Full Press Release Details
OF ANNUAL GENERAL AND SPECIAL MEETING
INFORMATION CIRCULAR
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF
BRIACELL THERAPEUTICS CORP.
BE HELD ON JANUARY 18, 2022
300 - 235 15th Street
West Vancouver, BC V7T 2X1
OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
IS HEREBY GIVEN that the 2021 annual general and special meeting (the "Meeting") of the holders of common shares
of BRIACELL THERAPEUTICS CORP. (the "Company") will be held by way of a live audio webcast utilizing the LUMI
meeting platform at https://web.lumiagm.com/403318090 on Tuesday, January 18, 2022 at 10:00 a.m. (Toronto time) for the following
| 1. | to receive the audited financial statements of the Company for the financial years ended July 2021 and 2020, together with the auditor's reports thereon; |
| 2. | to appoint MNP LLP as auditor of the Company for the ensuing year and authorize the board of directors to fix the auditor's remuneration; |
| 3. | to fix the size of the board of directors at seven (7) members; |
| 4. | to elect the board of directors to serve until the next annual meeting of shareholders or until their successors are duly elected or appointed; |
| 5. | to consider and, if thought fit, to pass with or without variation, an ordinary resolution confirming, authorizing and approving the Company's stock option plan, as more particularly described in the accompanying management information circular; |
| 6. | to consider, and if thought fit, to pass an ordinary resolution to ratify the holding of the annual general meeting for the year ended July 31, 2021 on January 18, 2022; |
| 7. | to consider and, if deemed advisable, to pass an ordinary resolution to amend the authorized share structure and articles of the Company by creating a new class of Special Common Shares and to vary the special rights and restrictions attached to the Common Shares to reflect the creation of the Special Common Shares; and |
| 8. | to transact such other business as may properly come before the meeting and any adjournment or postponement thereof. |
board of directors of the Company (the "Board") has fixed December 9, 2021 as the record date for the determination
of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder
at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying
management information circular (the "Information Circular").
accompanying Information Circular provides additional information and the other matters to be dealt with at the Meeting and is supplemental
to, and expressly made a part of, this notice of meeting (the "Notice of Meeting").
to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of the shareholders,
employees, other stakeholders of the Company and the community, the Meeting will be conducted virtually, by way of a live audio webcast
only. Shareholders of the Company will not be able to attend the Meeting in person. Shareholders of the Company and duly appointed proxyholders
can attend the Meeting virtually by going to https://web.lumiagm.com/403318090 and using the password: briacell2022. Please do
not Google search. Do not use Internet Explorer. The best browser to use the Lumi platform is Google Chrome.
shareholders of the Company and duly appointed proxyholders can participate in the Meeting by clicking "I have a login" and
entering a Username and Password before the start of the Meeting, as follows:
| Registered shareholders of the Company - The 15-digit control number located on the form of proxy or in the email notification you received is the Username and the password is: briacell2022. | ||
| Duly appointed proxyholders - Computershare Trust Company of Canada will provide each duly appointed proxyholder with a Username after the voting deadline has passed. The password to the meeting is: briacell2022. |
at the Meeting will only be available for registered shareholders of the Company and duly appointed proxyholders. If as a registered
shareholder of the Company you are using your Control Number to login to the meeting and you accept the terms and conditions, you will
be revoking any and all previously submitted proxies for the meeting and will be provided the opportunity to vote by online ballot on
the matters put forth at the meeting. If you do not wish to revoke a previously submitted proxy, as the case may be, you will not be
able to participate at the meeting online.
shareholders of the Company who have not appointed themselves may attend the meeting by clicking "I am a guest" and completing
vote is important regardless of the number of common shares of the Company you own. If you are a registered shareholder of the Company
and unable to attend the Meeting via the live audio webcast, you are asked to please complete, date and sign the accompanying form of
proxy and deposit it with the Company's transfer agent, Computershare Investor Services Inc., Proxy Department 8th Floor,
100 University Avenue, Toronto, Ontario M5J 2Y1, by 10:00 a.m. (Toronto time) by Friday, January 14, 2022 or if the Meeting is adjourned
or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays preceding the time and date of reconvening
such adjourned or postponed shareholder meeting.
you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker,
a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income
fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada),
or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete
and return the materials in accordance with the instructions provided to you by your Intermediary.
this 20th day of December, 2021.
| BRIACELL THERAPEUTICS CORP. | |
| ( signed ) " Jamieson Bondarenko " | |
| Jamieson Bondarenko Chairman of the Board |
300 - 235 15th Street
West Vancouver, BC V7T 2X1
INFORMATION CIRCULAR
the Annual General and Special Meeting of shareholders to be held on Tuesday, January 18, 2022.
currency references herein, unless otherwise stated, are expressed in Canadian dollars.
information circular (the "Information Circular") is provided in connection with the solicitation of proxies by the management
of BriaCell Therapeutics Corp. (the "Company"). The form of proxy (the "Proxy") which accompanies
this Information Circular is for use at the Company's annual general and special meeting of shareholders to be held by way of a
live audio webcast utilizing the LUMI meeting platform at https://web.lumiagm.com/403318090 on Tuesday, January 18, 2022 at 10:00
a.m. (Toronto time) (the "Meeting"), for the purpose of conducting certain matters as set out in the accompanying
notice of Meeting (the "Notice of Meeting"). It is expected that the solicitation of proxies will be primarily by
mail; however, proxies may also be solicited by the officers, directors and employees of the Company by telephone, electronic mail, telecopier
or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of
soliciting proxies in connection with the Meeting will be borne directly by the Company.
contents and the mailing of the Information Circular have been approved by the Company's board of directors (the "Board").
contained in this Information Circular
information contained in this Information Circular, unless otherwise indicated, is given as of December 20, 2021.
this Information Circular, unless otherwise indicated, all references to "$" refer to Canadian dollars.
person is authorized by the Company 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 Information Circular. Information contained in this Information Circular
should not be construed as legal, tax or financial advice, and shareholders of the Company should consult their own professional advisors
if they are in doubt as to how to deal with these materials or the matters they describe.
persons named in the enclosed Proxy are directors and/or officers of the Company. Each shareholder has the right to appoint a person
or entity, other than the persons designated by management in the Proxy, to represent the shareholder at the Meeting. A shareholder giving
a proxy may do so by striking out the names of the management designees printed in the Proxy and by inserting the name of another designated
person or entity in the blank space provided. A proxy designee need not be a shareholder of the Company.
shareholders who wish to be represented at the Meeting by proxy must complete and deliver a Proxy to Computershare Investor Services
Inc. ("Computershare"), Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, by
10:00 a.m. (Toronto time) by Friday, January 14, 2022 or if the Meeting is adjourned or postponed, not less than 48 hours, excluding
Saturdays, Sundays and statutory holidays preceding the time and date of reconvening such adjourned or postponed shareholder meeting
at which the Proxy is to be used.
Proxy given by a shareholder for use at the Meeting may be revoked at any time prior to its use. In addition to revocation in any
other manner permitted by law, the Proxy may be revoked by:
| (a) | signing a proxy with a later date and delivering it at the time and place noted above; | |
| (b) | signing and dating a written notice of revocation and delivering it to Computershare, or by transmitting a revocation by telephonic or electronic means to Computershare, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement of it, at which the Proxy is to be used, or delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment or postponement thereof; or | |
| (c) | attending the Meeting or any adjournment or postponement thereof and registering with the scrutineer as a shareholder present in person. |
common shares of the Company (the "Common Shares") represented by proxy in the enclosed form will be voted or withheld
from voting by the designated holder in accordance with the direction of the registered shareholder appointing such person. In the absence
of instructions, such Common Shares will be voted in favour of each of the matters referred to in the Notice of Meeting.
enclosed Proxy, when properly completed and signed, confers discretionary authority upon the persons named therein to vote on any amendments
to or variations of the matters identified in the Notice of Meeting and on other matters, if any, which may properly be brought before
the Meeting or any adjournment thereof. At the date hereof, management of the Company knows of no such amendments or variations or other
matters to be brought before the Meeting. However, if any other matters which are not now known to management of the Company should properly
be brought before the Meeting, or any adjournment thereof, the Common Shares represented by such proxy will be voted on such matters
in accordance with the judgment of the person named as proxy thereon.
by Non-Registered Holders
shareholders whose names have been entered in the Company's register of shareholders as of the close of business on the Record
Date (as defined herein) will be entitled to receive notice of, and to vote at, the Meeting. Most shareholders are "non-registered"
shareholders because the Common Shares they own are not registered in their name but instead registered in the name of an intermediary
(an "Intermediary" or "Intermediaries") with whom the non-registered shareholder deals with in
respect of the Common Shares (including, among others, a broker, a financial institution, a participant, a trustee or administrator of
a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings
or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds such Common Shares
on behalf of non-registered shareholders). If you purchased Common Shares through a broker, you are likely a non-registered holder.
holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred
to as "NOBOs". Those non-registered holders who have objected to their Intermediary disclosing ownership information
about themselves to the Company are referred to as "OBOs".