BriaCell Therapeutics Corp. (TSX:BCT) agreed to Spin-Off 33.33% of Pre-Clinical Assets on March 30, 2023. As of May 24, 2023, BriaCell Therapeutics Corp. (TSX:BCT) entered into an arrangement agreement with BriaPro Therapeutics Corp.. Each outstanding BriaCell share will be exchanged for one new share of the Company post-Transaction and one common share of SpinCo. SpinCo will be managed by William V. Williams, as President and Chief Executive Officer, and Mr. Gadi Levin, as Chief Financial Officer. SpinCo?s board of directors will consist of, BriaCell?s current board of directors? members including William V. Williams, Martin E. Schmieg, and Jane A. Gross. Following 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. The record date is set at August 31, 2023.

Conditions to closing include, inter alia, shareholder approval, required court orders and TSX and NASDAQ approvals. BriaCell board of directors has unanimously approved the transaction. The Arrangement requires approval by BriaCell shareholders at a special meeting of shareholders expected to be held in July 2023. As of July 26, 2023, Shareholders meeting is scheduled to be held on August 18, 2023. Approval of the Arrangement must be obtained by a special resolution passed by a majority of not less than two-thirds of the votes cast by BriaCell shareholders who vote in respect of the resolution. Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement. As of August 18, 2023, BriaCell shareholders has approved the transaction. As of August 25, 2023, Court has approved the transaction. It is anticipated that the Arrangement will be completed by August 2023. As of August 18, 2023, The Arrangement is expected to close on or around August 31, 2023.

Bennett Jones LLP is acting as Canadian legal advisor and Sichenzia Ross Ference LLP is acting as US legal advisor, Computershare Investor Services Inc. acted as a transfer agent to BriaCell Therapeutics Corp. BDO Canada LLP, provided the fairness opinion on transaction.

BriaCell Therapeutics Corp. completed the Spin-Off of 33.33% stake in Pre-Clinical Assets of BriaCell Therapeutics Corp. on August 31, 2023.