PHARMACYTE BIOTECH, INC. 23046 Avenida de la Carlota, Suite 600 Laguna Hills, California 92653

PHARMACYTE BIOTECH, INC.

23046 Avenida de la Carlota, Suite 600

Laguna Hills, California 92653

To Our Stockholders:

You are cordially invited to attend a Special

Meeting of the stockholders of PharmaCyte Biotech, Inc., a Nevada corporation ("PharmaCyte"), to be held at the Courtyard

by Marriott located at 7955 Irvine Center Drive, Irvine, California 92618 on Wednesday, September 11, 2019 at 11:00 a.m. Pacific

Daylight Time to consider and vote on the following matters:

The formal Notice of Special Meeting of Stockholders

and Proxy Statement accompanying this letter describe the business to be acted upon at the meeting.

Your vote is important to us, and your shares

should be represented at the meeting whether or not you are able to attend. Accordingly, I encourage you promptly to mark, sign,

date and return the accompanying proxy.

On behalf of the Board, thank you for your

continued support of PharmaCyte.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on September 11, 2019

NOTICE IS HEREBY GIVEN that PharmaCyte Biotech,

Inc., a Nevada corporation ("PharmaCyte"), will be holding a Special Meeting of Stockholders ("Special Meeting")

on Wednesday, September 11, 2019 at 11:00 a.m. Pacific Daylight Time at the Courtyard by Marriott located at 7955 Irvine Center

Drive, Irvine, California 92618 for the following purposes, which are described more fully in the accompanying Proxy Statement:

All stockholders owning common stock of PharmaCyte

of record at the close of business on August 16, 2019 are entitled to notice of, and to vote at, the Special Meeting or any adjournment

The Board has authorized the solicitation

of proxies and unanimously recommends a vote FOR Items 1, 2 and 3 described above.

If you submit a proxy, you may revoke your

proxy at any time before its exercise by notifying PharmaCyte's Secretary in writing at c/o PharmaCyte Biotech, Inc., 23046

Avenida de la Carlota, Suite 600, Laguna Hills, California 92653 prior to the Special Meeting, and, if you attend the Special Meeting,

you may revoke your proxy if previously submitted and vote in person by notifying the PharmaCyte's Secretary at the Special

Your vote is very important. Whether or not

you plan to attend the Special Meeting, we encourage you to read the Proxy Statement and submit your proxy as soon as possible.

You may submit your proxy for the Special Meeting by completing, signing, dating and returning your proxy in the pre-addressed

Laguna Hills, California

PHARMACYTE BIOTECH, INC.

________________________

________________________

FOR THE 2019 SPECIAL MEETING OF STOCKHOLDERS

This Proxy Statement is being furnished in

connection with the solicitation of proxies by the Board of Directors ("Board") of PharmaCyte Biotech, Inc., a Nevada

corporation ("PharmaCyte"), 23046 Avenida de la Carlota, Suite 600, Laguna Hills, California 92653, for use at the

2019 Special Meeting of Stockholders ("Special Meeting") to be held on Wednesday, September 11, 2019, at 11:00 a.m.

Pacific Daylight Time, at the Courtyard by Marriott located at 7955 Irvine Center Drive, Irvine, California 92618. The Board urges

you to promptly execute and return your proxy in the enclosed envelope, even if you plan to attend the Special Meeting. This is

designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions and to confirm

that stockholders' instructions have been recorded properly. This Proxy Statement and the enclosed proxy card are being mailed

to the stockholders of PharmaCyte on or about August 23, 2019.

Any stockholder submitting a proxy may revoke

such proxy at any time prior to its exercise by notifying PharmaCyte's Secretary, in writing, before the Special Meeting.

Any stockholder attending the Special Meeting may revoke his, her or its proxy and vote personally by notifying PharmaCyte's

Secretary at the Special Meeting.

Only stockholders owning common stock, as

of record at the close of business on August 16, 2019 ("Record Date"), will be entitled to notice of, and to vote at,

the Special Meeting or any adjournment thereof. At the close of business on the Record Date, PharmaCyte had 1,328,171,172 outstanding

shares of common stock, $0.0001 par value per share ("Common Stock"). Each share of Common Stock entitles the holder

thereof to one vote for each share of Common Stock held of record on the Record Date on each matter that may properly come before

the Special Meeting. We encourage you to vote promptly, even if you plan to attend the Special Meeting.

If the accompanying proxy card is signed

and returned, the shares represented thereby will be voted in accordance with the directions on the proxy card. Unless a stockholder

specifies otherwise therein, the proxy will be voted in accordance with the recommendations of the Board on all proposals. The

presence in person or by proxy of one-third (1/3) of the voting power represented by outstanding shares of Common Stock will constitute

a quorum for the transaction of business at the Special Meeting.

If a quorum exists, except with respect to

the election of directors, action on a matter by the shareholders is approved if the votes cast by the holders of the shares represented

at the Special Meeting in person or by proxy and entitled to vote on the subject matter favoring the action exceed the votes cast

opposing the action (with "abstentions" and "broker non-votes" not counted as a vote cast with respect

to that matter). This means that the number of shares voted "FOR" an action or matter must exceed the number of shares

voted "Against" that action or matter. With respect to the election of directors, if a quorum exists, directors are

to be elected by a plurality of the votes cast by the shares entitled to vote (with "abstentions" and "broker

non-votes" not counted as a vote cast with respect to that director). Accordingly, the six nominees for election as directors

at the Special Meeting who receive the greatest number of votes cast for election will be the duly elected directors.

PROXY STATEMENT SUMMARY

2019 SPECIAL MEETING OF STOCKHOLDERS

Date and Time: Wednesday, September 11, 2019,

11:00 a.m. Pacific Daylight Time

Location: The Courtyard by Marriott, 7955 Irvine

Center Drive, Irvine, California 92618

Record Date: August 16, 2019

MEETING AGENDA AND BOARD RECOMMENDATIONS

APPROVAL OF ARTICLES AMENDMENT TO PROVIDE THE BOARD OF DIRECTORS WITH THE POWER TO DESIGNATE THE RIGHTS AND PREFERENCES OF PHARMACYTE'S

We are asking stockholders to approve the

Articles Amendment, substantially in the form of hereto, that would provide the Board the power to designate the rights and preferences

of PharmaCyte's preferred stock. Additional information regarding this item may be found beginning on page 5.

ITEM 2 - ELECTION OF DIRECTORS

The Board has nominated

six directors for election at the Special Meeting, based on the recommendation of the Board's Nominating Committee. Additional

information regarding each nominee may be found beginning on page 7.

ITEM 3 - RATIFICATION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Though not required, as a matter of good

corporate governance, we are asking stockholders to ratify the selection of Armanino as our independent registered public accounting

firm for our fiscal year ending April 30, 2020. Additional information regarding this item may be found beginning on page 22.

ITEM 4 - ADJOURNMENT

At the Special Meeting, we may ask our stockholders

to vote on a proposal to adjourn the Special Meeting if necessary or appropriate in the sole discretion of the Board, including

to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or any adjournment

or postponement of the Special Meeting to approve any of the other proposals. Additional information regarding this item may be

found beginning on page 26.