Dr. William Williams reports

BRIACELL AND BRIAPRO ANNOUNCE CLOSING OF ASSET PURCHASE TRANSACTION FOR EXCLUSIVE SOLUBLE CD80 LICENSE

Briacell Therapeutics Corp. and its majority-owned subsidiary BriaPro Therapeutics Corp. have completed the previously announced asset purchase transaction pursuant to a definitive purchase agreement dated Feb. 4, 2026, under which BriaPro acquired Briacell's exclusive licence to develop and commercialize Soluble CD80 as a biologic agent for the treatment of cancer and other associated assets.

Background

Briacell originally secured the exclusive licence from the University of Maryland, Baltimore county, on Aug. 2, 2022. The novel technology, originally developed by Suzanne Ostrand-Rosenberg, PhD, emeritus faculty at UMBC, member of Briacell's scientific advisory board, is titled "Soluble CD80 as a Therapeutic to Reverse Immune Suppression in Cancer Patients" and is covered under USPN 8,956,619 B2, USPN 9,650,429 B2 and USPN 10,377,810 B2. In animal models, sCD80 was well tolerated and stopped tumour growth by potentially restoring natural anti-tumour immunity (see Lucas A. Horn et al. and Samuel T. Haile et al. in collaboration with Dr. Ostrand-Rosenberg). Additionally, strong anti-tumour activity of sCD80 has been reported in multiple tumour types (see Mr. Horn et al.). Importantly, as demonstrated in the same studies, sCD80's unique actions may involve both awakening and boosting the immune system to recognize and destroy tumour cells.

The transaction

Under the terms of the purchase agreement, BriaPro gained the worldwide rights to develop and commercialize sCD80 as a therapeutic agent for the treatment of cancer while UMBC holds all rights, title and interest in the inventions and the patent, except for certain rights retained by the U.S. government. BriaPro will pay 2-per-cent royalties to UMBC upon the commercialization of the product plus other development costs.

As part of the transaction, Briacell has made available to BriaPro up to $3-million to finance research and development efforts. Each drawdown under the credit facility will be subject to Briacell's approval regarding the use of funds.

As consideration for the transfer of the exclusive licence and the credit facility, BriaPro issued to Briacell 23,972,589 common shares at an aggregate value of approximately $1.18-million, increasing Briacell's interest in BriaPro to approximately 78 per cent posttransaction.

Appointment of Jamieson Bondarenko as BriaPro board chair

Upon closing of the transaction, Mr. Bondarenko was appointed to the BriaPro board as chairman. Mr. Bondarenko has served as chairman of Briacell since 2019. He provides strategic capital market and corporate development advice to early-stage life science companies through his merchant capital company, JGRNT Capital Corp. Previously, he held a number of senior investment banking roles, including as managing director at Eight Capital and at Dundee Securities. Mr. Bondarenko is expected to play a significant role in BriaPro's pursuit of capital markets and other strategic opportunities as the company advances its expanding intellectual property portfolio.

Shareholder approval

The transaction was approved by 99.81 per cent of the votes cast by the disinterested shareholders of BriaPro in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). As a 10-per-cent shareholder with an interest in the transaction, Briacell's shareholdings in BriaPro were excluded from voting.

Formal valuation requirements

In respect of the formal valuation requirement of MI 61-101, BriaPro relied on the specified market exemptions set forth in Subsection 5.5(b) of MI 61-101, as none of its securities are listed or quoted on a specified senior exchange, and Briacell relied on the exemption set forth in Subsection 5.5(a) of MI 61-101, as the fair market value of the transaction did not exceed 25 per cent of Briacell's market capitalization.

Though a formal valuation is not required under applicable securities laws, as a matter of good governance and best corporate practice, Briacell obtained a fairness opinion confirming, subject to certain customary assumptions and qualifications, that the consideration received by Briacell in the transaction was fair to Briacell shareholders.

"Our mission has been to develop safe and effective treatments for cancer patients who do not respond to existing treatments, and a transformational anti-cancer agent such as sCD80 may provide us with such an additional opportunity," stated Dr. Bill Williams, Briacell and BriaPro's president and chief executive officer. "Based on the promising data in animal studies, we plan to explore the potential use of sCD80 technology as a therapeutic agent in combination with our other immunotherapies or on its own. We look forward to accelerating the development of this novel anti-cancer agent to bring hope to patients who need it the most."

Early warning

Immediately prior to the closing of the transaction, Briacell owned and controlled an aggregate of 31,963,452 common shares, representing approximately 66.7 per cent of the issued and outstanding common shares of BriaPro. Immediately following the closing of the transaction, Briacell owns and controls an aggregate of 55,936,041 common shares, representing approximately 78 per cent of the issued and outstanding common shares of BriaPro.

Briacell acquired the common shares for investment purposes, and may make further acquisitions or dispositions of securities of BriaPro depending on market conditions and other relevant factors.

This press release is issued pursuant to National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues). A copy of the related early warning report will be filed with the applicable securities commissions and be available under BriaPro's profile on SEDAR+.

About Briacell Therapeutics Corp.

Briacell is a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care.

About BriaPro Therapeutics Corp.

BriaPro is a preclinical-stage immunotherapy company developing binding agents and proteins with the intention to boost the ability of the body's own cancer-fighting cells to destroy cancerous tumours.

We seek Safe Harbor.