BriaCell Therapeutics Corp

Why am I receiving these materials?

Management of the Company is using this proxy statement to solicit proxies for use at the Meeting to be held on January 30, 2024.

The following proxy materials are being posted online and being mailed out to Shareholders: (1) the proxy statement; (2) the accompanying proxy card (“Proxy Card”); and (3) the Company’s Annual Report on Form 10-K for the year ended July 31, 2023 (including our audited annual consolidated financial statements of the Company for the fiscal year ended July 31, 2023, together with the notes thereto, and the independent auditor’s report thereon and the related management’s discussion and analysis).

As a Shareholder, you are invited to attend the Meeting and are entitled and requested to vote on the business items described in this proxy statement. This proxy statement is furnished in connection with the solicitation of proxies by or on behalf of management of the Company. This proxy statement is designed to assist you in voting your shares and includes information that we are required to provide under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and applicable Canadian securities laws.

These proxy materials are being sent to both registered and non-registered Shareholders. In some instances, the Company has distributed copies of the Notice, the proxy statement, the accompanying Proxy Card and the Company’s Annual Report on Form 10-K (collectively, the “Meeting Materials”) to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively “Intermediaries”, and each an “Intermediary”) for onward distribution to Shareholders whose shares are held by or in the custody of those Intermediaries (“Non-registered Shareholders”). The Intermediaries are required to forward the Meeting Materials to Non-registered Shareholders.

In accordance with applicable laws, Non-registered Shareholders who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own (“NOBOs”) will receive the Meeting Materials by mail.

Management of the Company intends to pay for Intermediaries to forward the Meeting Materials to Non-Registered Holders who have advised their Intermediary that they object to the Intermediary providing their ownership information (“OBOs”). An OBO will receive the Meeting Materials through Intermediaries by mail at the cost of the Company.

Solicitation of proxies from Non-registered Shareholders will be carried out by Intermediaries. Non-registered Shareholders who have received the Meeting Materials from their Intermediary should follow the directions of their Intermediary with respect to the procedure to be followed for voting at the Meeting.

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Generally, Non-registered Shareholders will either:

If you are a Non-registered Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained from your Intermediary in accordance with applicable securities regulatory requirements. By choosing to send the Meeting Materials to you directly, the Company (and not your Intermediary) has assumed responsibility for: (i) delivering the Meeting Materials to you; and (ii) executing your proper voting instructions.

What is included in the proxy materials?

The proxy materials include:

What information is contained in this proxy statement?

The information contained in this proxy statement relates to the proposals to be voted on at the Meeting, the voting process, our Board and Board committees, corporate governance, the compensation of our directors and executive officers and other required information.

I share an address with another Shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy?

We have adopted a procedure called “householding”, which the SEC has approved. If you share an address with another Shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of the materials, please request the additional copy by contacting our Corporate Secretary at glevin@briacell.com or by calling us at 604-921-1810.

A separate set of the materials will be sent promptly following receipt of your request.

If you are a Shareholder of record and wish to receive a separate set of proxy materials in the future, or if you have received multiple sets of proxy materials and would like to receive only one set in the future, please contact Computershare at:

Computershare Investor Services

100 University Ave., 8th Floor, North Tower

Toronto, ON M5J 2Y1

Canada

1-800-564-6253

If you are a Non-registered Shareholder and you wish to receive a separate set of proxy materials in the future, or if you have received multiple sets of proxy materials and would like to receive only one set in the future, please contact your bank or broker directly.

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Shareholders also may write to, or email us, at the address below to request a separate copy of the proxy materials:

BriaCell Therapeutics Corp.

Attn: Corporate Secretary

3 rd Floor, Bellevue Centre

235-15 th Street

West Vancouver, British Columbia, Canada

V7T 2X1

glevin@briacell.com

Who pays the cost of soliciting proxies for the Meeting?

The Company will bear the cost of solicitation, including the cost of preparing, printing and mailing the materials in connection with the solicitation of proxies. This solicitation of proxies is being made to Shareholders by mail but may be supplemented by telephone or other personal contact. The Company’s officers and regular employees, on behalf of the Company without being additionally compensated, may solicit proxies personally and by mail, telephone, facsimile or electronic communication at nominal cost to the Company.

The Company will not reimburse Intermediaries such as brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy materials to Non-registered Shareholders.

What items of business will be voted on at the Meeting?

The business items to be voted on at the Meeting are:

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What are my voting choices?

You may vote “FOR” or “WITHHOLD” the appointment of MNP LLP as auditors for the ensuing year and the authorization of the Board to fix the auditors’ remuneration.

You may vote “FOR” or “WITHHOLD” the election of each of the nominees for election as directors.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares “FOR” the appointment of MNP as auditors for the ensuing year and the authorization of the Board to fix the auditors’ remuneration; and “FOR” the election of each of the nominees for election as director.

What is the quorum for the Meeting?

The presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding Common Shares on the Record Date entitled to be voted will constitute a quorum for the transaction of business at the Meeting.

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What vote is required to approve each item?

If you indicate “WITHHOLD” in respect to the election of directors, your vote will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Meeting. As described below under “Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?”, broker non-votes will be counted for determining the presence or absence of a quorum for the transaction of business at the Meeting, but will not be considered votes cast with respect to the election of any director nominee or on any other proposal.

What happens if additional items are presented at the Meeting?

As of the date of this proxy statement, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy Card to vote such proxy according to their best judgment.

Where can I find the voting results?

We expect to announce preliminary voting results at the Meeting and to publish final results in a current report on Form 8-K that we will file with the SEC and in a report of voting results in accordance with National Instrument 51-102 –Continuous Disclosure Obligationsthat we will file in Canada on SEDAR+ promptly following the Meeting. Both the Form 8-K and report on voting results will also be available on the “Investor Relations” section of our website at www.briacell.com/investor-relations.