BriaCell Announces Intention to Spin-Out Certain Pre-Clinical Assets into a Newly Created "SpinCo" Entity whereby Shareholders to Receive One New Share of "SpinCo" in Addition to Each Current Share of BriaCell Already He

Announces Intention to Spin-Out Certain Pre-Clinical Assets into a Newly Created "SpinCo" Entity whereby Shareholders to

Receive One New Share of "SpinCo" in Addition to Each Current Share of BriaCell Already Held

PA and VANCOUVER, British Columbia, March 31, 2023- BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT) ("BriaCell"

or the "Company"), a clinical-stage biotechnology company specializing in targeted immunotherapies for cancer, announces

today that its Board of Directors has unanimously approved a potential reorganization (the "Transaction") that would result

in the spin-out of certain pre-clinical pipeline assets of the Company, specifically Bria-TILsRx , and PKC inhibitors for

multiple indications including cancer (collectively, the "SpinCo Assets") to an unlisted corporation to own the SpinCo Assets

("SpinCo"). On closing of the Transaction, it is anticipated that the SpinCo Assets will be majority-owned, controlled, and

governed by BriaCell and owned by BriaCell shareholders of record who will receive SpinCo Shares as defined herein.

William V. Williams, BriaCell's President and CEO stated, "Housing the SpinCo Assets in a new corporate structure would be

beneficial to both BriaCell shareholders and SpinCo shareholders as we believe there is significant independent value to be had from

these assets. Developing them under a separate entity allows us to unlock the development potential of the SpinCo Assets as novel treatments

for multiple diseases under a separate balance sheet, allowing for maximizing both entities to maintain their focus, while providing

our shareholders the opportunity to own shares in both companies."

closing of the Transaction, it is expected that each share of BriaCell will be exchanged for one new share of the post-Transaction Company

and one common share of SpinCo (a "SpinCo Share"). SpinCo Shares issued to BriaCell shareholders will comprise 33.33% ownership

of SpinCo Shares upon closing of the Transaction. BriaCell shareholders who receive SpinCo Shares will ultimately own shares in both

companies: BriaCell, which will continue with its mission to develop targeted immunotherapies for cancer, and SpinCo, which will focus

on the development of the SpinCo Assets. SpinCo may seek funding subsequent to the closing of the Transaction and will intend to use

the majority of the proceeds to advance the development of the SpinCo Assets.

is anticipated that the SpinCo Shares will be issued to BriaCell shareholders by way of a plan of arrangement under the Business Corporations

Act (British Columbia) (the "Act"). BriaCell will retain SpinCo Shares representing 66.67% ownership of SpinCo. It is

intended that SpinCo will be managed by Dr. William V. Williams, as President and CEO, and Mr. Gadi Levin, as CFO. SpinCo's board

of directors will consist of, BriaCell's current board of directors' members including Dr. William V. Williams, Mr. Martin

E. Schmieg, and Dr. Jane A. Gross.

the Transaction, BriaCell will remain listed on both the NASDAQ Stock Market and Toronto Stock Exchange, and SpinCo will become an unlisted

reporting issuer in Canada.

Transaction will be implemented by way of a court approved plan of arrangement under the Act. The Transaction will require the approval

of: (i) 66.67% of the votes cast by the holders of BriaCell's shares; and, if required, (ii) a simple majority of the votes cast

by holders of BriaCell's shares after excluding votes from certain shareholders as required under Multinational Instrument 61-101

- Protection of Minority Security Holders in Special Transactions, at a special meeting of BriaCell's shareholders

to be held to consider the Transaction (the "Meeting"). In addition to shareholder approval, the Transaction is also subject

to the receipt of court approval and other customary closing conditions for transactions of this nature.

details of the Transaction will be included in an information circular to be mailed to shareholders of BriaCell in connection with the

Meeting. Bennett Jones LLP is acting as Canadian legal advisor to the Company. Sichenzia Ross Ference LLP is acting as US legal advisor

Rationale for the Transaction

believes that the Transaction will increase shareholder value by allowing capital markets to ascribe value to the SpinCo Assets independently

of BriaCell's core immunotherapy assets. SpinCo will provide an opportunity for SpinCo Assets to be funded and developed on their

Inhibitor: Therapeutics for multiple disease indications including cancer

also called novel PKC, has been associated with a number of diseases including cancer.

inhibitors of PKC , have been shown to be effective treatments for several animal models of cancer and other diseases. SpinCo's

novel and highly selective PKC inhibitors may be developed as candidates for multiple disease indications including several tumor

Multi-Specific Binding Reagents - Immunotherapies for Cancer

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.

BriaCell Therapeutics Corp.

is an immuno-oncology-focused biotechnology company developing targeted and effective approaches for the management of cancer. More information

is available at https://briacell.com/.

forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and

unknown risk factors and uncertainties affecting the Company and SpinCo, including, but not limited to, statements with respect to future

events or future performance, the completion and structure of the Transaction, anticipated shareholder, court and regulatory approvals

and the realization of the anticipated benefits by any entity from the Transaction. All

statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking

statements contained in this press release may be identified by the use of words such as "anticipate," "believe,"

"contemplate," "could," "estimate," "expect," "intend," "seek,"

"may," "might," "plan," "potential," "predict," "project," "target,"

"aim," "should," "will," "would," or the negative of these words or other similar expressions,

although not all forward-looking statements contain these words. Forward-looking statements are based on the Company's current

expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking

statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are

described more fully under the heading "Risks and Uncertainties" in the Company's most recent Management's Discussion

and Analysis, under the heading "Risk Factors" in the Company's most recent Annual Information Form, and under "Risks

and Uncertainties" in the Company's other filings with the Canadian securities regulatory authorities and the U.S. Securities

and Exchange Commission, all of which are available under the Company's profiles on SEDAR at www.sedar.com and on

EDGAR at www.sec.gov. Forward-looking statements contained in this announcement are made as of this date, and BriaCell

Therapeutics Corp. undertakes no duty to update such information except as required under applicable law.

of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of

1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Transaction

are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of

the U.S. Securities Act and applicable exemptions under state securities laws.

press release does not constitute an offer to sell or the solicitation of an offer to buy securities.

the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange)

accepts responsibility for the adequacy or accuracy of this release.