secretary at glevin@briacell.com or by calling us at 604-921-1810.

A separate set of the Proxy Materials will be sent promptly following receipt of your request.

If you are a BriaCell Shareholder of record and wish to receive a separate set of Proxy Materials in the future, or if you have received multiple sets of Proxy Materials and would like to receive only one set in the future, please contact Computershare at:

Computershare Investor Services

100 University Ave., 8th Floor, North Tower

Toronto, ON M5J 2Y1

Canada

1-800-564-6253

If you are a Non-Registered Shareholder and you wish to receive a separate set of Proxy Materials in the future, or if you have received multiple sets of Proxy Materials and would like to receive only one set in the future, please contact your bank or broker directly.

BriaCell Shareholders also may write to, or email us, at the address below to request a separate copy of the Proxy Materials:

BriaCell Therapeutics Corp.

Attn: Corporate Secretary

3^rd Floor, Bellevue Centre

235-15^th Street

West Vancouver, British Columbia, Canada

V7T 2X1

glevin@briacell.com

A virtual meeting enables increased shareholder attendance and participation from locations around the world. We believe the cost and time savings afforded by a virtual meeting encourages more shareholders to attend the Meeting. The Meeting will be conducted virtually, by way of a live audio webcast only. BriaCell Shareholders will not be able to attend the Meeting in person. BriaCell Shareholders of the Company and duly appointed proxyholders can attend the Meeting virtually by going to https://web.lumiagm.com/472787272 and using the password: briacell2023sm. Please do not Google search. Do not use Internet Explorer. The best browser for using the Lumi platform is Google Chrome.

Who will solicit and pay the cost of soliciting proxies for the Meeting?

The Company will bear the cost of solicitation, including the cost of preparing, printing and mailing the materials in connection with the solicitation of proxies. This solicitation of proxies is being made to BriaCell Shareholders by mail but may be supplemented by telephone or other personal contact. The Company’s officers and regular employees, on behalf of the Company without being additionally compensated, may solicit proxies personally and by mail, telephone, facsimile or electronic communication at nominal cost to the Company.

The Company will not reimburse Intermediaries such as brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy materials to Non-Registered Shareholders.

What items of business will be voted on at the Meeting?

The business items to be voted on at the Meeting are:

What are my voting choices?

You may vote “FOR”, “AGAINST” or “ABSTAIN” the Arrangement.

You may vote “FOR”, “AGAINST” or “ABSTAIN” the SpinCo Incentive Plan.

You may vote “FOR”, “AGAINST” or “ABSTAIN” the ratification of certain awards granted by BriaCell in August 2022.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares “FOR” the Arrangement; “FOR” the SpinCo Incentive Plan; and “FOR” the ratification of certain awards granted by BriaCell in August 2022.

What is the quorum for the Meeting?

The presence of two BriaCell Shareholders who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33 1/3% of the shares entitled to be voted will constitute a quorum for the transaction of business at the Meeting.

What vote is required to approve each item?

As described below under “Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?”, broker non-votes will be counted for determining the presence or absence of a quorum for the transaction of business at the Meeting, but will not be considered votes cast with respect to any proposal.

What happens if additional items are presented at the Meeting?

As of the date of this Proxy Statement, Management knows of no such amendments, variations or other matters to come before the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy Card to vote such proxy according to their best judgment.

Where can I find the voting results?

We expect to announce preliminary voting results at the Meeting and to publish final results in a current report on Form 8-K that we will file with the SEC and in a report of voting results in accordance with National Instrument 51-102 – Continuous Disclosure Obligations that we will file in Canada on SEDAR promptly following the Meeting. Both the Form 8-K and report on voting results will also be available on the “Investor Relations” section of our website at www.briacell.com/investor-relations.

How You Can Vote

The Record Date

The Record Date for determining the Registered Holders entitled to receive notice of and to vote at the Meeting is July 18, 2023.

What shares can I vote?

You are entitled to vote all shares owned by you on the Record Date, including (1) shares held directly in your name as the shareholder of record and (2) shares held for you as the beneficial owner through an Intermediary. As of the Record Date, there were (i) 48 BriaCell Shareholders of record holding 15,981,726 outstanding Common Shares.

REGISTERED SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM, HER OR IT AT THE MEETING OTHER THAN THE PERSON(S) DESIGNATED IN THE PROXY CARD either by striking out the names of the persons designated in the Proxy Card and by inserting the name of the person or company to be appointed in the space provided in the Proxy Card or by completing another proper Proxy Card and, in either case, delivering the completed proxy to Computershare by mail using the enclosed return envelope to Computershare Investor Services Inc., Proxy Department 8^th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, 48 hours (excluding weekends and holidays) prior to the day of the Meeting

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Most of our BriaCell Shareholders hold their shares through an Intermediary such as a bank, broker or other nominee rather than having the shares registered directly in their own name. Summarized below are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record (Registered Shareholder)

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, you are the shareholder of record of the shares. As the shareholder of record, you have the right to grant a proxy to vote your shares to representatives from the Company or to another person, or to vote your shares electronically at the Meeting. Shareholders of record will receive paper copies of the Proxy Materials containing instructions on how to access and review proxy materials as well as directions on how to vote by proxy.

Beneficial Owner (Non-registered Shareholder)

If your shares are held through a bank, broker or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in street name.

As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct, and you also are invited to attend the Meeting. Your bank, broker, plan trustee or other nominee has provided a voting instruction card, or otherwise provided voting instructions, for you to use in directing how your shares are to be voted.

How can I vote at the Meeting?

The Meeting will be held entirely online to allow greater participation. Shareholders may participate in the Meeting by visiting the following website: https://web.lumiagm.com/472787272. To participate in the Meeting, you will need the 15-digit control number included on your Proxy Card or on the instructions that accompanied your proxy materials. The control number is the username and the password is briacell2023sm. Shares held in your name as the shareholder of record may be voted electronically during the Meeting. Shares for which you are the beneficial owner may be voted electronically during the Meeting if you hold a valid proxy to vote at the Meeting.

Even if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions as described below, so that your vote will be counted if you later decide not to attend.

How can I vote without attending the Meeting?

Whether you hold your shares as a shareholder of record or as a beneficial owner, you may direct how your shares are to be voted without attending the Meeting or any adjournment(s) or postponement(s) thereof. For directions on how to vote, please refer to the following instructions and those included on your proxy or voting instruction card. A proxy form will not be valid unless completed and deposited in accordance with the instructions set out in the proxy form.

If you are a Registered Shareholder, you may vote by submitting a proxy by mail by signing, dating and returning the Proxy Card to Computershare Investor Services Inc., Proxy Department 8^th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, 48 hours (excluding weekends and holidays) prior to the day of the Meeting . If you are a Non-Registered Shareholder, you may vote by submitting voting instructions to the registered owner of your shares in accordance with the instructions on your VIF.

How do I attend the virtual Meeting?

The Meeting will be a completely virtual meeting of BriaCell Shareholders, which will be conducted via live webcast. You are entitled to participate in the Meeting only if you were a Registered Shareholder as of the close of business on July 18, 2023 or if you hold a valid proxy to vote at the Meeting.

You will be able to attend the Meeting online and submit your questions during the Meeting by visiting https://web.lumiagm.com/472787272. You will also be able to vote your shares electronically at the Meeting. To participate, you will need your 15-digit control number included in your proxy materials, on your Proxy Card, or on the instructions that accompanied your proxy materials. The control number is your username and the password is briacell2023sm.

The Meeting will begin promptly at 10:00 a.m., Eastern Time, on August 18, 2023. We encourage you to access the Meeting prior to the start time. Online access will open at 9:00 a.m., Eastern Time, and you should allow ample time to log in to the Meeting webcast and test your computer audio system. Technical assistance will be available if you have difficulty logging into the Meeting via an email address published on the login page to the Meeting.

We recommend that you carefully review the procedures needed to gain admission in advance. If you do not comply with the procedures described here for attending the Meeting online, you will not be able to participate online.

What will I need to attend the virtual Meeting?

If you were a BriaCell Shareholder of record as of the close of business on July 18, 2023, or you hold a valid proxy for the Meeting, you may attend the Meeting, vote, and submit a question during the Meeting, by visiting https://web.lumiagm.com/472787272 and using your 15-digit control number as your username to enter the Meeting. The password is briacell2023sm.

If you are not a BriaCell Shareholder of record but hold shares as a beneficial owner in street name (i.e., a Non-Registered Shareholder), you may join the meeting by obtaining a proxy from the owner of record, or you may join the Meeting as a guest. If you join the Meeting as a guest, you will not be able to submit questions or comments, and you will not be able to vote at the Meeting.

If you do not comply with the procedures outlined above, you will not be admitted to the virtual Meeting.

Will I be able to attend the Meeting without a 15-digit control number?

Yes, you may register to attend the Meeting as a guest, but you will not be able to submit questions or comments and will not be able to vote at the Meeting without your 15-digit control number.

Why a virtual meeting?

We are excited to embrace virtual meeting technology, which we believe provides expanded access, improved communications and cost and time savings for our shareholders and the Company. A virtual meeting enables increased shareholder attendance and participation from locations around the world. We believe the cost and time savings afforded by a virtual meeting encourages more shareholders to attend the Meeting.

With your 15-digit control number, you will be able to attend the Meeting online, submit your questions or comments during the Meeting, and vote your shares electronically at the Meeting, by visiting https://web.lumiagm.com/472787272. We encourage you to vote your shares prior to the Meeting to ensure they are represented. Even if you submit a vote prior to the Meeting, registered Shareholders or duly appointed proxyholders will have an opportunity to vote again during the Meeting and automatically revoke your earlier vote.

What if during the check-in period or during the Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We encourage you to test your computer and internet browser prior to the Meeting, and not to use Internet Explorer as your browser. The best browser for using the Lumi platform is Google Chrome. If you encounter any difficulties accessing the virtual Meeting during check-in or during the meeting, please contact the Lumi Technical Support Specialists through the email address posted on the virtual Meeting login page (https://web.lumiagm.com/472787272). If you are accessing the Meeting, you must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. The chair of the Meeting will have discretion as to whether and how the Meeting should proceed if a technical difficulty arises. In exercising this discretion, the chair of the Meeting will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. For these reasons, Shareholders are encouraged to complete and submit their Proxy Card in advance of the Meeting even if they plan to attend the Meeting online.

How do I submit questions or comments for the Meeting?

Registered Shareholders and duly appointed proxyholders who wish to submit questions or comments may do so during the live webcast of the Meeting at https://web.lumiagm.com/472787272 by selecting the “Messaging” tab at the top of the screen, and entering your comment or question in the “Ask a Question” text box at the top of the messaging screen. Once satisfied with the question, you may click the arrow button to the right of the question field to submit it to the chair of the Meeting.

Instructions will be available on the virtual Meeting site and technical assistance will be available. Questions can be submitted at any time during the Meeting, and the question and answer session will be open until the chair of the Meeting closes the session. It is anticipated that Shareholders will have substantially the same opportunity to ask questions on matters of business before the Meeting as if the Meeting was held in person.

Questions that relate to a specific proposal must indicate which proposal they relate to at the start of the question (e.g. “Proposal 1” or “Arrangement”), and must be submitted prior to voting on the proposal so that these questions can be addressed at the appropriate time during the Meeting. If questions do not indicate which proposal they relate to or are received after voting on the proposal, they will be addressed during the general question and answer session after the formal business of the Meeting. During the question and answer session, the chair of the Meeting will answer as many questions as time permits.

Questions or comments submitted through the Lumi platform will be read or summarized by a representative of the Company, after which the chair of the Meeting will respond or direct the question to the appropriate person to respond. If several questions relate to the same or a very similar topic, the questions will be grouped and participants will be advised that the Company has received similar questions. The chair of the Meeting reserves the right to edit or reject questions that he or she considers appropriate, or to respond to a question after the Meeting. The chair of the Meeting has broad authority to conduct the Meeting in a manner that is fair to all Shareholders and may exercise discretion in the order in which questions are asked and the amount of time devoted to any one question.

How will my shares be voted?

Shares represented by properly executed proxies in favor of persons designated in the printed portion of the enclosed Proxy Card WILL, UNLESS OTHERWISE INDICATED, BE VOTED FOR THE ARRANGEMENT; FOR THE APPROVAL OF THE SPINCO INCENTIVE PLAN; AND FOR THE RATIFICATION OF CERTAIN AWARDS GRANTED BY BRIACELL IN AUGUST 2022. The shares represented by the Proxy Card will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. The enclosed Proxy Card confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice or other matters which may properly come before the Meeting. As of the date of this Proxy Statement, Management knows of no such amendments, variations or other matters to come before the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy Card to vote such proxy according to their best judgment.

Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?

If your shares are held through a brokerage firm, they will be voted as you instruct on the VIF provided by your broker. If you sign and return your VIF without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board.

If you do not return your VIF on a timely basis, your broker will be prohibited from voting your shares without your instructions on any matter to be voted on at the Meeting, since all such matters are “non-routine” matters. These “broker non-votes” will be counted only for the purpose of determining whether a quorum is present at the Meeting and not as votes cast. Such broker non-votes will have no effect on the outcome of the matter.

Will shares that I own as a shareholder of record be voted if I do not return my Proxy Card on a timely basis?

Shares that you own as a BriaCell Shareholder of record will be voted as you instruct on your Proxy Card. If you sign and return your Proxy Card without giving specific instructions, they will be voted in accordance with the procedure set out above under the heading “How will my shares be voted?”

If you do not return your Proxy Card on a timely basis, your shares will not be voted unless you or your proxy holder attends the Meeting via the live webcast or any adjournment(s) or postponement(s) thereof and electronically submits your votes during the Meeting as described above under the heading “How can I vote at the Meeting?”

When is the deadline to vote?

If you hold BriaCell Shares as the shareholder of record, your vote by proxy must be received 48 hours (excluding weekends and holidays) prior to any adjournment(s) or postponement(s) of the Meeting, or must be deposited at the Meeting with the chair of the Meeting before the commencement of the Meeting or any adjournment(s) or postponement(s) thereof.

If you hold shares as a beneficial owner, please follow the voting instructions provided by your Intermediary.

May I change or revoke my vote?

In addition to revocation in any other manner permitted by law, a BriaCell Shareholder who has given a proxy pursuant to this solicitation may revoke it:

For shares you hold as a beneficial owner, you may change your vote by submitting new voting instructions to your Intermediary on a timely basis (which revokes your earlier instructions), or, if you have obtained a legal proxy from the nominee giving you the right to vote your shares, by attending the Meeting and voting via the live webcast.

Description of the Company’s Voting Securities

The Company is authorized to issue an unlimited number of BriaCell Shares without par value. At the close of business on the Record Date, July 18, 2023, there were 48 BriaCell Shareholders of record holding 15,981,726 outstanding BriaCell Shares, and no other shares outstanding.

Voting Rights

The BriaCell Shares carry one vote per share for all matters coming before BriaCell Shareholders at the Meeting.

The holders of BriaCell Shares are entitled to receive notice of any meeting of BriaCell Shareholders, and to attend and vote at those meetings, except those meetings at which holders of a specific class of shares are entitled to vote separately as a class under the BCBCA.

To the knowledge of the Company, as at the Record Date, based on publicly available filings, no person or company beneficially owns, controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company, other than set out in the table below.

Note:

Interest of Certain Persons or Companies in Matters to be acted upon

Except as described elsewhere in this Proxy Statement, Management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (a) any director or executive officer of the Company, (b) any associates or affiliates of any of the persons or companies listed in (a), in any matter to be acted on at the Meeting.

Obtaining Additional Information

How may I obtain financial and other information about BriaCell?

Our audited annual consolidated financial statements for the year ended July 31, 2022 are included in our Annual Report on Form 10-K. We filed our Annual Report on Form 10-K with the SEC on October 28, 2022 and concurrently filed the Annual Report on Form 10-K on SEDAR at www.sedar.com. The Annual Report on Form 10-K is available free of charge on the “Investor Relations” section of our website at www.briacell.com/investor-relations, on the SEC’s website at www.sec.gov, and on SEDAR at www.sedar.com.

By writing to us, BriaCell Shareholders also may obtain, without charge, a copy of our articles, code of conduct and Board standing committee charters.

What if I have questions for the Company’s transfer agent?

If you are a BriaCell Shareholder of record and have questions concerning share certificates, ownership transfer or other matters relating to your share account, please contact our transfer agent at the following address:

Computershare Investor Services Inc.

Proxy Department,

8^th Floor, 100 University Avenue,

Toronto, Ontario M5J 2Y1

How do I obtain additional copies of this Proxy Statement or voting materials?

If you need additional copies of this Proxy Statement or the Proxy Materials, please contact us at:

BriaCell Therapeutics Corp.

Attn: Corporate Secretary

Suite 300 – 235 15th Street,

West Vancouver, British Columbia V7T 2X1

glevin@briacell.com

Cautionary Note Regarding Forward Looking-Statements

This Proxy Statement contains “forward-looking statements” or “forward-looking information” within the meaning of applicable Canadian Securities Legislation and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking information is provided as of the date of this Proxy Statement or, in the case of documents incorporated by reference herein, as of the date of such documents and neither BriaCell nor SpinCo intend to, nor do they assume any obligation, to update this forward-looking information, except as required by law. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking information is based on reasonable assumptions that have been made by BriaCell and/or SpinCo, as applicable, as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of BriaCell and/or SpinCo to be materially different from those expressed or implied by such forward-looking information, including but not limited to, the following risks, uncertainties and factors: (i) BriaCell not obtaining court, shareholder or regulatory approvals required to proceed with the Arrangement; (ii) unexpected tax consequences in connection with the Arrangement; (iii) unanticipated material expenditures required by BriaCell prior to, or following, the completion of the Arrangement; (iv) the capital markets valuing BriaCell and/or SpinCo (assuming the completion of the Arrangement) in a manner not anticipated by Management; (v) the benefits of the Arrangement not being realized as anticipated; (vi) unanticipated changes in, and factors relating to, (a) the market and demand for the services and products from time to time offered by BriaCell and/or SpinCo, and (b) interest in, and uptake of, the various services and programs from time to time offered by BriaCell and/or SpinCo; (vii) the inability of Management (prior to the completion of the Arrangement) and/or management of SpinCo (assuming the completion of the Arrangement), to develop the SpinCo Assets; (vii) risks and uncertainties inherent in or associated with, and/or factors affecting, (a) the respective business objectives and activities of BriaCell and SpinCo, (b) the healthcare industry in Canada, the U.S., and such other jurisdictions in which BriaCell and/or SpinCo may from time to time conduct business, (c) violations of laws and regulations, (d) reliance on the capabilities and experience of key executives, scientists, and other third parties, and (e) changes to legislation; (ix) the inability of BriaCell (prior to the completion of the Arrangement) and SpinCo (assuming the completion of the Arrangement) to develop the SpinCo Assets as anticipated or desired; (x) BriaCell’s inability to (a) obtain regulatory approvals, as required, prior to initiating any clinical trials, (b) meet eligibility requirements for clinical testing and more complex clinical trials, (c) obtain regulatory approvals prior to any clinical trials, or obtain approval of phase 1 human trials, if any, and (d) generate patient member growth; (xi) unfavourable publicity or consumer perception; (xii) negative results from clinical trials; (xii) negative operating cash flow and continued operations as a going concern; (xiv) the risks and costs associated with being a publicly traded company; (xv) limited operating history of SpinCo (assuming the completion of the Arrangement); (xvi) conflicts of interest; (xvii) the failure of BriaCell and/or SpinCo to achieve any or all of their respective publicly announced milestones according to schedule, or at all; (xviii) misconduct or other improper activities by employees and other personnel; (xxiv) BriaCell and/or SpinCo’s inability to expand its respective business and operations through acquisitions or collaborations; (xxv) product liability claims; (xxi) risks related to third-party licenses; (xxii) changes in patent law; (xxiii) litigation regarding patents, patent applications, and other proprietary rights; (xxv) inability to enforce legal rights, and/or judgements, in foreign jurisdictions; (xxvi) inaccuracies in the projections and estimates of BriaCell and/or SpinCo; (xxvii) the impact and effects of interest and foreign currency exchange rate fluctuations and/or global financial conditions on the operations of BriaCell and/or SpinCo; (xxviii) risks and uncertainties inherent in or associated with, (a) competition from other companies directly or indirectly engaged in the industry or industries within which BriaCell and SpinCo operate from time to time, (b) stock price fluctuations, (c) political and/or economic developments, (d) environmental and related matters, (e) insurance, and (f) cost estimates, financing, infrastructure, cost overruns, timeliness of government approvals, and taxation; (xxix) unpredictability and volatility in the market price of the securities of BriaCell and SpinCo (following completion of the Arrangement) (including, an inability to achieve an active or liquid market therefor); (xxx) the speculative nature of an investment in the securities of BriaCell and SpinCo; (xxxi) risks associated with, and the impact of, any additional issuances of the securities of BriaCell and SpinCo (including dilution to the respective securityholders); (xxxii) general economic, market and business conditions; (xxxiii) inadequate internal controls over financial reporting; (xxxiv) violations of laws and regulations; (xxxv) cyber-attacks; (xxxvi) failure to obtain industry partner and other third party consents and approvals when required; (xxxvii) delays in obtaining permits and licenses for product development; (xxxviii) competition for, among other things, capital and skilled personnel; (xxxix) incorrect assessments of the value of acquisitions or dispositions; (xl) an inability on the part of BriaCell and/or SpinCo to meet their respective obligations to their respective creditors from time to time; (xli) unanticipated actions taken by regulatory authorities with respect to biotechnology development and clinical activities; (xlii) inadequacy of insurance coverage; and (xliii) such other factors discussed in the section entitled “Risk Factors” herein. Other documents incorporated by reference in the Proxy Statement, such as the audited financial statements of BriaCell as at, and for the financial years ended, 2022 and 2021 (together with the auditor’s report thereon and the notes thereto) and related management’s discussion and analysis for the financial years ended 2022 and 2021, each include forward-looking information with respect to, among other things, BriaCell’s corporate development and strategy. Forward-looking information is based on certain assumptions that BriaCell and SpinCo believe are reasonable, including that the required shareholder, court and regulatory approvals for the transactions described in this Proxy Statement will be obtained; receipt and/or maintenance of required licenses and third-party consents in a timely matter; that the transactions described in this Proxy Statement will be completed as disclosed herein; that the current directors and officers of BriaCell will continue in their respective capacities as directors and officers of BriaCell, as applicable; that sufficient working capital will be available for both BriaCell and SpinCo; that BriaCell will remain listed on both NASDAQ and the TSX; that SpinCo will become an unlisted reporting issuer in Canada; that shareholdings of certain shareholders of BriaCell will not change prior to the closing of the transactions described herein; that the general business and economic conditions will not change in a material adverse manner; that financing will be available to BriaCell and SpinCo, if and when needed, on reasonable terms; and that BriaCell will not experience any material labour dispute, accident, or failure of plant or equipment and such other assumptions and factors as set out herein.

Although each of BriaCell and SpinCo has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information. BriaCell does not undertake to update any forward-looking information contained herein or that is incorporated by reference herein, except in accordance with applicable securities laws.

Overview of Proposals to be Voted on

Proposals 1, 2 and 3 are included in this Proxy Statement at the direction of the Board. Our Board unanimously recommends that you vote “FOR” the Arrangement in Proposal 1; “FOR” the SpinCo Incentive Plan in Proposal 2; and “FOR” the ratification of certain awards granted by BriaCell in August 2022 in Proposal 3.

Proposal 1 – Approval of the Arrangement

Summary

The following is a summary of the principal features of the Arrangement and should be read together with the more detailed information and financial data and statements contained elsewhere in this Proxy Statement, including the schedules hereto. This summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere herein.

No person has been authorized by BriaCell or SpinCo to give any information (including any representations) in connection with the matters to be considered at the Meeting other than the information contained in this Proxy Statement. This Proxy Statement does not constitute an offer to buy, or a solicitation of an offer to acquire, any securities, or a solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or is unlawful. Information contained in this Proxy Statement should not be construed as legal, tax or financial advice, and BriaCell Shareholders should consult their own professional advisors concerning the consequences of the Arrangement in their own circumstances.

This Proxy Statement and the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement have not been approved or disapproved by any securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or merits of such transactions or upon the accuracy or adequacy of the information contained in this Proxy Statement. Any representation to the contrary is unlawful.

At the Meeting, BriaCell Shareholders will be asked to vote for or against the resolution to approve the Arrangement (the “Arrangement Resolution”). The Arrangement Resolution must be passed by not less than two thirds of the votes cast by BriaCell Shareholders present by proxy who are entitled to vote at the Meeting.

Background to the Arrangement

Beginning in calendar Q1 2023, BriaCell commenced a review of strategic alternatives relating to the SpinCo Assets. BriaCell determined that its market capitalization reflected little if any value for the SpinCo Assets. By developing the SpinCo Assets in a separate corporate entity, BriaCell believed that it could, among other possible benefits, (i) unlock the significant development potential of the SpinCo Assets, (ii) realize independent value in the SpinCo Assets for the benefit of all BriaCell Shareholders, and (iii) allow each of BriaCell and SpinCo to focus on their respective research and development programs, with BriaCell able to dedicate its resources principally to its more advanced, cancer immunotherapy drug candidates and upcoming clinical trials. See “Reasons for the Arrangement”.

In February and March 2023, BriaCell worked with its external legal and tax advisors to address a range of tax, securities law and other structural considerations. They assisted BriaCell in developing a structure for the Arrangement that would, among other things, (i) house the SpinCo Assets in SpinCo, a newly-established, unlisted reporting issuer, (ii) provide all BriaCell shareholders with a direct ownership interest in SpinCo, with BriaCell initially retaining a two-third majority interest, and (iii) give SpinCo access to BriaCell’s personnel and back office systems and support for a transitional period under the terms of a shared services agreement, while SpinCo worked to develop those capabilities independently. See “Transition Services Agreement”.

On May 24, 2023, the BriaCell board met and unanimously approved the Arrangement. The general terms of the Arrangement were announced on March 30, 2023.

Following that announcement, in April and May 2023, BriaCell worked with its external legal advisors to formalize the terms of the Transaction and prepare the Arrangement Agreement and Plan of Arrangement. BriaCell retained BDO Canada LLP as independent financial and valuation advisor to provide a valuation for the SpinCo Assets and to deliver a fairness opinion to the BriaCell Shareholders. BriaCell worked with its advisors to address tax considerations and finalize the structure of the Arrangement. Mechanics were established for the equitable treatment of BriaCell Shareholders, BriaCell Warrantholders and BriaCell Optionholders in the Arrangement.

On May 24, 2023, the board of directors of BriaCell unanimously (a) determined that the Arrangement is in the best interests of BriaCell and fair, from a financial point of view, to shareholders, (b) approved the Arrangement and the Arrangement Agreement, and (c) recommended that shareholders vote in favor of the Arrangement at the Meeting. In determining to support the Arrangement, the BriaCell board relied in part on the opinion of BDO Canada LLP that the consideration to be received by BriaCell shareholders under the Arrangement is fair, from a financial point of view, to shareholders. See “BDO Fairness Opinion”.

On May 25, 2023, BriaCell announced the signing of the Arrangement Agreement and Plan of Arrangement.

On June 21, 2023, the BriaCell board unanimously approved, among other things, the establishment of a record date of July 18, 2023 and a Meeting date of August 18, 2023, and the filing of the Proxy Statement with the SEC.

Reasons for the Arrangement

At the moment, the capital markets value the SpinCo Assets together with all of BriaCell’s other operations. By completing the Arrangement, BriaCell believes that the capital markets will value the SpinCo Assets separately and independently of BriaCell’s other business, which should create additional value for BriaCell Shareholders. BriaCell believes that the Arrangement is in the best interests of BriaCell in order to focus respective efforts on new BriaCell studies and SpinCo Assets.

In the course of its deliberations, the BriaCell Board also identified and considered a variety of risks and potentially negative factors, including, but not limited to, the risks set out under “Arrangement Risk Factors”.

The foregoing discussion summarizes the material information and factors considered by the BriaCell Board in its consideration of the Arrangement. The BriaCell Board reached a unanimous decision with respect to the Arrangement in light of the factors described above and other factors that each member of the BriaCell Board felt were appropriate. In view of the wide variety of factors and the quality and amount of information considered, the BriaCell Board did not find it useful or practicable to, and did not make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its respective determination. Individual members of the BriaCell Board may have given different weight to different factors.

For further information on the reasons for the Arrangement, see “Recommendation of the BriaCell Board”.

Principal Steps of the Arrangement

The Arrangement will be completed by way of plan of arrangement pursuant to Section 288 of the BCBCA involving BriaCell, the Securityholders and SpinCo. The Arrangement will become effective on the Effective Date, subject to satisfaction of the applicable conditions. The disclosure of the principal features of the Arrangement among BriaCell, the Securityholders, SpinCo and IPCo, as summarized herein, is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is available under BriaCell’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Capitalized terms in this “Principal Steps of the Arrangement” section not defined herein have meanings given to them in the Plan of Arrangement.

Commencing at the Effective Time, each of the steps, events or transactions set out below shall, except for steps, events or transactions deemed to occur concurrently with other steps, events or transactions as set out below, occur and shall be deemed to occur consecutively in ten minute intervals in the following order (or in such other manner, order or times as BriaCell and SpinCo may agree in writing) without any further act or formality (notwithstanding anything contained in the provisions attaching to any of the securities of BriaCell or SpinCo), except as otherwise provided herein:

and IPCo shall cease to be an “unlimited liability company” and will thereafter be a “limited company”, each as defined in the BCBCA.

and the holders of such BriaCell Class A Shares shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such BriaCell Class A Shares;

provided that the aforesaid exercise prices will be rounded up to the nearest whole cent and will be further adjusted to the extent required to ensure that the aggregate In the Money Amount of the BriaCell Replacement Option and the SpinCo Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the BriaCell Option so exchanged. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of BriaCell Options. The term to expiry, conditions to and manner of exercise and other terms and conditions of each of the BriaCell Replacement Options and SpinCo Options shall be the same as the terms and conditions of the BriaCell Option for which it is exchanged, provided each SpinCo Option shall be governed by the terms and conditions of the SpinCo Incentive Plan and, in the event of any inconsistency or conflict the SpinCo Incentive Plan shall govern. Any document previously evidencing a BriaCell Option shall thereafter evidence and be deemed to evidence the corresponding BriaCell Replacement Options and SpinCo Options and no certificates evidencing the BriaCell Replacement Options and SpinCo Options shall be issued.

No fractional SpinCo Shares will be distributed by BriaCell or SpinCo upon the exercise of BriaCell Warrants, BriaCell Options, or SpinCo Options following the Effective Time, and the number of New BriaCell Shares or SpinCo Shares, as applicable, actually distributable to a holder of BriaCell Warrants, BriaCell Options, or SpinCo Options following the Effective Time, as the case may be, will be rounded down to the next lower whole number, and the fractional entitlement will be cancelled without any compensation or other consideration therefor. For greater certainty, in calculating such fractional interests, all fractional entitlements will be aggregated prior to rounding.

Upon the completion of the Arrangement, the BriaCell Shareholders (other than Dissenting Shareholders) will own shares in two companies: SpinCo, an unlisted public company, which will focus on the SpinCo Assets and BriaCell, a listed public company which will continue to focus on immuno-oncology biotechnology with a strong focus on cancer immunotherapy. The Arrangement is subject to a number of conditions including TSX and NASDAQ acceptance, approval by the BriaCell Shareholders and Court approval.

Effects of the Arrangement

The Companies

BriaCell, a BCBCA incorporated company, is listed on the TSX and NASDAQ and is a leading immuno-oncology biotechnology company with a strong focus on cancer immunotherapy.

SpinCo is a subsidiary of BriaCell incorporated under the BCBCA for the purpose of completing the Arrangement. As of the Effective Date, SpinCo will directly or indirectly own the SpinCo Assets. SpinCo will be an unlisted reporting issuer in the provinces of British Columbia, Ontario and Alberta.

Effects for Shareholders

As a result of the Arrangement, BriaCell Shareholders will no longer hold their BriaCell Shares and instead, will receive one (1) New BriaCell Share and one (1) SpinCo Share for every one (1) BriaCell Share held at the Effective Time, and as a result, will hold shares in two companies following completion of the Arrangement. No fractional shares shall be issued and any fractional share shall be rounded down to the nearest whole share.

SpinCo Shares issued to BriaCell Shareholders will, in aggregate, represent 33.33% ownership of SpinCo Shares upon closing of the Arrangement, with BriaCell initially retaining a 66.67% ownership interest in SpinCo.

Options Treatment

As part of the Plan of Arrangement, each outstanding BriaCell Option will be exchanged for one BriaCell Replacement Option and one SpinCo Option. See “Principal Steps of the Arrangement” in this Proxy Statement.

The purpose of the BriaCell Omnibus Plan is to foster a proprietary interest in BriaCell and provide a long-term performance-related incentive for executive officers, employees and contractors of BriaCell and its subsidiaries. SpinCo proposes, subject to shareholder approval, to adopt the SpinCo Incentive Plan, for the same purpose. Following the closing of the Arrangement and the exchange of BriaCell Options for BriaCell Replacement Options and SpinCo Options under the Plan of Arrangement, as described below, BriaCell Replacement Options (and, any new options of BriaCell granted thereafter) will continue to be governed by the BriaCell Omnibus Plan or BriaCell Stock Option Plan, as applicable, based on the original issuance of such BriaCell Options, and SpinCo Options shall be governed by the SpinCo Incentive Plan. Since the BriaCell Stock Option Plan was superseded by the BriaCell Omnibus Plan, BriaCell no longer grants BriaCell Options under the BriaCell Stock Option Plan.

As part of the Plan of Arrangement, the exercise price of the BriaCell Options exchanged will be apportioned between the BriaCell Replacement Options and the SpinCo Options, subject to adjustments as provided for therein. The exercise prices of the BriaCell Replacement Options and the SpinCo Options shall comply with the requirements of the TSX and NASDAQ, respectively, and be set at amounts such that the aggregate In The Money Amount of the BriaCell Replacement Options and SpinCo Options does not exceed the In The Money Amount of the BriaCell Options immediately before the exchange.

None of the initial proposed directors or officers of SpinCo are expected to receive additional compensation as a consequence of their dual roles, beyond the continued vesting of their SpinCo Options and/or BriaCell Replacement Options, as applicable.

Warrants Treatment

In connection with the Arrangement, each BriaCell Warrant shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof following the Effective Time, one New BriaCell Share and one SpinCo Share for the original exercise price. The treatment of the BriaCell Warrants in connection with the Arrangement is being effected in accordance with the BriaCell Warrant Documents, as applicable, and the certificates representing the BriaCell Warrants. No fractional shares shall be issued on the exercise of BriaCell Warrants and any fractional amount shall be rounded down to the nearest whole share. See “Principal Steps of the Arrangement”.

Pursuant to the Arrangement Agreement, upon the exercise of BriaCell Warrants following the Effective Date, BriaCell shall, as agent for SpinCo, collect and pay to SpinCo an amount for each one (1) SpinCo Share so issued that is equal to the exercise price under the BriaCell Warrant multiplied by the fair market value of one (1) SpinCo Share at the Effective Time divided by the total fair market value of one (1) New BriaCell Share and one (1) SpinCo Share at the Effective Time, subject to TSX approval. For purposes of the Arrangement Agreement, fair market value of the New BriaCell Shares and the SpinCo Shares shall be determined by the BriaCell Board, acting in good faith.

As of the date of this Proxy Statement there are issued and outstanding an aggregate of 8,121,650 BriaCell Warrants as follows:

Notes:

As such, the maximum number of SpinCo Shares issuable should the BriaCell Warrants be exercised in full is 8,121,650.

Directors and Officers of BriaCell

The board of directors of BriaCell will remain unchanged upon closing of the Arrangement. However, the composition of the board of directors of BriaCell and its compensation structure may be revisited in connection with BriaCell’s next annual general meeting of its shareholders.

Directors and Officers of SpinCo

The SpinCo Board will be comprised of William V. Williams, Martin E. Schmieg and Jane Gross. Executive management of SpinCo will consist of William V. Williams and Gadi Levin. It is the intent of SpinCo to add individuals to its management, as required, to ensure SpinCo has the appropriate amount of local knowledge and skill sets to advance the SpinCo Assets and additional assets SpinCo may acquire in the future.

Pro Forma Business Objectives

Upon completion of the Arrangement, BriaCell will continue to hold all of its assets other than those comprising the SpinCo Assets and will continue to focus on immuno-oncology biotechnology with a particular focus on cancer immunotherapy.

Upon completion of the Arrangement, SpinCo will, directly or indirectly, hold the SpinCo Assets, and will concentrate its activities on the operation and growth of the SpinCo Assets under its corporate name BriaPro Therapeutics Corp.

Conduct of Meeting and Other Approvals

Shareholder Approval of the Arrangement

To become effective, the Arrangement Resolution must be approved by a special resolution passed by a majority of not less than two-thirds of the votes cast by BriaCell Shareholders who vote in respect of the Arrangement Resolution.

Court Approval of the Arrangement

Under the BCBCA, BriaCell is required to obtain the approval of the Court for the calling and holding of the Meeting and for the purpose of considering and approving the Arrangement. On July 13, 2023, prior to mailing the material in respect of the Meeting, BriaCell obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order and the Petition are appended as Schedule “B” and Schedule “C”, respectively, to this Proxy Statement. The Court hearing in respect of the Final Order is scheduled to take place at 9:45 a.m. (Vancouver time) on August 25, 2023, following the Meeting or as soon thereafter as the Court may direct or counsel for BriaCell may be heard, before a Judge of the Supreme Court of British Columbia, located at the Courthouse, at 800 Smithe Street, Vancouver, British Columbia, subject to the approval of the Arrangement Resolution at the Meeting. Securityholders who wish to participate in or be represented at the Court hearing should consult with their legal advisors as to the necessary requirements.

At the Court hearing, any Securityholder who wishes to participate or to be represented or to present evidence or argument may do so, subject to the rules of the Court. Although the authority of the Court is very broad, the Court will consider, among other things, the procedural and substantive fairness and reasonableness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement as proposed or as amended in any manner as the Court may direct. The Court’s approval is required for the Arrangement to become effective. In addition, it is a condition of the Arrangement that the Court will have determined, prior to approving the Final Order, that the terms and conditions of the issuance of securities comprising the Arrangement are procedurally and substantively fair to the BriaCell Shareholders.

Under the terms of the Interim Order, each BriaCell Shareholder will have the right to appear and make submissions at the application for the Final Order. Any person desiring to appear at the hearing of the application for the Final Order is required to indicate his, her or its intention to appear by filing with the Court and serving BriaCell, at the address set out below, not less than five (5) days before the date of the hearing of the application for the Final Order, a Notice of Appearance, including his, her or its address for service, together with all materials on which he, she or it intends to rely at the application. The Notice of Appearance and supporting materials must be delivered, within the time specified, to BriaCell at the following address:

BriaCell Therapeutics Corp.

c/o Bennett Jones LLP

One First Canadian Place

100 King Street West, Suite 3400

Toronto, Ontario, M5X 1A4

Attention: Aaron Sonshine / Marshall Eidinger

Regulatory Approvals

If the Arrangement Resolution is approved by both the requisite two-thirds of the BriaCell Shareholders voting together as a single class, final regulatory approval must be obtained for all the transactions contemplated by the Arrangement before the Arrangement may proceed.

The BriaCell Shares are currently listed and posted for trading on the TSX and NASDAQ. BriaCell is a reporting issuer in the provinces of British Columbia, Alberta, and Ontario. Approval from the TSX and if required, NASDAQ, is required for the completion of the Arrangement. Upon completion of the Arrangement, it is expected that SpinCo will become an unlisted reporting issuer in Canada.

Conditions to the Arrangement Becoming Effective

The respective obligations of BriaCell and SpinCo to complete the transactions contemplated by the Arrangement Agreement are subject to the satisfaction, on or before the Effective Date, of a number of conditions precedent, certain of which may only be waived in accordance with the Arrangement Agreement. The mutual conditions precedent, among others, are as follows:

Effective Date of Arrangement

The Arrangement will become effective on the Effective Date if:

The full particulars of the Arrangement are contained in the Plan of Arrangement appended as Schedule “A” to this Proxy Statement. See also “Arrangement Agreement” below.

Summary of the Arrangement

On May 24, 2023, BriaCell and SpinCo entered into the Arrangement Agreement which includes the Plan of Arrangement. The Plan of Arrangement is reproduced as Schedule “A” to this Proxy Statement. Pursuant to the Arrangement Agreement, BriaCell and SpinCo agreed to effect the Arrangement pursuant to the provisions of Section 288 of the BCBCA on the terms and subject to the conditions contained in the Arrangement Agreement.

Under the Arrangement Agreement, BriaCell has agreed to call the Meeting for the purpose of, among other matters, the BriaCell Shareholders approving the Arrangement Resolution, and that, if the approval of the BriaCell Shareholders of the Arrangement Resolution as set forth in the Interim Order is obtained by BriaCell, as soon as reasonably practicable thereafter, BriaCell will take the necessary steps to submit the Arrangement to the Court and apply for the Final Order.

Arrangement Agreement

The Arrangement will be carried out pursuant to the provisions of the BCBCA and will be effected in accordance with the Arrangement Agreement, the Interim Order and the Final Order. The steps of the Arrangement, as set out in the Plan of Arrangement, are summarized under “Principal Steps of the Arrangement” herein.

The general description of the Arrangement Agreement herein is qualified in its entirety by reference to the full text of the Arrangement Agreement, a copy of which is available for review by BriaCell Shareholders, at the head office of BriaCell as shown on the Notice of Meeting, during normal business hours prior to the Meeting and under BriaCell’s profile on SEDAR at www.sedar.com on EDGAR at www.sec.gov.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by BriaCell to SpinCo and representations and warranties made by SpinCo to BriaCell. The representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by BriaCell and SpinCo in connection with negotiating its terms. In particular, some of the representations and warranties may be subject to a contractual standard of materiality, which may be different from that generally applicable to public disclosure to a BriaCell Shareholder, or may have been used for the purpose of allocating risk between the parties to the Arrangement Agreement.

Except as expressly specified therein, Securityholders are not third-party beneficiaries under the Arrangement Agreement and should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties made by BriaCell and SpinCo relate to organization and qualification, authority relative to the Arrangement Agreement, no violation or breach, required approvals and consents, and no commencement of dissolution or similar proceedings.

Covenants

The Arrangement Agreement contains covenants made by BriaCell and SpinCo relating to the performance, execution and delivery of all steps necessary to give effect to the Arrangement.

Amendment and Termination of Arrangement Agreement

Subject to any mandatory applicable restrictions under the BCBCA or the Final Order, the Arrangement Agreement, including the Plan of Arrangement, may at any time and from time to time before or after the holding of the Meeting, but prior to the Effective Date, be amended by the written agreement of BriaCell and SpinCo without, subject to applicable law, further notice to or authorization on the part of the BriaCell Shareholders.

Interests of Certain Persons in the Arrangement

In considering the unanimous recommendation of the BriaCell Board with respect to the Arrangement, BriaCell Shareholders are advised that certain members of Management and the BriaCell Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. The BriaCell Board is aware of these interests and considered them along with other matters described under “Background to the Arrangement” and “Reasons for the Arrangement”.

All benefits received, or to be received, by directors or executive officers of BriaCell as a result of the Arrangement are, and will be, solely in connection with their services as directors or employees of BriaCell or as BriaCell Shareholders. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for their BriaCell Shares, nor is it, or will it be, conditional on any such person supporting the Arrangement.

Dissent Rights to the Arrangement

The following description of the dissent procedures is a summary only and is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its BriaCell Shares, as applicable, and is qualified in its entirety by the reference to the full text of the Interim Order, Division 2 of Part 8 of the BCBCA, and the Plan of Arrangement, which are attached to this Proxy Statement as Schedule “B”, Schedule “D” and Schedule “A”, respectively. A Dissenting Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court) and seek independent legal advice. Failure to comply strictly with the provisions of Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or other order of the Court), and to adhere to the procedures established therein, may result in the loss of all rights thereunder.

Division 2 of Part 8 of the BCBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides Registered Holders entitled to vote at the Meeting (being, those holders of BriaCell Shares of record at the close of business on the Record Date) with Dissent Rights in respect of the Arrangement Resolution, in accordance with Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court). Any such Registered Holder who duly and validly dissents from the Arrangement Resolution in strict compliance with Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court) will be entitled, in the event the Arrangement becomes effective, to be paid the fair value of the BriaCell Shares held by such Dissenting Shareholder determined as of the close of business on the day before the Arrangement Resolution is adopted.

In many cases, BriaCell Shares beneficially owned by a Non-Registered Holder are registered either: (a) in the name of an Intermediary that the Non-Registered Holder deals with in respect of the BriaCell Shares, or (b) in the name of a depositary (such as CDS) of which the Intermediary is a participant. Accordingly, a Non-Registered Holder will not be entitled to exercise its Dissent Rights directly. A Non-Registered Holder that wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Holder deals in respect of its BriaCell Shares and instruct the Intermediary to exercise the Dissent Rights on the Non-Registered Holder’s behalf. A Non-Registered Holder who wishes to dissent must cause each Registered Holder through whom it holds BriaCell Shares to dissent with respect to all BriaCell Shares of which such Non-Registered Holder is the beneficial owner. In addition, pursuant to Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court), a Registered Holder may not exercise Dissent Rights in respect of only a portion of the BriaCell Shares held by such Registered Holder on behalf of any one Non-Registered Holder, but rather, may dissent only with respect to all such BriaCell Shares.

A Registered Holder who is entitled to dissent under the Plan of Arrangement and who wishes to dissent must deliver a written notice of dissent (a “Notice of Dissent”) to BriaCell c/o Bennett Jones LLP, Attention: Aaron Sonshine and Marshall Eidinger at One First Canadian Place, Suite 3400 - 100 King Street West, P.O. Box 130, Toronto, Ontario, M5X 1A4, Canada by not later than 5:00 p.m. (Eastern time) on August 16, 2023 (or the day that is two (2) Business Days prior to the date that any adjourned or postponed Meeting is reconvened or held, as the case may be), and such Notice of Dissent must strictly comply with the requirements of Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court). The dissent procedures described in this Proxy Statement are different than the statutory dissent procedures of the BCBCA, which would permit a notice of objection to be provided at or prior to the Meeting. Failure to comply strictly with the provisions of Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court), and to adhere to the procedures established therein, may result in the loss of any Dissent Right.

The filing of a Notice of Dissent does not deprive a Registered Holder of the right to vote at the Meeting. However, the BCBCA provides, in effect, that a Registered Holder who has submitted a Notice of Dissent and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Shareholder with respect to the BriaCell Shares voted in favour of the Arrangement Resolution. The BCBCA does not provide, and BriaCell will not assume, that a proxy submitted instructing the proxyholder to vote against the Arrangement Resolution, or an abstention from voting, constitutes a Notice of Dissent, but, a Registered Holder is not required to vote its BriaCell Shares against the Arrangement Resolution in order to validly exercise such Registered Holder’s Dissent Right. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote in favour of the Arrangement Resolution does not constitute a Notice of Dissent. However, any proxy granted by a Registered Holder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such BriaCell Shares in favour of the Arrangement Resolution and thereby causing the Registered Holder to forfeit its Dissent Rights.

If the BriaCell Shareholders adopt the Arrangement Resolution, BriaCell must, promptly after it forms the intention to proceed with the Arrangement, notify each Dissenting Shareholder in accordance with Section 243 of the BCBCA. Such notice is not required to be sent to any BriaCell Shareholder that voted in favour of the Arrangement Resolution or who has withdrawn his, her, their or its Notice of Dissent.

A Dissenting Shareholder that has not withdrawn his, her, their or its Notice of Dissent prior to the Meeting must, within one month after receipt of notice that the Arrangement Resolution has been adopted, send to BriaCell a written notice that such Dissenting Shareholder requires the purchase of all of its Dissenting Shares (a “Demand for Payment”) (including a written statement prepared in accordance with Section 244(1)(c) of the BCBCA if the dissent is being exercised by the Dissenting Shareholder on behalf of a Non-Registered Holder). The Demand for Payment must be accompanied by the certificate(s) and/or DRS statement(s) representing the Dissenting Shares. A Dissenting Shareholder that fails to make a Demand for Payment in the time required, or to send the share certificate(s) and/or DRS statement(s) representing Dissenting Shares in the time required, has no right to make a claim under Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order made by the Court).

Under the Interim Order and the Plan of Arrangement, after sending a Demand for Payment which complies with the requirements of Section 244(1) of the BCBCA, a Dissenting Shareholder ceases to have any rights as a BriaCell Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares by BriaCell, as determined pursuant to the Interim Order, unless (i) with the consent of BriaCell, the Dissenting Shareholder withdraws its Notice of Dissent, (ii) a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, (iii) the BriaCell Board revokes the Arrangement Resolution; or (iv) the Arrangement is abandoned or by its terms will not proceed. In the case of (i), the Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

Pursuant to the Plan of Arrangement, in no case shall BriaCell or any other Person be required to recognize any Dissenting Shareholder as a BriaCell Shareholder after the Effective Time, and the names of such Shareholders shall be deleted from the list of Registered Holders at the Effective Time. Further, pursuant to the Plan of Arrangement, (i) Dissenting Shareholders that are ultimately determined to be entitled to be paid the fair value for their Dissenting Shares shall be deemed to have irrevocably transferred such Dissenting Shares to BriaCell for cancellation in consideration for such fair value with effect at the Effective Time, and (ii) Dissenting Shareholders that are ultimately determined not to be entitled, for any reason, to be paid the fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

The Dissenting Shareholder and BriaCell may agree on the payout value of such Dissenting Shareholder’s Dissenting Shares; otherwise, either party may apply to the Court to determine the fair value of the Dissenting Shares or apply for an order that value be established by arbitration or by reference to the Registrar or a referee of the Court. If the matters provided for in the Arrangement Resolution become effective and the Dissenting Shareholder has complied with Division 2 of Part 8 of the BCBCA, after a determination of the payout value of the Dissenting Shares, BriaCell must then promptly pay that amount to the Dissenting Shareholder. There is no obligation on BriaCell to make application to the Court. Each Dissenting Shareholder will be entitled to receive the fair value that the Dissenting Shares had as of the close of business on the day before the Arrangement Resolution was adopted at the Meeting, excluding any appreciation or depreciation in anticipation of the vote. After a determination of the fair value of the Dissenting Shares, BriaCell must then promptly pay that amount to the Dissenting Shareholder.

BriaCell Shareholders that are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their BriaCell Shares as determined under the applicable provisions of Section 238 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court) will be more than or equal to the consideration payable under the Arrangement. Further, BriaCell Shareholders that are considering exercising Dissent Rights should consult their own legal and financial advisors (and in particular, as to the consequences under Canadian federal income tax laws of exercising Dissent Rights in respect of the Arrangement).

The above summary is not a comprehensive statement of the procedures to be followed by Dissenting Shareholders who seek payment of the fair value of their BriaCell Shares. A Dissenting Shareholder who intends to exercise the Dissent Rights should carefully consider and comply with the provisions of Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court) and seek independent legal advice. Failure to comply strictly with the provisions of Division 2 of Part 8 of the BCBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court), and to adhere to the procedures established therein, may result in the loss of all rights thereunder.

If, immediately prior to the Effective Time, the aggregate number of Dissenting Shares or BriaCell Shares in respect of which BriaCell Shareholders have instituted proceedings to exercise Dissent Rights in connection with the Arrangement, exceeds 5% of the BriaCell Shares then outstanding, the Arrangement will not be completed. See “ Conditions to the Arrangement Becoming Effective”.

Address for Notice of Dissent

All notices of dissent to the Arrangement pursuant to Section 238 of the BCBCA should be sent, within the time specified, to:

BriaCell Therapeutics Corp.

c/o Bennett Jones LLP

One First Canadian Place

100 King Street West, Suite 3400

Toronto, Ontario, M5X 1A4

Procedure for Receipt of New BriaCell Shares and SpinCo Shares

BriaCell Shareholders on the Effective Date will be entitled to receive New BriaCell Shares and SpinCo Shares pursuant to the Arrangement.

Each Registered Holder will receive a Letter of Transmittal containing instructions with respect to the deposit of certificates or DRS statements for BriaCell Shares for use in exchanging their BriaCell Shares for certificates or DRS statements representing New BriaCell Shares and SpinCo Shares, to which they are entitled under the Arrangement. Upon return of a properly completed Letter of Transmittal, together with certificates or DRS statements formerly representing BriaCell Shares and such other documents as Computershare Investor Services Inc., acting as the depositary (the “Depositary”), may require, certificates or DRS statements for the appropriate number of New BriaCell Shares and SpinCo Shares will be distributed.

No fractional SpinCo Shares will be issued to any person pursuant to the Plan of Arrangement. All fractional amounts arising under the Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. For greater certainty, in calculating such fractional interests, all fractional entitlements will be aggregated prior to rounding.

Certain Canadian Federal Income Tax Considerations

THE TAX CONSEQUENCES OF THE ARRANGEMENT MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH BRIACELL SHAREHOLDER AND OTHER FACTORS. ACCORDINGLY, BRIACELL SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE ARRANGEMENT.

The following fairly summarizes the principal Canadian federal income tax consequences under the Tax Act generally applicable to BriaCell Shareholders in respect of the disposition of BriaCell Shares pursuant to the Arrangement, and the acquisition, holding, and disposition of New BriaCell Shares and SpinCo Shares acquired pursuant to the Arrangement.

In this summary, an otherwise undefined term that first appears in quotation marks has the meaning ascribed to it in the Tax Act.

This summary applies to BriaCell Shareholders who, for purposes of the Tax Act, (i) hold their BriaCell Shares, and will hold their New BriaCell Shares and SpinCo Shares, as capital property, (ii) deal at arm’s length with BriaCell and SpinCo, and (iii) are not affiliated with BriaCell or SpinCo (each such BriaCell Shareholder, a “Holder”).

Generally a Holder’s BriaCell Share, New BriaCell Share or SpinCo Share will be considered to be capital property of the Holder provided that the Holder does not hold the share in the course of carrying on a business of buying and selling securities and has not acquired the share in one or more transactions considered to be an adventure in the nature of trade.

A Resident Holder (as defined below under the heading – “Holders Resident in Canada”) whose BriaCell Shares, New BriaCell Shares or SpinCo Shares might not otherwise be capital property may in certain circumstances irrevocably elect under subsection 39(4) of the Tax Act to have those shares, and all other “Canadian securities” held by the Resident Holder in the taxation year of the election or in any subsequent taxation year treated as capital property. Resident Holders should consult their own tax advisors regarding the advisability of making such an election.

This summary does not apply to a Holder that:

Each such Holder should consult the Holder’s own tax advisors with respect to the consequences of the Arrangement.

In addition, this summary does not address the Canadian federal income tax considerations applicable to holders of BriaCell Options or BriaCell Warrants in connection with the Arrangement. Such holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act, the regulations thereunder and counsel’s understanding of the current published administrative practices and assessing policies of the CRA. This summary takes into account all specific proposals to amend the Tax Act and Regulations announced by or on behalf of the Minister of Finance (Canada) prior to the date (the “Proposed Amendments”). It is assumed that the Proposed Amendments will be enacted as currently proposed and that there will be no other change in law or administrative or assessing practice, whether by legislative, governmental, or judicial action or decision, although no assurance can be given in these respects. This summary does not take into account other federal or any provincial, territorial or foreign income tax considerations, which may differ materially from the Canadian federal income tax considerations discussed below.

Additional considerations, not discussed in this summary, may be applicable to a Holder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of BriaCell Shares, New BriaCell Shares or SpinCo Shares, controlled by a non-resident of Canada or a group of non-residents of Canada that do not deal with each other at arm’s length for purposes of the foreign affiliate dumping rules in Section 212.3 of the Tax Act. Such Holders should consult their Canadian tax advisors with respect to the consequences of the Arrangement.

This summary is of a general nature only and is not and should not be construed as legal or tax advice to any particular person. Moreover, no advance income tax ruling has been applied for or obtained from the CRA to confirm the tax consequences of any of the transactions described herein. Each person who may be affected by the Arrangement should consult the person’s own tax advisors with respect to the person’s particular circumstances.

Holders Resident in Canada

This portion of this summary applies solely to Holders each of whom is or is deemed to be resident in Canada for the purposes of the Tax Act and any applicable income tax treaty or convention (each a “Resident Holder”). The following portion of this summary, other than the portion under the heading “Holders Resident in Canada” – “Dissenting Non-Resident Holders” applies to Resident Holders that are not Dissenting Shareholders.

Exchange of BriaCell Shares for New BriaCell Shares and SpinCo Shares

A Resident Holder who exchanges his, her or its BriaCell Shares for New BriaCell Shares and SpinCo Shares pursuant to the Arrangement (the “Share Exchange”) will be deemed to have received a taxable dividend equal to the amount, if any, by which the fair market value of the SpinCo Shares distributed to the Resident Holder pursuant to the Share Exchange at the time of the Share Exchange exceeds the “paid-up capital” (“PUC”) of the Resident Holder’s BriaCell Shares determined at that time. Any such taxable dividend will be taxable as described below under the heading “Holders Resident in Canada” – “Taxation of Dividends”. BriaCell expects that the fair market value of all SpinCo Shares distributed to BriaCell Shareholders pursuant to the Share Exchange under the Arrangement will not exceed the aggregate PUC of the BriaCell Shares. Accordingly, BriaCell does not expect that any Resident Holder will be deemed to receive a taxable dividend on the Share Exchange.

A Resident Holder who exchanges his, her or its BriaCell Shares for New BriaCell Shares and SpinCo Shares on the Share Exchange will realize a capital gain equal to the amount, if any, by which the fair market value of those SpinCo Shares at the time of the Share Exchange, less the amount of any taxable dividend deemed to be received by the Resident Holder as described in the preceding paragraph, exceeds the “adjusted cost base” (“ACB”) of the Resident Holder’s BriaCell Shares determined immediately before the Share Exchange. Any capital gain so realized will be taxable as described below under the heading “ Holders Resident in Canada” – “Taxation of Capital Gains and Capital Losses”.

A Resident Holder will acquire the SpinCo Shares received on the Share Exchange at a cost equal to their fair market value at that time, and the New BriaCell Shares received on the Share Exchange at a cost equal to the amount, if any, by which the ACB of the Resident Holder’s BriaCell Shares immediately before the Share Exchange exceeds the fair market value of the SpinCo Shares received by that Resident Holder at the time of the Share Exchange.

Disposition of New BriaCell Shares or SpinCo Shares after the Arrangement

A Resident Holder who disposes or is deemed to dispose of a New BriaCell Share or SpinCo Share generally will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition therefor are greater (or less) than the ACB of such share to the Resident Holder, less reasonable costs of disposition. Any such capital gain or capital loss will be taxable or deductible as described below under the heading “Holders Resident in Canada” – “Taxation of Capital Gains and Capital Losses”.

Taxation of Dividends

A Resident Holder who is an individual (other than certain trusts) who receives, or is deemed to receive, a taxable dividend in a taxation year on the Resident Holder’s BriaCell Shares, New BriaCell Shares, or SpinCo Shares will be required to include the amount of the dividend in income for the year, subject to the dividend gross-up and tax credit rules applicable to taxable dividends received by a Canadian resident individual from a “taxable Canadian corporation”, including the enhanced dividend gross-up and tax credit applicable to the extent that BriaCell or SpinCo, as the case may be, designates the taxable dividend to be an “eligible dividend” in accordance with the Tax Act. There may be limitations on the ability of BriaCell or SpinCo to designate dividends as eligible dividends.

A Resident Holder that is a corporation that receives, or is deemed to receive, a taxable dividend in a taxation year on its BriaCell Shares, New BriaCell Shares, or SpinCo Shares must include the amount in its income for the year, but generally will be entitled to deduct an equivalent amount from its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances. A Resident Holder that is a “private corporation” or a “subject corporation” (as defined for purposes of Part IV of the Tax Act) may be liable under Part IV of the Tax Act to pay an additional tax (refundable in certain circumstances) on any such dividends to the extent that the dividend is deductible in computing the corporation’s taxable income.

Taxation of Capital Gains and Capital Losses

A Resident Holder who realizes a capital gain or capital loss in a taxation year on the actual or deemed disposition of a BriaCell Share, New BriaCell Share or SpinCo Share generally will be required to include one half of any such capital gain (a “taxable capital gain”) in income for the year, and entitled to deduct one half of any such capital loss (an “allowable capital loss”) against taxable capital gains realized in the year and, to the extent not so deductible, in any of the three preceding taxation years or any subsequent taxation year, to the extent and in the circumstances specified in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the actual or deemed disposition of a BriaCell Share, New BriaCell Share or SpinCo Share may be reduced by the amount of dividends received or deemed to have been received by it on the share (or on a share substituted therefor) to the extent and in the circumstances described in the Tax Act. Similar rules may apply where the corporation is a member or beneficiary of a partnership or trust that held the share, or where a partnership or trust of which the corporation is a member or beneficiary is itself a member of a partnership or a beneficiary of a trust that held the share.

A Resident Holder that is a “Canadian-controlled private corporation” throughout the relevant taxation year or a “substantive CCPC” (as proposed to be defined in the Tax Act pursuant to the Proposed Amendments released on August 9, 2022) at any time in the relevant tax year may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income”, which includes taxable capital gains, for the year.

Alternative Minimum Tax on Individuals

A Resident Holder who is an individual (including certain trusts) and receives a taxable dividend on, or realizes a capital gain on the disposition of, a BriaCell Share, New BriaCell Share or SpinCo Share may thereby be liable for alternative minimum tax to the extent and within the circumstances set out in the Tax Act. Resident Holders should consult their own tax advisors with respect to the application of the minimum tax.

Dissenting Resident Holders

The following portion of this summary is generally applicable to a Resident Holder that is a Dissenting Shareholder (a “Dissenting Resident Holder”).

A Dissenting Resident Holder to whom BriaCell consequently pays the fair value of his, her or its BriaCell Shares will be deemed to receive a taxable dividend in the taxation year of payment equal to the amount, if any, by which the payment (excluding interest) exceeds the PUC of the Dissenting Resident Holder’s BriaCell Shares determined immediately before the Arrangement. Any such taxable dividend will be taxable as described above under the heading “Holders Resident in Canada” – “Taxation of Dividends”. The Dissenting Resident Holder will also realize a capital gain (or capital loss) equal to the amount, if any, by which the payment (excluding interest), less the amount of any such deemed taxable dividend, exceeds (or is exceeded by) the ACB of the Dissenting Resident Holder’s BriaCell Shares determined immediately before the Arrangement. Any such capital gain or loss will generally be taxable or deductible as described above under the heading “Holders Resident in Canada” – Taxation of Capital Gains and Capital Losses”.

The Dissenting Resident Holder will be required to include any portion of the payment that is on account of interest in income in the year the interest is received or becomes receivable, depending on the method regularly followed by the Dissenting Resident Holder in computing income. Resident Holders who are contemplating exercising their Dissent Rights should consult their own tax advisors.

Eligibility for Investment – New BriaCell Shares and SpinCo Shares

A New BriaCell Share will be a “qualified investment” for a trust governed by a registered retirement savings plan, registered retirement income fund, registered disability savings plan, registered education savings plan, tax-free savings account, first home savings account (collectively, “Registered Plans”) or deferred profit sharing plan (“DPSP”) at any time at which the New BriaCell Shares are listed on a “designated stock exchange” (which includes the TSX and NASDAQ), or BriaCell is a “public corporation”.

A SpinCo Share will be a qualified investment for a Registered Plan or DPSP at any time at which the SpinCo Shares are listed on a “designated stock exchange” or SpinCo is a “public corporation”. If the SpinCo Shares are not listed on a designated stock exchange at the time they are distributed pursuant to the Arrangement, but either the SpinCo Shares become so listed or SpinCo otherwise satisfies the conditions in the Tax Act to be a “public corporation” before SpinCo’s “filing-due date” for its first taxation year, and SpinCo makes the appropriate election in its tax return for that year, SpinCo will be deemed to be a public corporation from the beginning of the year and the SpinCo Shares consequently will be considered to be qualified investments for Registered Plans or DPSP from their date of issue. While SpinCo does not anticipate that the SpinCo Shares will be listed on a designated exchange before the filing-due date for its first taxation year, SpinCo expects otherwise to satisfy the conditions in the Tax Act to be a “public corporation” before the filing-due date for its first taxation year, and SpinCo intends to make the appropriate election in its tax return for that year. However, there can be no assurance as to whether SpinCo will satisfy the conditions in the Tax Act to be a “public corporation”. If the SpinCo Shares are not a “qualified investment” and are acquired by a Registered Plan or DPSP, adverse tax consequences will arise for the Registered Plan, DPSP and the annuitant, subscriber or holder thereunder, as the case may be. Holders that will or may hold SpinCo Shares in a Registered Plan or DPSP should consult with their own tax advisors in this regard.

Notwithstanding the foregoing, the annuitant, subscriber or holder of a Registered Plan (a “Registered Plan Holder”) will be subject to a penalty tax in respect of a New BriaCell Share or a SpinCo Share held in the Registered Plan if the share is a “prohibited investment” under the Tax Act. A New BriaCell Share or a SpinCo Share generally will not be a prohibited investment for a Registered Plan provided that (i) the Registered Plan Holder does not have a “significant interest” in BriaCell or SpinCo, as applicable, and (ii) BriaCell or SpinCo, as applicable, deals at arm’s length with the Registered Plan Holder for the purposes of the Tax Act. Holders of New BriaCell Shares or SpinCo Shares should consult their own tax advisers to ensure that the New BriaCell Shares and SpinCo Shares would not be a prohibited investment for a trust governed by a Registered Plan in their particular circumstances.

Holders Not Resident in Canada

This portion of this summary applies solely to Holders each of whom at all material times for the purposes of the Tax Act and any applicable income tax treaty or convention (i) has not been and is not resident or deemed to be resident in Canada for purposes of the Tax Act, and (ii) does not and will not use or hold, or be deemed to use or hold, BriaCell Shares, New BriaCell Shares, or SpinCo Shares in connection with carrying on a business in Canada (each a “Non-Resident Holder”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere, or an “authorized foreign bank”. Such Non-Resident Holders should consult their own tax advisors with respect to the Arrangement.

The following portion of this summary, other than the portion under the heading “Holders Not Resident in Canada” - “Dissenting Non-Resident Holders”, applies to Non-Resident Holders that are not Dissenting Shareholders.

Exchange of BriaCell Shares for New BriaCell Shares and SpinCo Shares

The discussion of the tax consequences of the Share Exchange for Resident Holders under the heading “Holders Resident in Canada - Exchange of BriaCell Shares for New BriaCell Shares and SpinCo Shares” generally will also apply to Non-Resident Holders in respect of the Share Exchange. The general taxation rules applicable to Non-Resident Holders in respect of a deemed taxable dividend or capital gain arising on the Share Exchange are discussed below under the headings “Holders Not Resident in Canada” – “Taxation of Dividends” and “ Taxation of Capital Gains and Capital Losses” respectively.

Taxation of Dividends

A Non-Resident Holder to whom BriaCell or SpinCo pays or credits (or is deemed to pay or credit) an amount as a dividend in respect of the Non-Resident Holder’s BriaCell Shares, New BriaCell Shares, or SpinCo Shares will be subject to Canadian withholding tax equal to 25% of the gross amount of the dividend, or such lower rate as may be available under an applicable income tax convention, if any. The rate of withholding tax under The Canada- U.S. Income Tax Convention (1980) (the “Treaty”) applicable to a Non-Resident Holder who is entitled to all of the benefits under the Treaty will generally be 15%. The payor of the dividend will be required to withhold the Canadian withholding tax from the dividend and remit the withheld amount to the CRA for the Non-Resident Holder’s account.

Taxation of Capital Gains and Capital Losses

A Non-Resident Holder will not be subject to Canadian federal income tax in respect of any capital gain arising on an actual or deemed disposition of a BriaCell Share, New BriaCell Share or SpinCo Share unless at the time of disposition the share is “taxable Canadian property”, and is not “treaty-protected property”.

Generally, a BriaCell Share or New BriaCell Share, as applicable, of the Non-Resident Holder will not be taxable Canadian property of the Non-Resident Holder at any time at which the share is listed on a designated stock exchange (which includes the TSX and NASDAQ) unless, at any time during the 60 months immediately preceding the disposition of the share,

Generally, a SpinCo Share of the Non-Resident Holder will not be taxable Canadian property of the Non-Resident Holder unless, at any time during the 60 months immediately preceding the disposition of the share, the share derived more than 50% of its fair market value directly or indirectly from, or from any combination of, real property situated in Canada, “Canadian resource properties”, “timber resource properties”, each as defined in the Tax Act, and interests, rights or options in or in respect of any of the foregoing.

Shares may also be deemed to be taxable Canadian property under other provisions of the Tax Act.

Generally, a BriaCell Share, New BriaCell Share, or SpinCo Share, as applicable, of the Non-Resident Holder will be treaty-protected property of the Non-Resident Holder at the time of disposition if at that time any income or gain of the Non-Resident Holder from the disposition of the share would be exempt from Canadian income tax under Part I of the Tax Act because of a tax treaty between Canada and another country.

A Non-Resident Holder who disposes or is deemed to dispose of a BriaCell Share, New BriaCell Share, or SpinCo Share that, at the time of disposition, is taxable Canadian property and is not treaty-protected property will realize a capital gain (or capital loss) equal to the amount, if any, by which the Non-Resident Holder’s proceeds of disposition of the share exceeds (or is exceeded by) the Non-Resident Holder’s ACB in the share and reasonable costs of disposition. The Non-Resident Holder generally will be required to include one half of any such capital gain (taxable capital gain) in the Non-Resident Holder’s taxable income earned in Canada for the year of disposition, and be entitled to deduct one half of any such capital loss (allowable capital loss) against taxable capital gains included in the Non-Resident Holder’s taxable income earned in Canada for the year of disposition and, to the extent not so deductible, against such taxable capital gains realized in any of the three preceding taxation years or any subsequent taxation year, to the extent and in the circumstances set out in the Tax Act.

Dissenting Non-Resident Holders

The following portion of this summary applies to a Non-Resident Holder that is a Dissenting Shareholder (a “Dissenting Non-Resident Holder”).

The discussion above applicable to Dissenting Resident Holders under the heading “Holders Resident in Canada - Dissenting Resident Holders” will generally also apply to a Dissenting Non-Resident Holder. The Dissenting Non-Resident Holder generally will be subject to Canadian federal income tax in respect of any deemed taxable dividend or capital gain or loss arising as a consequence of the exercise of Dissent Rights as discussed above under the headings “Holders Not Resident in Canada” – “Taxation of Dividends” and “ Taxation of Capital Gains and Capital Losses” respectively.

Certain U.S. Federal Income Tax Considerations

The following discussion summarizes certain material U.S. federal income tax consequences to a U.S. Holder, as defined below, of the Arrangement and the subsequent ownership and disposition of New BriaCell Shares and SpinCo Shares received in the Arrangement. This summary does not address the U.S. federal income tax consequences to holders of BriaCell Options or BriaCell Warrants regarding the Arrangement or the adjustment to BriaCell Warrants to allow the holders thereof to acquire, upon exercise, New BriaCell Shares and SpinCo Shares.

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated under the Code (“Treasury Regulations”), administrative pronouncements, rulings or practices, and judicial decisions, all as of the date of this Proxy Statement. Future legislative, judicial, or administrative modifications, revocations, or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences significantly different from those discussed in this Proxy Statement. No legal opinion from U.S. legal counsel has been or will be sought or obtained regarding the U.S. federal income tax consequences of the Arrangement. In addition, this summary is not binding on the U.S. Internal Revenue Service (the “IRS”), and no ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal income tax consequences discussed in this Proxy Statement. There can be no assurance that the IRS will not challenge any of the conclusions described in this Proxy Statement or that a U.S. court will not sustain such a challenge.

This summary is for general informational purposes only and does not address all possible U.S. federal tax issues that could apply with respect to the Arrangement. This summary does not take into account the facts unique to any particular U.S. Holder that could impact its U.S. federal income tax consequences with respect to the Arrangement. This discussion is not, and should not be, construed as legal or tax advice to a U.S. Holder. Except as provided below, this summary does not address tax reporting requirements. Each U.S. Holder should consult its own tax advisors regarding the U.S. federal income, the Medicare contribution tax on certain net investment income, the alternative minimum, U.S. state and local, and non-U.S. tax consequences of the Arrangement and the ownership and disposition of BriaCell Shares, New BriaCell Shares, or SpinCo Shares.

This summary does not address the U.S. federal income tax consequences to U.S. Holders subject to special rules, including, but not limited to, U.S. Holders that: (i) are banks, financial institutions, or insurance companies; (ii) are regulated investment companies or real estate investment trusts; (iii) are brokers, dealers, or traders in securities or currencies; (iv) are tax-exempt organizations; (v) hold BriaCell Shares (or after the Arrangement, New BriaCell Shares or SpinCo Shares) as part of hedges, straddles, constructive sales, conversion transactions, or other integrated investments; (vi) acquire BriaCell Shares (or after the Arrangement, New BriaCell Shares or SpinCo Shares) as compensation for services or through the exercise or cancellation of employee stock options or warrants; (vii) have a functional currency other than the U.S. dollar; (viii) own or have owned directly, indirectly, or constructively 10.0% or more of the voting power of all outstanding shares of BriaCell (and after the Arrangement, BriaCell and SpinCo); (ix) are U.S. expatriates; (x) are subject to special tax accounting rules as a result of any item of gross income with respect to BriaCell Shares (and after the Arrangement, New BriaCell Shares or SpinCo Shares) being taken into account in an applicable financial statement; (xi) are subject to the alternative minimum tax; (xii) are deemed to sell BriaCell Shares (or after the Arrangement, New BriaCell Shares or SpinCo Shares) under the constructive sale provisions of the Code; or (xiii) own or will own BriaCell Shares, New BriaCell Shares and/or SpinCo Shares that it acquired at different times or at different market prices or that otherwise have different per share cost bases or holding periods for U.S. tax purposes. In addition, this discussion does not address U.S. federal tax laws other than those pertaining to U.S. federal income tax (such as U.S. federal estate or gift tax and the Medicare contribution tax on certain net investment income), nor does it address any aspects of U.S. state, local or non-U.S. taxes. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Arrangement and the ownership and disposition of New BriaCell Shares and SpinCo Shares.

For the purposes of this summary, “U.S. Holder” means a beneficial owner of BriaCell Shares, SpinCo Shares or New BriaCell Shares (as applicable) that is: (i) an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the U.S., any U.S. state, or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust that (a) is subject to the primary jurisdiction of a court within the U.S. and for which one or more U.S. persons have authority to control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

If a pass-through entity, including a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, holds BriaCell Shares, New BriaCell Shares or SpinCo Shares, the U.S. federal income tax treatment of an owner or partner generally will depend on the status of such owner or partner and on the activities of the pass-through entity. This summary does not address any U.S. federal income tax consequences to such owners or partners of a partnership or other entity taxable as a partnership for U.S. federal income tax purposes holding BriaCell Shares, New BriaCell Shares or SpinCo Shares and such persons are urged to consult their own tax advisors.

For purposes of this summary, “non-U.S. Holder” means a beneficial owner of BriaCell Shares, New BriaCell Shares or SpinCo Shares (as applicable) other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences of the Arrangement to non-U.S. Holders. Accordingly, non-U.S. Holders should consult their own tax advisors regarding the U.S. federal income, other U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application and operation of any income tax treaties) of the Arrangement.

This summary assumes that the BriaCell Shares, New BriaCell Shares and SpinCo Shares are or will be held as capital assets (generally, property held for investment), within the meaning of the Code, in the hands of a U.S. Holder at all relevant times.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ARRANGEMENT

Exchange of BriaCell Shares for New BriaCell Shares Pursuant to the Arrangement

The Arrangement will be effected under applicable provisions of Canadian corporate law, which are technically different from analogous provisions of U.S. corporate law. Accordingly, the U.S. federal income tax consequences of certain aspects of the Arrangement are not certain. Nonetheless, BriaCell believes, and the following discussion assumes, that, subject to the “passive foreign investment company” (“PFIC”) rules discussed below under “Potential Application of the PFIC Rules to the Arrangement,” (a) the renaming and redesignation of the BriaCell Shares as BriaCell Class A Shares and (b) the exchange by the BriaCell Shareholders of the BriaCell Class A Shares for New BriaCell Shares and SpinCo Shares (together, the “exchange portion” of the Arrangement), will properly be treated for U.S. federal income tax purposes as a tax-deferred exchange by the BriaCell Shareholders of their BriaCell Shares for New BriaCell Shares, either under Section 368(a)(l)(E) or, alternatively, under Section 1036 of the Code. (The tax consequences of the distribution of the SpinCo Shares are discussed below under “Receipt of SpinCo Shares Pursuant to the Arrangement”.)

In addition, except as discussed below, if a tax-deferred exchange occurs, a U.S. Holder will have the same basis and holding period in his, her or its New BriaCell Shares as such U.S. Holder had in its BriaCell Shares immediately prior to the Arrangement. U.S. Holders of New BriaCell Shares acquired on different dates and at different prices are urged to consult their own tax advisors regarding the allocation of the tax basis and holding period of such shares.

There can be no assurance that the IRS will not challenge the U.S. federal income tax treatment of the exchange portion of the Arrangement or that, if challenged, a U.S. court would not agree with the IRS. Each U.S. Holder should consult its own tax advisors regarding the proper treatment of the Arrangement for U.S. federal income tax purposes.

Reporting Requirements for Significant U.S. Holders

Assuming that the exchange portion of the Arrangement qualifies as a reorganization within the meaning of Section 368(a)(1)(E) of the Code, U.S. Holders that are “significant holders” within the meaning of Treasury Regulations Section l.368-3(c) are required to report certain information to the IRS on their U.S. federal income tax returns for the taxable year in which the Arrangement occurs and all such U.S. Holders must retain certain records related to the Arrangement. A “significant holder” generally is a U.S. Holder owing at least 1% of a publicly traded corporation or at least 5% of a non-publicly traded corporation, or any U.S. Holder whose basis in the stock held is $1 million or more. Each U.S. Holder should consult its own tax advisors regarding its information reporting and record retention responsibilities in connection with the Arrangement.

Receipt of SpinCo Shares Pursuant to the Arrangement

Subject to the PFIC rules discussed below under “Potential Application of the PFIC Rules to the Arrangement”, a U.S. Holder that receives SpinCo Shares pursuant to the Arrangement will be treated as receiving a distribution of property in an amount equal to the fair market value of the SpinCo Shares received on the distribution date (without reduction for any Canadian income or other tax withheld from such distribution). Such distribution would be taxable to the U.S. Holder as a dividend to the extent of BriaCell’s current and accumulated earnings and profits as determined under U.S. federal income tax principles. (To the extent the fair market value of the SpinCo Shares distributed exceeds BriaCell’s adjusted tax basis in such shares (as calculated for U.S. federal income tax purposes), the Arrangement can be expected to generate additional earnings and profits for BriaCell in an amount equal to such excess.) Any such dividend generally will not be eligible for the “dividends received deduction” in the case of U.S. Holders that are corporations. To the extent that the fair market value of the SpinCo Shares exceeds the current and accumulated earnings and profits of BriaCell, the distribution of the SpinCo Shares pursuant to the Arrangement will be treated first as a non-taxable return of capital to the extent of a U.S. Holder’s tax basis in the BriaCell Shares, with any remaining amount being taxed as a capital gain. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to substantial limitations under the Code.

A dividend paid by BriaCell to a U.S. Holder who is an individual, estate or trust generally will be taxed at the preferential tax rates applicable to long-term capital gains if BriaCell is a “qualified foreign corporation” (“QFC”) and certain holding period and other requirements for the BriaCell Shares are met. BriaCell generally will be a QFC as defined under Section 1(h)(11) of the Code if BriaCell is eligible for the benefits of the Treaty or its shares are readily tradable on an established securities market in the U.S. However, even if BriaCell satisfies one or more of these requirements, BriaCell will not be treated as a QFC if BriaCell is a PFIC (as defined below) for the tax year during which it pays a dividend or for the preceding tax year. See the section below under the heading “ Potential Application of the PFIC Rules to the Arrangement”.

If a U.S. Holder is not eligible for the preferential tax rates discussed above, a dividend paid by BriaCell to a U.S. Holder generally will be taxed at ordinary income tax rates (rather than the preferential tax rates applicable to long- term capital gains). The dividend rules are complex, and each U.S. Holder should consult its own tax advisors regarding the application of such rules.

A U.S. Holder’s initial tax basis in the SpinCo Shares received pursuant to the Arrangement will be equal to the fair market value of such SpinCo Shares on the date of distribution and such U.S. Holder’s holding period for the SpinCo Shares received pursuant to the Arrangement will begin on the day after the date of distribution.

Receipt of Cash by Dissenting U.S. Holders

Subject to the PFIC rules discussed below under “ Potential Application of the PFIC Rules to the Arrangement”, a U.S. Holder that exercises Dissent Rights in connection with the Arrangement (a “Dissenting U.S. Holder”) and receives cash for such U.S. Holder’s BriaCell Shares generally will recognize gain or loss in an amount equal to the difference, if any, between (a) the amount of cash received by such U.S. Holder in exchange for the BriaCell Shares (other than amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income) and (b) the adjusted tax basis of such U.S. Holder in the BriaCell Shares surrendered, provided such U.S. Holder does not actually or constructively own any New BriaCell Shares after the Arrangement. Such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the BriaCell Shares are held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to complex limitations under the Code.

If a U.S. Holder that exercises Dissent Rights in connection with the Arrangement and receives cash for such U.S. Holder’s BriaCell Shares actually or constructively owns New BriaCell Shares after the Arrangement, all or a portion of the cash received by such U.S. Holder may be taxable as a distribution under the same rules as discussed under “Receipt of SpinCo Shares Pursuant to the Arrangement” above.

Potential Application of the PFIC Rules to the Arrangement

Potential Application of the PFIC Rules to the Exchange of BriaCell Shares for New BriaCell Shares Pursuant to the Arrangement.

Under current U.S. tax law, U.S. shareholders who exchange their BriaCell Shares for New BriaCell Shares would not be subject to the PFIC rules described below and, as stated above, such Shareholders would not realize gain or loss on the exchange under either Section 368(a)(1)(E) or Section 1036 of the Code. Under proposed Treasury regulations, however, if BriaCell were a PGFIC, Code sections 368(a)(1)(E) and 1036 would not apply to the exchange. Instead, the “default rules” of Code section 1291, or in the case of U.S. Shareholders who had made a QEF Election or a Mark-to-Market Election, the QEF Election Rules or the Mark-to-Market Election rules, in both cases as described in greater detail below, would apply to the exchange. The proposed Treasury regulations, if finalized, would apply retroactively, but the regulations (which were proposed in 1992) have not been finalized. Accordingly, as of now, Code section 368(a)(1)(E) or Code section 1291 govern the exchange portion of the transaction even if BriaCell was determined to be a PFIC, but their applicability could change, retroactively, in the future.

Potential Application of the PFIC Rules to the Receipt of SpinCo Shares Pursuant to the Arrangement.

The tax consequences to a particular U.S. Holder of the receipt of SpinCo Shares pursuant to the Arrangement to a particular U.S. Holder will depend on whether BriaCell was a PFIC during any year in which a U.S. Holder owned BriaCell Shares. In general, under Section 1297 of the Code, a foreign corporation is a PFIC for any taxable year in which either (i) 75.0% or more of the foreign corporation’s gross income is passive income, or (ii) 50.0% or more of the average quarterly value of the foreign corporation’s assets produced are held for the production of passive income. Cash is considered a passive asset. Passive income includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. In determining whether or not it is classified as a PFIC, a foreign corporation is required to take into account its pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25.0% interest by value.

The determination of PFIC status is inherently factual and generally cannot be determined until the close of the taxable year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. U.S. Holders are urged to consult their own U.S. tax advisors regarding the application of the PFIC rules to the Arrangement. Certain Subsidiaries and other entities in which a PFIC has a direct or indirect interest could also be PFICs with respect to a U.S. person owning an interest in the first- mentioned PFIC. BriaCell has not made a determination regarding its PFIC status for any taxable year, including the current taxable year. Although there can be no assurance as to whether BriaCell will or will not be treated as a PFIC during the current taxable year or any prior or future taxable year, and no legal opinion of counsel or ruling from the IRS concerning the status of BriaCell as a PFIC has been obtained or is currently planned to or will be requested, U.S. Holders should be aware that BriaCell may be treated as a PFIC for U.S. federal income tax purposes for its prior, current and future taxable years. U.S. Holders should consult their own tax advisors regarding the PFIC status of BriaCell.

If BriaCell is a PFIC or was a PFIC at any time during a U.S. Holder’s holding period for his, her or its BriaCell Shares, the effect of the PFIC rules on a U.S. Holder receiving SpinCo Shares pursuant to the Arrangement will depend on whether such U.S. Holder has made a timely and effective election to treat BriaCell as a qualified electing fund (a “QEF”) under Section 1295 of the Code (a “QEF Election”) or has made a mark-to-market election with respect to its BriaCell Shares under Section 1296 of the Code (a “Mark-to-Market Election”). In the discussion below of the U.S. tax consequences to a U.S. Holder who receives a distribution of SpinCo Shares, a U.S. Holder that has made a timely QEF Election or Mark-to-Market Election with respect to its BriaCell Shares is referred to as an “Electing BriaCell Shareholder” and a U.S. Holder that has not made a timely QEF Election or a Mark-to-Market Election with respect to its BriaCell Shares is referred to as a “Non-Electing BriaCell Shareholder”. For a description of the QEF Election and Mark-to-Market Election, U.S. Holders should consult the discussion below under “U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares” – “Potential Application of PFIC Rules to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares (Including New BriaCell Shares)” – “QEF Election” and “Mark-to-Market Election”.

Non-Electing BriaCell Shareholders

With respect to a Non-Electing BriaCell Shareholder who receives a distribution of SpinCo Shares, if BriaCell is a PFIC or was a PFIC at any time during a U.S. Holder’s holding period for his, her or its BriaCell Shares, the default rules under Section 1291 of the Code will apply to the portion of the distribution of SpinCo Shares that constitutes an “excess distribution” from BriaCell with respect to that U.S. Holder. Under the default rules, “excess distributions” are, generally, distributions received in the current taxable year by the U.S. Holder that are in excess of 125.0% of the average distributions received by the U.S. Holder during the three preceding years (or during the U.S. Holder’s holding period for the BriaCell Shares, if shorter). Under the default rules, any excess distribution must be ratably allocated to each day in a Non-Electing BriaCell Shareholder’s holding period for the BriaCell Shares. The amount of any excess distribution allocated to the tax year of receipt of the excess distribution and to years before BriaCell became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year (i.e., prior years during which BriaCell was a PFIC) would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such prior year without regard to the Non-Electing BriaCell Shareholder’s U.S. federal income tax net operating losses or other attributes and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such prior year. Such Non-Electing BriaCell Shareholders that are not corporations must treat any such interest paid as “personal interest”, which is not deductible.

In addition, the distribution of the SpinCo Shares pursuant to the Arrangement may be treated, under proposed Treasury Regulations, as the “indirect disposition” by a Non-Electing BriaCell Shareholder of such Non-Electing BriaCell Shareholder’s indirect interest in SpinCo, which generally would be subject to the rules of Section 1291 of the Code discussed above.

Electing BriaCell Shareholders – QEF. With respect to an Electing BriaCell Shareholder who has made a QEF election and who receives a distribution of SpinCo Shares, the default rules do not apply. Instead, such a Shareholder will continue to include, under the QEF Election rules, (A) as ordinary income such shareholder’s pro rata share of the ordinary earnings of BriaCell for such year, and (B) such Shareholder’s pro rata share of the long-term capital gain of BriaCell for such year. For a further discussion of how an Electing BriaCell Shareholder who has made a QEF election is taxed under the QEF rules, see “U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares” – “Potential Application of PFIC Rules to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares (Including New BriaCell Shares)” – “QEF Election”, below.

Electing BriaCell Shareholders – Mark-to-Market. With respect to an Electing BriaCell Shareholder who has made a Mark-to-Market Election and who receives a distribution of SpinCo Shares, the default rules also do not apply. Instead, such a Shareholder will continue, under the Mark-to-Market Election rules (A) to include as ordinary income the excess of the fair market value of his BriaCell Shares as of the end of the taxable year over his adjusted basis in such shares or (B) deduct the excess of his adjusted basis in such shares over the fair market value of the shares as of the end of the taxable year (or, if less, his unreversed inclusions as provided under the Mark-to-Market rules). For a further discussion of how an Electing BriaCell Shareholder who has made a Mark-to-Mark election is taxed under the Mark-to-Market rules, see “U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares” – “Potential Application of PFIC Rules to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares (Including New BriaCell Shares)” – “Mark-to-Market Election”, below.

Potential Application of the PFIC Rules to Dissenting Shareholders.

If BriaCell is determined to be a PFIC, then the PFIC rules will apply to Dissenting Shareholders as described below.

Non-Electing Shareholders. With respect to a Non-Electing BriaCell Shareholder who is a Dissenting Shareholder, the default rules will apply to any gain realized by such Dissenting Shareholder on the sale of the Dissenting Shareholder’s shares in the same manner as those rules apply to a Non-Electing Shareholder who receives a distribution of SpinCo Shares. Any gain will be treated as an excess distribution and allocated on a daily basis to prior tax periods and taxed in the same manner as a distribution of SpinCo Shares as described above.

Electing Shareholders – QEF. With respect to Dissenting Shareholders who have made a QEF Election, the sale of their BriaCell Shares will be subject to the QEF Election rules and such Shareholders will generally recognize a capital gain or loss on the sale of their BriaCell Shares.

Electing Shareholders – Mark-to-Market. With respect to Dissenting Shareholders who have made a Mark-to-Market Election, the sale of their BriaCell Shares will be subject to the Mark-to-Market Election rules and such Shareholders will generally recognize an ordinary income or loss on the sale of their shares (any such loss not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark- to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

For a further discussion of how a Dissenting Shareholder who has made a QEF Election or a Mark-to-Mark election is taxed under the Mark-to-Market rules, see “U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares — Potential Application of PFIC Rules to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares (Including New BriaCell Shares)” – “QEF Election” and – “Mark-to-Market Election”, below.

U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares

If the Arrangement is approved by BriaCell Shareholders, each BriaCell Shareholder will ultimately receive one (1) SpinCo Share and one (1) New BriaCell Share for each BriaCell Share held by such BriaCell Shareholder. If the Arrangement is not approved by the BriaCell Shareholders, each BriaCell Shareholder shall retain his, her or its BriaCell Shares. The U.S. federal income tax consequences to a U.S. Holder related to the ownership and disposition of SpinCo Shares or New BriaCell Shares, as the case may be, will generally be the same and are described below.

In General

The following discussion is subject to the rules described below under the heading “Potential Application of PFIC Rules to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares (Including New BriaCell Shares)”.

Distributions on SpinCo Shares or New BriaCell Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a SpinCo Share or New BriaCell Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the distributing company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the distributing company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the shares of the distributing company and thereafter as gain from the sale or exchange of such shares. See the discussion below under the heading “Sale or Other Taxable Disposition of SpinCo Shares or New BriaCell Shares”. However, the distributing company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution with respect to the SpinCo Shares or New BriaCell Shares will constitute ordinary dividend income. Dividends received on SpinCo Shares or New BriaCell Shares generally will not be eligible for the “dividends received deduction”. In addition, distributions from SpinCo or BriaCell (either on New BriaCell Shares or SpinCo Shares) will not constitute qualified dividend income eligible for the preferential tax rates applicable to long-term capital gains if the distributing company were a PFIC either in the year of the distribution or in the immediately preceding year, or if the distributing company is not eligible for the benefits of the Treaty and its shares are not readily tradable on an established securities market in the U.S. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of SpinCo Shares or New BriaCell Shares

Upon the sale or other taxable disposition of SpinCo Shares or New BriaCell Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the U.S. dollar value of cash received plus the fair market value of any property received and such U.S. Holder’s adjusted tax basis in such shares sold or otherwise disposed of. Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the shares have been held for more than one year.

Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Potential Application of PFIC Rules to the Ownership and Disposition of SpinCo Shares and New BriaCell Shares (Including New BriaCell Shares).

Since after the Arrangement BriaCell and New BriaCell are the same company and the PFIC rules discussed below have applied to BriaCell since its inception and will continue to apply to it after the execution of the Arrangement, in the following discussion, the term “BriaCell” refers to both BriaCell and New BriaCell.

If SpinCo or BriaCell were to constitute a PFIC under the meaning of Section 1297 of the Code (as described above under “Potential Application of the PFIC Rules to the Arrangement”) for any year during a U.S. Holder’s holding period, then certain potentially adverse rules will affect the U.S. federal income tax consequences to such U.S. Holder resulting from the ownership and disposition of SpinCo Shares or BriaCell Shares, as applicable. These rules are described below. It should be noted that these rules have always been potentially applicable to existing U.S. Holders of BriaCell shares and that they will continue to be applicable not only to U.S. Holders of BriaCell Shares but also to U.S. Holders of SpinCo Shares.

BriaCell has not made a determination regarding its PFIC status for any taxable year, including the current taxable year. Nor has a determination been made regarding whether SpinCo will be a PFIC for its initial tax year or whether it may be a PFIC in future tax years. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this Proxy Statement. Accordingly, there can be no assurance that the IRS will not challenge whether BriaCell (or a Subsidiary PFIC as defined below) was a PFIC in a prior year or whether SpinCo or BriaCell is a PFIC in the current or future years. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of SpinCo, BriaCell and any of their Subsidiary PFICs. Neither SpinCo nor BriaCell currently intend to provide information to its shareholders concerning whether it is a PFIC for the current or future tax years (or in the case of BriaCell, prior years).

Each U.S. Holder generally must file an IRS Form 8621 reporting distributions received and gain realized with respect to each PFIC in which the U.S. Holder holds a direct or indirect interest. In addition, subject to certain rules intended to avoid duplicative filings, U.S. Holders generally must file an annual information return on IRS Form 8621 with respect to each PFIC in which the U.S. Holder holds a direct or indirect interest. Each U.S. Holder should consult its own tax advisors regarding these and any other applicable information or other reporting requirements.

Under certain attribution rules, if either SpinCo of BriaCell is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of its direct or indirect equity interest in any Subsidiary that is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale of the SpinCo Shares or BriaCell Shares, as applicable, and their proportionate share of (a) any excess distributions on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by SpinCo or BriaCell or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. Accordingly, U.S. Holders should be aware that they could be subject to tax even if no distributions are received and no redemptions or other dispositions of SpinCo Shares or BriaCell Shares are made.

Default PFIC Rules Under Section 1291 of the Code

If either SpinCo or BriaCell is a PFIC for any tax year during which a U.S. Holder owns SpinCo Shares or BriaCell Shares, as applicable, the U.S. federal income tax consequences to such U.S. Holder of the acquisition, ownership, and disposition of such shares will depend on whether and when such U.S. Holder makes a QEF Election to treat SpinCo or BriaCell, as applicable, and each Subsidiary PFIC, if any, as a QEF under Section 1295 of the Code or makes a Mark-to-Market Election under Section 1296 of the Code. A U.S. Holder that does not make either a timely QEF Election or a Mark-to-Market Election with respect to its SpinCo Shares or BriaCell Shares, as applicable, will be referred to in this summary as a “Non-Electing Shareholder”.

A Non-Electing Shareholder will be subject to the rules of Section 1291 of the Code (described below) with respect to (a) any gain recognized on the sale or other taxable disposition of SpinCo Shares or BriaCell Shares, as applicable, and (b) any excess distribution received on the SpinCo Shares or BriaCell Shares, as applicable. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125.0% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the applicable shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of SpinCo Shares or BriaCell Shares, as applicable, (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on such shares, must be ratably allocated to each day in a Non-Electing Shareholder’s holding period for the respective shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year without regard to the shareholder’s net operating losses or other U.S. federal income tax attributes, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing Shareholder that is not a corporation must treat any such interest paid as “personal interest”, which is not deductible.

If either SpinCo or BriaCell is a PFIC for any tax year during which a Non-Electing Shareholder holds SpinCo Shares or BriaCell Shares, as applicable, the applicable company will continue to be treated as a PFIC with respect to such Non-Electing Shareholder, regardless of whether that company ceases to be a PFIC in one or more subsequent tax years. A Non-Electing Shareholder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above), but not loss, as if such shares were sold on the last day of the last tax year for which the applicable company was a PFIC.

QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its SpinCo Shares or BriaCell Shares, as applicable, begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to those shares. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of SpinCo or BriaCell, as applicable, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of SpinCo or BriaCell, as applicable, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short- term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which SpinCo or BriaCell, as applicable, is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder. However, for any tax year in which SpinCo or BriaCell, as applicable, is a PFIC and has no net income or gain as determined for U.S. income tax purposes, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election with respect to SpinCo or BriaCell, as applicable, generally (a) may receive a tax-free distribution from the applicable company to the extent that such distribution represents “earnings and profits” of the distributing company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the shares of the applicable company to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of SpinCo Shares or New BriaCell Shares, as applicable.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the SpinCo Shares or BriaCell Shares in which SpinCo or BriaCell, as applicable, was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the SpinCo Shares or BriaCell Shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such shares were sold for their fair market value on the day the QEF Election is effective. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC in order for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, SpinCo or BriaCell ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which SpinCo or BriaCell, as applicable, is not a PFIC. Accordingly, if SpinCo or BriaCell becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which SpinCo or BriaCell, as applicable, qualifies as a PFIC.

U.S. Holders should be aware that there can be no assurances that SpinCo or BriaCell will satisfy the record keeping requirements that apply to a QEF for the current or future years, or that SpinCo or BriaCell will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in the event that SpinCo or BriaCell is a PFIC. Neither SpinCo nor BriaCell commits to provide information to its shareholders that would be necessary to make a QEF Election with respect to SpinCo or BriaCell for any year in which it is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their SpinCo Shares or BriaCell Shares (or with respect to any Subsidiary PFIC). Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election.

A U.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return. However, if SpinCo or BriaCell does not provide the required information with regard to SpinCo, BriaCell or any of their Subsidiary PFICs, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject to the rules discussed above that apply to Non-Electing Shareholders with respect to the taxation of gains and excess distributions.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the SpinCo Shares or BriaCell Shares, as applicable, are marketable stock. These shares generally will be “marketable stock” if they are regularly traded on: (i) a national securities exchange that is registered with the Securities and Exchange Commission; (ii) the national market system established pursuant to Section 11A of the U.S. Exchange Act; or (iii) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that: (i) such foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements and the laws of the country in which such foreign exchange is located, and together with the rules of such foreign exchange, ensure that such requirements are actually enforced; and (ii) the rules of such foreign exchange effectively promote active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. There is no assurance that the SpinCo Shares or BriaCell Shares will be marketable stock for this purpose.

A U.S. Holder that makes a Mark-to-Market Election with respect to its SpinCo Shares or BriaCell Shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for such shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, those shares.

A U.S. Holder that makes a Mark-to-Market Election with respect to SpinCo Shares or BriaCell Shares will include in ordinary income, for each tax year in which SpinCo or BriaCell, as applicable, is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the applicable shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the applicable shares over (b) the fair market value of such shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a timely Mark-to-Market Election with respect to SpinCo Shares or New BriaCell Shares generally also will adjust such U.S. Holder’s tax basis in the applicable shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of such shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark- to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the SpinCo Shares or BriaCell Shares, as applicable, cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the SpinCo Shares or New BriaCell Shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC.

Other PFIC Rules

Certain additional adverse rules may apply with respect to a U.S. Holder if SpinCo or BriaCell is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, under Section 1298(b)(6) of the Code, a U.S. Holder that uses SpinCo Shares or BriaCell Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such shares.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with its own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult with its own tax advisors regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of SpinCo Shares or New BriaCell Shares.

Possible Impact of “Inversion” Status for U.S. Holders of SpinCo Shares.

Depending on whether SpinCo has substantial business operations in Canada, and on the number of Dissenting Shareholders, SpinCo may be treated as a U.S. corporation under the “inversion” rules of Section 7874 of the Code. Under these rules, a foreign corporation that is the recipient of the assets of a domestic corporation, that is 80% or more controlled by the same shareholders who controlled the domestic corporation, and that does not have substantial business operations in the country of its incorporation, is treated as a domestic U.S. corporation for all purposes of U.S. tax law (although it is not clear whether the inversion rules were intended to apply to a foreign corporation conducting substantial business operations in the United States). It cannot be determined at this time whether SpinCo will be treated as a U.S. corporation. If it were so treated, then it would not be a PFIC (because it would not be a foreign corporation for U.S. tax purposes) and so the PFIC rules would not apply to the U.S. Holders of SpinCo (the PFIC rules would continue to apply to U.S. Holders of BriaCell if BriaCell were determined to be a PFIC). U.S. Holders of SpinCo should consult with their own tax advisors to determine the impact, if any, of SpinCo being treated as an inverted corporation.

THE PFIC RULES ARE COMPLEX AND UNSETTLED. EACH U.S. HOLDER SHOULD CONSLT WITH ITS OWN TAX ADVISOR REGARDING THE PFIC RULES AND HOW THOSE RULES MAY AFFECT THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SPINCO SHARES AND BRIACELL SHARES AND NEW BRIACELL SHARES.

Additional Considerations

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the Arrangement or in connection with the ownership or disposition of SpinCo Shares or BriaCell Shares and New BriaCell Shares may elect to deduct or credit such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a tax year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Each U.S. Holder should consult its own U.S. tax advisors regarding the foreign tax credit rules.

Receipt of Foreign Currency

The U.S. dollar value of any cash payment in Canadian dollars to a U.S. Holder will be translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the dividend, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. A U.S. Holder will generally have a tax basis in the Canadian dollars equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and converts or disposes of the Canadian dollars after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, which generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting.

Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.

Information Reporting and Backup Withholding Tax

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, Section 6038D of the Code generally imposes U.S. return disclosure obligations (and related penalties) on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain thresholds. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their shares are held in an account at a domestic financial institution.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of (a) distributions on the SpinCo Shares or New BriaCell Shares, (b) proceeds arising from the sale or other taxable disposition of SpinCo Shares or New BriaCell Shares, or (c) any payments received in connection with the Arrangement (including, but not limited to, U.S. Holders exercising Dissent Rights under the Arrangement) generally may be subject to information reporting and backup withholding tax, at the current rate of 24.0% if a U.S. Holder (i) fails to furnish its correct U.S. taxpayer identification number (generally on IRS Form W-9), (ii) furnishes an incorrect U.S. taxpayer identification number, (iii) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (iv) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Any amounts withheld under the U.S. Backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO SECURITYHOLDERS WITH RESPECT TO THE DISPOSITION OF THOSE SECURITIES PURSUANT TO THE ARRANGEMENT OR THE OWNERSHIP AND DISPOSITION OF THOSE SECURITIES RECEIVED PURSUANT TO THE ARRANGEMENT. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

Securities Law Considerations

The following is a brief summary of the securities law considerations applicable to the transactions contemplated herein.

Canadian Securities Laws and Resale of Securities

Each BriaCell Shareholder is urged to consult such holder’s professional advisors to determine the Canadian conditions and restrictions applicable to trades in the SpinCo Shares and the New BriaCell Shares.

BriaCell is a “reporting issuer” in British Columbia, Alberta and Ontario. The BriaCell Shares are currently listed and posted for trading on the TSX and NASDAQ.

Upon completion of the Arrangement, SpinCo is expected to be an unlisted reporting issuer in the provinces of British Columbia, Alberta and Ontario.

The issuance of the New BriaCell Shares and SpinCo Shares pursuant to the Arrangement will constitute a distribution of securities, which is exempt from the prospectus requirements of Canadian Securities Legislation. The New BriaCell Shares and SpinCo Shares distributed to BriaCell Shareholders may be resold in each of the provinces and territories of Canada provided the holder is not a ‘control person’ as defined in the applicable Securities Legislation, no unusual effort is made to prepare the market or create a demand for those securities and no extraordinary commission or consideration is paid in respect of that sale.

U.S. Securities Laws

Status Under U.S. Securities Laws

BriaCell is no longer a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act, and, therefore, is subject to the same registration and disclosure requirements as are applicable to domestic U.S. companies. SpinCo is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act. The BriaCell Shares are listed and posted for trading in the U.S. on NASDAQ and are expected to continue to be listed and posted for trading in the U.S. on NASDAQ after the Effective Date.

The following discussion is a general overview of certain requirements of U.S. federal securities laws that may be applicable to U.S. Securityholders. All U.S. Securityholders are urged to consult with their own legal counsel to ensure that any subsequent resale of the New BriaCell Shares and SpinCo Shares distributed to them under the Plan of Arrangement complies with applicable Securities Legislation. Further information applicable to U.S. Securityholders is disclosed under the heading “ Note to U.S. Securityholders”.

The following discussion does not address the Canadian securities laws that will apply to the issue of the New BriaCell Shares and SpinCo Shares or the resale of these shares by U.S. Securityholders within Canada. U.S. Securityholders reselling their New BriaCell Shares and SpinCo Shares in Canada must comply with Canadian securities laws, as outlined elsewhere in this Proxy Statement.

Exemption from the Registration Requirements of the U.S. Securities Act

The New BriaCell Shares and SpinCo Shares to be distributed to BriaCell Shareholders in exchange for BriaCell Shares pursuant to the Plan of Arrangement, the BriaCell Replacement Options and SpinCo Options to be issued to BriaCell Optionholders in exchange for BriaCell Options under the Plan of Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, but will be distributed in reliance upon the Section 3(a)(10) Exemption and exemptions provided under the securities laws of each state of the United States in which U.S. Securityholders reside. The Section 3(a)(10) Exemption exempts from registration the issuance of a security that is issued in exchange for one or more outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear and receive timely and adequate notice thereof, by a court or by a governmental authority expressly authorized by law to grant such approval. Accordingly, the Final Order of the Court will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the New BriaCell Shares, SpinCo Shares, BriaCell Replacement Options and SpinCo Options distributed in connection with the Plan of Arrangement. See “Court Approval of the Arrangement”.

The Section 3(a)(10) Exemption does not exempt the issuance of securities issued upon the exercise of securities that were previously issued pursuant to the Section 3(a)(10) Exemption. Therefore, the SpinCo Shares and New BriaCell Shares issuable upon the exercise of the New BriaCell Replacement Options and SpinCo Options following the Effective Date may not be issued in reliance upon the Section 3(a)(10) Exemption and may be exercised only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Resales of SpinCo Shares and New BriaCell Shares after the Effective Date

Public Resales of SpinCo Shares and New BriaCell Shares under Rule 144 after the Effective Date

To the extent that the BriaCell Shares that are to be exchanged for New BriaCell Shares were Freely Tradeable Securities prior to the Effective Date, the New BriaCell Shares exchanged for such shares’ status as Freely Tradeable Securities will not be affected by the completion of the Arrangement. The timing and manner in which a BriaCell Shareholder may publicly resell the SpinCo Shares and New BriaCell Shares received upon completion of the Arrangement will depend, among other things, on whether such holder is, at the time of such resale, an “affiliate” of SpinCo or BriaCell, as applicable, after the Effective Date, or has been such an “affiliate” at any time within 90 days immediately preceding the time of such resale.

As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that issuer. Typically, persons who are executive officers, directors or 10.0% (or greater) holders of an issuer are considered to be its “affiliates,” as well as any other person or group that actually controls the issuer.

Persons who are affiliates of SpinCo or BriaCell, as applicable, after the Effective Date, at the time of such resale, or within 90 days immediately preceding the time of such resale, may not sell their SpinCo Shares and New BriaCell Shares that they receive in connection with the Plan of Arrangement in the absence of registration under the U.S. Securities Act, unless an exemption from such registration is available, such as the exemptions provided by Rule 144 under the U.S. Securities Act or Rule 904 of Regulation S.

In general, Rule 144 under the U.S. Securities Act, as currently in effect, provides that persons who are affiliates of SpinCo or BriaCell, as applicable, after the Effective Date or, at any time during the 90 day period immediately prior to the Effective Date, will be entitled to sell, during any three-month period, a portion of the SpinCo Shares and New BriaCell Shares that they receive in connection with the Plan of Arrangement, provided that the number of each such securities sold does not exceed the greater of one percent of the number of then outstanding securities of such class or, if such securities are listed on a U.S. securities exchange (which neither SpinCo nor BriaCell does not intend to seek at this time), the average weekly trading volume of such securities during the four-week period preceding the date of sale, subject to specified restrictions on manner of sale, notice requirements, aggregation rules and the availability of current public information about SpinCo or BriaCell, as applicable. In addition, subject to certain exceptions, Rule 144 will not be available for resales of SpinCo Shares or New BriaCell Shares if the issuer of such securities is, or has at any time previously been, a shell company, which means a company with no or nominal operations and no or nominal assets other than cash and cash equivalents. To be eligible for public resale under Rule 144, current public information must be available to the public at the time of resale. In the case of BriaCell, it can meet this requirement by being current in filing its U.S. Exchange Act reports at the time of such resale. In the case of SpinCo, as a non-reporting issuer, it can meet this requirement by making available the information and keeping such information current specified in Rule15c2-11 of the U.S. Exchange Act.

Resales under Rule 904 of Regulation S after the Effective Date

Generally, subject to certain limitations, holders of SpinCo Shares and New BriaCell Shares who are not affiliates of SpinCo or BriaCell, as applicable, or who are its affiliates of SpinCo or BriaCell, as applicable, solely by virtue of being an officer and/or director of the applicable corporation and who pay only the usual and customary broker’s commission in connection with the transaction, may resell their SpinCo Shares or New BriaCell Shares, as applicable, pursuant to Rule 904 of Regulation S, as currently in effect, in an “offshore transaction” (which would generally include sales through a designated offshore securities market such as the TSX) if no offer is made to a person in the U.S., the sale is not prearranged with a buyer in the U.S., neither the seller, any affiliate of the seller, nor any person acting on any of their behalf engages in any “directed selling efforts” in the U.S., and subject to certain additional conditions. For the purposes of Regulation S, “directed selling efforts” means “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the U.S. for any of the securities being offered” in the resale transaction. Under Regulation S, certain additional restrictions and qualifications are applicable to holders of SpinCo Shares or New BriaCell Shares who are affiliates of SpinCo or BriaCell, as applicable, other than by virtue of being an officer and/or director or the applicable corporation.

The foregoing discussion is only a general overview of the requirements of U.S. securities laws for the resale of the SpinCo Shares and New BriaCell Shares received pursuant to the Plan of Arrangement. Holders of SpinCo Shares and New BriaCell Shares are urged to seek legal advice prior to any resale of such securities to ensure that the resale is made in compliance with the requirements of applicable Securities Legislation.

MI 61-101

BriaCell is a reporting issuer in British Columbia, Alberta and Ontario, and is accordingly subject to applicable securities laws of such provinces. In addition, the securities regulatory authorities in the province of Ontario (the Ontario Securities Commission) and Alberta (the Alberta Securities Commission) have adopted MI 61-101.

MI 61-101 regulates certain types of transactions to ensure fair treatment of securityholders when, in relation to a transaction, there are persons in a position that could cause them to have an actual or reasonably perceived conflict of interest or informational advantage over other securityholders. If MI 61-101 applies to a particular transaction of a reporting issuer, then some of the following may be required: (i) enhanced disclosure in documents sent to securityholders, (ii) the approval of securityholders excluding, among others, “interested parties” (as defined in MI 61-101), (iii) a formal valuation of the affected securities, prepared by an independent and qualified valuator, and (iv) an independent committee of the board of the directors of the reporting issuer to carry out specified responsibilities. The securityholder protections provided by MI 61-101 go substantially beyond the requirements of corporate law. As described below, the Company does not believe that MI 61-101 is applicable to the Arrangement and the transactions contemplated therein.

Business Combinations

The protections afforded by MI 61-101 apply to, among other transactions, “business combinations” (as defined in MI 61-101) which may terminate the interests of securityholders without their consent in certain circumstances. However, the Arrangement does not constitute a “business combination” for the purposes of MI 61-101, as it is not a transaction as a consequence of which the interest of any holder of an equity security of BriaCell may be terminated without the holder’s consent. Accordingly, BriaCell has determined that Part 4 of MI 61-101 does not apply to the Arrangement.

Related Party Transactions

The protections afforded by MI 61-101 also apply to a “related party transaction” (as defined in MI 61-101), which is a transaction between an issuer and a person that is a related party of the issuer at the time the transaction is agreed to (whether or not there are also other parties to the transaction), as a consequence of which, either through the transaction itself or together with connected transactions, the issuer directly or indirectly, among other things, sells, transfers or disposes of an asset to the related party.

BriaCell has determined that the Arrangement would constitute a “related party transaction” within the meaning of MI 61-101 as result of the Arrangement being a transaction involving SpinCo, which is a related party of BriaCell, and the issuance of SpinCo Shares to, inter alios, the directors and officers of BriaCell who are also BriaCell Shareholders and related parties of BriaCell. Accordingly, MI 61-101 requires BriaCell to obtain minority approval and a formal valuation in accordance with Part 5 of MI 61-101. However, BriaCell is relying on the exemptions from the formal valuation requirements of Part 5 of MI 61-101 set forth in Section 5.5(a) of MI 61-101, on the basis that at the time the Arrangement was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Arrangement, insofar as it involves “interested parties” (as defined in MI 61-101), exceeded 25% of the market capitalization of BriaCell.

Collateral Benefits

A “collateral benefit”, as defined in MI 61-101, includes any benefit that a “related party” (as defined in MI 61-101) of BriaCell (which includes, a director or senior officer of BriaCell) is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump-sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of BriaCell.

However, MI 61-101 excludes from the meaning of “collateral benefit” certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of an issuer where, among other things, (a) the benefit is not conferred for the purposes of increasing the value of the consideration paid to the related party for securities relinquished under the transaction, (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner, (c) full particulars of the benefits are disclosed in the disclosure document for the transaction, and (d) the related party and its associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer (the “De Minimis Exemption”).

None of the directors and senior officers of BriaCell will receive any benefit or payment pursuant to the Arrangement, other than in their capacity as a holder of BriaCell Shares, BriaCell Options and BriaCell Warrants.

Specified Disclosure in respect of Related Party Transactions

Pursuant to MI 61-101, BriaCell is required to include, and has included and/or incorporated by reference into this Proxy Statement, certain disclosure prescribed by Form 62-104F2 – Issuer Bid Circular (“Form 62-104F2”) of National Instrument 62-104 – Take-Over Bids and Issuer Bids, to the extent applicable to the Arrangement (and with necessary modifications).

Prior Valuations and Bona fide Prior Offers

As at the date hereof, no “prior valuation” (as such term is defined in MI 61-101) in respect of BriaCell has been made in the 24 months preceding the date of this Proxy Statement, the existence of which is known, after reasonable inquiry, to BriaCell or to any director or member of senior management of BriaCell.

During the 24 months prior to the entering into of the Arrangement Agreement, except as disclosed herein, BriaCell has not received any bona fide prior offer related to the subject matter of the Arrangement or that is otherwise relevant to the Arrangement.

BriaCell Selected Financial Information

The following table sets out selected consolidated financial information for the periods indicated and should be considered in conjunction with the more complete information contained in the financial statements of BriaCell for the fiscal years ended July 31, 2022 and 2021, incorporated by reference in this Proxy Statement and filed on SEDAR under BriaCell’s profile at www.sedar.com and on EDGAR at www.sec.gov. The financial statements have been prepared in accordance with IFRS.

BriaCell Selected Carve-Out Financial Information (SpinCo Assets)

The following table sets out selected audited annual carve-out financial information of BriaCell in respect of the SpinCo Assets as at April 30, 2023, July 31, 2022 and 2021 and should be considered in conjunction with the more complete information contained in the carve-out balance sheets and carve-out consolidated statements of loss and comprehensive loss appended as Schedule “E” and Schedule “F” to this Proxy Statement.

There are no pro forma adjustments required to be made to the April 30, 2023 carve-out balance sheet of BriaCell in respect of the SpinCo Assets. As such, no additional pro forma financials have been provided.

BriaCell Selected Pro Forma Financial Information

The following table sets out selected pro forma financial information in respect of BriaCell as at April 30, 2023, as if the Arrangement had been completed as of August 1, 2020 and should be considered in conjunction with the more complete information contained in the pro forma balance sheet of BriaCell appended as Schedule “G” to this Proxy Statement.

The following table sets out selected pro forma financial information in respect of BriaCell for the nine months ended April 30, 2023 and the year ended July 31, 2022, as if the Arrangement had been completed as of July 31, 2021 and should be read in conjunction with the more complete information provided in the pro forma consolidated statement of loss and comprehensive loss of BriaCell appended as Schedule “G” to this Proxy Statement.

BriaCell Therapeutics corp.

The following information is provided by BriaCell and is reflective of the current business, financial and share capital position of BriaCell and includes certain information reflecting the status of BriaCell following the completion of the Arrangement.

Summary Description of Business

BriaCell is an immuno-oncology biotechnology company with a strong focus on cancer immunotherapy. Immunotherapies have come to the forefront in the fight against cancer.

For further information regarding BriaCell, see the documents incorporated by reference in this Proxy Statement which are available at www.sedar.com under BriaCell’s profile and on EDGAR at www.sec.gov.

Business Objectives

BriaCell’s objective is to complete the Arrangement and to continue to develop immuno-oncology biotechnology research with a strong focus on cancer immunotherapy, subject to the receipt of all requisite regulatory approvals.

Authorized and Issued Share Capital

The authorized share capital of BriaCell consists of an unlimited number of BriaCell Shares, of which 15,981,726 BriaCell Shares are issued and outstanding as of the date of this Proxy Statement. Upon completion of the Arrangement, all BriaCell Shares will be exchanged for New BriaCell Shares having identical rights and restrictions as the BriaCell Shares.

BriaCell Shareholders are entitled to one (1) vote per BriaCell Share at all meetings of BriaCell Shareholders. BriaCell Shareholders are entitled to receive dividends as and when declared by the BriaCell Board and to receive a pro rata share of the assets of BriaCell available for distribution to BriaCell Shareholders in the event of the liquidation, dissolution or winding-up of BriaCell. All BriaCell Shares rank equally as to all benefits which might accrue to the BriaCell Shareholders.

BriaCell Selected Financial Information

The following table sets out selected financial information for the periods indicated and should be considered in conjunction with the more complete information contained in the financial statements of BriaCell for the fiscal years ended July 31, 2022 and 2021 incorporated by reference in this Proxy Statement and filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Consolidated Capitalization

There have not been any material changes in the share capital of BriaCell since the date of BriaCell’s most recently filed July 31, 2022 financial statements. As a result of the Arrangement, there will be changes to BriaCell’s share capital. For details of these changes, and the share capital of BriaCell upon completion of the Arrangement, please see “Effects of the Arrangement” and the pro forma financial statements appended as Schedule “G” to this Proxy Statement.

Prior Sales

BriaCell Shares

The following table summarizes details of the BriaCell Shares issued by BriaCell during the 12 month period prior to the date of this Proxy Statement.

BriaCell Options

The following table summarizes details of the BriaCell Options issued by BriaCell during the 12-month period prior to the date of this Proxy Statement.

Notes:

BriaCell Warrants

No BriaCell Warrants were issued by BriaCell during the 12-month period prior to the date of this Proxy Statement.

Share Units

The following table summarizes details of the share units issued by BriaCell under the BriaCell Omnibus Plan during the 12-month period prior to the date of this Proxy Statement.

Upon completion of the BriaCell Reorganization and Arrangement, restricted share units issued under the BriaCell Omnibus Plan shall be dealt with in accordance with their terms.

Trading Price and Volume

The BriaCell Shares are listed and posted for trading on the TSX and NASDAQ under the symbol “BCT”. The following table sets forth information relating to the trading of the BriaCell Shares on the TSX on a monthly basis for each month, or, if applicable, partial months of the 12 month period prior to the date of this Proxy Statement:

At the close of business on July 21, 2023, the trading price of the BriaCell Shares as quoted by the TSX was $8.43 and as quoted by the NASDAQ was $6.40.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of BriaCell Shares as of the Record Date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of BriaCell Shares, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership is based on 15,981,726 BriaCell Shares outstanding as of the Record Date. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all common shares beneficially owned by them.

Unless otherwise indicated, the address for each director and executive officer listed is: c/o BriaCell Therapeutics Corp., Suite 300 – 235 15^th Street, West Vancouver, British Columbia V7T 2X1.

Notes:

All of the BriaCell Shares held by Management and the BriaCell Board will be treated in the same fashion under the Arrangement as BriaCell Shares held by any other BriaCell Shareholder.

SpinCo

As at the date of this Proxy Statement, SpinCo has not carried on any active business, and until the Arrangement is effected, SpinCo will have no assets (other than the proceeds received from the issuance of SpinCo Incorporation Shares) or liabilities, will conduct no operations and will not issue shares in its capital. Unless otherwise indicated, the following information is provided by SpinCo, is presented on a post-Arrangement basis, and is reflective of the proposed business, financial and share capital position of SpinCo. In particular, the disclosure in respect of the business and assets of SpinCo contained below is presented on the assumption that the SpinCo Assets have been transferred, directly or indirectly, to SpinCo prior to the date in respect of which such disclosure relates.

The following information should be read together with the audited financial statements of SpinCo appended hereto as Schedule “F”, the pro forma financial statements appended hereto as Schedule “G”, and the audited carve-out consolidated financial statements for the years ended July 31, 2022 and 2021 (being, the Carve-Out Financial Statements) appended hereto as Schedule “F” and the related management discussion and analysis appended hereto as Schedule “J”.

Name, Address and Incorporation

SpinCo was incorporated under the BCBCA on May 15, 2023. SpinCo has not conducted any business to date and is currently a private company and is a subsidiary of BriaCell. No material amendments have been made to SpinCo’s articles or other constating documents since its incorporation.

SpinCo’s head and principal business address are all located at 234 15^th Street, Suite 300, West Vancouver B.C., V7T 2X1. SpinCo’s registered office address is located at Suite 2500 Park Place, 666 Burrard Street, Vancouver B.C., V6C 2X8.

As at the date of this Proxy Statement, SpinCo does not have any of its securities listed or quoted on any stock exchange, and has not applied to list its shares on any stock exchange.

BUSINESS OF SPINCO

Overview of SpinCo

SpinCo is a wholly-owned subsidiary of BriaCell Therapeutics Corp., a clinical stage biotechnology company focused on the development of Bria-TILsRx™, and PKCδ inhibitors for multiple indications including cancer.

SpinCo’s novel and highly selective PKCδ inhibitors may be developed as candidates for multiple disease indications including several tumor types. SpinCo’s two novel Bria-TILsRx™s are multi-specific binding reagents designed to act as potent immune cell activators and/or immune checkpoint inhibitors. They are expected to selectively target and destroy cancer cells without harming normal (non-cancerous) cells. This may mean less severe side effects for the treated cancer patients compared with those of alternative therapies.

SpinCo has had no business operations to date. Prior to completion of the Arrangement, SpinCo will complete the direct or indirect acquisition of the SpinCo Assets.

SpinCo’s operations are conducted in compliance with local laws where such activities are permissible and either (a) do not require any specific legal or regulatory approvals, or (b) SpinCo has all necessary legal and/or regulatory approvals. See “Risk Factors”.

Intercorporate Relationships

SpinCo currently has no subsidiaries. Upon completion of the BriaCell Reorganization and the Arrangement, SpinCo will have the Subsidiaries as depicted in the chart below:

Management is not aware of any trend, commitment, event or uncertainty that is both presently known to Management and reasonably expected to have a material effect on SpinCo’s business, financial condition or results of operations as at the date of this Proxy Statement, except as otherwise disclosed herein or except in the ordinary course of business.

Three-Year History

BriaCell was incorporated under the BCBCA on July 26, 2006 and is listed on the TSX under the symbol “BCT” and as of February 24, 2021, on the NASDAQ under the symbols “BCTX” and “BCTXW”. The Company is developing a new therapy for advanced breast cancer. The Company’s head office in Canada is located at Suite 300 – 235 West 15th Street, West Vancouver, British Columbia, V7T 2X1. In the U.S. Company has an office located at 2929 Arch Street, 3^rd Floor, Philadelphia, PA 19104.

BriaCell is an immuno-oncology focused biotechnology company developing targeted and safe approaches for the management of cancer. Immunotherapies have come to the forefront in the fight against cancer. They harness the body’s own immune system to recognize and destroy cancer cells. BriaCell owns the U.S. patent to SV-BR-1-GM (Bria-IMT™), a whole-cell targeted immunotherapy for cancer (U.S. Patent No. 7,674,456), as well as patents related to PKCδ inhibitors (U.S. Patent Nos. 9,364,460 and 9,572,793). The Company is currently advancing its targeted immunotherapy program by prioritizing a Phase I/IIa clinical trial with Bria-IMT™ in combination with immune checkpoint inhibitors. BriaCell currently has a non-exclusive clinical trial collaboration with Incyte Corporation (“Incyte” NASDAQ: INCY) to evaluate the effects of combinations of novel clinical candidates. Under the agreement, Incyte and BriaCell will be evaluating novel combinations of compounds from Incyte’s development portfolio with BriaCell’s drug candidates in advanced breast cancer patients. BriaCell is conducting a Phase II clinical trial of Bria-IMT™, BriaCell’s lead candidate, in a combination study with immune checkpoint inhibitors such as the Incyte drugs retifanlimab (an anti-PD-1 antibody similar to pembrolizumab [KEYTRUDA®; manufactured by Merck & Co., Inc. (NYSE: MRK)]). The combination study is listed in ClinicalTrials.gov as NCT03328026.

The Company demonstrated an early proof of principle with the Bria-IMT™ regimen (Bria-IMT™ given in combination with low-dose pre-dose cyclophosphamide to reduce immune suppression and post-dose low-dose local interferon alpha to boost the response with cycles every two weeks x three, then monthly) without an immune checkpoint inhibitor and is intent on building upon these results to further develop Bria-IMT™ through additional clinical testing. The results of two previous Phase I clinical trials (one with a precursor of the Bria-IMT™ targeted immunotherapy and the other with Bria-IMT™) were encouraging in terms of both safety and efficacy in patients with stage IV breast cancer who had failed other available therapies including various kinds of chemotherapy. Most notably, a patient with recurrent metastases developed a remarkable response after receiving the Bria-IMT™ regimen. A lesion in the lung regressed totally and near-complete responses were seen in other lesions. Injections were stopped as the patient completed the clinical protocol. Approximately three months after the last Bria-IMT™ injection, the patient was found to have relapsed, both locally and in distant areas including the brain. Within two months after restarting Bria-IMT™ (after having obtained FDA permission), all areas of involvement showed significant regressions, including regression of multiple lesions in the brain. This patient was found to allele-match with Bria-IMT™ at HLA-DRB1 and HLA-DRB3, human leukocyte antigen (HLA) genes implicated in helper T cell activation and as such potentially involved in the generation of tumor-directed cellular and/or humoral (antibodies) immune responses.

Additional breast cancer patients have been dosed with the Bria-IMT™ regimen in 2017-2018. These patients were heavily pre-treated and had to have failed at least two prior regimens to be eligible for the study. Some of these patients experienced mixed responses (tumor regression at some sites but not at others) and clinical benefit (stable disease). Again, these responses were seen especially in patients who matched Bria-IMT™ at certain HLA alleles who were able to develop an immune response.

These are preliminary results but suffice to clearly demonstrate biological activity for inducing tumor regression, an excellent safety profile, and validate the preliminary findings. Furthermore, the data adds to a proposed mechanism of action in that most patients with tumor regressions in the initial two clinical trials (without an immune checkpoint inhibitor) have had at least one HLA allele match with Bria-IMT™. This is an important confirmation that Bria-IMT™ can be effective in shrinking metastatic breast cancer, especially in patients who match at certain HLA alleles.

Subsequently Bria-IMT™ was evaluated in combination with KEYTRUDA® in eleven patients with advanced breast cancer. The combined treatment was generally safe and well tolerated without dose limiting toxicities. Of the eleven patients, two had regression of multiple tumors and another had stable disease with clinical benefit. This study is proceeding now, evaluating the combination of Bria-IMT™ with retifanlimab (Zynyz®).

Bria-IMT™ was developed from a patient diagnosed with grade two breast cancer. As for other cancers, breast cancer can be subdivided based on its histologic appearance (how it looks under the microscope) into grade one or well-differentiated (where the microscopic appearance looks a lot like normal breast tissue); grade two or moderately differentiated (where the microscopic appearance looks somewhat like normal breast tissue); and grade three or poorly differentiated (where the microscopic appearance looks nothing like normal breast tissue). Since Bria-IMT™ is derived from a tumor specimen from a patient with grade two breast cancer, it may have retained some of the characteristics of grade two disease. Consistently, a high proportion of patients with grade one or grade two breast cancer who had been involved in our clinical studies had disease control, regardless of HLA-matching, suggesting that this subset may also derive more benefit from the Bria-IMT™ therapy.

BriaCell has also been developing multi specific binding reagents which act as immunomodulators. These agents have the capability of linking cancer killing T cells to cancer cells in the body. They are similar to bispecific T cell engagers such as BLINCYTO® for leukemia. They also have the capability of acting as immune checkpoint inhibitors neutralizing several different immune checkpoints at once. In addition, previous cells have been developing protein kinase C delta inhibitors. These appear to be particularly effective in RAS transformed tumors. These assets will be spun out into BriaPro.

Corporate Highlights

BriaPro is a spin-out from BriaCell Therapeutics (NASDAQ: BCTX); two-thirds retained ownership. BriaPro is a pre-clinical stage immunotherapy company developing binding agents and proteins with the intention to boost the ability of the body’s own cancer-fighting cells to destroy cancerous tumors. Using artificial intelligence (“AI”) with ImmunoPrecise Antibodies and Receptor AI, BriaPro will identify drug candidates.

The lead drug discovery candidates for BriaPro include:

The power of AI in drug candidate selection has been hailed by experts and investments in AI-driven drug discovery companies have tripled over the past four years, reaching $24.6 billion in 2022.² Using AI technology to identify the next blockbuster therapies can help eliminate some of the guesswork that typically requires hundreds of lab experiments—often spread over many years—to identify promising molecules.

Instead of coming up with tens of thousands of compounds to figure out, computers suggest testing ten compounds in a lab, then getting feedback from the lab results. The machines learn from those results to make a better prediction to provide the next hundred candidates for testing and ultimately filter to one molecule.

Over the course of the next year, BriaPro expects to screen several different multi specific binding reagents for activity in vitro as well as in mouse models of cancer. BriaPro also expects to select at least one candidate to advance into IND enabling studies. Human clinical studies are expected to be initiated in the first half of 2025. In parallel, BriaPro will continue to optimize the structure of its proprietary protein kinase C delta inhibitors and advance to the candidates election stage. Human clinical studies are expected to be initiated in the second half of 2025.

SpinCo’s Business Strategy

BriaPro’s business strategy includes using AI to guide the design of novel multi specific binding reagents known as Bria-TILsRx™. BriaPro will also use AI to further enhance the selectivity and potency of novel protein kinase C delta inhibitors. These agents will be tested in vitro and in animal models to optimize their characteristics. They will then enter preclinical IND, enabling studies which are expected to take up to one year in duration. They will then be introduced into the clinic in phase one clinical studies in patients with cancer. As the activity and safety of these assets is confirmed, BriaPro will advance their clinical programs, culminating in applying for biological licensing applications or new drug applications to the FDA and other regulatory authorities around the world. Bria-TILsRx™ and protein kinase C delta inhibitors will then be marketed for the treatment of patients with cancer.

SpinCo’s Research and Development Programs

Bria-TILSRx™: BriaPro Lead Assets

T cells typically recognize and attack cancer cells. But cancer can suppress the immune response. Bria-TILsRx™ work in one of two ways:

² “AI Drug Discovery Is a $50 Billion Opportunity for Big Pharma,” (https://www.bloomberg.com/news/articles/2023-05-09/pharmaceutical-companies-embrace-ai-to-develop-new-drugs).

Bria-TILsRx™ Rationale:

The global cancer immunotherapy market was estimated at $115 billion in 2022. Current immunotherapies only work in some cancers, and then not in all patients. Recent entrees into the cancer immunotherapy field are bi-specific T cell engagers (BITEs). These work by linking killer T cells to cancer cells and activating the killer T cells to kill the cancer cells. Hailed as a potentially major advance in cancer therapy, they still suffer from side effects and do not work in all patients. BriaPro’s Bria-TILsRx™ platform is quadrivalent, enhancing the ability to specifically target tumor cells and potently activate T cells, and to block the ability of the cancer cells to shut down the immune system. Bria-TILsRx™: Multivalent Binding Reagents are designed to activate the immune system against cancer more specifically and more potently than current approaches.

Bria-TILsRx™ Advantages:

Multi-specific Binding Reagents have the potential to (i) bind more selectively to cancer cells and link them with T cells to kill the cancer cells; and (ii) block the ability of cancer cells to shut down the T cells more potently that current agents.

There are two approved BITEs to date, with many others in development: BLINCYTO® for leukemia and KIMMTRAK® for melanoma. These are limited by the cancer cell targets available. By using artificial AI, BriaPro can rapidly develop novel binding agents that can target more and different types of cancer than other BITEs. The BriaPro molecules are also able to engage more than one target, as shown below.

Current immunotherapies (Keytruda®, Opdivo®, Tecentriq®, etc.) block the ability of selected molecules on cancer cells to shut down the immune response (so-called immune checkpoints). Their mechanism of action is shown here.

However, cancer cells express multiple different immune checkpoints. Bria-TILsRx™ can block multiple immune checkpoints with a single molecule making them potentially more effective, as shown below.

Protein Kinase C delta (PKCδ) Inhibitors: BriaPro Small Molecule Program

Rationale:

30% of all human malignancies display activating RAS mutations. As well, another 60% show over-activity of Ras-signaling pathways. Ras has been termed “undruggable” (as it is difficult to make a Ras inhibitor drug). BriaCell’s novel, proprietary PKCδ inhibitors have shown activity against multiple RAS transformed tumors. Lung cancer, Melanoma, Breast cancer, Neuroendocrine cancer, Pancreatic cancer, Colorectal cancer. This target has an attractive safety profile based on in vivo studies and knock out mouse studies. PKCδ inhibitors should qualify for an accelerated clinical development plan and regulatory pathway. PKCδ inhibitors potentially offer a safe treatment for up to 90% of all human cancers.

Protein Kinase C delta (PKCδ) Inhibitors: Advantages:

BriaPro will have access to novel structures with extended patent life and large number of chemical moieties covered. Fourth generation inhibitors are under development using AI in collaboration with Receptor AI to optimize drug-like characteristics.

Studies have also shown that PKCδ inhibitors lack endothelial cell cytotoxicity & PKCδ deficient mice develop normally and are fertile. This portends an excellent safety profile.

The below graphic shows three generations of PKCδ inhibitors. The first generation is the natural compound rottlerin, which corresponds to Generation 1 in the table below. The low potency and selectivity of rottlerin for PKCδ was enhanced by making a hybrid struction, combining part of the staurosporine molecular structure (shown in red) with part of the rottlerin structure (shown in blue) to produce KAM1. Note that staurosporine is a highly potent but non-selective PKC inhibitor. The improvement in selectivity of KAM1 over rottlerin is shown in the table (Generation 2). KAM1 was further modified for produce BP-106 with enhances potency and selectivity (Generation 3).

High selectivity of the currently available inhibitors suggests an excellent safety profile with potent anti-cancer activity. Novel PKCδ inhibitors with excellent safety in vitro and in animal models have been developed and are being optimized. New generation molecules are being designed using AI.

Several in vitro and animal model studies have shown efficacy against various human cancers as depicted by the charts below.

PKCδ inhibitor reduces tumor burden in a human lung cancer model (left; the red line shows increasing tumor size in the control animals while the blue line shows the tumor size shrinking in the animals treated with a PKCδ inhibitor) and a human pancreatic cancer model (right) with decreases in tumor amounts (right top; the blue line shows increasing tumor size in the control animals while the purple line shows the tumor size shrinking in the animals treated with a PKCδ inhibitor) and increased survival (right bottom; survival is shown, which quickly goes to 0 in the control animals (purple line), but survival of the treated animals (green line) stabilizes at 50% and is maintained for up to 300 days).

Production and Services

BriaPro contains the expertise to both discover and develop novel drug candidates, take them through clinical testing and have them approved for use and marketing in humans. BriaPro will operate as a virtual company using contract research organizations for the bulk of the research that will be performed. This includes the molecular biology aspect of developing novel protein therapeutics, having them tested in vitro and tested in animal models, and performing IND enabling toxicology pharmacology and pharmacokinetics studies. BriaPro may develop a small laboratory presence to perform some of these activities in house.

Specialized Skill and Knowledge

BriaPro possesses individuals with expertise in multiple scientific areas relevant to drug discovery and development. This includes molecular biology, immunology, immuno - oncology, clinical pharmacology, preclinical evaluation, basic pharmacology, interpretation of toxicological studies, regulatory interactions, design and implementation of phase one, phase two, and phase three clinical studies. In addition BriaPro works with consultants who are experts in medicinal chemistry, artificial intelligence, structural biology, and other relevant disciplines.

Competitive Conditions

The market for cancer therapeutics is highly competitive. BriaPro will compete with other research teams who are also examining potential therapeutics with regards to cancer, both immunotherapies and targeted approaches. Many of its competitors have greater financial and operational resources and more experience in research and development than BriaPro. Other companies may have developed, or could in the future develop, new technologies that compete with BriaPro’s technologies or render its technologies obsolete. Competition in cancer therapeutics markets is primarily driven by (i) timing of technological introductions; (ii) the ability to develop, maintain and protect proprietary products and technologies; and (iii) expertise of research and development team. BriaPro possesses particular unique expertise and approaches that differentiate BriaPro from its competition. Very few competitors are using a quadrivalent platform to develop immunotherapies, and even fewer are targeting the specific receptors that BriaPro is targeting. As well, small molecules that combat RAS transformed tumors are not common and even less so protein kinase C delta inhibitors.

New Products

Bria-TILsRx™: Multi-Specific Binding Reagents - Immunotherapies for Cancer

Developed as potential immunotherapies for cancer, SpinCo’s two novel Bria-TILsRx™s are multi-specific binding reagents designed to act as potent immune cell activators and/or immune checkpoint inhibitors. They are expected to selectively target and destroy cancer cells without harming normal (non-cancerous) cells. This may mean less severe side effects for the treated cancer patients compared with those of alternative therapies.

PKCδ Inhibitors: Therapeutics for multiple disease indications including cancer

PKCδ, also called novel PKC, has been associated with a number of diseases including cancer. Selective inhibitors of PKCδ, have been shown to be effective treatments for several animal models of cancer and other diseases. SpinCo’s novel and highly selective PKCδ inhibitors may be developed as candidates for multiple disease indications, including several tumor types.

Components

BriaPro depends on third party suppliers to obtain BriaPro’s raw ingredients, intermediate drug substances and specialized equipment, which are necessary for the production of BriaPro’s products.

BriaPro currently obtains ingredients and API for the manufacturing of BriaPro’s pipeline products from specialized suppliers. For some components, including raw ingredients, BriaPro has so far identified only one supplier which is qualified for outsourcing and/or current good manufacturing practice (“cGMP”) process. If that supplier were to stop supplying the required ingredient(s), BriaPro would need to identify an alternative source of such components, if possible, and may need to wait until it is qualified for BriaPro’s outsourcing and/or cGMP process before procuring the components. This could cause substantial delays and a significant increase in costs to one or all of BriaPro’s development programs. If no alternate suppliers were identified, such supply issues could terminate the program.

Intellectual Property Rights

Protection of intellectual property is integral to BriaPro’s success. As such, BriaPro has and will continue to pursue patent protection, register trademarks, and protect other intellectual property through trade secrets, copyright, confidential disclosure agreements, and other mechanisms as appropriate. This includes the use of confidential disclosure agreements with all prospective vendors and partners, reviewed by legal counsel under the direction of BriaPro.

In order to maximize the duration of patent protection during the commercial life of a potential product and/or allow the generation of data to strengthen a potential patent, BriaPro may on occasion delay patent filing. However, BriaPro will ensure it does not risk the product protection during such delay.

To ensure protection of all trade secrets, BriaPro will put in place strict confidentiality agreements with its directors, executive officers and staff and stores research and development materials and data in secure facilities.

Patents and Proprietary Information

Licensing Agreement between Faller & Williams Technology LLC (“FWT”) and Sapientia Pharmaceuticals, Inc. (“Sapientia”)

On May 16, 2017, FWT and Sapientia (a subsidiary of BriaCell) entered into a licensing agreement (the “Licensing Agreement”). It is anticipated that the Licensing Agreement will be assigned and assumed by BriaPro from Sapientia on the closing of the Arrangement.

FWT is the owner of certain patents set forth in Exhibit A of the Licensing Agreement (collectively, the “Patents”), which were assigned to FWT from the inventors recorded at Reel/Frame 041014/0095 on January 19, 2017. FWT, pursuant to the Licensing Agreement, licensed the patents to Sapientia.

Certain royalties are payable by Sapientia to FWT pursuant to the Licensing Agreement. Following the first commercial sale of a first product in the United States, Sapientia shall pay to FWT 5% of net sales of products encompassed by one or more valid claims of the Patents within the territory specified in the Licensing Agreement, and 2.5% of net sales of products not encompassed within one or more valid claims of the Patents within the territory specified in the Licensing Agreement. Payment of such royalties must be made on or before January 1st and on or before July 1st of every year. In accordance with the terms of the Licensing Agreement, three years after receiving marketing approval from certain regulatory bodies listed in the Licensing Agreement, Sapientia must make minimum royalty payments to FWT of US$250,000 per year. Additionally, within 30 days of sublicensing the products to a third party in accordance with the terms of the Licensing Agreement, Sapientia must pay to FWT 25% of all consideration received by Sapientia for any such sublicense.

FWT retains all rights to use and practice the Patents and any improvement for research, education, and other non-commercial purposes, and may exercise those rights with or without Notice or compensation to Sapientia.

Patents licensed to Sapientia pursuant to the Licensing Agreement include:

Pursuant to the Licening Agreement, Sapientia agrees that the Patents are the property of FWT and agrees to not challenge their validity or ownership. Sapientia has no rights to the Patents except as expressly contained in the Licensing Agreement. Improvements made by Sapientia during the term of the Licensing Agreement shall be assigned to FWT and included as a part of the Licensing Agreement. The license granted to Sapientia from FWT is exclusive, and Sapientia has an exclusive license to make, use, sell, offer to sell, import, and export the rights afforded under the Patents in the field and in the territory, subject to rights reserved by FWT pursuant to the Licensing Agreement.

Cycles

The nature of BriaPro’s business is not seasonal or cyclical.

Economic Dependence

BriaPro does not have a contract upon which its business is substantially dependent.

Changes to Contracts

BriaPro does not anticipate any aspect of its business in the current financial year that would be affected by renegotiation or termination of contracts or sub-contracts.

Environmental Protection

BriaPro does not anticipate any financial or operational effects of environmental protection requirements on the capital expenditures, profit or loss and competitive position in the current financial year or in future years.

Management and Employees

BriaPro will initiate operations with four employees.

Foreign Operations

BriaPro does not have any foreign operations. Several of BriaPro’s contractors are located in other countries and this could present a risk to ongoing operations.

Lending

BriaPro does not have any lending operations.

Market Opportunity

BriaPro is dedicated to the development of novel immunotherapies to fight cancer and improve the lives of patients whose medical needs are currently unmet. The global cancer immunotherapy market is estimated at $115 billion in 2022.³ However, current immunotherapies only work in some cancers, and even then, not in all patients. Recent entries into the cancer immunotherapy field are bi-specific T cell engagers (BITEs). To date, there are two approved BITEs, with many others in development: BLINCYTO® for leukemia and KIMMTRAK® for melanoma. These existing options are limited by the cancer cell targets available. By using AI, BriaPro can rapidly develop novel binding agents that can target more and different types of cancer. Currently, one of BriaPro’s lead drug discovery candidates, Protein Kinase C Delta (PKCδ) Inhibitors, is being developed with AI with the intention of boosting the ability of the body’s own cancer-fighting cells to destroy various types of cancerous tumors. Technology and discovery like this allows BriaPro to also exist and be an early competitor in a market subset of AI-driven drug discovery, a sector that has seen investments triple over the past four years, reaching $24.6 billion in 2022.⁴

BriaPro expects any products that it develops and commercializes to compete on the basis of, among other things, efficacy, safety, price and the availability of reimbursement from government and other third-party payors. BriaPro’s commercial opportunity is significantly influenced by its ability to obtain regulatory approval for current product candidates or any future product candidate more rapidly than BriaPro’s competitors.

³ “Cancer Immunotherapy Market Size, Share & Trends Analysis Report by Product (Monoclonal Antibodies, Immunomodulators), By Application, By Distribution Channel, By End-use, By Region, And Segment Forecasts, 2023-2030),” https://www.grandviewresearch.com/industry-analysis/cancer-immunotherapy market#:~:text=Report%20Overview,8.7%25%20from%202023%20to%202030.

⁴ “Who owns drugs developed with AI?” https://bio.news/bios-view/who-owns-ai-developed-drugs-artificial-intelligence-machine-learning.

Regulatory Environment

Drug products must be approved by the appropriate governing body before it can be sold in that country or area. The FDA approves products for the United States market and Health Canada approves products for the Canadian market. The European Medicines Agency (“EMA”) approves products for the European Union. While the process by which products are approved by the FDA and Health Canada is very similar, each regulatory body has its own unique requirements for a product. In both cases, the development of a product through to approval can be a lengthy process and, in some cases, can take over ten years. While early studies conducted in one jurisdiction will usually be accepted in the other, further and somewhat modified studies may be required to have a product approved in another jurisdiction.

The process required by the FDA before drug products may be marketed in the United States generally involves the following:

The preclinical research, clinical testing and approval process require substantial time, effort, and financial resources, and SpinCo cannot be certain that any approvals for SpinCo’s product candidates will be granted on a timely basis, if at all. An IND is a request for authorization from the FDA to administer an investigational new drug product to humans in clinical trials. The central focus of an IND submission is on the general investigational plan and the protocol(s) for human clinical trials. The IND also includes results of animal studies assessing the toxicology, pharmacokinetics, pharmacology, and pharmacodynamic characteristics of the product; chemistry, manufacturing, and controls information; and any available human data or literature to support the use of the investigational new drug. An IND must become effective before human clinical trials may begin. An IND will automatically become effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions related to the proposed clinical trials. In such a case, the IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any outstanding concerns or questions before clinical trials can begin. Accordingly, submission of an IND may or may not result in the FDA allowing clinical trials to commence. As drug product programs continue in development, clinical trial protocols, additional preclinical testing results, and manufacturing information is submitted with the IND to facilitate discussions with the FDA and approval of additional clinical trials. See “Risk Factors”.

BriaCell Selected Carve-Out Financial Information (SpinCo Assets)

The following table sets out selected audited annual carve-out financial information of BriaCell in respect of the SpinCo Assets as at July 31, 2022 and 2021 and should be considered in conjunction with the more complete information contained in the carve-out balance sheet and carve-out consolidated statement of loss and comprehensive loss appended as Schedule “F” to this Proxy Statement.

The following table sets out selected interim carve-out financial information of BriaCell in respect of the SpinCo Assets as at April 30, 2023 and July 31, 2022 and should be considered in conjunction with the more complete information contained in the carve-out balance sheet and carve-out consolidated statement of loss and comprehensive loss appended as Schedule “E” and Schedule “F” to this Proxy Statement.

There are no pro forma adjustments required to be made to the April 30, 2023 carve-out balance sheet of BriaCell in respect of the SpinCo Assets. As such, no additional pro forma financials have been provided.

Description of the SpinCo Shares

The authorized capital of SpinCo consists of an unlimited number SpinCo Shares without par value. Upon completion of the Arrangement, it is anticipated that there will be approximately 49.95 million SpinCo Shares outstanding. Ownership of the SpinCo Shares will initially be split between BriaCell and BriaCell Shareholders.

Pursuant to the articles of SpinCo, the SpinCo Board has the authority to consolidate the SpinCo Shares, which it may use in the future in order to arrive at minimum trading price requirements or a price as may be subsequently determined by the SpinCo Board and which may be acceptable to any exchange in the event of a possible future listing.

Dividend Policy

SpinCo has not paid dividends since its incorporation. SpinCo currently intends to retain all available funds, if any, for use in its business and does not anticipate paying any dividends for the foreseeable future.

Voting and Other Rights

Holders of SpinCo Shares are entitled to one (1) vote per SpinCo Share at all meetings of SpinCo Shareholders, to receive dividends as and when declared by the directors and to receive a pro rata share of the assets of SpinCo available for distribution to holders of SpinCo Shares in the event of liquidation, dissolution or winding up of SpinCo. All SpinCo Shares rank pari passu with each other as to all benefits which might accrue to the holders of SpinCo Shares.

Consolidated Capitalization

SpinCo has not completed a financial year. There have not been any material changes in the share and loan capital of SpinCo since the date of incorporation other than the proposed issuance of SpinCo Shares to BriaCell to complete the direct or indirect acquisition of the SpinCo Assets under the Plan of Arrangement. See the audited financial statements of SpinCo as at the date of incorporation on May 15, 2023 appended as Schedule “E” to this Proxy Statement, and the Carve-Out Financial Statements appended as Schedule “F” to this Proxy Statement.

Options and Other Rights to Purchase Shares

The SpinCo Board has adopted the SpinCo Incentive Plan, subject to approval by the BriaCell Shareholders. The purpose of the SpinCo Incentive Plan is to allow SpinCo to issue performance share units (“PSUs”), restricted share units (“RSUs”), and deferred share units (“DSUs” and together with the PSUs and RSUs, “Share Units”) and SpinCo Options (together with the Share Units, “Awards”) to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of SpinCo. The granting of such options is intended to align the interests of such persons with that of the shareholders.

Following the closing of the Arrangement and the exchange of BriaCell Options for BriaCell Replacement Options and SpinCo Options under the Plan of Arrangement, BriaCell Replacement Options (and, any new options of BriaCell granted thereafter) will continue to be governed by the BriaCell Omnibus Plan or BriaCell Stock Option Plan, as applicable, based on the original issuance of such BriaCell Options, and SpinCo Options shall be governed by the SpinCo Incentive Plan. The exercise price of the BriaCell Options exchanged will be apportioned between the BriaCell Replacement Options and the SpinCo Options, subject to adjustments as provided for therein.

There are no other immediate plans to grant SpinCo Options under the SpinCo Incentive Plan. As the date hereof, there is no current market for the SpinCo Shares. As such, the market value of the SpinCo Shares underlying the Awards has not been determined.

The full text of the SpinCo Incentive Plan is available for viewing up to the date of the Meeting at BriaCell’s offices at 235 15^th Street, Suite 300, West Vancouver, B.C, V7T 2X1 and will also be available for review at the Meeting.

Prior Sales

SpinCo has not issued any shares except for one (1) incorporation SpinCo Share to BriaCell on May 15, 2023 for consideration of C$0.01.

Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

There are no SpinCo Shares currently held in escrow or that are subject to a contractual restriction on transfer.

Resale Restrictions

See “Securities Law Considerations” in this Proxy Statement.

There is currently no market through which the SpinCo Shares may be sold and, unless the SpinCo Shares are listed on a stock exchange, BriaCell Shareholders may not be able to resell the SpinCo Shares. There can be no assurances that SpinCo will obtain such a listing on the TSX, NASDAQ or any other recognized North American stock exchange.

Principal Shareholders

Except as described below, to the knowledge of the directors and executive officers of SpinCo, and based on existing information as of the date hereof, no person or company, upon completion of the Arrangement will, beneficially own, or control or direct, directly or indirectly, voting securities of SpinCo carrying 10.0% or more of the voting rights attached to any class of voting securities of SpinCo, except from BriaCell, who will initially own 66.67% ownership of SpinCo. Upon the completion of the Arrangement, it is expected that the directors and executive officers of SpinCo as a group, will beneficially own, directly or indirectly, or exercise control or direction over an aggregate of approximately 0.10% SpinCo Shares.

Directors and Officers

The following table sets forth certain information with respect to each proposed director and executive officer of SpinCo:

Notes:

Upon the completion of the Arrangement, it is expected that the directors and executive officers of SpinCo as a group, will beneficially own, directly or indirectly, or exercise control or direction over an aggregate of approximately 0.10% SpinCo Shares.

The principal occupations of each of the proposed directors and executive officers of SpinCo within the past five years are disclosed in the table above.

Biographical Information

William V. Williams, President and Chief Executive Officer, Director, is a seasoned biopharmaceutical executive with over 35 years of industry and academic expertise, including significant clinical management in multinational pharmaceutical companies. Dr. Williams has served as President, Chief Executive Officer and Director of the Company since November 1, 2016. Dr. Williams served as Vice President of Exploratory Development at Incyte Corporation from March 2005 through November 2016. There he facilitated entry of over 20 compounds into the clinic, including ruxolitinib (Jakafi), baricitinib (Olumiant), and epacadostat. Dr. Williams held several positions at GlaxoSmithKline Pharmaceuticals, including Director and Head of Clinical Pharmacology, Musculoskeletal, Inflammation, Gastrointestinal and Urology from December 2004 through March 2005; Director and Head of Clinical Pharmacology, Oncology, Musculoskeletal and Inflammation from March 2002 through December 2004; and Head of Experimental Medicine and Vice President of Clinical Pharmacology from December 2000 through March 2002. He has also served as Assistant Professor of Medicine and the Director of Rheumatology Research at the University of Pennsylvania from July 1991 through January 1998. Dr. Williams earned his BSc in Chemistry and Biotechnology from Massachusetts Institute of Technology and Medical Doctorate from Tufts University School of Medicine. We believe that Dr. Williams is qualified to serve as a member of SpinCo’s Board because of his experience as our President and Chief Executive Officer, as well as his depth of academic and biopharmaceutical industry experience.

Gadi Levin, Chief Financial Officer, was appointed Chief Financial Officer and Corporate Secretary of the Company on February 1, 2016. Mr. Levin has also served as Chief Financial Officer and Director of Vaxil Bio Ltd since March 1, 2016, and the Finance Director of Eco (Atlantic) Oil & Gas Ltd. since December 1, 2016. Mr. Levin has over 15 years of experience working with public U.S., Canadian and multi-jurisdictional public companies. Previously, Mr. Levin served as Chief Financial Officer of DarioHeath Corp. from November 2013 through January 2015 and Adira Energy Ltd. from July 2010 to March 2018. Mr. Levin also served as the Vice President of Finance and Chief Financial Officer for two Israeli investment firms specializing in private equity, hedge funds and real estate. Mr. Levin began his CPA career in 1995 at the accounting firm Arthur Andersen, where he worked for nine years, specializing in U.S. listed companies involved in initial public offerings. Mr. Levin has a Bachelor of Commerce degree in Accounting and Information Systems from the University of Cape Town, South Africa, and a post graduate diploma in Accounting from the University of South Africa. He received his Chartered Accountant designation in South Africa and has an MBA from Bar Ilan University in Israel.

Martin E. Schmieg, Director, rejoined the Board on November 24, 2020. Having served as a member of BriaCell’s Board from 2016 to March 2019, Mr. Schmieg is a “C” level executive with a diversified background in the global biotech, med-tech and pharmaceutical industries with 40 years of business experience. Since November 2021, Mr. Schmieg has served as Chief Technology and Financial Officer of Clear Intradermal Technologies, Inc. (formerly ClearIt, LLC). From 2013 to November 2021, Mr. Schmieg served as Co-Founder, General Manager and CEO of ClearIt, LLC, an emerging private technology company based in Massachusetts which is developing the ERASER System for aesthetic and medical skin treatments. He has also served as the Founder and General Manager of Soar Ventures, a strategic advisory services firm, since 2013. Since 2010, Mr. Schmieg has been providing strategic advisory services to the life sciences industry, including engagements with the following companies: NeoStem, Inc. (now Caladrius Biosciences, Inc.), Beckman Coulter Genomics, Calimmune, Inc., Cryoport, Inc., and Sapientia Pharmaceuticals, Inc. In 2006, Mr. Schmieg assumed the position of Chief Executive Officer of Freedom-2, Inc., a venture start-up in novel dermatology applications, which was reverse merged into Nuvilex, Inc., now PharmaCyte, Inc. As a hands-on leader, Mr. Schmieg’s early career focused on accounting and financial management responsibilities, serving as Chief Financial Officer to privately held Advanced Bionics Corporation from 2003 to 2004 and Cytometrics, Inc. from 1992 to 2000, as well as publicly traded Isolagen, Inc. from 2005 to 2006 and Sirna Therapeutics, Inc. from 2004 to 2006. Mr. Schmieg holds a BS from LaSalle University, Philadelphia, PA and is a certified public accountant. We believe that Mr. Schmieg is qualified to serve as a member of SpinCo’s Board due to his extensive experience in the capital markets and pharmaceutical industry.

Jane A. Gross, Director, was appointed to the Board on November 1, 2021. Dr. Gross is a highly experienced biotech executive with over 30 years in leading research and development teams from discovery through preclinical evaluation and clinical development of therapeutics for the treatment of cancer and autoimmune and inflammatory diseases. Dr. Gross has served as a consultant executive in research and development for Aptevo Therapeutics Inc. since 2021. Dr. Gross has also served as an independent director for aTyr Pharmaceuticals (NASDAQ: LIFE) since 2019, a biotechnology company developing novel therapeutics for respiratory diseases and multiple cancer indications. Dr. Gross’s experience includes roles such as Chief Scientific Officer and SVP, Research and Non-Clinical Development at Aptevo Therapeutics (NASDAQ: APVO) from 2016 to 2022, during which she led the discovery of novel antibody-based, biospecific protein therapeutics as immunotherapies to treat diseases like cancer. Previously, Dr. Gross served as VP, Applied Research and Non-Clinical Development at Emergent BioSolutions (NYSE: EBS) from 2011 to 2016, during which she successfully introduced a drug to patients from the design stage into the clinic stage. Formerly, as VP, Immunology Research at ZymoGenetics from 2009 to 2010, Dr. Gross discovered and developed 30+ new product candidates, completed partnerships and out-licensing of assets, and helped position ZymoGenetics for a successful acquisition by Bristol Myers Squibb (NYSE: BMY) in 2010. Dr. Gross earned her Ph.D. in Immunology from the University of California, Berkeley and her Post-Doctoral Fellowship from the University of Washington in Immunology. We believe that Dr. Gross is qualified to serve as a member of SpinCo’s Board due to her extensive industry-specific research and business experience, as well as her impressive academic background.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions or Individual Bankruptcies, Penalties or Sanctions or Individual Bankruptcies

Other than as disclosed below, to the knowledge of SpinCo, no director or executive officer:

None of the proposed directors or executive officers (or any of their personal holding companies) has been subject to:

Conflicts of Interest

The common directors and officers of BriaCell and SpinCo are not expected to be subject to any conflicts of interest.

Statement of Executive Compensation

Summary Compensation

SpinCo was incorporated on May 15, 2023 and has not yet completed a financial year. No compensation has been paid to date. In addition, it has no compensatory plan or other arrangements in respect of compensation received or that may be received by its Chief Executive Officer or its Chief Financial Officer in its current financial year.

SpinCo does not currently have any compensation policies or mechanisms in place. The compensation policies are anticipated to be comprised of three components; base salary, bonus compensation and equity participation through the SpinCo Incentive Plan. In addition, Named Executive Officers will be entitled to participate in a benefits program to be implemented by SpinCo. A Named Executive Officer’s base salary will be intended to remunerate the Named Executive Officer for discharging job responsibilities and will reflect the executive’s performance over time. Base salaries are used as a measure to compare to, and remain competitive with, compensation offered by competitors and as the base to determine other elements of compensation and benefits. The stock option component of a NEO’s compensation, which may include a vesting element to ensure retention, will aim to meet the objectives of the compensation program to be implemented, by both motivating the executive towards increasing share value and enabling the executive to share in the future success of SpinCo. Discretionary performance-based bonuses will be considered from time to time to reward those who have achieved exceptional performance and meet the objectives of SpinCo’s compensation program by rewarding pay for performance. Other benefits will not form a significant part of the remuneration package of any of the Named Executive Officers of SpinCo.

Upon completion of the Arrangement, the Named Executive Officers of SpinCo are expected to be William V. Williams (President, CEO and Director) and Gadi Levin (CFO).

The SpinCo Board has adopted the SpinCo Incentive Plan, which plan is also subject to approval by the BriaCell Shareholders. The SpinCo Incentive Plan, once implemented, will allow for the granting of Awards to its officers, employees and directors. The purpose of granting such Awards would be to assist SpinCo in compensating, attracting, retaining and motivating the directors, officers, employees and consultants of SpinCo and to closely align the personal interests of such persons to that of the shareholders of SpinCo. The SpinCo Incentive Plan, once implemented, will be used to provide Awards which will be awarded based on the recommendations of the directors of SpinCo, taking into account the level of responsibility of such person, as well as his or her past impact on or contribution to, and/or his or her ability in future to have an impact on or to contribute to the longer term operating performance of SpinCo. The SpinCo Board will determine the vesting provisions of all Awards.

Other than the SpinCo Options that the Named Executive Officers will receive on completion of the Arrangement by virtue of holding BriaCell Options, SpinCo has not made and has no immediate intention to make any option-based or share-based awards to any of its Named Executive Officers.

Pension Plan Benefits

SpinCo does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Termination of Employment, Change in Responsibilities and Employment Contracts

SpinCo has no employment contracts between it and any of its Named Executive Officers.

Prior to the closing of the Arrangement, SpinCo will enter into the Transition Services Agreement with BriaCell, whereby certain BriaCell employees will assist with the day to day operation of SpinCo. For the short term, SpinCo will continue to rely on BriaCell to assist with operations. This is subject to change, depending on potential future growth of the SpinCo business and obtaining financing for growth.

Defined Benefit or Actuarial Plan Disclosure

SpinCo has no defined benefit or actuarial plans.

Director Compensation

Following completion of the Arrangement, and subject to raising additional capital, SpinCo is expected to adopt a compensation program for directors.

Upon completion of the Arrangement, SpinCo will adopt a compensation program for directors. The objectives of the director compensation program will be to attract, retain and inspire performance of members of the SpinCo Board of a quality and nature that will enhance SpinCo’s growth. The compensation will be intended to provide an appropriate level of remuneration considering the experience, responsibilities, time requirements and accountability of directors. The philosophy, and market comparisons and review with respect to director compensation, will be the same as for the executive compensation programs to be implemented by SpinCo.

The SpinCo Incentive Plan, once implemented, will allow for the granting of Awards to its officers, employees and directors. The purpose of granting such Awards would be to assist SpinCo in compensating, attracting, retaining and motivating the directors of SpinCo and to closely align the personal interests of such persons to that of the shareholders of SpinCo.

No Awards have been granted by SpinCo since the date of its incorporation on May 15, 2023.

Other than the SpinCo Options that the Named Executive Officers will receive on completion of the Arrangement by virtue of holding BriaCell Options, SpinCo has not made and has no immediate intention to make any option-based or share-based awards to any of its Named Executive Officers.

Transition Services Agreement

Prior to closing of the Arrangement, SpinCo will enter into the Transition Services Agreement with BriaCell, whereby certain BriaCell employees will assist with the day to day operation of SpinCo. For the short term, SpinCo will continue to rely on BriaCell to assist with operations. This is subject to change, depending on potential future growth of the SpinCo business and obtaining financing for growth.

The services provided will include: (a) general administrative corporate services, including accounting, tax, finance, legal and regulatory, payroll, corporate human resources and pension management, environmental, health and safety administration, procurement and information technology; (b) credit support services; (c) accounting, administrative and budgeting; and (d) access to BriaCell personnel, BriaCell systems and BriaCell back office support.

As consideration for provision of the services, the SpinCo shall pay to the BriaCell the amount specified for each service. In addition to such amount, in the event that BriaCell or any of its Affiliates incurs reasonable and documented out-of-pocket expenses in connection with the provision of any service, including, without limitation, license fees and payments to third party subcontractors, but excluding payments made to employees of BriaCell or any of its Affiliates pursuant to the Transition Services Agreement (such included expenses, collectively, “Out-of-Pocket Costs”), SpinCo shall reimburse BriaCell for all such Out-of-Pocket Costs in accordance with the invoicing procedures set forth in the Transition Services Agreement.

Upon the termination or expiration of any or all services pursuant to the Transition Services Agreement, or upon the termination of the Transition Services Agreement in its entirety, BriaCell shall have no further obligation to provide the applicable terminated services, and SpinCo will have no obligation to pay any future compensation or Out-of-Pocket Costs relating to such services, other than for or in respect of services already provided in accordance with the terms of the Transition Services Agreement and received prior to the effective date of any such termination.

Audit Committee and Corporate Governance

Audit Committee

SpinCo will appoint an audit committee (the “SpinCo Audit Committee”) following the completion of the Arrangement. The members of the SpinCo Audit Committee will be William V. Williams, Martin E. Schmieg and Jane Gross. A majority of the members of the SpinCo Audit Committee will be independent, and each member of the SpinCo Audit Committee to be appointed will have adequate education and experience that is relevant to their performance as an audit committee member and, in particular, the requisite education and experience that have provided the member with the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by SpinCo’s financial statements.

Note:

(1) As such term is defined under applicable Securities Legislation.

It is intended that the SpinCo Audit Committee will establish a practice of approving audit and non-audit services provided by the external auditor. The SpinCo Audit Committee intends to delegate to its chairperson the authority, to be exercised between regularly scheduled meetings of the SpinCo Audit Committee, to preapprove audit and non-audit services provided by the independent auditor. All such pre-approvals would be reported by the chairperson at the meeting of the SpinCo Audit Committee next following the pre-approval.

The charter to be adopted by the SpinCo Audit Committee is expected to be substantially in the form attached to this Proxy Statement of Schedule “I”.

To date, SpinCo has paid no fees to its external auditor.

Reliance on Certain Exemptions

At no time since the incorporation of SpinCo has SpinCo relied on the exemption listed in Item 5 of Form 52-110F2 – Disclosure by Venture Issuers. SpinCo is relying on the exemption in Section 6.1 of NI 52-110.

Corporate Governance

Please refer to Schedule “G” for the required disclosure under National Instrument 58-101 – Disclosure of Corporate Governance Practices for SpinCo.

Promoter

BriaCell took the initiative in SpinCo’s organization and, accordingly, may be considered to be the promoter of SpinCo within the meaning of applicable Securities Legislation. BriaCell will, at the closing of the Arrangement, beneficially own, control or direct 66.67% of SpinCo. During the period from incorporation to and including the closing of the Arrangement, the only material thing of value which BriaCell has or will receive from SpinCo is the SpinCo Shares to be issued to BriaCell in connection for the transfer, directly or indirectly, of the SpinCo Assets to SpinCo, a portion of which SpinCo Shares will be distributed to the BriaCell Shareholders pursuant to the Arrangement.

Legal Proceedings

To the best of SpinCo’s knowledge, following due enquiry, SpinCo is not a party to any material legal proceedings and SpinCo is not aware of any such proceedings known to be contemplated.

To the best of SpinCo’s knowledge, following due enquiry, there have been no penalties or sanctions imposed against SpinCo by a court relating to federal, state, provincial and territorial Securities Legislation or by a securities regulatory authority since incorporation, nor have there been any other penalties or sanctions imposed by a court or regulatory body against SpinCo and it has not entered into any settlement agreements before a court relating to provincial and territorial Securities Legislation or with a securities regulatory authority.

Interest of Management and Others in Material Transactions

No director, executive officer or greater than 10.0% shareholder of SpinCo and no associate or affiliate of the foregoing persons has or had any material interest, direct or indirect, in any transaction since incorporation or in any proposed transaction which in either such case has materially affected or will materially affect SpinCo save as described herein.

Auditors

The auditor of SpinCo is MNP LLP.

Registrar and Transfer Agent

The registrar and transfer agent for the SpinCo Shares and the BriaCell Shares is Computershare Investor Services Inc. at its principal offices in Toronto, Ontario, and Computershare Trust Company N.A. at its principal offices in Canton, Massachusetts is the affiliate transfer agent and registrar in the U.S.

Material Contracts

The only agreements or contracts that SpinCo has entered into since its incorporation or will enter into as part of the Arrangement which may be reasonably regarded as being material are as follows:

A copy of any material agreement may be inspected at any time up to the commencement of the Meeting during normal business hours at SpinCo’s offices, located at 235 15^th Street, Suite 300, West Vancouver B.C, V7T 2X1 and under BriaCell’s profile on the SEDAR website at www.sedar.com and on EDGAR at www.sec.gov.

Risk Factors

The securities of BriaCell and SpinCo should be considered highly speculative investments and the transactions contemplated herein should be considered of a high-risk nature. BriaCell Shareholders should carefully consider all of the information disclosed in this Proxy Statement prior to voting on the matters being put before them at the Meeting.

Arrangement Risk Factors

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of BriaCell and SpinCo, including receipt of BriaCell Shareholder approval at the Meeting and receipt of the Final Order. There can be no certainty, nor can BriaCell or SpinCo provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied.

In addition to the other information presented in this Proxy Statement, the following risk factors should be given special consideration:

Nature of the Securities and Regulatory Approval

The trading price of the New BriaCell Shares on the Effective Date may vary from the trading price of the BriaCell Shares as at the date of execution of the Arrangement Agreement, the date of this Proxy Statement and the date of the Meeting and may fluctuate depending on investors’ perceptions of the merits of the Arrangement.

The number of SpinCo Shares being issued in connection with the Arrangement will not change despite decreases or increases in the market price of the BriaCell Shares. Many of the factors that affect the market price of the BriaCell Shares (and, assuming the completion of the Arrangement, the New BriaCell Shares) are beyond the control of BriaCell. These factors include fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.

There is no assurance that the Arrangement will be completed.

Financing Risks

If the Arrangement is completed, additional funding will be required to conduct future clinical programs and other business development initiatives within the SpinCo Assets. If SpinCo’s proposed programs are successful, additional funds may also be required for such purposes. The only source of future funds presently available to SpinCo is through the sale of equity capital. There is no assurance that any such funds will be available for operations. Failure to obtain additional financing on a timely basis could cause SpinCo to reduce or terminate its proposed operations.

Proposed Plan of Arrangement not Approved

There is no assurance that the Arrangement can be completed as proposed or without BriaCell Shareholders exercising their Dissent Rights in respect of a substantial number of BriaCell Shares.

If the Arrangement Resolution is not approved by the BriaCell Shareholders or, even if the Arrangement Resolution is approved, as a result of the SpinCo Assets being transferred, directly or indirectly, to SpinCo, an entity separate from BriaCell, the market price of the BriaCell Shares or the New BriaCell Shares, as the case may be, may decline to the extent that the current market price of the BriaCell Shares either reflects a market assumption that the Plan of Arrangement will be completed or reflects the value associated with the SpinCo Assets, as applicable.

Success of Business

There is no assurance that the businesses of BriaCell or SpinCo, after completing the Arrangement, will be successful.

Resale Restrictions

While BriaCell believes that the SpinCo Shares to be distributed to BriaCell Shareholders pursuant to the Arrangement will not be subject to any resale restrictions (save, restrictions applicable to securities held by control persons, restrictions flowing from current restrictions associated with a BriaCell Shareholder’s BriaCell Shares, and restrictions applicable to persons who are “affiliates” (as defined in Rule 144 under the U.S. Securities Act) of SpinCo or BriaCell, as discussed under “U.S. Securities Laws”), each BriaCell Shareholder is urged to obtain appropriate legal advice regarding applicable Securities Legislation

Tax Considerations

The transactions contemplated herein may give rise to significant adverse tax consequences to BriaCell Shareholders and each such BriaCell Shareholder is urged to consult his, her or its own tax advisor.

Certain costs related to the Arrangement, such as legal and accounting fees, must be paid by BriaCell even if the Arrangement is not completed.

Unaudited Pro Forma Consolidated Financial Statements of SpinCo are Presented for Illustrative Purposes Only

The unaudited pro forma consolidated financial statements contained in this Proxy Statement are presented for illustrative purposes only as of their respective dates and may not be an indication of the financial condition or results of operations of SpinCo following the Arrangement for several reasons. For example, the unaudited pro forma consolidated financial statements have been derived from the respective historical financial statements of BriaCell and certain adjustments and assumptions made as of the dates indicated therein may not be fully relevant to SpinCo and other adjustments and assumptions have been made to give effect to the Arrangement and the other respective relevant transactions which may not, with the passage of time, turn out to be relevant or correct. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy.

Uninsurable Risks

The businesses of the parties involved in the Arrangement may not be insurable or the insurance may not be purchased due to high cost. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the common shares of BriaCell and SpinCo and other parties to the Arrangement.

No Certainty that all Conditions Precedent to the Plan of Arrangement will be Satisfied

The completion of the Plan of Arrangement is subject to a number of conditions precedent, certain of which are outside the control of BriaCell, including satisfaction of the conditions precedent to the receipt of the Final Order. There can be no certainty, nor can BriaCell provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Plan of Arrangement is not completed, the market price of the BriaCell Shares may decline to the extent that the current market price reflects a market assumption that the Plan of Arrangement will be completed.

Risks Associated with the Business of SpinCo

Nature of the Securities and No Assurance of any Listing

SpinCo Shares are not currently, and will not as a result of the Arrangement, be listed on any stock exchange and there is no assurance that the SpinCo Shares will ever be listed on any stock exchange. Even if a listing is obtained in the future, the holding of SpinCo Shares will involve a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. SpinCo Shares should not be held by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in securities of SpinCo should not constitute a major portion of an investor’s portfolio.

Future Sales or Issuances of Securities

SpinCo may issue additional securities to finance future activities. SpinCo cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the SpinCo Shares. Sales or issuances of substantial numbers of SpinCo Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the SpinCo Shares. With any additional sale or issuance of SpinCo Shares, investors will suffer dilution to their voting power and SpinCo may experience dilution in its earnings per share.

Possible Non-Completion of Arrangement

There is no assurance that the Arrangement will receive regulatory, stock exchange, Court or shareholder approval or will be completed. If the Arrangement is not completed, SpinCo will remain a Subsidiary of BriaCell. If the Arrangement is completed, SpinCo Shareholders (which will include BriaCell and BriaCell Shareholders who receive SpinCo Shares) will be subject to the risk factors described below relating to SpinCo’s business and operations.

Limited Operating History

SpinCo was incorporated on May 15, 2023 and has a limited operating history and no operating revenues. SpinCo is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. There is no assurance that SpinCo will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of the early stage of operations.

SpinCo has a limited operating history. On consummation of the Arrangement, as a reporting issuer, SpinCo will be subject to reporting requirements under applicable securities law. Compliance with these requirements will result in legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on existing systems and resources. Among other things, SpinCo will be required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could harm SpinCo’s business and results of operations. SpinCo may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses. Management of SpinCo believes that being a reporting issuer will make it more expensive to maintain director and officer liability insurance. This factor could also make it more difficult for SpinCo to retain qualified directors and executive officers. Failure or delay in compliance with reporting requirements under applicable securities law could adversely affect the business, financial condition, liquidity and results of operations of SpinCo and, more specifically, could result in regulatory penalties, market criticism or the imposition of cease trade orders in respect of the SpinCo Shares.

Lack of Supporting Clinical Data

The clinical effectiveness and safety of any of SpinCo’s developmental products is not yet supported by extensive clinical data and the medical community has not yet developed a large body of peer reviewed literature that supports the safety and efficacy of SpinCo’s products. If future studies call into question the safety or efficacy of SpinCo’s products, SpinCo’s business, financial condition, and results of operations could be adversely affected.

Unproven Market for Product Candidates

SpinCo believes that the anticipated market for its potential products and technologies if successfully developed will continue to exist and expand. These assumptions may prove to be incorrect for a variety of reasons, including competition from other products and the degree of commercial viability of the potential product.

Growth of Business

Anticipated growth in all areas of SpinCo’s business is expected to continue to place a significant strain on its managerial, operational and technical resources. SpinCo expects operating expenses and staffing levels to increase in the future. To manage such growth, SpinCo must expand its operational and technical capabilities and manage its employee base while effectively administering multiple relationships with various third parties. There can be no assurance that SpinCo will be able to manage its expanding operations effectively. Any failure to implement cohesive management and operating systems, to add resources on a cost-effective basis or to properly manage SpinCo’s expansion could have a material adverse effect on its business and results of operations.

Reliance on Third Parties

SpinCo does not expect to have any in-house manufacturing, pharmaceutical development or marketing capability. To be successful, a product must be manufactured and packaged in commercial quantities in compliance with regulatory requirements and in reasonable time frames and at accepted costs. SpinCo intends to contract with third parties to develop its products. No assurance can be given that SpinCo or its suppliers will be able to meet the supply requirements in respect of the product development or commercial sales. Production of therapeutic products may require raw materials for which the sources and amount of supply are limited, or may be hindered by quality or scheduling issues in respect of the third party suppliers over which SpinCo has limited control. An inability to obtain adequate supplies of raw materials could significantly delay the development, regulatory approval and marketing of a product. SpinCo has limited in-house personnel to internally manage all aspects of product development, including the management of multi-center clinical trials. SpinCo is significantly reliant on third-party consultants and contractors to provide the requisite advice and management. There can be no assurance that the clinical trials and product development will not encounter delays which could adversely affect prospects for SpinCo’s success. To be successful, an approved product must also be successfully marketed. The market for SpinCo’s product being developed by SpinCo may be large and will require substantial sales and marketing capability. At the present time, SpinCo does not have any internal capability to market pharmaceutical products. SpinCo intends to enter into one or more strategic partnerships or collaborative arrangements with pharmaceutical companies or other companies with marketing and distribution expertise to address this need. If necessary, SpinCo will establish arrangements with various partners for geographical areas. There can be no assurance that SpinCo can market, or can enter into a satisfactory arrangement with a third party to market a product in a manner that would assure its acceptance in the marketplace.

However, if a satisfactory arrangement with a third party to market and/or distribute a product is obtained; SpinCo will be dependent on the corporate collaborator(s) who may not devote sufficient time, resources and attention to SpinCo’s programs, which may hinder efforts to market the products. Should SpinCo not establish marketing and distribution strategic partnerships and collaborative arrangements on acceptable terms, and undertake some or all of those functions, SpinCo will require significant additional human and financial resources and expertise to undertake these activities, the availability of which is not guaranteed. SpinCo will rely on third parties for the timely supply of raw materials, equipment, contract manufacturing, and formulation or packaging services. Although SpinCo intends to manage these third-party relationships to ensure continuity and quality, some events beyond SpinCo’s control could result in complete or partial failure of these goods and services. Any such failure could have a material adverse effect on the financial conditions and results of operations of SpinCo. Due to the complexity of the process of developing pharmaceutical products, SpinCo’s business may depend on arrangements with pharmaceutical and biotechnology companies, corporate and academic collaborators, licensors, licensees and others for the research, development, clinical testing, technology rights, manufacturing, marketing and commercialization of its products. Such agreements could obligate SpinCo to diligently bring potential products to market, make milestone payments and royalties that, in some instances, could be substantial, and incur the costs of filing and prosecuting patent applications. There can be no assurance that SpinCo will be able to establish or maintain collaborations that are important to its business on favourable terms, or at all. A number of risks arise from SpinCo’s potential dependence on collaborative agreements with third parties. Product development and commercialization efforts could be adversely affected if any collaborative partner terminates or suspends its agreement with SpinCo, causes delays, fails to on a timely basis develop or manufacture in adequate quantities a substance needed in order to conduct clinical trials, fails to adequately perform clinical trials, determines not to develop, manufacture or commercialize a product to which it has rights, or otherwise fails to meet its contractual obligations. SpinCo’s collaborative partners could pursue other technologies or develop alternative products that could compete with the products SpinCo is developing.

SpinCo is expected to sign Non-Disclosure Agreements (“NDA”) with third parties with which it engages in research and development activities. There is no guarantee that, despite the terms of the NDA which bind third parties, SpinCo will ultimately be able to prevent such third parties from breaching their obligations under the NDA. Use of SpinCo’s confidential information in an unauthorized manner is likely to negatively affect SpinCo.

Pre-Clinical Studies and Initial Clinical Trials Not Necessarily Predictive of Future Results

Pre-clinical tests and Phase I/II clinical trials are primarily designed to test safety, to study pharmacokinetics and pharmacodynamics and to understand the side effects of product candidates at various doses and schedules. Success in pre-clinical and early clinical trials does not ensure that later large-scale efficacy trials will be successful, nor does it predict final results. Favourable results in early trials may not be repeated in later trials. A number of companies in the life sciences industry have suffered significant setbacks in advanced clinical trials, even after positive results in earlier trials. Clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals. Negative or inconclusive results or adverse medical events during a clinical trial could cause a clinical trial to be delayed, repeated or terminated. Any pre-clinical data and the clinical results obtained for SpinCo’s technology may not predict results from studies in larger numbers of subjects drawn from more diverse populations or in the commercial setting, and also may not predict the ability of SpinCo’s products to achieve their intended goals, or to do so safely.

Results of Early Clinical Trials May Not be Predictive of Future Trial Results

SpinCo has limited experience in conducting and managing the clinical trials necessary to obtain regulatory approvals, including the United States Food and Drug Administration (“FDA”) approval. Clinical trials are expensive and complex, can take many years and have uncertain outcomes. SpinCo cannot predict whether it or its licensees will encounter problems with any of the completed, ongoing or planned clinical trials that will cause it or its licensees or regulatory authorities to delay or suspend clinical trials, or delay the analysis of data from completed or ongoing clinical trials. SpinCo estimates that clinical trials of their most advanced therapeutic candidates will continue for several years, but they may take significantly longer to complete. Failure can occur at any stage of the testing and SpinCo may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay or prevent commercialization of their current or future therapeutic candidates, including but not limited to: delays in securing clinical investigators or trial sites for the clinical trials; delays in obtaining institutional review board and other regulatory approvals to commence a clinical trial; slower than anticipated patient recruitment and enrollment; negative or inconclusive results from clinical trials; unforeseen safety issues; uncertain dosing issues; an inability to monitor patients adequately during or after treatment; and problems with investigator or patient compliance with the trial protocols. A number of companies in the pharmaceutical and biotechnology industries, including those with greater resources and experience than SpinCo, have suffered significant setbacks in advanced clinical trials, even after seeing promising results in earlier clinical trials. Despite the results reported in earlier clinical trials for SpinCo’s therapeutic candidates, SpinCo does not know whether any phase 3 or other clinical trials that SpinCo or its licensees may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market SpinCo’s therapeutic candidates. If later-stage clinical trials of any therapeutic candidate do not produce favourable results, SpinCo’s ability to obtain regulatory approval for the therapeutic candidate may be adversely impacted, which will have a material adverse effect on SpinCo’s business, financial condition and results of operations.

Inability to Obtain Raw Materials

Raw materials and supplies are generally available in quantities to meet the needs of SpinCo’s business. SpinCo will be dependent on third-party manufacturers for the pharmaceutical products that it markets An inability to obtain raw materials or product supply could have a material adverse impact on SpinCo’s business, financial condition and results of operations.

Must Obtain Additional Capital to Continue Operations

SpinCo anticipates that additional capital will be required to complete its current research and development programs. It is anticipated that future research, additional pre-clinical and toxicology studies and manufacturing initiatives, including to prepare for market approval and successful product market launch, will require additional funds. Further financing may dilute the current holdings of shareholders and may thereby result in a loss for the shareholders. There can be no assurance that SpinCo will be able to obtain adequate financing, or financing on terms that are reasonable or acceptable for these or other purposes, or to fulfill SpinCo’s obligations under various license agreements. Failure to obtain such additional financing could result in delay or indefinite postponement of further research and development of SpinCo’s technologies with the possible loss of license rights to these technologies.

Highly Dependent on Key Personnel.

Although SpinCo is expected to have experienced senior management and personnel, SpinCo will be substantially dependent upon the services of a few key personnel, particularly Dr. William V. Williams, Dr. Giuseppe Del Priore, Dr. Miguel Lopez-Lago and other professionals for the successful operation of its business. The loss of the services of any of these personnel could have a material adverse effect on the business of SpinCo. SpinCo may not be able to attract and retain personnel on acceptable terms given the intense competition for such personnel among high technology enterprises, including biotechnology and healthcare companies, universities and non-profit research institutions. If SpinCo loses any of these persons, or is unable to attract and retain qualified personnel, SpinCo’s business, financial condition and results of operations may be materially and adversely affected. SpinCo’s directors and officers and other BriaCell personnel support made available pursuant to the Transition Services Agreement may be subject to competing commitments to BriaCell and its research and development programs.

Conflicts of Interest

Certain directors and officers of SpinCo are, and may continue to be, involved in the health and biotechnology industries through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of SpinCo, including BriaCell. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of SpinCo. Directors and officers of SpinCo with conflicts of interest will be subject to the procedures set out in applicable corporate and Securities Legislation, regulation, rules and policies.

No History of Earnings

SpinCo has no history of earnings or of a return on investment, and there is no assurance that SpinCo Assets or any other asset or business that SpinCo may acquire or undertake will generate earnings, operate profitably or provide a return on investment in the future. SpinCo has no plans to pay dividends for some time in the future, if ever. The future dividend policy of SpinCo will be determined by the SpinCo Board.

Risks Related to Regulatory Changes

Existing and proposed changes in the laws and regulations affecting public companies may cause SpinCo to incur increased costs as SpinCo evaluates the implications of new rules and responds to new requirements. Failure to comply with new rules and regulations could result in enforcement actions or the assessment of other penalties. New laws and regulations could make it more difficult to obtain certain types of insurance, including director’s and officer’s liability insurance, and SpinCo may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage, to the extent that such coverage remains available.

The impact of these events could also make it more difficult for SpinCo to attract and retain qualified persons to serve on the Board, or as executive officers. SpinCo may be required to hire additional personnel and utilize additional outside legal, accounting and advisory services, all of which could cause the SpinCo’s general and administrative costs to increase beyond what SpinCo currently has planned. Although SpinCo will evaluate and monitor developments with respect to new rules and laws, SpinCo cannot predict or estimate the amount of the additional costs SpinCo may incur or the timing of such costs with respect to such evaluations and/or compliance and cannot provide assurances that such additional costs will render SpinCo compliant with such new rules and laws.

Dilution

Issuances of additional securities including, but not limited to, SpinCo Shares, SpinCo Options or some form of convertible debentures, will result in a substantial dilution of the equity interests of any persons who may become SpinCo Shareholders as a result of or subsequent to the Arrangement.

No Independent Operating History

The SpinCo Assets have no operating history independent from BriaCell, and estimates of future cash flows have been based upon the combined operations of SpinCo and BriaCell. There can be no assurance that the estimates of future cash flows will prove to be accurate once SpinCo begins operating independently.