Full Press Release Details
THERAPEUTICS CORP. ANNOUNCES CLOSING OF
OF ARRANGEMENT SPINNING OUT BRIAPRO THERAPEUTICS CORP. TO
EXISTING SHAREHOLDERS
Ontario, August 31, 2023 - BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT) ("BriaCell" or the "Company"),
a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care, today announces that the Company
has closed the previously announced plan of arrangement spinout transaction (the "Arrangement") pursuant to which
certain pipeline assets of the Company, including Bria-TILsRx and protein kinase C delta (PKC ) inhibitors for multiple
indications including cancer (the "SpinCo Assets"), were spun-out to BriaPro Therapeutics Corp. ("SpinCo"),
resulting in a 2/3rd owned subsidiary of the Company with the remaining 1/3rd held by BriaCell shareholders ("BriaCell
to the terms of the Arrangement, SpinCo has acquired the entire right and interest in and to the SpinCo Assets in consideration for the
issuance by SpinCo to the Company of SpinCo common shares. Under the terms of the Arrangement, for each BriaCell share held immediately
prior to closing, BriaCell Shareholders receive one (1) common share of SpinCo, and one (1) new common share of BriaCell (retiring their
old share) having the same terms and characteristics as the existing BriaCell common shares. The Company will remain listed on the NASDAQ
Stock Market and Toronto Stock Exchange, and SpinCo is an unlisted reporting issuer in Canada.
Investor Services Inc. ("Computershare") will forward replacement certificates to each Company shareholder that is
entitled to receive certificates, representing their allotted number of SpinCo common shares and BriaCell common shares in accordance
with the Arrangement. Letters of transmittal have been mailed to registered holders of BriaCell common shares, which must be completed
and returned to Computershare together with the share certificates of BriaCell common shares at the address specified in the letter of
transmittal in order for Company shareholders to receive common shares of SpinCo and new common shares of BriaCell. A copy of the letter
of transmittal is also available under the Company's profile on SEDAR at www.sedar.com.
noted above, immediately following the closing of the Arrangement, the Company controls 2/3rd of the SpinCo common shares
representing approximately 66.6% of the issued and outstanding common shares of SpinCo.
a result of the Arrangement, there are approximately 47,945,178 SpinCo common shares issued and outstanding. The Corporation now beneficially
owns or controls approximately 31,963,452 SpinCo common shares, representing 2/3rd of the issued and outstanding SpinCo common
Company expects the new BriaCell common shares to begin trading on or about September 5, 2023, under the symbol "BCT".
further details on the Arrangement and the business of SpinCo following the Arrangement, please refer to the Company's proxy statement
dated July 24, 2023 which was mailed to its shareholders and filed on the Company's SEDAR profile available at www.sedar.com
and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov, on August 31, 2023.
news release is issued pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 -
The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the related early warning report will be filed
with the applicable securities commissions and be available under BriaCell's profile on SEDAR at www.sedar.com.
BriaCell Therapeutics Corp.
is a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care. More information is available
Note Regarding Forward-Looking Information
release includes forward-looking information (within the meaning of Canadian securities laws and within the meaning of the United States
Private Securities Litigation Reform Act of 1995) regarding BriaCell and its business. Often but not always, forward-looking information
can be identified by the use of words such as "expect", "intends", "anticipated", "believes"
or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may",
"could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current
expectations and views of future events of management of BriaCell and are based on assumptions and subject to risks and uncertainties.
Although management of BriaCell believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect.
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 BriaCell and SpinCo. Although BriaCell has attempted to identify important factors that
could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other
factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required
by applicable securities laws, forward-looking statements speak only as of the date on which they are made and BriaCell does not undertake
any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or
otherwise. Additional information relating to BriaCell, including its annual information form, can be located on the SEDAR website at
www.sedar.com and on the EDGAR section of the SECs website 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
press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Neither the Toronto Stock Exchange,
nor its Regulation Services Provider, have approved the contents of this release or accept responsibility for the adequacy or accuracy