BriaCell Announces Proposed Public Offering in the United States and Listing on NASDAQ

BriaCell Therapeutics Corp. (“BriaCell” or the “Company”), a clinical-stage biotechnology company specializing in targeted immunotherapy for advanced breast cancer, is pleased to announce that it has commenced an underwritten public offering of its securities in the United States (the “Offering”).   A registration statement relating to the securities subject to the Offering has been filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) but has not yet become effective.  The Offering is subject to market and other conditions including the effectiveness of the registration statement, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the offering.

The registration statement currently contemplates that the Company expects to offer up to US$12.5 million of common units (each, a “Common Unit”), however, the aggregate amount of securities offered and issued if and when the terms of the Offering are finalized could be a greater or lesser amount.   Each Common Unit consists of one common share and one warrant entitling the holder to purchase one common share at an exercise price equal to 125% of the public offering price of the Common Units, expiring five years from the date of issuance (the “Unit Warrants”).  In lieu of Common Units, certain purchasers may purchase units consisting of pre-funded warrants to purchase one common share at an exercise price of US$0.01 per share (such units to be offered at the offering price of the Common Units, less US$0.01) and one Unit Warrant.

In addition, BriaCell intends to grant the Underwriters a 45-day option to purchase additional common shares and/or pre-funded warrants, representing 15% of the common shares and pre-funded warrants sold in the Offering and/or up to additional Unit Warrants, representing 15% of the Unit Warrants sold in the Offering.  All of the securities to be sold in the proposed Offering will be sold by the Company.

ThinkEquity, a division of Fordham Financial Management, Inc. is acting as sole book-running manager for the Offering.

The Company has applied to list its common shares and the Unit Warrants  on the Nasdaq Capital Market. No assurance can be given that the application will be approved. If Nasdaq does not approve the listing of Company’s common shares and Unit Warrants, the Company will not proceed with the Offering.  The Offering is subject to the approval of the TSX Venture Exchange.

No securities will be offered or sold in Canada as part of the Offering.

A registration statement on Form F-1 relating to the Offering has been filed with the SEC but has not yet become effective. The securities to be registered may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. The proposed Offering will be made only by means of a prospectus outside of Canada. A copy of the preliminary prospectus relating to the Offering may be obtained by contacting ThinkEquity, 17 State Street, 22nd Floor, New York, NY 10004, telephone (877) 436-3673, email: prospectus@think-equity.com.

This press release is being made pursuant to and in accordance with Rule 134 under the Securities Act, and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Note Regarding Forward-Looking Information

Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian and United States securities legislation which involves known and unknown risks relevant to the Company in particular and to the biotechnology and pharmaceutical industries in general, uncertainties and other factors that may cause actual events to differ materially from current expectation. These risks are more fully described in the Company’s public filings available at www.sedar.com and the registration statement.

The forward-looking information in this press release includes information relating to the Offering and  the Company’s proposed listing on The Nasdaq Capital Market and other information including words such as “estimate”, “expects”, “intend”, “will”, “should”, “would”, “may”, “potential” and other similar expressions. Such statements and information reflect the current view of the Company. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, whether or not the Company will be able to raise capital through the sale of securities or consummate the Offering, the final terms of the Offering, including the offering price, the Company’s ability to satisfy the closing conditions of the Offering, the timing or occurrence of the closing of the Offering, prevailing market conditions, the anticipated use of the proceeds of the Offering which could change as a result of market conditions or for other reasons; and acceptance by the Nasdaq Capital Market of the listing of the Company’ s common shares and Unit Warrants for listing.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

For further information, please contact:
BriaCell Therapeutics Corp.:
Farrah Dean
Manager, Corporate Development
Email: farrah@BriaCell.com
Phone: 1-888-485-6340

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