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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended July 31, 2025

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Transition Period from [ ] to [ ]

 Commission
File Number: 001-40101

 BRIACELL
THERAPEUTICS CORP.

 (Exact
name of registrant as specified in its charter)

 British
 Columbia A1

 47-1099599

 (State
or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Suite
 300 - 235 15 th Street

 West
 Vancouver, BC V7T 2X1

 V7T
 2X1

 (Address
 of principal executive offices)

 (Zip
 Code)

 (604) 921-1810

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 shares, no par value

 BCTX

 The
 Nasdaq Stock Market LLC

 to purchase common shares, no par value

 BCTXW

 The
 Nasdaq Stock Market LLC

 to purchase common shares, no par value

 BCTXZ

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company",
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting

 company

 Emerging
 growth

 company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates based on a closing sale price of $50.20 per
share, which was the last sale price of the common shares as of January 31, 2025, the last business day of the registrant's most
recently completed second fiscal quarter, was $ 94,477,705.

 As
of October 15, 2025, 1,883,906 shares of the registrant's common shares, no par value per share, were issued and outstanding.

 TABLE
OF CONTENTS

 Page

 Item

 Business

 Item
 1A

 Risk Factors

 Item
 1B

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 [Reserved]

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item

 Directors, Executive Officers, and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationship and Related Transactions, and Director Independence

 Item

 Principal Accountant Fees and Services

 Item

 Exhibits

 Item

 Form 10-K Summary

 SIGNATURES

 Forward-Looking
Statements

 This
Annual Report on Form 10-K contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements may be identified by such forward-looking terminology as "may,"
"should," "expects," "intends," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue" or the negative of these terms or other
comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections
about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually
achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements
involve substantial known and unknown risks and uncertainties, including the risks in the section titled " Risk Factors ",
that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In
addition, you are directed to factors discussed in the " Business " section and the " Management's Discussion
and Analysis of Financial Condition and Results of Operations " section, as well as those discussed elsewhere in this Annual
Report on Form 10-K.

 All
of our forward-looking statements are as of the date of this Annual Report on Form 10-K only. In each case, actual results may differ
materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will
prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties
referred to in this Annual Report on Form 10-K or included in our other public disclosures or our other periodic reports or other documents
or filings filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC") could materially and adversely
affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan
to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections
or other circumstances affecting such forward-looking statements occurring after the date of this Annual Report on Form 10-K, even if
such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements
or disclosures by us following this Annual Report on Form 10-K that modify or impact any of the forward-looking statements contained
in this Annual Report on Form 10-K will be deemed to modify or supersede such statements in this Annual Report on Form 10-K.

 This
Annual Report on Form 10-K may include market data and certain industry data and forecasts, which we may obtain from internal company
surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications,
articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained
therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed.
While we believe that such studies, clinical trials and publications are reliable, we have not independently verified market and industry
data from third-party sources.

 Risk
Factor Summary

 Our
business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what
we believe are the principal risk factors but these risks are not the only ones we face, and you should carefully review and consider
the full discussion of our risk factors in the section titled " Risk Factors ", together with the other information
in this Annual Report on Form 10-K. If any of the following risks actually occurs (or if any of those listed elsewhere in this Annual
Report on Form 10-K occur), our business, reputation, financial condition, results of operations, revenue, and future prospects could
be seriously harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also
become important factors that adversely affect our business.

 Pre-clinical studies and
 initial clinical trials are not necessarily predictive of future results;

 We are heavily reliant
 on third-parties to carry out a large portion of our business

 We are developing novel
 technologies which may not be effective or safe;

 We may not successfully
 develop, maintain and protect our proprietary products and technologies;

 If the FDA or comparable
 foreign regulatory authorities approve generic versions of any of our products that receive marketing approval, or such authorities
 do not grant our products appropriate periods of exclusivity before approving generic versions of our products, the sales of our
 products could be adversely affected.

 Changes in legislation
 and regulations may affect our revenue and profitability

 There is substantial doubt
 about our ability to continue as a going concern

 We are highly dependent
 on our key personnel;

 We have an unproven market
 for our product candidates;

 We are a pre-revenue clinical
 stage company;

 Short sellers may be manipulative
 and may drive down the market price of our common shares;

 Future issuance of our
 common shares could dilute the interests of existing shareholders

 PART
I

 ITEM
 BUSINESS

 BUSINESS

 Overview
of the Company

Therapeutics Corp. ("Briacell" or the "Company") is a clinical-stage biotechnology company that is developing
novel immunotherapies to transform cancer care. Immunotherapies have come to the forefront in the fight against cancer as they harness
the body's own immune system to recognize and destroy cancer cells. The Company is currently advancing its Bria-IMT targeted
immunotherapy in combination with an immune check point inhibitor (Retifanlimab) in a pivotal 1 Phase 3 study in metastatic
breast cancer (listed on ClinicalTrials.gov as NCT06072612). Bria-IMT is currently under Fast Track Designation
by the U.S. Food and Drug Administration (the "FDA") intended to accelerate the review process of novel treatments that address
unmet medical needs. Positive completion of the pivotal study, following review by FDA, could lead to full approval of the Bria-IMT
immune checkpoint inhibitor combination in metastatic breast cancer. BriaCell has reported benchmark-beating patient survival and clinical
benefit in metastatic breast cancer with median overall survival of 13.4 months in BriaCell's metastatic breast cancer patients
vs. 6.7-9.8 months 2 for similar patients reported in the literature in its Phase 2 study of Bria-IMT combination study
with retifanlimab. Additionally, BriaCell reported median overall survival of 16.5 months in Phase 2 Bria-IMT study patients treated
in combination with immune checkpoint inhibitor in patients treated with the Phase 3 formulation since 2022 (post-COVID). A completed
Bria-IMT Phase 1/2 combination study with retifanlimab (an anti-PD1 antibody manufactured by Incyte) confirmed tolerability and
early-stage efficacy (listed on ClinicalTrials.gov as NCT03328026).

 BriaCell Phase 1/2 Study of Bria-OTS, BriaCell's personalized off-the-shelf immunotherapy, also known
as Bria-BRES, in metastatic breast cancer is ongoing (listed on ClinicalTrials.gov as NCT06471673). The first
patient treated with 4 inoculations of cells (single agent) demonstrated complete resolution of a lung metastasis. BriaCell is currently
developing Bria-OTS and its advanced form, Bria-OTS+, as a platform technology for personalized off-the-shelf immunotherapies
for numerous types of cancer. In September 2024, the Company announced BriaCell had received positive feedback from its Pre-Investigational
New Drug Application (Pre-IND) meeting with FDA for Bria-PROS+ for prostate cancer.

 Market

 It
is estimated by the National Cancer Institute Cancer Facts and Figures that in 2025, approximately 319,750 people (316,950 women and
2,800 men) will be diagnosed with breast cancer in the United States. That means that every two minutes an American woman is
diagnosed with breast cancer and more than 42,170 are projected to die in 2025. Although about 100 times less common than in women,
breast cancer also affects men. It is estimated that the lifetime risk of men getting breast cancer is about 1 in 1,000, and the
American Cancer Society estimates that approximately 2,800 new cases of invasive male breast cancer will be diagnosed and
approximately 510 men will die from breast cancer in 2025.

 According
to the May 2025 "Global Oncology Trends 2025" report by the IQVIA Institute, the global market for cancer drugs (including
immunotherapy drugs) is expected to reach nearly $441 billion by the end of 2029.

 "Pivotal" is an industry term referring to a Phase 3 clinical study intended to show and confirm the safety and efficacy
of a treatment.

 Cortes J, et al. Annals of Oncology 2018; Kazmi S, et al. Breast Cancer Res Treat. 2020 Aug 17; O'Shaughnessy J et al. Breast
Cancer Res Treat. 2022; Tripathy D, et al. JAMA Oncol. 2022

 About
13% percent of women will be diagnosed with breast cancer at some point during their lifetime. In 2025, over 4 million women were
living with female breast cancer in the United States. Approximately 83% of cases present as invasive breast cancer.
Approximately 6% of new breast cancer diagnoses are Stage IV (metastatic breast cancer ("MBC"), which has already spread
to other organs). Twenty to thirty percent of all women diagnosed with breast cancer will develop MBC. Breast cancer can be
subdivided based on receptor status - the hormone receptors for estrogen (ER) and progesterone (PR), collectively referred to as
hormone receptors (HR), and the Her2/neu growth factor receptor (HER2). Based on the latest SEER statistics, 68% were found to be
HR+/HER2-, 10% were triple-negative (HR-/HER2-), 10% were HR+/HER2+, and 4% were
HR-/HER2+. 1

 It
is estimated that over 150,000 women in the US were living with MBC in 2015 2 and this is projected to increase to over 240,000
by 2030. For those with metastatic disease at diagnosis, their 5-year survival rate is 30%. 1 For patients who develop MBC
after initially having localized disease, if they had a good response to treatment (i.e. a disease-free interval of more than 24 months),
their survival rate is similar to that of patients with MBC at initial diagnosis, but if their disease-free interval is less than 24
months, their prognosis is worse. 4 We currently propose that Bria-IMT's indication will be for the treatment
of patients with MBC who have no approved alternative therapies available. Similarly, another study showed that the median overall survival
among patients with de novo stage IV MBC was 39.2 months, while for patients with relapsed disease it was 27.2 months. 5 Median
progression free survival after first-line therapy is only 9 months and the survival benefit decreases with subsequent lines of therapy. 6
 One study showed that of 386 patients with MBC, 374 (97%) received first-line therapy, 254 (66%) received second-line therapy,
175 (45%) received third-line therapy, and 105 (27%) received therapy beyond third-line. 7 More recent data indicates that
for patients with MBC who have received 2 or more prior lines of therapy, median survival is 5.9-9.8 months.

 See

 Mariotto AB, Etzioni R, Hurlbert M, Penberthy L, Mayer M. Estimation of the Number of Women Living with Metastatic Breast Cancer
in the United States. Cancer Epidemiol Biomarkers Prev. 2017 Jun;26(6):809-815.

 Breast Cancer Facts & Figures 2017-2018. Atlanta: American Cancer Society, Inc. 2017.

 Lobbezoo, D. J. A. et al. Prognosis of metastatic breast cancer subtypes: the hormone receptor/HER2-positive subtype is associated
with the most favorable outcome. Breast Cancer Res. Treat. 141, 507-514 (2013).

 Dawood S, Broglio K, Ensor J, Hortobagyi GN, Giordano SH. Survival differences among women with de novo stage IV and relapsed breast
cancer. Ann Oncol. 2010 Nov; 21(11):2169-74.

 Bonotto M, Gerratana L, Iacono D, Minisini AM, Rihawi K, Fasola G, Puglisi F. Treatment of Metastatic Breast Cancer in a Real-World
Scenario: Is Progression-Free Survival With First Line Predictive of Benefit From Second and Later Lines? Oncologist.

 Kotsakis A, Ardavanis A, Koumakis G, Samantas E, Psyrri A, Papadimitriou C. Epidemiological characteristics, clinical outcomes
and management patterns of metastatic breast cancer patients in routine clinical care settings of Greece: Results from the EMERGE multicenter
retrospective chart review study. BMC Cancer. 2019 Jan 18;19(1):88.

 For
further information on our lead candidate Bria-IMT clinical development, see "Bria-IMT " in the "Production
/Pipeline" section.

 Competition

 Currently
available therapeutic options for breast cancer offer some hope for patients, but there is much room for improvement. Evaluating
response rates (partial and complete responses = ORR), progression free survival ("PFS") and overall survival
("OS") from recent clinical trials in similar late-stage subjects with metastatic or recurrent breast cancer indicate
that response rates range from 3-5% with PFS from 1.6 to 2.3 months 1, and OS from ~7 to 14 months 2.

 MBC
treated with second or higher lines of therapy has a very poor prognosis and few effective therapies that consistently induce long-term
remission, which indicates the market demand and clinical need for new and improved therapeutic drugs and treatment options in order
to improve these response outcomes and patient survival rates. Thus, Bria-IMT has the potential to induce long-term remission,
especially in combination with immunotherapies.

 There
are a number of cancer vaccines in development for breast cancer, including but not limited to TPIV200 (Marker Therapeutics, Inc.), AE-37
(Antigen Express), and Stimuvax (Merck KgA). While these development candidates are aimed at a number of different targets, and AE-37
has published data in the HER2 breast cancer patient population, there is no guarantee that any of these compounds will not in the future
be indicated for treatment of low-to-intermediate HER2 breast cancer patients and become directly competitive with Bria-IMT.

 1 Bardia
A, et al. J Clin Oncol. 2024 May 20;42(15):1738-1744; Tripathy D, et al. JAMA Oncol. 2022 Nov 1;8(11):1700-1701; O'Shaughnessy J, et
al. Breast Cancer Res Treat. 2022 Sep;195(2):127-139.

 2 Rugo,
H. S., et al. The Lancet, 402(10411), 1423–1433; Bardia A, et al. J Clin Oncol. 2024 May 20;42(15):1738-1744.

 While
there are many biotech companies working to create an effective breast cancer therapeutic vaccine, a significant gap remains in the
effectiveness and safety of second or higher lines of therapy. The most studied targeted immunotherapy, Neuvax (Galena), a HER2
peptide vaccine, failed a Phase III trial, but there is encouraging data to support at least three ongoing clinical trials combining
trastuzumab with HER2 epitope immunogens. 1 The National Cancer Institute ("NCI") randomized trial adding
PANVAC (a poxviral-based immunogen) to docetaxel increased the median PFS from 3.9 months to 7.9 months and is to be used as a basis
for larger, more sophisticated clinical trials. 2 An immunogen targeting a carbohydrate antigen, globo-H, was associated
with improved PFS, but only in the subset able to mount antibody responses. 3 A Johns Hopkins breast cancer trial using a
breast cancer cell line transfected with the gene for GM-CSF has not been positive but, using the same cell line with trastuzumab,
40% of patients enjoyed clinical benefit (CR+PR+stable) at one year. 4 Finally, the study of targeted cancer
immunotherapies in combination with other therapies is receiving much attention, particularly combination with checkpoint
inhibitors. 5

 There
are several other approaches to developing targeted breast cancer immunotherapies. These include using peptide cocktails, a triple peptide
regimen, recombinant HER2, antigen-pulsed dendritic cells, DNA immunogens, whole cell allogeneic GM-CSF secreting SKBR3 or T47D cells,
an (HLA)-A2/A3-restricted immunogenic peptide derived from the HER2 protein, oxidized mannan-MUC1, and personalized peptide immunogens.

 Among
the most promising results in patients with advanced disease have been using whole-cell preparations, particularly if the cells are engineered
to express GM-CSF. We are taking this approach and capitalizing on positive initial results with Bria-IMT monotherapy in difficult
to treat patients using a regimen that both limits regulatory T cell activity (using low dose cyclophosphamide pre-treatment) and boosts
the immune response (using post-dose alpha interferon in the inoculation sites). The combination with PD-1 inhibitors is a logical extension
of our findings where 21 of 23 MBC patients had demonstrable PD-L1 expression on the circulating tumor cells ("CTCs") and/or
circulating cancer-associated macrophage-like cells ("CAMLs"). The overall strategy, once the initial milestones have been
met, to enroll additional patients for product registration, will allow rapid progression of the best therapeutic option to a Biologics
License Application ("BLA").

 Cancer
immunotherapy has become a significant growth area for the biopharmaceutical industry, attracting large pharmaceutical companies as well
as small niche players. Generally, our principal competitors in the cancer immunotherapy market comprise both companies with currently
approved products for various indications, such as manufacturers of approved bispecific antibodies, CAR-T cells, and checkpoint inhibitors,
as well as companies currently engaged in cancer immunotherapy clinical development. The large and medium-size players who have successfully
obtained approval for cancer immunotherapy products include Bristol-Myers Squib Company, Merck & Co., Inc., Genentech, Inc. (a subsidiary
of Roche Holding AG), AstraZeneca PLC, Celgene Corporation, Johnson & Johnson/Janssen Pharmaceuticals, Amgen, Novartis, Acerta Pharmaceuticals
(a subsidiary of AstraZeneca), Juno Therapeutics, Inc. (a subsidiary of Celgene), Kite Pharma, Inc., a wholly-owned subsidiary of Gilead
Sciences, Inc. and Pfizer, Inc./EMD Serono, Inc. Most of these companies, either alone or together with their collaborative partners,
have substantially greater financial resources than does BriaCell.

 Companies
developing novel products with similar indications to those we are pursuing are expected to influence our ability to penetrate and maintain
market share. For patients with early-stage breast cancer, adjuvant therapy is often given to prevent recurrence and increase the chance
of long-term disease-free survival. Adjuvant therapy for breast cancer can include chemotherapy, hormonal therapy, radiation therapy,
or combinations thereof. In addition, the HER2 targeted drug trastuzumab (HERCEPTIN), alone or in combination with pertuzumab (PERJETA),
both manufactured and marketed by Roche/Genentech, may be given to patients with tumors with high expression of HER2 (IHC 3+), as well
as other novel targets such as MUC1, which may be useful in treating breast cancer. In addition, the FDA approved the first ever immunotherapy
regimen for breast cancer to the Roche/Genentech PD-L1 checkpoint inhibitor atezolizumab (TECENTRIQ), combined with Celgene's nab-paclitaxel
(ABRAXANE) for TNBC that cannot be removed with surgery and is locally advanced or metastatic.

 Many
of our competitors, either alone or with their strategic partners, have substantially greater financial, technical and human resources
than we do, and also have greater experience in obtaining FDA and other regulatory approvals of treatments and commercializing those
treatments. Accordingly, our competitors may be more successful than us in obtaining approval for cancer immunotherapy products and achieving
widespread market acceptance. Our competitors' treatments may be more effectively marketed and sold than any products we may commercialize,
thus causing limited market share before we can recover the expenses of developing and commercializing of our cancer immunotherapy product
candidate.

Mittendorf, E. A.; Peoples, G. E., Injecting Hope-A Review of Breast Cancer Vaccines. Oncology (Williston Park) 2016, 30 (5), 475-81,
485.

 Heery, C. R.; Ibrahim, N. K.; Arlen, P. M.; Mohebtash, M.; Murray, J. L.; Koenig, K.; Madan, R. A.; McMahon, S.; Marte, J. L.;
Steinberg, S. M.; Donahue, R. N.; Grenga, I.; Jochems, C.; Farsaci, B.; Folio, L. R.; Schlom, J.; Gulley, J. L., Docetaxel Alone or in
Combination With a Therapeutic Cancer Vaccine (PANVAC) in Patients With Metastatic Breast Cancer: A Randomized Clinical Trial. JAMA Oncol
2015, 1 (8), 1087-95.

 Huang, C.; Yu, A.; Tseng, L., Randomized phase II/III trial of active immunotherapy with OPT-822/OPT-821 in patients with metastatic
breast cancer. J Clin Oncol 2016, 34 (15).

 Chen, G.; Gupta, R.; Petrik, S.; Laiko, M.; Leatherman, J. M.; Asquith, J. M.; Daphtary, M. M.; Garrett-Mayer, E.; Davidson, N.
E.; Hirt, K.; Berg, M.; Uram, J. N.; Dauses, T.; Fetting, J.; Duus, E. M.; Atay-Rosenthal, S.; Ye, X.; Wolff, A. C.; Stearns, V.; Jaffee,
E. M.; Emens, L. A., A feasibility study of cyclophosphamide, trastuzumab, and an allogeneic GM-CSF-secreting breast tumor vaccine for
HER2+ metastatic breast cancer. Cancer Immunol Res 2014, 2 (10), 949-61.

 McArthur, H. L.; Page, D. B., Immunotherapy for the treatment of breast cancer: checkpoint blockade, cancer vaccines, and future
directions in combination immunotherapy. Clin Adv Hematol Oncol 2016, 14 (11), 922-933.

 Mergers
and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller
number of our competitors. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative
arrangements with large and established companies. These activities may lead to consolidated efforts that allow for more rapid development
of cancer immunotherapy product candidates.

 These
competitors also compete with us in recruiting and retaining qualified scientific and management personnel, the ability to work with
specific clinical contract organizations due to conflicts of interest, and the conduct of trials in the ability to recruit clinical trial
sites and subjects for our clinical trials.

 We
expect any products that we develop and commercialize to compete on the basis of, among other things, efficacy, safety, price and the
availability of reimbursement from government and other third-party payors. Our commercial opportunity could be reduced or eliminated
if our competitors develop and commercialize products that are viewed as safer, more convenient or less expensive than any products that
we may develop. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval
for our current product candidates or any other future product candidate, which could result in our competitors establishing a strong
market position before we are able to enter the market.

 Products/Pipeline

 About

 Bria-IMT,
BriaCell's lead candidate, is a whole-cell immunotherapy for metastatic breast cancer. Bria-IMT in combination with an immune
check point inhibitor is undergoing pivotal Phase 3 clinical testing in patients with advanced MBC patients who have failed prior lines
of therapy. The pivotal Phase 3 combination study is listed on ClinicalTrials.gov as NCT06072612.

 Mechanism
of Action of Bria-IMT

 Bria-IMT (SV-BR-1-GM) is
a targeted immunotherapy for the treatment of breast cancer. Bria-IMT is a genetically engineered human breast cancer cell line
with features of immune cells and clinically applied as a targeted immunotherapy. Bria-IMT immunotherapy is derived from a grade
II (moderately differentiated) tumor which activates the immune system to attack and destroy breast cancer tumors.

is designed to secrete GM-CSF, a factor that stimulates components of the immune system. Specifically, GM-CSF activates dendritic
cells, the cells that start immune responses. These activated dendritic cells then activate T cells, a key component of the immune
system, to recognize the tumor cells as foreign, and eliminate them. To amplify this action, we have combined Bria-IMT with
other immune system activators including cyclophosphamide (used in low doses to reduce immune suppression), and low-dose local
interferon-, a cytokine that further activates the immune system. This is termed the Bria-IMT regimen. We believe this
approach of simultaneous activation of the immune system via different pathways will improve the immune system response to attack
and destroy cancer cells.

 Phase
1/2 Clinical Trial of the Bria-IMT regimen in Advanced Metastatic Breast Cancer

conducted Phase 1/2a clinical trials (SVMC #01-026 and WRI-GEV-007) of the Bria-IMT regimen in patients with advanced breast cancer.
In the 2 studies a total of 27 patients were treated. They had failed on the average (median) 5 prior lines of therapy. The treatment
was generally well tolerated with local irritation at the inoculation sites the main adverse event judged at least possibly related to
study medication. In total, 18 patients were evaluable (had measurable disease and both baseline and on treatment imaging studies). The
efficacy data is shown here.

 Evaluable Patients

 HLA Match

 Disease Control (CR, PR, and SD)

 Disease Control in Immune Responders (DTH)

 N=5

 80% (4/5)

 100% (4/4)

 N=15

 47% (7/15)

 58% (7/13)

 N=18

 Any

 50% (9/18)

 60% (9/15)

 total heavily pre-treated (median 5 prior regimens) metastatic breast cancer patients were
 treated with Bria-IMT monotherapy regimen, 18 evaluable.

 The
 presence of HLA-type matching between the Bria-IMT TM cells and the patient correlates
 with response to Bria-IMT. Note that HLA molecules are responsible for presenting antigens
 to T cells and they are involved in the initiation of immune responses.

 Immune
 response measured by delayed-type hypersensitivity (DTH) to Bria-IMT correlates with disease
 control.

 Tolerability
 was excellent with no dose-limiting toxicities.

 benefit was demonstrated: 1 Partial response (PR) and 8 Stable Disease (SD) in 15 evaluable
 immune responders.

 In
this study it was also noted that in 21 of 23 patients with circulating tumor cells or cancer-associated macrophage-like cells expressed
PD-L1, and immune checkpoint that blocks the activity of activated T cells to kill tumor cells. This led to the design of a combination
study where the Bria-IMT regimen is given in combination with an immune checkpoint inhibitor (CPI).

 Phase
1/2 Clinical Trial of Bria-IMT in Combination with Immune Check Point Inhibitors in Advanced Metastatic Breast Cancer

has been conducting a Phase 1/2a clinical trial (BRI-ROL-001) of Bria-IMT, in combination with immune checkpoint inhibitors such
as pembrolizumab (KEYTRUDA; manufactured by Merck & Co., Inc.) and retifanlimab, an immune checkpoint inhibitor manufactured
by Incyte. The combination study is listed in ClinicalTrials.gov as NCT03328026 under FDA-approved BB-IND 10312 under protocol
BRI-ROL-001 at ten clinical sites throughout the United States. The study is now closed to enrollment.

 In
the Phase 1 part of the study, the Bria-IMT regimen was dosed in combination with Keytruda in 11 patients and in 11 patients
with retifanlimab, with one patient starting on the combination with Keytruda and crossing-over to the combination with retifanlimab.
In the Phase 2 part of the study an additional 32 patients were dosed (54 patients total). In Phase 2 part of the study, the Bria-IMT
regimen is being dosed in combination with retifanlimab with patients randomized to either receive the Bria-IMT regimen first
(16 patients) or retifanlimab first (16 patients).

also evaluated 2 formulations of Bria-IMT, one treated with interferon gamma and one untreated.

 The design of the study is shown here.

 The
patients had advanced breast cancer as shown here.

 N (%)

 Age, Median (Range)

 61 (38-81) years

 BMI, Median (Range)

 28.1 (18.1-42.7)

 Race/Ethnicity

 White

 42 (78%)

 Black

 6 (11%)

 Hispanic

 10 (19%)

 Asian

 3 (6%)

 Other

 3 (6%)

 ECOG

 ECOG 0

 29 (54%)

 ECOG 1

 25 (46%)

 Tumor Grade

 Grade 1

 6 (11%)

 Grade 2

 15 (28%)

 Grade 3

 30 (56%)

 Unknown

 3 (5%)

 Prior systemic therapy, Median (Range)

 6 (2-13)

 Previous therapies

 Antibody Drug Conjugate

 23 (44%)

 Checkpoint Inhibitror

 11 (20%)

 CDK4/6 inhibitors

 34 (63%)

 Metastatic or Recurrent Target Lesion sites

 Brain

 4 (7%)

 Liver

 25 (46%)

 Lung

 10 (19%)

 Bone

 12 (22%)

 Other

 27 (50%)

 Metastatic Breast Cancer Subtype

 HER2+

 2 (4%)

 HR+/HER2-

 31 (57%)

 TNBC

 17 (31%)

 HER2low/HR+

 4 (7%)

 Treatment
with the combination regimen was generally well tolerated as shown here.

 There was no statistically significant
difference in Progression Free Survival (PFS) based on order of administration (CPI in cycle 1 or delayed to cycle 2). There was a significant
effect of PFS of formulation as shown here.

 Data presented at ASCO 2024
see Calfa et al. Journal of Clinical Oncology 42, 6_suppl

 The
overall survival of the patients for all patients on this study has been evaluated in an ongoing fashion. Since the study was largely
on hold during COVID (2020 and 2021), patients dosed in 2019 and 2020 have been followed for a longer time. Therefore survival data has
been evaluated for patients dosed before 2022 and since 2022. This should be considered in the context of clinical studies in patients
with metastatic breast cancer who have failed at least 2 prior regimens 1.

 The
Bria-IMT regimen, using the Phase 3 formulation, with a CPI has shown a median overall survival (OS) of 13.4 months for all patients
by the Kaplan Meier method, as shown in the Figure below. For patients treated since 2022, the median OS was estimated at 16.5 months.

 Figure
B. Overall Survival of Patients with Metastatic Breast Cancer treated with the Bria-IMT regimen using the Phase 3 formulation
with a CPI.

 Update of data presented at the 2024 San Antonio
Breast Cancer Symposium

 ClinicalTrials.gov ID NCT03328026

 1 Cortes J, et al. Annals of Oncology 2018;
Kazmi S, et al. Breast Cancer Res Treat. 2020 Aug 17; O'Shaughnessy J et al. Breast Cancer Res Treat. 2022; Tripathy D, et al. JAMA
Oncol. 2022

 In
its Phase 2 study of Bria-IMT plus check point inhibitors (CPI), outperformed ADC drugs in hormone receptor positive (HR+) metastatic
breast cancer (MBC) patients. In BriaCell's Phase 2 clinical study in late-stage MBC, 25 of 37 patients treated with the ongoing
pivotal Phase 3 Bria-IMT formulation were identified as having HR+ breast cancer. As shown in Table 1, the survival data of these 25
patients (17.3 months) exceeds those of the current ADC standard of care TRODELVY (14.4 months) and those treated with
chemotherapy (11.3 months). The survival data for the Bria-IMT regimen + immune check point inhibitor in the triple negative breast cancer
(TNBC), characterized by the absence of estrogen (ER), progesterone (PR) and human epidermal growth factor (HER2) receptors, was also
better than TRODELVY and markedly higher than those of chemotherapy.

 Table
1: Comparable Analysis of median overall survival (estimated using the Kaplan-Meier method) for the BriaCell Phase 2 study of BriaCell's
Bria-IMT plus CPI versus other drugs in MBC patient subsets.

 Treatment

 Breast

 Cancer Type

 Median # of prior

 lines of therapy

 Median OS

 (months)

 Bria-IMT plus CPI*

 HR+

 17.3

 TRODELVY 1 (sacituzumab govitecan-hziy)

 HR+

 14.4

 Single agent chemotherapy

 HR+

 11.3

 Bria-IMT plus CPI*

 TNBC

 13.9

 TRODELVY 1 (sacituzumab govitecan-hziy)

 TNBC

 3**

 11.8

 Single agent chemotherapy

 TNBC

 3**

 6.9

 *
Patients treated with the Phase 3 formulation

 **
Number of prior chemotherapy-containing regimens

 1.

 Abbreviations:

 HR+:
hormone receptor-positive

 TNBC:
Triple-negative breast cancer (lacks the estrogen receptor, progesterone receptor, and lacks or has low levels of human epidermal growth
factor receptor 2 (HER2))

has also analyzed the data from the Phase 1/2 study in patients who have failed prior ADC therapy. The results are shown here in comparison
to studies of comparable patients in the literature.

 ~4
 months median progression-free survival (PFS) twice that seen in comparable patients treated
 with best available therapy, including antibody-drug conjugate (ADC) resistant patients 1,2,3

 benefit seen in 55% of evaluable patients in all subtypes of breast cancer

 Compared
 with 7-10% in comparable patients treated with best available therapy (the comparator
 for Phase 3)

the course of this study, BriaCell has had several remarkable responders. The data for 2 of them is shown here.

 Patient
06-005 had failed 13 prior regimens. She had baseline breast cancer metastases behind the left eye (orbit), in the outside lining of
the brain (dura mater) and the adrenal gland. Following 6 months of treatment the orbital tumor completely resolved and the others improved.
She was judged an overall partial responder.

 Imaging
for Patient 06-005

 Patient
11-018 had failed 8 prior regimens including the ADC Enhertu. She had a right orbital tumor causing extensive proptosis (eye bulging)
& brain (temporal lobe) metastasis. There was a complete resolution of the temporal lobe metastasis and a marked reduction in the
orbital lesion with resolution of proptosis and improvement in eye pain. She has been on the study for >21 months.

 Imaging
for Patient 11-018

 Overall
BriaCell has treated 7 patients with intracranial (inside the skull) metastatic disease who had measurable disease. The intracranial
overall response rate (iORR) is 71%, which compares very favorably with the data for comparable patients in the literature. Some of this
data is shown here.

 Intracranial
responses for patients treated with Bria-IMT

 Note
that the iORR in comparable patients typically <20%. (see Niwinska A, Pogoda K, Jagiello-Gruszfeld A, Duchnowska R. Intracranial Response
Rate in Patients with Breast Cancer Brain Metastases after Systemic Therapy. Cancers (Basel). 2022 Feb 15;14(4):965 and Tripathy D, Tolaney
SM, Seidman AD, Anders CK, Ibrahim N, Rugo HS, Twelves C, Di ras V, M ller V, Du Y, Currie SL, Hoch U, Tagliaferri M, Hannah
AL, Cort s J; ATTAIN Investigators. Treatment With Etirinotecan Pegol for Patients With Metastatic Breast Cancer and Brain Metastases:
Final Results From the Phase III ATTAIN Randomized Clinical Trial. JAMA Oncol. 2022 Jul 1;8(7):1047-1052.)

 Phase
3 Clinical Trial of Bria-IMT in Combination with Immune Check Point Inhibitors in Advanced Metastatic Breast Cancer compared with
Treatment of Physician's Choice (Bria-ABC)

has been conducting a Phase 3 clinical trial (Bria-ABC) of Bria-IMT, in combination with immune checkpoint inhibitor retifanlimab,
an immune checkpoint inhibitor manufactured by Incyte. The combination study is listed in ClinicalTrials.gov as NCT06072612 under
FDA-approved BB-IND 10312. The primary endpoint is overall survival.

 Bria-IMT is currently under
Fast Track Designation by the FDA intended to accelerate the review process of novel treatments that address unmet medical needs. Positive
completion of the pivotal study, following review by the FDA, could lead to full approval of the Bria-IMT immune checkpoint inhibitor
combination in advanced metastatic breast cancer.

 The FDA has agreed that improvement
in overall survival in the Bria-IMT combination arm as compared to the physician's choice of treatment arm will be the primary
endpoint of the study. The study is expected to enroll 177 patients in the Bria-IMT combination therapy arm and 177 patients in
the treatment of physician's choice arm. To gather additional information on the Bria-IMT regimen alone, 50 patients are
expected to be enrolled in this regimen and will be eligible for combination therapy following their initial post treatment evaluation.
These patients will not be included in the primary analysis. The study will have an interim evaluation for efficacy which could result
in early completion of the study. We expect frequent and responsive FDA communication under our Fast Track status during our pivotal Phase
3 study. The overall design of the study is shown here.

 The
first interim analysis will be at 144 events (mortalities). If the hazard ratio (HR) is 0.6, BriaCell will submit a Biologics Licensing
Application (BLA). If the HR is > 0.6, the study will continue to completion with HR target of 0.7. Either of these could result in
full approval of the Bria-IMT CPI combination regimen in advanced metastatic breast cancer.

 The
successful completion of the pivotal study would allow BriaCell to subsequently submit a Biologics License Application and accelerate
the path to commercialization. The Phase 3 study has multiple locations throughout the USA as noted in the ClinicalTrials.gov listing

 On
December 2, 2024, March 20, 2025, and June 24, 2025, BriaCell announced that the Data Safety Monitoring Board (DSMB), an independent
group of experts who review and monitor safety data of a clinical study to determine if a study should continue, be modified, or be halted
early, had completed its first, second, and third reviews of safety events in patients enrolled in BriaCell's pivotal randomized
Phase 3 study of Bria-IMT plus an immune checkpoint inhibitor (CPI) combination regimen (ClinicalTrials.gov NCT06072612)
in metastatic breast cancer. The Data Safety Monitoring Board (DSMB) stated no safety concerns, and recommended continuation of BriaCell's
pivotal Phase 3 study of Bria-IMT plus a CPI in MBC.

 On
April 22, 2025, the Company announced its ongoing pivotal Phase 3 clinical study (listed on ClinicalTrials.gov as NCT06072612)
has consented over 100 and has enrolled over 75 patients. BriaCell anticipates reporting top line data as early as H1-2026.

 On
April 30, 2025, BriaCell reported "Late-Breaker" Phase 3 data at AACR 2025. Positive tolerability profile and potential response
biomarkers were identified. Phase 3 clinical data showed potential predictive biomarkers for treatment response, first identified in
the Phase 2 study. Biomarkers could be utilized to predict and provide better patient outcomes, including response rates and survival
benefits. Positive delayed-type hypersensitivity (DTH) (p = 0.001) and a favorable Neutrophil-to-Lymphocyte Ratio (NLR) (p = 0.02) were
linked to longer progression-free survival (PFS) in Phase 3 patients. Presence of Circulating Tumor Cells (CTC) after patients'
initial Phase 3 treatment supports their role as negative prognostic marker (p = 0.04). The Bria-IMT Phase 3 regimen was well-tolerated
with a preferred tolerability profile.

 Collaboration with Prevail InfoWorks, Inc.

 In
collaboration with Prevail InfoWorks, Inc. ("InfoWorks"), a Philadelphia, PA based contract research organization, BriaCell
continues to recruit additional sites to speed up the patient recruitment process. BriaCell has signed a Master Service and Technology
Agreement ("MSTA") agreement with InfoWorks to provide clinical services and technologies for BriaCell's upcoming pivotal
study in advanced metastatic breast cancer. Services include clinical site coordination, project management, clinical monitoring and
pharmacovigilance (safety management) services, and the use of InfoWork's integrated real-time data analytics platform, The Single
Interface, for clinical support and real-time data analysis.

 In
May 2023, Prevail Partners, LLC ("Prevail Partners"), an investment fund and affiliate of InfoWorks invested $4 million
in the company at a 20% premium to the trailing thirty (30) trading day volume-weighted average price of the common shares of the
Company on the Nasdaq Stock Exchange.

 Manufacturing

 We
do not own or operate manufacturing facilities for the production of our product candidates, nor do we have plans to develop our own
manufacturing operations in the foreseeable future. We currently depend on third-party contract manufacturers for all of our required
raw materials, active pharmaceutical ingredients, and finished product candidate for our clinical trials. We currently employ internal
resources and third-party consultants to manage our manufacturing contractors.

is currently manufactured under current Good Manufacturing Practices ("cGMP") pursuant to agreements with UC Davis and with
FujiFilm Diosynth Biotechnology ("Fuji"), which is located in Thousand Oaks, California.

 On
June 11, 2015, the Company entered into an Agreement for Services with The Regents of the University of California, acting for and on
behalf of UC Davis, pursuant to which UC Davis manufactures Bria-IMT (previously known as BriaVax) at its GMP facility. The Company
pays UC Davis certain hourly rates depending on the specific services provided by UC Davis in connection with its manufacturing of Bria-IMT.

 On
July 5, 2022, BriaCell announced that it had entered into a manufacturing service agreement with Waisman Biomanufacturing at the University
of Wisconsin-Madison ("Waisman"), to manufacture Bria-Pros, BriaCell's off-the-shelf personalized immunotherapy
for prostate cancer, for anticipated use in clinical studies. Waisman is a leading contract manufacturing organization with experience
in the manufacturing of cellular therapies for clinical trials. Under the terms of the agreement, Waisman will be responsible for GMP
manufacturing of Bria-Pros for anticipated use in clinical studies. Waisman's expert team will be working closely with BriaCell's
scientific and product development teams to ensure timely production of Bria-Pros in compliance with applicable regulatory requirements
by the FDA.

 Pursuant to the Company's
master services agreement with Fuji, dated May 29, 2023, to manufacture Bria-IMT, for anticipated use in clinical studies including
the Phase 3 study. Fuji is a leading contract manufacturing organization with experience in the manufacturing of cellular therapies for
clinical trials. Under the terms of the agreement, Fuji will be responsible for GMP manufacturing of Bria-IMT for anticipated
use in clinical studies. Fuji's expert team will be working closely with BriaCell's scientific and product development teams
to ensure timely production of Bria-IMT in compliance with applicable regulatory requirements by the FDA.

 Production and Marketing Plan

 Bria-IMT cells grow in
simple tissue culture media and are irradiated prior to inoculation. Bria-IMT manufacturing will be performed by Contract Manufacturing
Organizations. We have been working with FUJIFILM Diosynth Biotechnologies ("Fuji") and the University of California, Davis
Health System ("UC Davis") GMP facility, who have developed a frozen formulation where the cells are grown, harvested and
irradiated, followed by cryopreservation in a viable state. The cells are stockpiled and shipped directly to clinical sites for inoculation.
Each lot of Bria-IMT is tested for potency (i.e. GM-CSF production), identity (i.e. HER2+ and ER/PR-) and adventitious agents to
rule out contamination with infectious agents. To date, there have been no issues with these tests. Additional manufacturing facilities
have been evaluated and may be enlisted as demand grows.

 Marketing will target oncologists
who are well-versed in the use of immunotherapy and especially breast cancer treatment centers. The initial target will be patients with
metastatic or recurrent breast cancer who have failed at least two prior treatment regimens. We plan to develop the clinical data for
Bria-IMT and to use this information to reach out to oncologists seeking additional therapeutic options for their patients. We
will include in this effort a physician education campaign targeting the oncologists most likely to treat metastatic breast cancer. As
these physicians become more aware of the data regarding Bria-IMT in breast cancer, we will make sure they also understand how
best to use Bria-IMT in combination with other therapies that have complementary synergistic mechanisms of action. This will also
come from the clinical studies described above focusing on combination therapy. Partnering with other pharmaceutical companies in order
to market a number of drugs is also an option that we intend to pursue. Our eventual goal is to reach all oncologists who treat late stage
breast cancer, either by direct outreach or by partnering with another company that has an established presence in the oncology space.

 Bria-OTS

 Bria-OTS:
 Personalized Off-the-Shelf Immunotherapy

Phase 1/2 Study of Bria-OTS, also known as Bria-BRES, in metastatic breast cancer is open. The Phase 1/2 clinical study
is listed on ClinicalTrials.gov as NCT06471673.

 We
 believe Bria-IMT is most effective in human leukocyte antigen (HLA) – matched patients

 Bria-OTS
 is engineered to express 15 unique HLA types through 4 independent cell lines

 Provides
 matched treatment to greater than 99% of patients

 Simple
 saliva test provides HLA matched personalized off-the-shelf Bria-OTS immunotherapy

 HLA
 matched off-the-shelf therapy is faster and less costly than other expensive and complex personalized immunotherapies

 announced that the first patient treated with the Bria-OTS cells had a complete resolution of a breast cancer tumor that had
 metastasized to the lung. This response was sustained at the 6 month timepoint.

 Ongoing
 collaboration with the NCI to investigate the Bria-OTS mechanism action

 has secured numerous US and international patents for Bria-OTS

 On May 28, 2024, BriaCell announced a clinical supply agreement with BeiGene for Bria-OTS First in Human Study.
Study is to evaluate the effects of Bria-OTS in combination with anti-PD-1 antibody tislelizumab, in advanced, late stage, heavily
pretreated metastatic breast cancer.

 Development
of Additional Immunotherapy Cell Lines

 An
 enhanced version (expressing also co-stimulatory molecules and cytokines) termed Bria-OTS+ are in development for prostate
 cancer (Bria-PROS+), lung cancer (Bria-LUNG+), and melanoma (Bria-MEL+) as well as breast cancer (Bria-BRES+)

 In
 September 2024, BriaCell announced positive pre-IND meeting with FDA for Bria-PROS+ for prostate cancer

 received a Small Business Innovation Research (SBIR) grant from the National Cancer Institute (NCI) to further develop Bria-OTS+

 IND
 filings for these immunotherapy cell lines are anticipated starting in late 2025 or early
 2026

 Bria-OTS,
the Company's personalized, off-the-shelf immunotherapy, advanced meaningfully during the reporting period.

 On
November, 21, 2024, the Company announced that the first patient was dosed in its Phase 1/2 study (ClinicalTrials.gov identifier: NCT06471673)
to evaluate the safety and efficacy of Bria-OTS, BriaCell's personalized next generation immunotherapy. The study will investigate
Bria-OTS alone and in combination with immune check point inhibitor tislelizumab (manufactured and supplied by BeiOne, Ltd.)
for the treatment of metastatic breast cancer. Bria-OTS is an enhanced form of Bria-IMT, currently in pivotal Phase 3 study
for metastatic breast cancer.

 On February 3, 2025, the Company announced a clinical
response including resolution of a lung metastasis (breast cancer tumor that spread to the lung) with stable disease elsewhere in the
first metastatic breast cancer (MBC) patient treated with Bria-OTS as a single agent. Bria-OTS is a personalized off-the-shelf
immunotherapy, currently under investigation in a Phase 1/2a dose escalation study (ClinicalTrials.gov identifier: NCT06471673)
in metastatic recurrent breast cancer. Bria-OTS represents a personalized, next generation, advancement of BriaCell's lead
candidate Bria-IMT which is currently in a pivotal Phase 3 study for metastatic breast cancer.

 On April 24, 2025, BriaCell
Confirmed 100% Resolution of Lung Metastasis with Bria-OTS. Complete resolution of lung metastasis confirmed at 4 months follow-up in
a hormone receptor positive (HR+) breast cancer patient. Treatment well-tolerated and the patient remained on study with stable disease
elsewhere. Sustained clinical response supports Bria-OTS personalized, off-the-shelf immunotherapy approach in Phase 1/2a metastatic
breast cancer study.

 On May 27, 2025, BriaCell announced
that the Bria-OTS Phase 1/2 Study cleared safety evaluation, and BriaCell dosed its first patient in Bria-OTS combination with an immune
checkpoint inhibitor. Specifically, Bria-OTS has cleared its safety evaluation in the Phase 1/2 study monotherapy dosage setting. Phase
1/2 study has now transitioned to dosing patients in combination with checkpoint inhibitor in metastatic breast cancer. The first Bria-OTS
monotherapy patient remains on study with confirmed resolution of lung metastasis.

 On June 2, 2025, BriaCell presented a poster on clinical
data from Bria-OTS study in metastatic breast cancer (MBC).

 Poster Title: Trial in progress: A study of Bria-OTS
cellular immunotherapy in metastatic recurrent breast cancer

 Session Date and Time: June 2, 2025 9:00 AM-12:00
PM CDT

 Abstract Number for Publication: TPS1136

 Poster Board Number: 107a

 Session Type and Title: Poster Session –
Breast Cancer—Metastatic

 In a dose-escalation Phase 1/2 study, heavily pre-treated
MBC patients received Bria-OTS monotherapy (single agent Bria-OTS cells only). The Phase 1 segment enrolled and treated 3 patients with
the first patient achieving a confirmed resolution of a breast cancer lung metastasis and remaining on study with single agent
Bria-OTS. Following successful completion of safety evaluations, BriaCell has initiated the combination cohort dosing the first
patient with Bria-OTS plus checkpoint inhibitor (CPI).

 On July 9, 2025, BriaCell announced
that its patient achieved sustained complete resolution of lung metastasis in Bria-OTS metastatic breast cancer study. [IMAGES
BELOW] shows complete resolution maintained at 6 months in first patient treated with BriaCell's Bria-OTS in Phase 1/2a study. No
treatment limited toxicities were observed. The patient remained on study with stable disease elsewhere.

 BriaCell Phase 1/2 Study of Bria-OTS,
also known as Bria-BRES, in metastatic breast cancer is ongoing.

 Figure 1: Treatment with Bria-OTS
monotherapy resulted in 100% resolution of tumor in the right lung of the metastatic breast cancer (MBC) patient following 2 months of
therapy and confirmed at 4, and 6 months of therapy 1 (axial and coronal views)

 Bria-PROS+ and
Bria-BRES+

 The Company made important strides
in advancing its next-generation candidates Bria-PROS+ (for prostate cancer) and Bria-BRES+ (for breast cancer). A key milestone
was achieved on September 10, 2024, when BriaCell reported a successful Pre-IND meeting with the FDA for Bria-PROS+. In this meeting,
the FDA waived requirements for animal toxicology and pharmacokinetic studies prior to opening the IND, greatly simplifying the development
pathway and accelerating the clinical timeline. These regulatory concessions highlight the potential impact of Bria-PROS+ and strengthen
its prospects as a first-in-class therapy.

 On November 8, 2024, the Company
also disclosed preclinical data for both Bria-PROS+ and Bria-BRES+, showing in vitro anti-cancer activity in breast and prostate cancer
models. These findings were presented at the SITC Annual Meeting in Houston, Texas, and provided an important proof-of-concept for the
scientific community. Together, these updates illustrate the breadth of BriaCell's pipeline beyond its lead Bria-IMT program.

 BriaPro Therapeutics and
Antibody Development

 On April 10, 2025, BriaPro Therapeutics
Corp., a majority-owned subsidiary of BriaCell, announced a new initiative in antibody therapeutics. The subsidiary is developing high-affinity
antibodies directed against B7-H3, an immune checkpoint molecule implicated in cancer progression and expressed on many tumor types. This
initiative leverages molecular modeling techniques and is backed by provisional U.S. patent filings, with international filings under
the Patent Cooperation Treaty anticipated. The antibodies are expected to be incorporated into the proprietary Bria-TILsRx platform,
which is designed to activate tumor-infiltrating lymphocytes within the tumor microenvironment.

 On July 29, 2025, BriaCell's
Subsidiary, BriaPro, filed patent application for immuno-oncology platform with novel multitargeting agents. TILsRx platform is designed
to overcome immune suppression and T cell exhaustion to activate tumor-infiltrating lymphocytes (TILs). Multivalent technology enables
simultaneous engagement of multiple cancer-associated and immune pathway targets. A preferred tolerability profile is expected due to
selective cancer cell targeting within the tumor microenvironment (TME). TILsRx platform early agents include antibodies to B7-H3, an
immune checkpoint found in several cancers including prostate, lung, breast, pancreatic, and ovarian. The platform integrates T cell engagers
and immune checkpoint modulators, with the goal of both enhancing anti-tumor immune responses and selectively blocking inhibitory signals
that often suppress T cell activity. This program represents a diversification of BriaCell's pipeline into next-generation antibody
modalities and underscores the Company's leadership in immuno-oncology innovation.

 License
Agreements

 On
August 4, 2022, BriaCell announced that it has secured an exclusive license from University of Maryland, Baltimore County (UMBC) to develop
and commercialize Soluble CD80 (sCD80) as a biologic agent for the treatment of cancer. Under the terms of the agreement, BriaCell has
the worldwide rights to develop and commercialize sCD80, while UMBC maintains ownership of the patents (the "UMBC Licensing Agreement").
BriaCell will pay royalties to UMBC upon the commercialization of the product plus patent management costs. The licensing agreement was
coordinated by UMBC's Office of Technology Development.

 Intellectual
Property

 The
proprietary nature of, and protection for, the Company's current and/or any future product candidates, processes and know-how are
important to its business, as is its ability to operate without infringing on the proprietary rights of others, and to prevent others
from infringing its proprietary rights. The Company seeks patent protection in the U.S. and internationally for its current and future
product candidates it may develop through other technology. In order to protect its proprietary technologies, the Company relies on combinations
of applications for patent and trade secret protection, as well as confidentiality agreements with employees, consultants, and third
parties.

 Filed
with the United States Patent and Trademark Office (USPTO) on June 14, 2004, U.S. Patent No. 7,674,456 B2 issued on March 9, 2010 and
includes claims to the following:

 1.
Compositions comprising SV-BR cells; and

 2.
Therapeutic methods of using said compositions

 The
patent expires May 31, 2028 and patent term extension under Hatch-Waxman potentially applies (additional five years).

 Bria-OTS

 On
February 27, 2017, BriaCell filed an international patent application under the Patent Cooperation Treaty (PCT) to further expand
its intellectual property portfolio underlying the Company's current and anticipated pipeline of whole-cell cancer immunotherapeutics
including Bria-IMT and Bria-OTS. The PCT application (PCT/US2017/019757) claims priority to two provisional patent applications
filed by the Company with the USPTO in 2016. It, in essence, provides the framework for additional whole-cell cancer immunotherapeutics
beyond Bria-IMT and strategies for patient-specific selection of the most likely effective whole-cell immunotherapeutic.
The PCT application entered the National Phase in the second half of 2018 and has been granted in Japan, Australia, New Zealand, and
the US.

was awarded a Japanese patent on June 21, 2021 (JP Patent No. 6901505, extends to February 27, 2037) covering composition of matter and
kits for its whole-cell cancer immunotherapy technology in Japan.

was also awarded an Australian patent on November 10, 2022 (AU Patent No. 2017224232, extends to February 27, 2037) covering composition
of matter and method of use for its whole-cell cancer immunotherapy technology in Australia.

 In
addition, BriaCell was awarded a US patent on January 24, 2023 ( US Patent No. 11,559,574 B2 with the term extending to
May 25, 2040) covering composition of matter and method of use of its personalized off-the-shelf cell-based immunotherapy for cancer.

 Furthermore,
BriaCell was awarded a New Zealand patent on October 3, 2023 (NZ Patent No. 745327, extends to February 27, 2037) covering composition
of matter, method of use, and kits for its whole-cell cancer immunotherapy technology in New Zealand.

was awarded another New Zealand patent on June 4, 2025 (NZ Patent No. 785587, extends to February 27, 2037) covering methods of patient-specific
selection of the most likely effective whole-cell cancer immunotherapy based on HLA allele profile matching.

 On
March 2, 2023, BriaCell filed an international patent application under the PCT to further expand its intellectual property portfolio
underlying the Company's development of innovative immunotherapeutic strategies for the treatment of advanced solid tumors including
Bria-OTS that has been engineered to express co-stimulatory molecules and immunomodulatory cytokines. The PCT application (PCT/US2023/014337)
published on September 7, 2023 as International Publication No. WO 2023/167973 A1. The PCT application entered the National Phase in
the second half of 2024.

 On
March 29, 2024, BriaCell and the National Cancer Institute (NCI) filed an international patent application under the PCT directed to
engineered mammalian dendritic cells that express exogenous MHC class II alleles for the development of innovative dendritic cell-based
immunotherapeutic strategies.

 Soluble
CD80

 The patents held under UMBC Licensing Agreement are as follows:

 USPN
8,956,619 B2

 USPN
9,650,429 B2

 USPN
10,377,810 B2

 Employees

 As
of the date of this filing, we had twenty-two full-time employees, located in various US states including: NY, FL, PA, SC, NV and NJ.
We also have international employees located in Canada and Israel.

 For
the year ended July 31, 2025, the average number of employees was twenty, of whom four were executive management.

 Research
and Development Activities and Costs

 For
information regarding our clinical studies, please see above under the caption " Description of the Business - Clinical Trials. "

 For
the years ended July 31, 2025 and 2024, we incurred $21,150,628 and $26,442,821, respectively, of net research and development
expenses (excluding share based compensation allocated to research and development employees)

 Property,
Plant and Equipment

 The
Company does not own any real property. BriaCell's corporate offices in Canada are located at Suite 300, Bellevue Centre, 235-15 th
 Street, West Vancouver, BC V7T 2XI, and its corporate and research offices in the United States are located at 2929 Arch Street
3 rd Floor, Philadelphia, PA 19104.

 We
consider our current office and laboratory space sufficient to meet our anticipated needs for the foreseeable future and suitable for
the conduct of our business.

the year ended July 31, 2025, we purchased certain laboratory equipment in the gross amount of $ nil.

 Government
Regulation

 The
FDA and other regulatory authorities at federal, state, and local levels, as well as in foreign countries, extensively regulate, among
other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging,
storage, distribution, record keeping, approval, advertising, promotion, marketing, post-approval monitoring, and post-approval reporting
of biologics such as those we are developing. Along with third-party contractors, we will be required to navigate the various preclinical,
clinical and commercial approval requirements of the governing regulatory agencies of the countries in which we wish to conduct studies
or seek approval or licensure of our current or future product candidates. The process of obtaining regulatory approvals and the subsequent
compliance with appropriate federal, state, local, and foreign statutes and regulations require the expenditure of substantial time and
financial resources. A company can make only those claims relating to safety and efficacy, purity and potency that are approved by the
FDA and in accordance with the provisions of the approved label.

 The
process required by the FDA before biologic product candidates may be marketed in the United States generally involves the following:

 completion
 of preclinical laboratory tests and animal studies 1 performed in accordance with the FDA's current Good Laboratory
 Practices ("GLP") regulations;

 submission
 to the FDA of an Investigational New Drug Application ("IND"), which must become effective before clinical trials may
 begin and must be updated annually or when significant changes are made;

 approval
 by an independent Institutional Review Board ("IRB") or ethics committee at each clinical site before the trial is begun;

 performance
 of adequate and well-controlled human clinical trials to establish the safety, purity and potency of the proposed biologic product
 candidate for its intended purpose;

 preparation
 of and submission to the FDA of a Biologics License Application ("BLA"), after completion of all pivotal clinical trials;

 satisfactory
 completion of an FDA Advisory Committee review, if applicable;

 a
 determination by the FDA within 60 days of its receipt of a BLA to file the application for review;

 satisfactory
 completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the proposed product is produced
 to assess compliance with cGMP, and to assure that the facilities, methods and controls are adequate to preserve the biological product's
 continued safety, purity and potency, and of selected clinical investigations to assess compliance with current Good Clinical Practices
 ("GCP"); and

 FDA
 review and approval of the BLA to permit commercial marketing of the product for particular indications for use in the United States,
 which must be updated annually when significant changes are made.

 The
testing and approval process requires substantial time, effort and financial resources, and we cannot be certain that any approvals for
our current or future product candidates will be granted on a timely basis, if at all. Prior to beginning the first clinical trial with
a product candidate, we must submit an IND to the FDA. An IND is a request for authorization from the FDA to administer an investigational
new drug to humans. The central focus of an IND submission is on the general investigational plan and the protocol(s) for clinical studies.
The IND also includes results of animal and in vitro studies assessing the toxicology, pharmacokinetics, pharmacology, and pharmacodynamic
characteristics of the product; chemistry, manufacturing, and controls information; and any available human data or literature to support
the use of the investigational product. An IND must become effective before human clinical trials may begin. The IND automatically becomes
effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises safety concerns or questions about
the proposed clinical trial. In such a case, the IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any
outstanding concerns or questions before the clinical trial can begin. Submission of an IND therefore may or may not result in FDA authorization
to begin a clinical trial.

 Note that the FDA has waived the requirement for animal studies as Bria-IMT, Bria-BRES and Bria-PROS+ are
human cellular vaccines and data from animal studies would be uninterpretable.

trials involve the administration of the investigational product to human subjects under the supervision of qualified investigators in
accordance with GCP, which include the requirement that all research subjects provide their informed consent for their participation
in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial,
the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A separate submission to the existing
IND must be made for each successive clinical trial conducted during product development and for any subsequent protocol amendments.
Furthermore, an IRB for each site proposing to conduct the clinical trial must review and approve the plan for any clinical trial and
its informed consent form before the clinical trial begins at that site and must monitor the clinical trial until completed. Regulatory
authorities, the IRB or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the subjects
are being exposed to an unacceptable health risk or that the trial is unlikely to meet its stated objectives. Some studies also include
oversight by a Data & Safety Monitoring Board ("DSMB") organized by the clinical trial sponsor, which provides authorization
for whether or not a clinical trial may move forward at designated check points based on access to certain data from the clinical trial,
and may halt the clinical trial if it determines that there is an unacceptable safety risk for subjects, or based on other grounds, such
as no demonstration of efficacy. There are also requirements governing the reporting of ongoing clinical studies and clinical trial results
to public registries.

 For
purposes of BLA approval, human clinical trials are typically conducted in three sequential phases that may overlap.

 Phase
 1 -The investigational product is initially introduced into healthy human subjects or patients with the target disease or condition.
 These studies are designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product
 in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness.

 Phase
 2 -The investigational product is administered to a limited patient population with a specified disease or condition to evaluate
 the preliminary efficacy, optimal dosages and dosing schedule and to identify possible adverse side effects and safety risks. Multiple
 Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials.
 In some cases, the FDA will grant preliminary marketing authorization for drugs treating areas of high unmet medical need based on
 Phase 2 clinical trials. If granted, they will also require confirmatory Phase 3 evaluation post-marketing. BriaCell is evaluating
 Bria-IMT in patients with breast cancer who have failed at least two prior lines of therapy. In this population there is no approved
 therapy. Therefore, the development plan for Bria-IMT is an area of high unmet medical need. It is anticipated that BriaCell will
 not need to complete Phase 3 clinical trials prior to submitting the marketing application for Bria-IMT in patients with advanced
 breast cancer who have failed at least two prior lines of therapy. In this case, a confirmatory Phase 3 evaluation post-marketing
 will be required. It is anticipated that this would consist of a randomized, controlled clinical trial of Bria-IMT in combination
 with immune checkpoint inhibitors compared with best available therapy. However, this design is subject to negotiation with the FDA.

 Phase
 3 -The investigational product is administered to an expanded patient population to further evaluate dosage, to provide statistically
 significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical
 trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to
 provide an adequate basis for product approval.

 Phase
 4 -In some cases, the FDA may require, or companies may voluntarily pursue, additional clinical trials after a product is approved
 to gain more information about the product. These so-called Phase 4 studies may be made a condition to approval of the BLA.

 Phase
1, Phase 2 and Phase 3 testing may not be completed successfully within a specified period, if at all, and there can be no assurance
that the data collected will support FDA approval or licensure of the product. Concurrent with clinical trials, companies may complete
additional animal studies and develop additional information about the biological characteristics of the product candidate and must finalize
a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must
be capable of consistently producing quality batches of the product candidate and, among other things, must develop methods for testing
the identity, strength, quality and purity of the final product, or for biologics, the safety, purity and potency. Additionally, appropriate
packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo
unacceptable deterioration over its shelf life.

 BLA
Submission and Review by the FDA

 Assuming
successful completion of all required testing in accordance with all applicable regulatory requirements, the results of product development,
nonclinical studies and clinical trials are submitted to the FDA as part of a BLA requesting approval to market the product for one or
more indications. The BLA must include all relevant data available from pertinent preclinical and clinical studies, including negative
or ambiguous results as well as positive findings, together with detailed information relating to the product's chemistry, manufacturing,
controls, and proposed labeling, among other things. Data can come from company-sponsored clinical studies intended to test the safety
and effectiveness of a use of the product, or from a number of alternative sources, including studies initiated by investigators. The
submission of a BLA requires payment of a substantial user fee to FDA, and the sponsor of an approved BLA is also subject to annual product
and establishment user fees. These fees are typically increased annually. A waiver of user fees may be obtained under certain limited
circumstances.

 Once
a BLA has been submitted, the FDA's goal is to review the application within ten months after it accepts the application for filing,
or, if the application relates to an unmet medical need in a serious or life-threatening indication, six months after the FDA accepts
the application for filing. The review process is often significantly extended by FDA requests for additional information or clarification.
The FDA reviews a BLA to determine, among other things, whether a product is safe, pure and potent and whether the facility in which
it is manufactured, processed, packed, or held meets standards designed to assure the product's continued safety, purity and potency.
The FDA may convene an advisory committee to provide clinical insight on application review questions. Before approving a BLA, the FDA
will typically inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it
determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent
production of the product within required specifications. Additionally, before approving a BLA, the FDA will typically inspect one or
more clinical sites to assure compliance with GCP. If the FDA determines that the application, manufacturing process or manufacturing
facilities are not acceptable, it will outline the deficiencies in the submission and often will request additional testing or information.
Notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the application does not satisfy
the regulatory criteria for approval.

 The
testing and approval process requires substantial time, effort and financial resources, and each may take several years to complete.
The FDA may not grant approval on a timely basis, or at all, and we may encounter difficulties or unanticipated costs in our efforts
to secure necessary governmental approvals, which could delay or preclude us from marketing our products. After the FDA evaluates a BLA
and conducts inspections of manufacturing facilities where the investigational product and/or drug substance will be produced, the FDA
may issue an approval letter or a Complete Response Letter. An approval letter authorizes commercial marketing of the product with specific
prescribing information for specific indications. A Complete Response Letter indicates that the review cycle of the application is complete
and the application is not ready for approval. A Complete Response Letter may request additional information or clarification. The FDA
may delay or refuse approval of a BLA if applicable regulatory criteria are not satisfied, require additional testing or information
and/or require post-marketing testing and surveillance to monitor safety or efficacy of a product.

 If
regulatory approval of a product is granted, such approval may entail limitations on the indicated uses for which such product may be
marketed. For example, the FDA may approve the BLA with a Risk Evaluation and Mitigation Strategy plan to mitigate risks, which could
include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient
registries and other risk minimization tools. The FDA also may condition approval on, among other things, changes to proposed labeling
or the development of adequate controls and specifications. Once approved, the FDA may withdraw the product approval if compliance with
pre- and post-marketing regulatory standards is not maintained or if problems occur after the product reaches the marketplace. The FDA
may require one or more Phase 4 post-market studies and surveillance to further assess and monitor the product's safety and effectiveness
after commercialization and may limit further marketing of the product based on the results of these post-marketing studies. In addition,
new government requirements, including those resulting from new legislation, may be established, or the FDA's policies may change,
which could delay or prevent regulatory approval of our products under development.

 A
sponsor may seek approval of its product candidate under programs designed to accelerate FDA's review and approval of new drugs
and biological products that meet certain criteria. Specifically, new drugs and biological products are eligible for Fast Track designation
if they are intended to treat a serious or life-threatening condition and demonstrate the potential to address unmet medical needs for
the condition. For a product candidate with Fast Track designation, the FDA may consider sections of the BLA for review on a rolling
basis before the complete application is submitted if relevant criteria are met. A Fast Track designated product candidate may also qualify
for priority review, under which the FDA sets the target date for FDA action on the BLA at six months after the FDA accepts the application
for filing. Priority review is granted when there is evidence that the proposed product would be a significant improvement in the safety
or effectiveness of the treatment, diagnosis, or prevention of a serious condition. If criteria are not met for priority review, the
application is subject to the standard FDA review period of 10 months after FDA accepts the application for filing. Priority review designation
does not change the scientific/medical standard for approval or the quality of evidence necessary to support approval.

 Under
the Accelerated Approval program, the FDA may approve a BLA on the basis of either a surrogate endpoint that is reasonably likely to
predict clinical benefit, or a clinical endpoint that can be measured earlier than irreversible morbidity or mortality and that is reasonably
likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity,
or prevalence of the condition and the availability or lack of alternative treatments. Post-marketing studies or completion of ongoing
studies after marketing approval are generally required to verify the biologic's clinical benefit in relationship to the surrogate
endpoint or ultimate outcome in relationship to the clinical benefit.

 In
addition, a sponsor may seek FDA designation of its product candidate as a Breakthrough Therapy, if the product candidate is intended,
alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening disease or condition and preliminary
clinical evidence indicates that the therapy may demonstrate substantial improvement over existing therapies on one or more clinically
significant endpoints, such as substantial treatment effects observed early in clinical development. If the FDA designates a breakthrough
therapy, it may take actions appropriate to expedite the development and review of the application. Breakthrough designation also allows
the sponsor to file sections of the BLA for review on a rolling basis.

 Fast
Track, Priority Review and Breakthrough Therapy designations do not change the standards for approval but may expedite the development
or approval process.

 Other
Healthcare Laws and Compliance Requirements

 Our
sales, promotion, medical education and other activities following product approval will be subject to regulation by numerous regulatory
and law enforcement authorities in the United States in addition to the FDA, including potentially the Federal Trade Commission, the
Department of Justice, the Centers for Medicare and Medicaid Services, other divisions of the Department of Health and Human Services,
and state and local governments. Our promotional and scientific/educational programs must comply with the federal Anti-Kickback Statute,
the Foreign Corrupt Practices Act, the False Claims Act ("FCA"), the Veterans Health Care Act, physician payment transparency
laws, privacy laws, security laws, and additional state laws similar to the foregoing.

 The
federal Anti-Kickback Statute prohibits, among other things, the offer, receipt, or payment of remuneration in exchange for or to induce
the referral of patients or the use of products or services that would be paid for in whole or part by Medicare, Medicaid or other federal
health care programs. Remuneration has been broadly defined to include anything of value, including cash, improper discounts, and free
or reduced price items and services. The government has enforced the Anti-Kickback Statute to reach large settlements with healthcare
companies based on sham research or consulting and other financial arrangements with physicians. Further, a person or entity does not
need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. In addition, the government
may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false
or fraudulent claim for purposes of the FCA. Many states have similar laws that apply to their state health care programs as well as
private payors.

 The
FCA imposes liability on persons who, among other things, present or cause to be presented false or fraudulent claims for payment by
a federal health care program. The FCA has been used to prosecute persons submitting claims for payment that are inaccurate or fraudulent,
that are for services not provided as claimed, or for services that are not medically necessary. Actions under the FCA may be brought
by the Attorney General or as a qui tam action by a private individual in the name of the government. Violations of the FCA can result
in significant monetary penalties and treble damages. For example, the federal government is using the FCA, and the accompanying threat
of significant liability, in its investigation and prosecution of pharmaceutical and biotechnology companies throughout the country,
in connection with the promotion of products for unapproved uses and other sales and marketing practices. The government has obtained
multi-million and multibillion dollar settlements under the FCA in addition to individual criminal convictions under applicable criminal
statutes. In addition, companies have been forced to implement extensive corrective action plans, and have often become subject to consent
decrees or corporate integrity agreements, restricting the manner in which they conduct their business. The federal Health Insurance
Portability and Accountability Act of 1996 ("HIPAA") also created federal criminal statutes that prohibit, among other things,
knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private third-party payors and knowingly
and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement
in connection with the delivery of or payment for healthcare benefits, items or services. Given the significant size of actual and potential
settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers'
and manufacturers' compliance with applicable fraud and abuse laws.

 In
addition, there has been a recent trend of increased federal and state regulation of payments made to physicians and other healthcare
providers. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively,
the "Affordable Care Act"), among other things, imposed new reporting requirements on drug manufacturers for payments or
other transfers of value made by them to physicians and teaching hospitals, as well as ownership and investment interests held by physicians
and their immediate family members. Failure to submit required information may result in civil monetary penalties. Certain states
also mandate implementation of commercial compliance programs, impose restrictions on drug manufacturer marketing practices and/or require
the tracking and reporting of gifts, compensation and other remuneration to physicians and other healthcare professionals.

 We
may also be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business.
HIPAA, as amended by the Health Information Technology and Clinical Health Act ("HITECH") and their respective implementing
regulations, imposes specified requirements relating to the privacy, security and transmission of individually identifiable health information.
Among other things, HITECH makes HIPAA's privacy and security standards directly applicable to "business associates,"
defined as independent contractors or agents of covered entities that create, receive, maintain or transmit protected health information
in connection with providing a service for or on behalf of a covered entity. HITECH also increases the civil and criminal penalties that
may be imposed against covered entities, business associates and possibly other persons, and gives state attorneys general new authority
to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney's fees and
costs associated with pursuing federal civil actions. In addition, state laws govern the privacy and security of health information in
certain circumstances, many of which differ from each other in significant ways and may not have the same effect.

 If
our operations are found to be in violation of any of such laws or any other governmental regulations that apply to it, we may be subject
to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations,
exclusion from participation in federal and state healthcare programs and imprisonment, any of which could adversely affect our ability
to operate our business and our financial results. Also, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws
generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining
or retaining business. We cannot assure you that our internal control policies and procedures will protect us from reckless or negligent
acts committed by our employees, future distributors, partners, collaborators or agents. Violations of these laws, or allegations of
such violations, could result in fines, penalties or prosecution and have a negative impact on our business, results of operations and
reputation.

 Coverage
and Reimbursement

 Sales
of pharmaceutical products depend significantly on the availability of third-party coverage and reimbursement. Third-party payors include
government health administrative authorities, managed care providers, private health insurers and other organizations. Although we currently
believe that third-party payors will provide coverage and reimbursement for our product candidates, if approved, these third-party payors
are increasingly challenging the price and examining the cost-effectiveness of medical products and services. In addition, significant
uncertainty exists as to the reimbursement status of newly approved healthcare products. We may need to conduct expensive clinical studies
to demonstrate the comparative cost-effectiveness of our product candidates. Seeking coverage and reimbursement from third-party payors
can be time consuming and expensive. Moreover, a payor's decision to provide coverage for a drug product does not imply that an
adequate reimbursement rate will be approved. Reimbursement may not be available or sufficient to allow us to sell our products on a
competitive and profitable basis.

 Foreign
Regulation

 In
addition to regulations in the United States, we are and will be subject, either directly or through our distribution partners, to a
variety of regulations in other jurisdictions governing, among other things, clinical trials and commercial sales and distribution of
our products, if approved.

 Whether
or not we obtain FDA approval for a product, we must obtain the requisite approvals from regulatory authorities in non-U.S. countries
prior to the commencement of clinical trials or marketing of the product in those countries. Certain countries outside of the United
States have processes that require the submission of a clinical trial application much like an IND prior to the commencement of human
clinical trials. In Europe, for example, a clinical trial application ("CTA") must be submitted to the competent national
health authority and to independent ethics committees in each country in which a company plans to conduct clinical trials. Once the CTA
is approved in accordance with a country's requirements, clinical trials may proceed in that country.

 The
requirements and process governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to
country, even though there is already some degree of legal harmonization in the European Union (the "E.U.") member states
resulting from the national implementation of underlying E.U. legislation. In all cases, the clinical trials are conducted in accordance
with GCP and other applicable regulatory requirements.

 To
obtain regulatory approval of a new drug or medicinal product in the E.U., a sponsor must obtain approval of a marketing authorization
application. The way in which a medicinal product can be approved in the E.U. depends on the nature of the medicinal product.

 The
centralized procedure results in a single marketing authorization granted by the European Commission that is valid across the E.U., as
well as in Iceland, Liechtenstein and Norway. The centralized procedure is compulsory for human drugs that are: (i) derived from biotechnology
processes, such as genetic engineering, (ii) contain a new active substance indicated for the treatment of certain diseases, such as
HIV/AIDS, cancer, diabetes, neurodegenerative diseases, autoimmune and other immune dysfunctions and viral diseases, (iii) officially
designated as "orphan drugs" and (iv) advanced-therapy medicines, such as gene-therapy, somatic cell-therapy or tissue-engineered
medicines. The centralized procedure may at the request of the applicant also be used for human drugs which do not fall within the above
mentioned categories if the human drug (a) contains a new active substance which was not authorized in the European Community; or (b)
the applicant shows that the medicinal product constitutes a significant therapeutic, scientific or technical innovation or that the
granting of authorization in the centralized procedure is in the interests of patients or animal health at the European Community level.

 Under
the centralized procedure in the E.U., the maximum timeframe for the evaluation of a marketing authorization application by the EMA is
210 days (excluding clock stops, when additional written or oral information is to be provided by the applicant in response to questions
asked by the Committee for Medicinal Products for Human Use ("CHMP")), with adoption of the actual marketing authorization
by the European Commission thereafter. Accelerated evaluation might be granted by the CHMP in exceptional cases, when a medicinal product
is expected to be of a major public health interest from the point of view of therapeutic innovation, defined by three cumulative criteria:
(i) the seriousness of the disease to be treated, (ii) the absence of an appropriate alternative therapeutic approach, and (iii) anticipation
of exceptional high therapeutic benefit. In this circumstance, EMA ensures that the evaluation for the opinion of the CHMP is completed
within 150 days and the opinion issued thereafter.

 The
Mutual Recognition Procedure ("MRP") for the approval of human drugs is an alternative approach to facilitate individual
national marketing authorizations within the E.U. The MRP may be applied for all human drugs for which the centralized procedure is not
obligatory. The MRP is applicable to the majority of conventional medicinal products, and is based on the principle of recognition of
an already existing national marketing authorization by one or more member states.

 The
characteristic of the MRP is that the procedure builds on an already existing marketing authorization in a member state of the E.U. that
is used as reference in order to obtain marketing authorizations in other E.U. member states. In the MRP, a marketing authorization for
a drug already exists in one or more member states of the E.U. and subsequently marketing authorization applications are made in other
E.U. member states by referring to the initial marketing authorization. The member state in which the marketing authorization was first
granted will then act as the reference member state. The member states where the marketing authorization is subsequently applied for
act as concerned member states.

 The
MRP is based on the principle of the mutual recognition by E.U. member states of their respective national marketing authorizations.
Based on a marketing authorization in the reference member state, the applicant may apply for marketing authorizations in other member
states. In such case, the reference member state shall update its existing assessment report about the drug in 90 days. After the assessment
is completed, copies of the report are sent to all member states, together with the approved summary of product characteristics, labeling
and package leaflet. The concerned member states then have 90 days to recognize the decision of the reference member state and the summary
of product characteristics, labeling and package leaflet. National marketing authorizations shall be granted within 30 days after acknowledgement
of the agreement.

 Should
any E.U. member state refuse to recognize the marketing authorization by the reference member state, on the grounds of potential serious
risk to public health, the issue will be referred to a coordination group. Within a timeframe of 60 days, member states shall, within
the coordination group, make all efforts to reach a consensus. If this fails, the procedure is submitted to an EMA scientific committee
for arbitration. The opinion of this EMA Committee is then forwarded to the Commission, for the start of the decision-making process.
As in the centralized procedure, this process entails consulting various European Commission Directorates General and the Standing Committee
on Human Medicinal Products or Veterinary Medicinal Products, as appropriate.

 For
other countries outside of the E.U., such as countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct
of clinical trials, product licensing, pricing and reimbursement vary from country to country. In all cases, again, the clinical trials
are conducted in accordance with GCP and the other applicable regulatory requirements.

 If
we fail to comply with applicable foreign regulatory requirements, we may be subject to, among other things, fines, suspension of clinical
trials, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.

 Plan
of Arrangement for BriaPro Therapeutics Corp.

 On
August 31, 2023, the Company closed a plan of arrangement spinout transaction (the "Arrangement"). Pursuant to the Arrangement,
certain pipeline assets of the Company were spun-out to BriaPro Therapeutics Corp. ("BriaPro" or "SpinCo"), including
Bria-TILsRx and protein kinase C delta (PKC) inhibitors for multiple indications including cancer (the "BriaPro Assets"),
resulting in a two-third (2/3) owned subsidiary of the Company with the remaining one-third (1/3) held by the Company's shareholders.
BriaPro has acquired the entire right and interest in and to the BriaPro Assets in consideration for the issuance by BriaPro to the Company
of BriaPro's common shares. Under the terms of the Arrangement, for each common share of the Company held immediately prior to
closing, the shareholders of the Company received one common share of BriaPro, and one new common share of the Company (retiring their
old share) having the same terms and characteristics as the existing common shares of the Company. The Company's common shares
and public warrants remained listed on the Nasdaq Capital Market and the common shares remained listed on the Toronto Stock Exchange,
and SpinCo is an unlisted reporting issuer in Canada. As part of the Arrangement, the Company obtained a third-party independent valuation
for BriaPro which amounted to $1.75 million. Based on the number of issued shares of BriaPro, this amounts to $0.0365 per BriaPro share.

 BriaPro
is a pre-clinical 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 tumors. Using artificial intelligence ("AI") with ImmunoPrecise Antibodies
and Receptor AI, BriaPro will identify drug candidates.

 The
lead drug discovery candidates for BriaPro includes:

 Bria-TILsRx:
 Multi-Specific Binding Reagents - Immunotherapy for Cancer: being developed in collaboration with ImmunoPrecise Antibodies.

 Small
 Molecule Program: Protein Kinase C delta (PKC) Inhibitors being developed with Receptor AI.

 The
power of AI in drug candidate selection has been hailed by experts and investments in AI-driven drug discovery companies have tripled
over the past four years, reaching $24.6 billion in 2022. 2 Using AI technology to identify the next blockbuster therapies
can help eliminate some of the guesswork that typically requires hundreds of lab experiments-often spread over many years-to identify
promising molecules.

 Instead
of coming up with tens of thousands of compounds to figure out, computers suggest testing ten compounds in a lab, then getting feedback
from the lab results. The machines learn from those results to make a better prediction to provide the next hundred candidates for testing
and ultimately filter to one molecule.

 Over
the course of the next year, BriaPro expects to screen several different multi specific binding reagents for activity in vitro as well
as in mouse models of cancer. BriaPro also expects to select at least one candidate to advance into IND enabling studies. Human clinical
studies are expected to be initiated in the first half of 2025. In parallel, BriaPro will continue to optimize the structure of its proprietary
protein kinase C delta inhibitors and advance to the candidates election stage. Human clinical studies are expected to be initiated in
the second half of 2025.

 Financings
and share consolidations Summary

 During the fiscal year ended July
31, 2025, BriaCell completed several financings, raising a total of approximately $50.9 million in gross proceeds before deducting fees
and expenses. These transactions significantly bolstered the Company's capital position, enhancing its ability to fund ongoing clinical
trials, advance its pipeline programs, and support operational needs. The financings also demonstrates continued investor confidence in
BriaCell's immunotherapy platforms and clinical progress.

 On January 27, 2025, the Company
issued a press release announcing the consolidation of the issued and outstanding common shares of the Company on the basis of one (1)
post-consolidation common share for every fifteen (15) pre-consolidation common shares became effective under the corporate law of British
Columbia, Canada on January 24, 2025. The post-consolidation common shares commenced trading on the Toronto Stock Exchange and the
Nasdaq Capital Market at market open on January 29, 2025, under new CUSIP number 107930208.

 On
August 21, 2025, the Company issued a press release announcing the consolidation of the issued and outstanding common shares of the Company
on the basis of one (1) post-Consolidation common share for every ten (10) pre-consolidation common shares which became effective under
the corporate law of British Columbia, Canada on August 25, 2025. The post-Consolidation common shares commenced trading on the Toronto
Stock Exchange and The Nasdaq Capital Market at market open on August 25, 2025, under the new CUSIP number 107930307.

 ITEM
1A. RISK FACTORS

 An
investment in our securities involves a high degree of risk. An investor should carefully consider the risks described below as well
as other information contained in this Annual Report on Form 10-K and our other reports filed with the U.S. Securities and Exchange Commission
("SEC"). The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks
actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our securities
could decline, and investors in our company may lose all or part of their investment.

 Risks
Related to Our Business

 Pre-clinical
studies and initial clinical trials are not necessarily predictive of future results

 Pre-clinical
tests and Phase 1/2 clinical trials are primarily designed to test safety, to study pharmacokinetics and pharmacodynamics and to understand
the side effects of product candidates at various doses and schedules.

 Regulatory
authorities may disagree with our analysis of data or may require the conduct of additional studies or analyses before permitting further
development or marketing approval. Favorable results in early trials may not be repeated in later trials. Differences in trial design,
patient populations, endpoints, statistical methodologies, or other variables between studies may lead to inconsistent results or render
comparisons unreliable. Moreover, early-stage trials are often conducted with small patient cohorts drawn from limited and relatively
homogeneous populations; as a result, these findings may not predict outcomes in larger or more diverse patient populations or in the
commercial

 A
number of companies in the life sciences industry have suffered significant setbacks in advanced clinical trials, even after positive
results in earlier trials. Clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory
approvals. Negative or inconclusive results or adverse medical events during a clinical trial could cause a clinical trial to be delayed,
repeated or terminated. Any pre-clinical data and the clinical results obtained for BriaCell's technology may not predict results
from studies in larger numbers of subjects drawn from more diverse populations or in the commercial setting, and also may not predict
the ability of our products to achieve their intended goals, or to do so safely.

 We
are heavily reliant on third-parties to carry out a large portion of our business

 The
Company does not expect to have any in-house manufacturing, pharmaceutical development or marketing capability. To be successful, a product
must be manufactured and packaged in commercial quantities in compliance with regulatory requirements and in reasonable time frames and
at accepted costs. The Company intends to contract with third parties to develop its products. No assurance can be given that the Company
or its suppliers will be able to meet the supply requirements in respect of the product development or commercial sales.

 The Company has limited
in-house personnel to internally manage all aspects of product development, including the management of multi-center clinical trials.
The Company is significantly reliant on third-party consultants and contractors to provide the requisite advice and management. There
can be no assurance that the clinical trials and product development will not encounter delays which could adversely affect prospects
for the Company's success.

 To
be successful, an approved product must also be successfully marketed. The market for the Company's product being developed by
the Company may be large and will require substantial sales and marketing capability. At the present time, the Company does not have
any internal capability to market pharmaceutical products. The Company intends to enter into one or more strategic partnerships or collaborative
arrangements with pharmaceutical companies or other companies with marketing and distribution expertise to address this need. If necessary,
the Company will establish arrangements with various partners for geographical areas. There can be no assurance that the Company can
market, or can enter into a satisfactory arrangement with a third party to market a product in a manner that would assure its acceptance
in the marketplace. However, if a satisfactory arrangement with a third party to market and/or distribute a product is obtained; the
Company will be dependent on the corporate collaborator(s) who may not devote sufficient time, resources and attention to the Company's
programs, which may hinder efforts to market the products.

 Should
the Company not establish marketing and distribution strategic partnerships and collaborative arrangements on acceptable terms, and undertake
some or all of those functions, the Company will require significant additional human and financial resources and expertise to undertake
these activities, the availability of which is not guaranteed. The Company will rely on third parties for the timely supply of raw materials,
equipment, contract manufacturing, and formulation or packaging services. Although the Company intends to manage these third-party relationships
to ensure continuity and quality, some events beyond the Company's control could result in complete or partial failure of these
goods and services. Any such failure could have a material adverse effect on the financial conditions and result of operation of the
Company.

 Due
to the complexity of the process of developing pharmaceutical products, the Company's business may depend on arrangements with
pharmaceutical and biotechnology companies, corporate and academic collaborators, licensors, licensees and others for the research, development,
clinical testing, technology rights, manufacturing, marketing and commercialization of its products. Such agreements could obligate the
Company to diligently bring potential products to market, make milestone payments and royalties that, in some instances, could be substantial,
and incur the costs of filing and prosecuting patent applications. There can be no assurance that the Company will be able to establish
or maintain collaborations that are important to its business on favorable terms, or at all.

 A
number of risks arise from the Company's potential dependence on collaborative agreements with third parties. Product development
and commercialization efforts could be adversely affected if any collaborative partner terminates or suspends its agreement with the
Company, causes delays, fails to on a timely basis develop or manufacture in adequate quantities a substance needed in order to conduct
clinical trials, fails to adequately perform clinical trials, determines not to develop, manufacture or commercialize a product to which
it has rights, or otherwise fails to meet its contractual obligations. The Company's collaborative partners could pursue other
technologies or develop alternative products that could compete with the products the Company is developing.

 The
Company has signed Non-Disclosure Agreements ("NDA") with many different third parties. As is customary in the industry.
There is no guarantee that, despite the terms of the NDA which bind third parties, the Company will ultimately be able to prevent from
such third parties from breaching their obligations under the NDA. Use of the Company's confidential information in an unauthorized
manner is likely to negatively affect the Company.

 Risks
Related to Our Intellectual Property

 We
may not successfully develop, maintain and protect our proprietary products and technologies

 BriaCell's
success depends to a significant degree upon its ability to develop, maintain and protect proprietary products and technologies. BriaCell
files patent applications in the United States and other countries as part of its global strategy to protect its intellectual property
and maintains certain U.S. and Non-U.S. patents in its intellectual property portfolio. However, patents provide only limited protection
of BriaCell's intellectual property. The assertion of patent protection involves complex legal and factual determinations and is
therefore uncertain and can be expensive. BriaCell cannot provide assurances that patents will be granted with respect to any of its
pending patent applications, or that the scope of any of its granted patents, or any patents granted in the future, will be sufficiently
broad to offer meaningful protection, or that it will develop and file patent applications on additional proprietary technologies that
are patentable, or, if patentable, that any patents will be granted from such patent applications. BriaCell's current or future
patents could be successfully challenged, invalidated or circumvented. This could result in BriaCell's patent rights failing to
create an effective competitive barrier. Losing a significant patent or failing to get a patent to issue from a pending patent application
that BriaCell considers significant could have a material adverse effect on BriaCell's business. The laws governing the scope of
patent coverage in various countries continue to evolve. The laws of some foreign countries may not protect BriaCell's intellectual
property rights to the same extent as the laws of the United States. BriaCell has applied for patent protection only in selected countries.
Therefore, third parties may be able to replicate BriaCell technologies covered by BriaCell's patent portfolio in countries in
which it does not have patent protection.

 BriaCell's
future success and competitive position depends in part upon its ability to maintain its intellectual property portfolio. There can be
no assurance that any patents will be issued on any existing or future patent applications.

 We
are susceptible to intellectual property suits that could cause us to incur substantial costs or pay substantial damages or prohibit
us from selling our product candidates

 There
is a substantial amount of litigation over patent and other intellectual property rights in the biotechnology industry. Whether or not
a product infringes a patent involves complex legal and factual considerations, the determination of which is often uncertain. Our management
is presently unaware of any other parties' patents and proprietary rights which our products under development would infringe.
Searches typically performed to identify potentially infringed patents of third parties are often not conclusive and, because patent
applications can take many years to issue, there may be applications now pending, which may later result in issued patents which our
current or future products may infringe or be alleged to infringe. In addition, our competitors or other parties may assert that our
product candidates and the methods employed may be covered by patents held by them. If any of our products infringes a valid patent,
we could be prevented from manufacturing or selling such product unless we are able to obtain a license or able to redesign the product
in such a manner as to avoid infringement. A license may not always be available or may require us to pay substantial royalties. We also
may not be successful in any attempt to redesign our product to avoid infringement, nor does a later redesign protect BriaCell from prior
infringement. Infringement and other intellectual property claims, with or without merit, can be expensive and time-consuming to litigate
and can divert our management's attention from operating our business.

 The
steps we have taken to protect our intellectual property may not be adequate, which could have a material adverse effect on our ability
to compete in the market

 BriaCell's
ability to establish and maintain a competitive position may be achieved in part by prosecuting claims against others who it believes
to be infringing its rights. In addition, enforcement of BriaCell's patents in foreign jurisdictions will depend on the legal procedures
in those jurisdictions. In addition to filing patent applications, we rely on confidentiality, non-compete, non-disclosure and assignment
of inventions provisions, as appropriate, in our agreements with our employees, consultants, and service providers, to protect and otherwise
seek to control access to, and distribution of, our proprietary information. These measures may not be adequate to protect our intellectual
property from unauthorized disclosure, third-party infringement or misappropriation, for the following reasons:

 the
 agreements may be breached, may not provide the scope of protection we believe they provide or may be determined to be unenforceable;

 we
 may have inadequate remedies for any breach;

 proprietary
 information could be disclosed to our competitors; or

 others
 may independently develop substantially equivalent or superior proprietary information and techniques or otherwise gain access to
 our trade secrets or disclose such technologies.

 Specifically,
with respect to non-compete agreements, both state law and precedent varies greatly from state to state and we may be unable to enforce
these agreements, in whole or in part, and it may be difficult for us to restrict our competitors from gaining the expertise that our
former employees gained while working for us. If our intellectual property is disclosed or misappropriated, it could harm our ability
to protect our rights and could have a material adverse effect on our business, financial condition and results of operations.

 We
may need to initiate lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive and,
if we lose, could cause us to lose some of our intellectual property rights, which would harm our ability to compete in the market

 We
rely on patents, confidentiality and trade secrets to protect a portion of our intellectual property and our competitive position. Patent
law relating to the scope of claims in the technology fields in which we operate is still evolving and, consequently, patent positions
in the biotechnology/pharmaceutical industry can be uncertain. In order to protect or enforce our patent rights, we may initiate patent
and related litigation against third parties, such as infringement suits or requests for injunctive relief. BriaCell's ability
to establish and maintain a competitive position may be achieved in part by prosecuting claims against others who it believes to be infringing
its rights. In addition, enforcement of BriaCell's patents in foreign jurisdictions will depend on the legal procedures in those
jurisdictions. Any lawsuits that we initiate could be expensive, take significant time and divert our management's attention from
other business concerns and the outcome of litigation to enforce our intellectual property rights in patents, copyrights, trade secrets
or trademarks is highly unpredictable. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our
patent applications at risk of not issuing, or adversely affect its ability to distribute any products that are subject to such litigation.
In addition, we may provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages
or other remedies awarded, including attorney fees, if any, may not be commercially valuable. The occurrence of any of these events could
have a material adverse effect on our business, financial condition and results of operations.

 We
may be subject to damages resulting from claims that we or our employees or contractors have wrongfully used or disclosed alleged trade
secrets of their former employers

 Many
of our employees and contractors were previously employed at universities or other biotechnology or pharmaceutical companies, including
our competitors or potential competitors. Although no claims against us are currently pending, we may be subject to claims that we or
any employee or contractor have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of his or
her former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to
paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key research personnel or their work
product could hamper or prevent our ability to commercialize certain therapeutic candidates, which could severely harm our business,
financial condition and results of operations. Even if we are successful in defending against these claims, litigation could result in
substantial costs and be a distraction to management.

 If
the FDA or comparable foreign regulatory authorities approve generic versions of any of our products that receive marketing approval,
or such authorities do not grant our products appropriate periods of exclusivity before approving generic versions of our products, the
sales of our products could be adversely affected.

 Once
a new drug application is approved, the product covered thereby becomes a "reference listed drug" in the FDA's publication,
"Approved Drug Products with Therapeutic Equivalence Evaluations," commonly known as the Orange Book. Manufacturers may seek
approval of generic versions of reference listed drugs through submission of abbreviated new drug applications in the United States.
In support of an abbreviated new drug applications, a generic manufacturer need not conduct clinical trials. Rather, the applicant generally
must show that its product has the same active ingredient(s), dosage form, strength, route of administration and conditions of use or
labeling as the reference listed drug and that the generic version is bioequivalent to the reference listed drug, meaning it is absorbed
in the body at the same rate and to the same extent. Generic products may be significantly less costly to bring to market than the reference
listed drug and companies that produce generic products are generally able to offer them at lower prices. Thus, following the introduction
of a generic drug, a significant percentage of the sales of any branded product or reference listed drug is typically lost to the generic
product.

 The
FDA may not approve abbreviated new drug applications for a generic product until any applicable period of non-patent exclusivity for
the reference listed drug has expired. The United States Federal Food, Drug, and Cosmetic Act provides a period of five years of non-patent
exclusivity for a new drug containing a new chemical entity ("NCE"). Specifically, in cases where such exclusivity has been
granted, abbreviated new drug applications may not be submitted to the FDA until the expiration of five years, unless the submission
is accompanied by a Paragraph IV certification that a patent covering the reference listed drug is either invalid or will not be infringed
by the generic product, in which case the applicant may submit its application four years following approval of the reference listed
drug.

 While
we believe that our products contain active ingredients that would be treated as NCEs by the FDA and, therefore, if approved, should
be afforded five years of data exclusivity, the FDA may disagree with that conclusion and may approve generic products after a period
that is less than five years. If the FDA were to award NCE exclusivity to someone other than us, we believe that we would still be awarded
three year "Other" exclusivity protection from generic competition, which is awarded when an application or supplement contains
reports of new clinical investigations (not bioavailability studies) conducted or sponsored by an applicant and essential for approval.
Manufacturers may seek to launch these generic products following the expiration of the applicable marketing exclusivity period, even
if we still have patent protection for our product. If we do not maintain patent protection and data exclusivity for our product candidates,
our business may be materially harmed.

 Competition
that our products may face from generic versions of our products could materially and adversely impact our future revenue, profitability
and cash flows and substantially limit our ability to obtain a return on the investments we have made in those product candidates.

 Patent
terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time.

 Patents
have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally
20 years from its earliest United States non-provisional filing date. Various extensions may be available, but the life of a patent,
and the protection it affords, is limited. Even if patents covering our product candidates are obtained, once the patent life has expired,
we may be open to competition from competitive products, including generics or biosimilars. Given the amount of time required for the
development, testing, and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly
after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights
to exclude others from commercializing products similar or identical to ours.

 Risks
Related to Regulations

 Changes
in legislation and regulations may affect our revenue and profitability

 Existing
and proposed changes in the laws and regulations affecting public companies may cause the Company to incur increased costs as the Company
evaluates the implications of new rules and responds to new requirements. Failure to comply with new rules and regulations could result
in enforcement actions or the assessment of other penalties. New laws and regulations could make it more difficult to obtain certain
types of insurance, including director's and officer's liability insurance, and the Company may be forced to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage, to the extent that such coverage
remains available.

 The
impact of these events could also make it more difficult for the Company to attract and retain qualified persons to serve on the Board,
or as executive officers. The Company may be required to hire additional personnel and utilize additional outside legal, accounting and
advisory services, all of which could cause the Company's general and administrative costs to increase beyond what the Company
currently has planned. Although the Company evaluates and monitors developments with respect to new rules and laws, the Company cannot
predict or estimate the amount of the additional costs the Company may incur or the timing of such costs with respect to such evaluations
and/or compliance and cannot provide assurances that such additional costs will render the Company compliant with such new rules and
laws.

 If
we or our licensees are unable to obtain U.S., Canadian and/or foreign regulatory approval for our product candidates, we will be unable
to commercialize our therapeutic candidates

 To
date, we have not marketed, distributed or sold an approved product. Our therapeutic candidates are subject to extensive governmental
regulations relating to development, clinical trials, manufacturing and commercialization of drugs. We may not obtain marketing approval
for any of our therapeutic candidates in a timely manner or at all. In connection with the clinical trials for our product candidates
and other therapeutic candidates that we may seek to develop in the future, either on our own or throughout licensing arrangements, we
face the risk that:

 a
 product candidate may not prove safe or efficacious;

 the
 results with respect to any product candidate may not confirm the positive results from earlier preclinical studies or clinical trials;

 the
 results may not meet the level of statistical significance required by the FDA, Health Canada or other regulatory authorities; and

 the
 results will justify only limited and/or restrictive uses, including the inclusion of warnings and contraindications, which could
 significantly limit the marketability and profitability of the therapeutic candidate.

 Any
delay or failure in obtaining the required regulatory approvals will materially and adversely affect our ability to generate future revenues
from a particular product candidate. Any regulatory approval to market a product may be subject to limitations on the indicated uses
for which we may market the product or may impose restrictive conditions of use, including cautionary information, thereby limiting the
size of the market for the product. We and our licensees, as applicable, also are, and will be, subject to numerous foreign regulatory
requirements that govern the conduct of clinical trials, manufacturing and marketing authorization, pricing and third-party reimbursement.
The foreign regulatory approval process includes all of the risks associated with the FDA approval process that we describe above, as
well as risks attributable to the satisfaction of foreign requirements. Approval by the FDA does not ensure approval by regulatory authorities
outside the United States. Foreign jurisdictions may have different approval processes than those required by the FDA and may impose
additional testing requirements for our therapeutic candidates.

 If
the third parties on which we rely to conduct our clinical trials and clinical development do not perform as contractually required or
expected, we may not be able to obtain regulatory clearance or approval for, or commercialize, our product candidates

 We
do not have the ability to independently conduct our clinical trials for our product candidates and we must rely on third parties, such
as contract research organizations, medical institutions, clinical investigators and contract laboratories to conduct such trials. If
these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if these
third parties need to be replaced, or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere
to our clinical protocols or regulatory requirements or for other reasons, our pre-clinical development activities or clinical trials
may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatory clearance for, or successfully commercialize,
our product candidates on a timely basis, if at all, and our business, operating results and prospects may be adversely affected. Furthermore,
our third-party clinical trial investigators may be delayed in conducting our clinical trials for reasons outside of their control.

 Modifications
to our product candidates, or to any other product candidates that we may develop in the future, may require new regulatory clearances
or approvals or may require us or our licensees, as applicable, to recall or cease marketing these therapeutic candidates until clearances
are obtained

 Modifications
to our product candidates, after they have been approved for marketing, if at all, or to any other pharmaceutical product that we may
develop in the future, may require new regulatory clearance, or approvals, and, if necessitated by a problem with a marketed product,
may result in the recall or suspension of marketing of the previously approved and marketed product until clearances or approvals of
the modified product are obtained. The FDA requires pharmaceutical products manufacturers to initially make and document a determination
of whether or not a modification requires a new approval, supplement or clearance. A manufacturer may determine in conformity with applicable
regulations and guidelines that a modification may be implemented without pre-clearance by the FDA; however, the FDA can review a manufacturer's
decision and may disagree. The FDA may also on its own initiative determine that a new clearance or approval is required. If the FDA
requires new clearances or approvals of any pharmaceutical product or medical device for which we or our licensees receive marketing
approval, if any, we or our licensees may be required to recall such product and to stop marketing the product as modified, which could
require us or our licensees to redesign the product and will have a material adverse effect on our business, financial condition and
results of operations. In these circumstances, we may be subject to significant enforcement actions.

 The
results of our clinical trials may not support our product claims or may result in the discovery of adverse side effects

 Even
if our clinical trials are completed as planned, we cannot be certain that their results will support our product claims or that any
regulatory authority whose approval we will require in order to market and sell our products in any territory will agree with our conclusions
regarding them. Success in pre-clinical studies and early clinical trials does not ensure that later clinical trials will be successful,
and we cannot be sure that clinical trials will replicate the results of prior trials and pre-clinical studies. The clinical trial process
may fail to demonstrate that our product candidates are safe and effective for the proposed indicated uses, which could cause us to abandon
a product and may delay development of others. Any delay or termination of our clinical trials will delay the filing of our regulatory
submissions and, ultimately, our ability to commercialize our product candidates and generate revenues. It is also possible that patients
enrolled in clinical trials will experience adverse side effects that are not currently part of the product candidate's profile.

trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive
of future trial results

 We
have limited experience in conducting and managing the clinical trials necessary to obtain regulatory approvals, including FDA approval.
Clinical trials are expensive and complex, can take many years and have uncertain outcomes. We cannot predict whether we or our licensees
will encounter problems with any of the completed, ongoing or planned clinical trials that will cause us, our licensees or regulatory
authorities to delay or suspend clinical trials, or delay the analysis of data from completed or ongoing clinical trials. We estimate
that clinical trials of our most advanced therapeutic candidates will continue for several years, but they may take significantly longer
to complete. Failure can occur at any stage of the testing and we may experience numerous unforeseen events during, or as a result of,
the clinical trial process that could delay or prevent commercialization of our current or future therapeutic candidates, including but
not limited to:

 delays
 in securing clinical investigators or trial sites for the clinical trials;

 delays
 in obtaining institutional review board and other regulatory approvals to commence a clinical trial;

 slower
 than anticipated patient recruitment and enrollment;

 negative
 or inconclusive results from clinical trials;

 unforeseen
 safety issues;

 uncertain
 dosing issues;

 an
 inability to monitor patients adequately during or after treatment; and

 problems
 with investigator or patient compliance with the trial protocols.

 A
number of companies in the pharmaceutical and biotechnology industries, including those with greater resources and experience than us,
have suffered significant setbacks in advanced clinical trials, even after seeing promising results in earlier clinical trials. Despite
the results reported in earlier clinical trials for our therapeutic candidates, we do not know whether any Phase 3 or other clinical
trials we or our licensees may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market our therapeutic
candidates. If later-stage clinical trials of any therapeutic candidate do not produce favorable results, our ability to obtain regulatory
approval for the therapeutic candidate may be adversely impacted, which will have a material adverse effect on our business, financial
condition and results of operations. Further, negative clinical trial results for a product candidate with respect
to one indication may impact the potential or perceived potential of other indications. If our product candidates fail to demonstrate
satisfactory characteristics in late-stage clinical trials, it could have a material adverse effect on our business, financial condition
and results of operations.

 The
pharmaceutical business is subject to increasing government price controls and other restrictions on pricing, reimbursement and access
to drugs, which could adversely affect our future revenues and profitability

 To
the extent our products are developed, commercialized, and successfully introduced to market, they may not be considered cost-effective
and third-party or government reimbursement might not be available or sufficient. Globally, governmental and other third-party payors
are becoming increasingly aggressive in attempting to contain health care costs by strictly controlling, directly or indirectly, pricing
and reimbursement and, in some cases, limiting or denying coverage altogether on the basis of a variety of justifications, and we expect
pressures on pricing and reimbursement from both governments and private payors inside and outside the U.S. to continue.

 In
the U.S., we are subject to substantial pricing, reimbursement, and access pressures from state Medicaid programs, private insurance
programs and pharmacy benefit managers, and implementation of U.S. health care reform legislation is increasing these pricing pressures.
The Affordable Care Act instituted comprehensive health care reform, and includes provisions that, among other things, reduce and/or
limit Medicare reimbursement, require all individuals to have health insurance (with limited exceptions), and impose new and/or increased
taxes. The future of the Affordable Care Act and its constituent parts are uncertain at this time.

 In
almost all markets, pricing and choice of prescription pharmaceuticals are subject to governmental control. Therefore, the price of our
products and their reimbursement in Europe and in other countries is and will be determined by national regulatory authorities. Reimbursement
decisions from one or more of the European markets may impact reimbursement decisions in other European markets. A variety of factors
are considered in making reimbursement decisions, including whether there is sufficient evidence to show that treatment with the product
is more effective than current treatments, that the product represents good value for money for the health service it provides, and that
treatment with the product works at least as well as currently available treatments.

 The
continuing efforts of government and insurance companies, health maintenance organizations, and other payors of health care costs to
contain or reduce costs of health care may affect our future revenues and profitability or those of our potential customers, suppliers,
and collaborative partners, as well as the availability of capital.

 United
States federal and state privacy laws, and equivalent laws of other nations, may increase our costs of operation and expose us to civil
and criminal sanctions

 HIPPA,
and the regulations that have been issued under it, and similar laws outside the United States, contains substantial restrictions and
requirements with respect to the use and disclosure of individuals' protected health information. The HIPAA privacy rules prohibit
"covered entities," such as healthcare providers and health plans, from using or disclosing an individual's protected
health information, unless the use or disclosure is authorized by the individual or is specifically required or permitted under the privacy
rules. Under the HIPAA security rules, covered entities must establish administrative, physical and technical safeguards to protect the
confidentiality, integrity and availability of electronic protected health information maintained or transmitted by them or by others
on their behalf. While we do not believe that we will be a covered entity under HIPAA, we believe many of our customers will be covered
entities subject to HIPAA. Such customers may require us to enter into business associate agreements, which will obligate us to safeguard
certain health information we obtain in the course of our relationship with them, restrict the manner in which we use and disclose such
information and impose liability on us for failure to meet our contractual obligations.

 In
addition, under HITECH, which was signed into law as part of the U.S. stimulus package in February 2009, certain of HIPAA's privacy
and security requirements are now also directly applicable to "business associates" of covered entities and subject them
to direct governmental enforcement for failure to comply with these requirements. We may be deemed as a "business associate"
of some of our customers. As a result, we may be subject as a "business associate" to civil and criminal penalties for failure
to comply with applicable privacy and security rule requirements. Moreover, HITECH created a new requirement obligating "business
associates" to report any breach of unsecured, individually identifiable health information to their covered entity customers and
imposes penalties for failing to do so.

 In
addition to HIPAA, most U.S. states have enacted patient confidentiality laws that protect against the disclosure of confidential medical
information, and many U.S. states have adopted or are considering adopting further legislation in this area, including privacy safeguards,
security standards, and data security breach notification requirements. These U.S. state laws, which may be even more stringent than
the HIPAA requirements, are not supplanted by the federal requirements, and we are therefore required to comply with them to the extent
they are applicable to our operations.

 These
and other possible changes to HIPAA or other U.S. federal or state laws or regulations, or comparable laws and regulations in countries
where we conduct business, could affect our business and the costs of compliance could be significant. Failure by us to comply with any
of the standards regarding patient privacy, identity theft prevention and detection, and data security may subject us to penalties, including
civil monetary penalties and in some circumstances, criminal penalties. In addition, such failure may damage our reputation and adversely
affect our ability to retain customers and attract new customers.

 The
protection of personal data, particularly patient data, is subject to strict laws and regulations in many countries. The collection and
use of personal health data in the E.U. is governed by the provisions of Directive 95/46/EC of the European Parliament and of the Council
of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data
(the "Data Protection Directive"). The Data Protection Directive imposes a number of requirements, including an obligation
to seek the consent of individuals to whom the personal data relates, the information that must be provided to the individuals, notification
of data processing obligations to the competent national data protection authorities of individual E.U. member states and the security
and confidentiality of the personal data. The Data Protection Directive also imposes strict rules on the transfer of personal data out
of the E.U. to the U.S.. Failure to comply with the requirements of the Data Protection Directive and the related national data protection
laws of the E.U. member states may result in fines and other administrative penalties and harm our business. We may incur extensive costs
in ensuring compliance with these laws and regulations, particularly if we are considered to be a data controller within the meaning
of the Data Protection Directive.

 If
we fail to comply with the U.S. federal Anti-Kickback Statute and similar state and foreign country laws, we could be subject to criminal
and civil penalties and exclusion from federally funded healthcare programs including the Medicare and Medicaid programs and equivalent
third country programs, which would have a material adverse effect on our business and results of operations

 A
provision of the Social Security Act, commonly referred to as the federal Anti-Kickback Statute, prohibits the knowing and willful offer,
payment, solicitation or receipt of any form of remuneration, directly or indirectly, in cash or in kind, to induce or reward the referring,
ordering, leasing, purchasing or arranging for, or recommending the ordering, purchasing or leasing of, items or services payable, in
whole or in part, by Medicare, Medicaid or any other federal healthcare program. Although there are a number of statutory exemptions
and regulatory safe harbors to the federal Anti-Kickback Statute protecting certain common business arrangements and activities from
prosecution or regulatory sanctions, the exemptions and safe harbors are drawn narrowly, and practices that do not fit squarely within
an exemption or safe harbor may be subject to scrutiny. The federal Anti-Kickback Statute is very broad in scope and many of its provisions
have not been uniformly or definitively interpreted by existing case law or regulations. In addition, most of the states have adopted
laws similar to the federal Anti-Kickback Statute, and some of these laws are even broader than the federal Anti-Kickback Statute in
that their prohibitions may apply to items or services reimbursed under Medicaid and other state programs or, in several states, apply
regardless of the source of payment. Violations of the federal Anti-Kickback Statute may result in substantial criminal, civil or administrative
penalties, damages, fines and exclusion from participation in federal healthcare programs.

 All
of our future financial relationships with U.S. healthcare providers, purchasers, formulary managers, and others who provide products
or services to federal healthcare program beneficiaries will potentially be governed by the federal Anti-Kickback Statute and similar
state laws. We believe our operations will be in compliance with the federal Anti-Kickback Statute and similar state laws. However, we
cannot be certain that we will not be subject to investigations or litigation alleging violations of these laws, which could be time-consuming
and costly to us and could divert management's attention from operating our business, which in turn could have a material adverse
effect on our business. In addition, if our arrangements were found to violate the federal Anti-Kickback Statute or similar state laws,
the consequences of such violations would likely have a material adverse effect on our business, results of operations and financial
condition.

 There
are other federal and state laws that may affect our ability to operate, including the federal civil False Claims Act, which prohibits,
among other things, individuals or entities from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment
of government funds or knowingly making, using or causing to be made or used, a false record or statement material to an obligation to
pay money to the government or knowingly concealing or knowingly and improperly avoiding, decreasing, or concealing an obligation to
pay money to the federal government. Moreover, we may be subject to other federal false claim laws, including, among others, federal
criminal healthcare fraud and false statement statutes that extend to non-government health benefit programs. Moreover, there are analogous
state laws. Violations of these laws can result in substantial criminal, civil or administrative penalties, damages, fines and exclusion
from participation in federal healthcare programs.

 Moreover,
the provisions of the Foreign Corrupt Practices Act of 1997 and other similar anti-bribery laws in other jurisdictions generally prohibit
companies and their intermediaries from providing money or anything of value to officials of foreign governments, foreign political parties,
or international organizations with the intent to obtain or retain business or seek a business advantage. Recently, there has been a
substantial increase in anti-bribery law enforcement activity by U.S. regulators, with more aggressive and frequent investigations and
enforcement by both the SEC and the Department of Justice. A determination that our operations or activities violated U.S. or foreign
laws or regulations could result in imposition of substantial fines, interruption of business, loss of supplier, vendor or other third-party
relationships, termination of necessary licenses and permits, and other legal or equitable sanctions. In addition, lawsuits brought by
private litigants may also follow as a consequence.

 In
both domestic and foreign markets, the development, formulation, manufacturing, packaging, labeling, handling, distribution, import,
export, licensing, sale and storage of pharmaceuticals and medical devices are affected by a body of laws, governmental regulations,
administrative determinations, including those by Health Canada and the FDA, court decisions and similar constraints.

 Such
laws, regulations and other constraints can exist at the federal, provincial or local levels in Canada and at all levels of government
in foreign jurisdictions. There can be no assurance that the Company and the Company's partners are in compliance with all of these
laws, regulations and other constraints. The Company and its partners may be required to incur significant costs to comply with such
laws and regulations in the future, and such laws and regulations may have an adverse effect on the business. The failure of the Company
or its partners to comply with current or future regulatory requirements could lead to the imposition of significant penalties or claims
and may have a material adverse effect on the business. In addition, the adoption of new laws, regulations or other constraints or changes
in the interpretations of such requirements might result in significant compliance costs or lead the Company and its partners to discontinue
product development and could have an adverse effect on the business.

 We
may not succeed in completing the development of our products, commercializing our products or generating significant revenues

 Since
commencing our operations, we have focused on the research and development and limited clinical trials of our product candidates. Our
ability to generate revenues and achieve profitability depends on our ability to successfully complete the development of our products,
obtain market approval and generate significant revenues. The future success of our business cannot be determined at this time, and we
do not anticipate generating revenues from product sales for the foreseeable future. In addition, we face a number of challenges with
respect to our future commercialization efforts, including, among others, that:

 we
 may not have adequate financial or other resources to complete the development of our product, including two stages of clinical development
 that are necessary in order to commercialize our products;

 we
 may not be able to manufacture our products in commercial quantities, at an adequate quality or at an acceptable cost;

 we
 may not be able to maintain our CE mark due to regulatory changes;

 we
 may never receive FDA or Health Canada approval for our intended development plans;

 we
 may not be able to establish adequate sales, marketing and distribution channels;

 healthcare
 professionals and patients may not accept our product candidates;

 technological
 breakthroughs in cancer detection, treatment and prevention may reduce the demand for our product candidates;

 changes
 in the market for cancer treatment, new alliances between existing market participants and the entrance of new market participants
 may interfere with our market penetration efforts;

 third-party
 payors may not agree to reimburse patients for any or all of the purchase price of our products, which may adversely affect patients'
 willingness to purchase our product candidates;

 uncertainty
 as to market demand may result in inefficient pricing of our product candidates;

 we
 may face third-party claims of intellectual property infringement;

 we
 may fail to obtain or maintain regulatory approvals for our products candidates in our target markets or may face adverse regulatory
 or legal actions relating to our product candidates even if regulatory approval is obtained; and

 we
 are dependent upon the results of ongoing clinical studies relating to our product candidates and the products of our competitors.
 We may fail in obtaining positive results.

 If
we are unable to meet any one or more of these challenges successfully, our ability to effectively commercialize our product candidates
could be limited, which in turn could have a material adverse effect on our business, financial condition and results of operations.

 Business related risks

 There is substantial doubt about our ability
to continue as a going concern

 The Company has incurred significant
losses since its inception, including net losses of $26,311,867 and $4,791,466 in the fiscal years ended 2025 and 2024, respectively,
and an accumulated deficit of $111,755,564 and $85,443,697 as of July 31, 2025 and July 31, 2024, respectively. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going
concern is dependent upon its ability to generate positive cash flows from operations and to secure additional sources of equity and/or
debt financing. Despite the Company's intent to fund operations through equity and debt financing arrangements, there is no assurance
that such financing will be available on terms acceptable to the Company, if at all.

 This going concern risk may materially
limit our ability to raise additional funds through the issuance of new debt or equity or may adversely affect the terms upon which such
capital may be available. The inability to obtain sufficient financing on acceptable terms could have a material adverse effect on the
Company's financial condition, results of operations, and business prospects.

 The Company is actively pursuing
strategies to mitigate these risks, focusing on transitioning towards revenue generation from its existing product offerings and expanding
its customer base. However, there can be no assurance that these efforts will prove successful or that the Company will achieve its intended
financial stability. The failure to successfully address these going concern risks may materially and adversely affect the Company's
business, financial condition, and results of operations. Investors should consider the substantial risks and uncertainties inherent
in the Company's business before investing in the Company's securities.

 We have an unproven market for our product candidates

 The Company believes that the
anticipated market for its potential products and technologies if successfully developed will continue to exist and expand. These assumptions
may prove to be incorrect for a variety of reasons, including competition from other products and the degree of commercial viability
of the potential product.

 We are a pre-revenue clinical stage company

 Anticipated
growth in all areas of BriaCell's business, including research and development, clinical operations, regulatory compliance, manufacturing,
and corporate functions, is expected to continue to place significant strain on the Company's managerial, operational, financial
and technical resources. The Company expects operating expenses and staffing levels to increase in the future as it advances its clinical
programs, scales its operations, and undertakes the activities necessary to support potential commercialization of its product candidates.
Managing this growth will require the Company to attract, retain, train, and motivate additional qualified personnel and to continue developing
and improving its operational, financial and management information systems.

 The Company's
ability to manage growth effectively will depend on the adequacy of its operational and financial controls, its ability to establish and
maintain robust governance and compliance frameworks, and its success in integrating new employees and contractors into a cohesive organization.
As the Company's business becomes more complex, management will need to ensure that decision-making processes remain efficient,
communication across departments remains effective, and that the Company maintains a strong and transparent corporate culture aligned
with its strategic objectives.

 In addition, BriaCell's growth will require
it to manage multiple, interdependent relationships with third-party contract research organizations, contract manufacturers, clinical
investigators, regulatory authorities, academic collaborators, and suppliers. Each of these relationships introduces potential risks related
to quality control, regulatory compliance, intellectual property management, and operational coordination. The inability to manage these
external partnerships effectively could result in delays in clinical development, increased costs, regulatory non-compliance, or loss
of key collaborators.

 There can be no assurance that the Company will be able to manage its expanding
operations effectively or maintain the level of oversight necessary to ensure quality, compliance and cost control. Any failure to implement
cohesive management and operating systems, to allocate resources efficiently, to maintain adequate internal controls, or to properly manage
expansion could result in operational inefficiencies, financial losses, reputational harm, and a material adverse effect on the Company's
business, financial condition and results of operations

 We may not succeed in adapting to and meeting
the business needs associated with our anticipated growth

 Anticipated growth in all areas
of BriaCell's business is expected to continue to place a significant strain on its managerial, operational and technical resources.
The Company expects operating expenses and staffing levels to increase in the future. To manage such growth, the Company must expand its
operational and technical capabilities and manage its employee base while effectively administering multiple relationships with various
third parties. There can be no assurance that the Company will be able to manage its expanding operations effectively. Any failure to
implement cohesive management and operating systems, to add resources on a cost-effective basis or to properly manage the Company's
expansion could have a material adverse effect on its business and results of operations.

 BriaPro may not generate
revenue as expected

 We are a majority shareholder
of BriaPro. BriaPro may not generate financial returns or may not yield the desired business outcome. The success of our investment in
a company is sometimes dependent on the availability of additional funding on favorable terms or a liquidity event such as an initial
public offering. We may record impairment charges in relation to our strategic investments which will have a negative impact on our financial
position.

 This may expose us to additional
reputational, financial, legal, compliance or operational risks. This could impact our return on our investment. In the event BriaPro
fails to generate revenue, this may erode or dilute its value to our shareholders.

 We are highly dependent on our key personnel

 Although the Company is expected
to have experienced senior management and personnel, the Company will be substantially dependent upon the services of a few key personnel,
particularly Dr. William V. Williams, Dr. Giuseppe Del Priore, Dr. Miguel Lopez-Lago and other professionals for the successful operation
of its business. Pivotal Phase 3 of Bria-IMT regimen with an immune check point inhibitor, and Phase 1/2 study of Bria-OTS,
and the Company's research and product development is planned to be completed by qualified professionals and is expected to concentrate
on treatment of advanced breast cancer and prostate cancer. The loss of the services of any of these personnel could have a material adverse
effect on the business of the Company. The Company may not be able to attract and retain personnel on acceptable terms given the intense
competition for such personnel among high technology enterprises, including biotechnology and healthcare companies, universities and non-profit
research institutions. If we lose any of these persons, or are unable to attract and retain qualified personnel, our business, financial
condition and results of operations may be materially and adversely affected.

 If the Company experiences a data security breach
and confidential information is disclosed, the Company may be subject to penalties and experience negative publicity

 The Company and its customers
could suffer harm if personal and health information were accessed by third parties due to a system security failure. The collection of
data requires the Company to receive and store a large amount of personally de-identifiable data. Recently, data security breaches suffered
by well-known companies and institutions have attracted a substantial amount of media attention, prompting legislative proposals addressing
data privacy and security. The Company may become exposed to potential liabilities with respect to the data that it collects, manages
and processes, and may incur legal costs if information security policies and procedures are not effective or if the Company is required
to defend its methods of collection, processing and storage of personal data. Future investigations, lawsuits or adverse publicity relating
to its methods of handling such information could have a material adverse effect on the Company's business, financial condition
and results of operations due to the costs and negative market reaction relating to such developments.

 A material breach in
security relating to the Company's information systems and regulation related to such breaches, cyber-attacks, or other disruptions
could adversely affect the Company, expose us to liability and affect our business and reputation.

 Information
security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet,
and the increased sophistication and activity of organized crime, hackers, terrorists, activists, cybercriminals and other external parties,
some of which may be linked to terrorist organizations or hostile foreign governments. Cybersecurity attacks are becoming more sophisticated
and include malicious software, ransomware, attempts to gain unauthorized access to data and other electronic security breaches that could
lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data,
substantially damaging the Company's reputation. Any person who circumvents the security measures could steal proprietary or confidential
customer information or cause interruptions in the Company's operations.

 We are
increasingly dependent on our information technology systems and infrastructure for our business. We, our collaborators and our service
providers collect, store, and transmit sensitive information including intellectual property, proprietary business information, and personal
information in connection with our business operations. The secure maintenance of this information is critical to our operations and business
strategy. Some of this information could be an attractive target of criminal attack by third parties with a wide range of motives and
expertise, including organized criminal groups, "hacktivists," disgruntled current or former employees, nation-state and nation-state
supported actors, and others. Cyber-attacks are of ever-increasing levels of sophistication, and despite our security measures, our information
technology and infrastructure may be vulnerable to such attacks or may be breached, including due to employee error or malfeasance.

 We have
implemented information security measures to protect our systems, proprietary information, and sensitive data against the risk of inappropriate
and unauthorized external use and disclosure and other types of compromise. However, despite these measures, and due to the ever-changing
information cyber-threat landscape, we cannot guarantee that these measures will be adequate to detect, prevent or mitigate security breaches
and other incidents and we may be subject to data breaches through cyber-attacks, malicious code (such as viruses and worms), phishing
attacks, social engineering schemes, and insider theft or misuse. Any such breach could compromise our networks and the information stored
there could be accessed, modified, destroyed, publicly disclosed, lost or stolen. If our systems become compromised, we may not promptly
discover the intrusion.

 If
we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security incident, we may
experience material adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits
and inspections), additional reporting requirements and oversight, restrictions on processing sensitive data (including personal data),
litigation (including class claims), indemnification obligations, negative publicity, reputational harm, monetary fund diversions, diversion
of management attention, interruptions in our operations (including availability of data), financial loss and other similar harms. Security
incidents and attendant material consequences may prevent or cause customers to stop using our services, deter new customers from using
our services and negatively impact on our ability to grow and operate our business.

 Our
contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in
our contracts are sufficient to protect us from liabilities, damages or claims related to our data privacy and security obligations. We
cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of
our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all or that
such coverage will pay future claims.

 The
Company's international operations expose it and its representatives, agents and distributors to risks inherent to operating in
foreign jurisdictions that could materially adversely affect its operations and financial position.

 These
risks include:

 country
 specific taxation policies;

 imposition
 of additional foreign governmental controls or regulations;

 export
 license requirements;

 changes
 in tariffs and other trade restrictions; and

 complexity
 of collecting receivables in a foreign jurisdiction.

 Moreover,
applicable agreements relating to business in foreign jurisdictions are governed by foreign laws and are subject to dispute resolution
in the courts of, or through arbitration proceedings in, the country or region in which the parties are located or another jurisdiction
agreed upon by the parties. The Company cannot accurately predict whether such jurisdictions will provide an effective and efficient
means of resolving disputes that may arise in the future. Even if it obtains a satisfactory decision through arbitration or a court proceeding,
the Company could have difficulty in enforcing any award or judgment on a timely basis or at all.

 Risks
Related to Our Securities

 If
we are not able to comply with the applicable continued listing requirements or standards of the TSX Exchange or Nasdaq, the TSX
Exchange or Nasdaq could delist our common shares

 In
order to maintain the listing of our common shares on the Toronto Stock Exchange (TSX) and the Nasdaq Capital Market, we must satisfy minimum financial
and other continued listing requirements and standards, including those regarding director independence and independent committee requirements,
minimum stockholders' equity, minimum share price, and certain corporate governance requirements. There can be no assurances that
we will be able to comply with such applicable listing standards.

 On
July 3, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the Company's
Market Value of Listed Securities ("MVLS") for the 33 consecutive business days from May 15, 2024, to July 2, 2024, the Company
did not meet the minimum MVLS of $35,000,000 required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(2). The
letter also indicated that the Company will be provided with the Compliance Period of 180 calendar days, or until December 30, 2024,
in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C).

 On
December 18, 2024, we received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that based on our
shareholders' equity, we comply with the Rules and the matter is now closed.

 In
addition, on August 22, 2024, the Company received a letter from the Nasdaq Listing Qualifications Department notifying the Company that,
for the last 30 consecutive business days, the closing bid price for the Company's common shares have been below the minimum $1.00
per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum
Bid Price Requirement").

 The Company regained compliance with the Minimum Bid Price Requirement on February 12, 2025.

 Under amended Nasdaq
Listing Rule 5810(c)(3)(A)(iv) (the "Nasdaq Excessive Reverse Stock Split Rule"), companies are now limited by how many times
they can effect reverse stock splits within a certain time period to regain compliance with the minimum bid price requirement. Under
the Nasdaq Excessive Reverse Stock Split Rule, if a company's common shares fail to meet the minimum bid price requirement and
the company has effected a reverse stock split within the prior one-year period, it will not be eligible for any compliance period to
address a bid price deficiency. Accordingly, if our common shares fall out of compliance with the minimum bid requirement within a one-year
period following our August 2025 share consolidation, we will be issued a delisting determination rather than being granted a compliance
period. Under these circumstances, we could appeal the delisting determination to a Hearings Panel, during which time any suspension
or delisting action will be stayed. This amendment builds upon a 2020 rule change, which established an automatic delisting threshold
for companies that have conducted one or more reverse stock splits within a two-year period with a cumulative ratio of 250 shares or
more to one. Companies that meet this threshold are also ineligible for a compliance period and are subject to delisting (subject to
a stay pursuant to the appeal processes).

 If
Nasdaq determines to delist our securities from trading on its exchange and we are unable to obtain listing on another national securities
exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:

 the
liquidity of our common shares;

 the
market price of our common shares;

 our
ability to obtain financing for the continuation of our operations;

 the
number of investors that will consider investing in our common shares;

 the
number of market makers in our common shares;

 the
availability of information concerning the trading prices and volume of our common shares; and

 the
number of broker-dealers willing to execute trades in shares of our common shares.

 Financial
risk

 We
have a history of losses, may incur future losses and may not achieve profitability

is a development stage immune-oncology biotechnology corporation that to date has not recorded any revenues from the sale of diagnostic
or therapeutic products. Since incorporation, BriaCell has accumulated net losses and expects such losses to continue as it commences
product and pre-clinical development and eventually enters into license agreements for its technology. We incurred net losses of $26,311,867
and $4,791,466 in the fiscal years ended 2025 and 2024, respectively. Management expects to continue to incur substantial operating losses
unless and until such time as product sales generate sufficient revenues to fund continuing operations. BriaCell has neither a history
of earnings nor has it paid any dividends, and it is unlikely to pay dividends or enjoy earnings in the immediate or foreseeable future.

 We
must obtain additional capital to continue our operations

 The
Company anticipates that additional capital will be required to complete its current research and development programs. It is anticipated
that future research, additional pre-clinical and toxicology studies and manufacturing initiatives, including to prepare for market approval
and successful product market launch, will require additional funds. Further financing may dilute the current holdings of shareholders
and may thereby result in a loss for the shareholders. There can be no assurance that the Company will be able to obtain adequate financing,
or financing on terms that are reasonable or acceptable for these or other purposes, or to fulfill the Company's obligations under
various license agreements. Failure to obtain such additional financing could result in delay or indefinite postponement of further research
and development of the Company's technologies with the possible loss of license rights to these technologies.

 Future
issuance of our common shares could dilute the interests of existing shareholders

 We
may issue additional common shares in the future. The issuance of a substantial number of common shares could have the effect of substantially
diluting the interests of our shareholders. In addition, the sale of a substantial amount of common shares in the public market, in the
initial issuance, in a situation in which we acquire a company and the acquired company receives common shares as consideration and the
acquired company subsequently sells its common shares, or by investors who acquired such common shares in a private placement, could
have an adverse effect on the market price of our common shares.

 Short
sellers may be manipulative and may drive down the market price of our common shares

 Short
selling is the practice of selling securities that the seller does not own, but rather has borrowed or intends to borrow from a third
party with the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from
a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the
short seller expects to pay less in that purchase than it received in the sale. It is therefore in the short seller's interest
for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations
regarding the relevant issuer, often involving misrepresentations of the issuer's business prospects and similar matters calculated
to create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short.

 As
a public entity, we may be the subject of concerted efforts by short sellers to spread negative information in order to gain a market
advantage. In addition, the publication of misinformation may also result in lawsuits, the uncertainty and expense of which could adversely
impact our reputation, business, financial condition, and operating results. There are no assurances that we will not face short sellers'
efforts or similar tactics in the future, and the market price of our common shares may decline as a result of their actions.

 We
have a significant number of restricted share units, options and warrants outstanding, and while these options and warrants are outstanding,
it may be more difficult to raise additional equity capital

 As
of October 15, 2025, we had outstanding restricted share units, options and warrants to purchase 1,938,873 common shares, respectively.
The holders of these restricted share units, options and warrants are given the opportunity to profit from a rise in the market price
of our common shares. We may find it more difficult to raise additional equity capital while these options and warrants are outstanding.
At any time during which these securities are likely to be exercised, we may be unable to obtain additional equity capital on more favorable
terms from other sources. Additionally, the exercise of these options and warrants will cause an increase of our outstanding common shares,
which could have the effect of substantially diluting the interests of our current shareholders.

 Sales
of a substantial number of our common shares in the public market by our existing shareholders could cause our share price to fall

 Sales
of a substantial number of our common shares in the public market, or the perception that these sales might occur, could depress the
market price of our common shares and could impair our ability to raise capital through the sale of additional equity securities. We
are unable to predict the effect that sales may have on the prevailing market price of our common shares. As of October 15, 2025, we
have 1,938,873 shares issuable upon exercise of restricted share units, options and warrants. Sales of shares by these shareholders could
have a material adverse effect on the trading price of our common shares. We intend to register the offering, issuance, and sale of all
common shares that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public
market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements.

 We
are an Emerging Growth Company, which may reduce the amount of information available to investors

 The
Jumpstart Our Business Start-ups Act (the "JOBS Act"), and our status as a foreign private issuer will allow us to postpone
the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information
we provide in our reports filed with the SEC, which could undermine investor confidence in our company and adversely affect the market
price of our Common shares.

 For
as long as we remain an "emerging growth company" as defined in the JOBS Act, we intend to take advantage of certain exemptions
from various requirements that are applicable to public companies that are not emerging growth companies including:

 the
 provisions of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report
 on the effectiveness of our internal control over financial reporting;

 any
 rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement
 to the auditor's report on the financial statements.

 We
intend to take advantage of these exemptions until we are no longer an "emerging growth company." We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year of the fifth anniversary of our initial public offering in the
United States, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large
accelerated filer, which means the market value of our Common shares that is held by non-affiliates exceeds $700 million as of the prior
June 30; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 We
cannot predict if investors will find our common shares or listed Warrants less attractive because we may rely
on these exemptions. If some investors find our common shares or Warrants less attractive as a result, there may be a less active trading
market for our common shares or Warrants, and our common share or Warrant price may be more volatile and may decline.

 We
have never paid cash dividends on our capital stock and we do not anticipate paying any dividends in the foreseeable future. Consequently,
any gains from an investment in our common shares will likely depend on whether the price of our Common shares increases, which may not
occur

 We
have not paid cash dividends on any capital stock to date and we currently intend to retain our future earnings, if any, to fund the
development and growth of our business. Consequently, in the foreseeable future, you will likely only experience a gain from your investment
in our common shares if the price of our common shares increases beyond the price in which you originally acquired the common shares.

 In
the event a market develops for our common shares or Warrants, the market price of our common shares or Warrants may be volatile

 In
the event a market develops for our common shares or Warrants, the market price of our common shares or Warrants may be highly volatile.
Some of the factors that may materially affect the market price of our common shares or Warrants are beyond our control, such as changes
in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate or sales of our
common shares or Warrants. These factors may materially adversely affect the market price of our common shares or Warrants, regardless
of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility
has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance
of the specific companies. These broad market fluctuations may adversely affect the market price of our Common shares.

 If
we are or become classified as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences as a result

 Generally,
for any taxable year, if at least 75% of our gross income is passive income, or at least 50% of the value of our assets is attributable
to assets that produce passive income or are held for the production of passive income, including cash, we would be characterized as
a passive foreign investment company ("PFIC") for U.S. federal income tax purposes. For purposes of these tests, passive
income includes dividends, interest gains from commodities and securities transactions, the excess of gains over losses from the disposition
of assets which produce passive income (including amounts derived by reason of the temporary investment of funds raised in offerings
of our shares) and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the
active conduct of a trade or business. If we are characterized as a PFIC, our U.S. shareholders may suffer adverse tax consequences,
including having gains realized on the sale of our common shares treated as ordinary income, rather than capital gains, the loss of the
preferential rate applicable to dividends received on our common shares by individuals who are U.S. holders, and having interest charges
apply to distributions by us and gains from the sales of our shares.

 Our
status as a PFIC will depend on the nature and composition of our income and the nature, composition and value of our assets. Asset value
is based on which the fair market value of each asset, including goodwill and going concern value (which may be determined by reference
to the market value of our common shares, which may be volatile). Our status will also depend, in part, on when and how we utilize the
cash proceeds from any securities offerings our business. Based upon the value of our assets, including any goodwill, and the nature
and composition of our income and assets, we believe that we will be classified as a PFIC for the taxable year ending July 31, 2025,
and possibly for succeeding years. However, even if we are classified as a PFIC for the year ending July 31, 2025, under an exception
to the PFIC classification rules, we may be able to avoid such classification altogether if we can meet certain conditions set forth
in the exception. Because the determination of whether we are a PFIC for any taxable year is a factual determination made annually after
the end of each taxable year, there can be no assurance as to our status as a PFIC in any taxable year.

 The
tax consequences that would apply if we are classified as a PFIC would also be different from those described above if a U.S. shareholder
were able to make a valid qualified electing fund ("QEF") election. If we are classified as a PFIC, then we expect to provide
U.S. shareholders with the information necessary for a U.S. shareholder to make a QEF election but there is no assurance that we will
do so.

 If
estimates of revenue, expenses, or capital or liquidity requirements change or are inaccurate, or if cash generated from operations is
insufficient to satisfy liquidity requirements, the Company may arrange additional financings

expects that its current cash and cash equivalent reserves will be sufficient to meet its anticipated needs for working capital and capital
expenditures for the near future. In the future, the Company may also arrange financings to give it the financial flexibility to pursue
attractive acquisition or investment opportunities that may arise. The Company may pursue additional financing through various means,
including equity investments, issuances of debt, joint venture projects, licensing arrangements or through other means. The Company cannot
be certain that it will be able to obtain additional financing on commercially reasonable terms or at all. The Company's ability
to obtain additional financing may be impaired by such factors as the status of capital markets, both generally and specifically in the
pharmaceutical and medical device industries, and by the fact that it is a new enterprise without a proven operating history. If the
amount of capital raised from additional financing activities, together with revenues from operations (if any), is not sufficient to
satisfy the Company's capital needs, it may not be able to develop or advance its products, execute its business and growth plans,
take advantage of future opportunities, or respond to competitive pressures or unanticipated customer or partner requirements. If any
of these events occur, the Company's business, financial condition, and results of operations could be adversely affected. Any
future equity financings undertaken are likely to be dilutive to existing shareholders. Finally, the terms of securities issued in future
capital transactions may include preferences that are more favorable to new investors.

 If
securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they
adversely change their recommendations or publish negative reports regarding our business or our shares, our share price and trading
volume could decline

 The
trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about
us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that
analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding
our shares, or provide more favorable relative recommendations about our competitors, the market value of our securities would likely
decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose
visibility in the financial markets, which in turn could cause the price of our common shares and Warrants and our trading volume to
decline.

 Certain
Canadian legislation contains provisions that may have the effect of delaying or preventing a change in control

 Canadian
legislation could discourage potential acquisition proposals, delay or prevent a change in control and limit the price that certain investors
may be willing to pay for our subordinate voting shares. For instance, a non-Canadian must file an application for review with the Minister
responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a "Canadian business"
within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. Furthermore, limitations on the
ability to acquire and hold our subordinate voting shares and multiple voting shares may be imposed by the Competition Act (Canada).
This legislation permits the Commissioner of Competition to review any acquisition or establishment, directly or indirectly, including
through the acquisition of shares, of control over or of a significant interest in us. Otherwise, there are no limitations either under
the laws of Canada or British Columbia, or in our articles on the rights of non-Canadians to hold or vote our subordinate voting shares
and multiple voting shares. Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that
may have otherwise presented a premium to our shareholders.

 Because
we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada or other countries,
it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities
laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and
officers residing outside of Canada

 We
are a corporation incorporated under the laws of British Columbia with our registered office in West Vancouver. Some of our directors
and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and
those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of
process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or
to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities
Act. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such
persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any
state within the United States, or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the
U.S. federal securities laws or any such state securities or blue sky laws.

 Similarly,
some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such
persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against
these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents
judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces
and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely
on violations of Canadian securities laws.

 Global
economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and
conflicts, such as the conflict between Russia and Ukraine and rising tensions in the Middle East, could make it more difficult for us
to access financing and could adversely affect our business and operations.

 Our
ability to access capital markets and raise additional funds depends in large part on investor confidence and market valuations of our
securities. The market value and liquidity of our common shares are subject to significant fluctuations based on factors beyond our control,
including changes in general economic conditions, interest rate environments, inflationary pressures, investor sentiment toward biotechnology
and early-stage issuers, and overall equity market volatility. Periods of macroeconomic weakness or recession, rising interest rates,
tightening credit markets, or risk-off investor behavior may limit the availability of equity or debt financing on acceptable terms,
or at all. A decline in the market price of our securities could also impair our ability to raise capital without substantial dilution
to existing shareholders.

 In
addition, geopolitical developments and international conflicts—such as instability or war in the Middle East, the ongoing conflict
between Russia and Ukraine, or a deterioration in relations between the United States and China—may contribute to global uncertainty,
disrupt financial and commodity markets, and adversely affect investor risk appetite. Resulting government actions, including the imposition
of sanctions, export controls, tariffs, or other trade restrictions, could disrupt global supply chains and trade flows, further exacerbating
inflationary or recessionary pressures. Such events may impair our ability to source key raw materials, reagents, or specialized components
required for our research and development programs and clinical manufacturing activities, potentially leading to increased costs, delays
in development timelines, or operational interruptions.

 Continued
market instability or geopolitical tension could also constrain venture capital and institutional investment into the life sciences sector
more broadly, reduce valuations for comparable companies, and limit opportunities for strategic partnerships or follow-on financings.
If we are unable to obtain additional capital when needed, or only on unfavorable terms, we may be forced to delay, scale back, or discontinue
one or more of our product development programs, which could materially and adversely affect our business, financial condition, and prospects.

 We
may be adversely affected by the effects of inflation.

 Inflation
has the potential to adversely affect our business, results of operations, financial position and liquidity by increasing our overall
cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. The existence
of inflation in the economy has the potential to result in higher interest rates and capital costs, supply shortages, increased costs
of labor and other similar effects. As a result of inflation, we may experience increases in the costs of labor, materials, and other
inputs, such as engineering consultants. Although we may take measures to mitigate the impact of this inflation, if these measures are
not effective our business, results of operations, financial position and liquidity could be materially adversely affected. Even if such
measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations
and when the cost inflation is incurred.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Cybersecurity
Risk Management and Strategy

 The
Company depends on the proper functioning, availability and security of its information systems, including financial, data processing,
communications and operating systems. Several information systems are software applications provided by third parties. Although risks
from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect,
us, our business strategy, results of operations or financial condition, like other companies in our industry, we could, from time to
time, experience threats and security incidents related to our and our third-party vendors' information systems, including attempts
to gain unauthorized access to our confidential data, and other electronic security breaches. Such cybersecurity attacks can range from
individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we
employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing
a cybersecurity attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A
successful cybersecurity attack could disrupt and otherwise adversely affect our business operations.

 Assessment,
identification and management of cybersecurity related risks are integrated into our overall risk management process. To the extent our
processes identify a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then
tracked to completion.

 Cybersecurity
Governance

 Our
Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity risk
strategy and governance and of other information technology risks to the Audit Committee of the Board of Directors (the "Audit
Committee"). The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity.
Senior management, including the Company's Chief Executive Officer and Chief Financial Officer are responsible for assessing and
managing cybersecurity risk, and providing briefings regarding the assessment and management of such risk to the Audit Committee, which
then reports, as necessary, to the Board of Directors. Although members of our senior management do not have direct cybersecurity expertise
obtained through certifications, their experience managing the Company, which includes consulting and coordinating as necessary with
a third party information technology expert referred to below, enables them to effectively assess and manage material risks from cybersecurity
threats.

 The
Company retained an information technology expert third party company to assist in managing relevant risks. In particular, the Company
outsources its information technology function and monitoring to a third party provider whereby it benefits from a professionally managed
network monitoring, management, maintenance, detection and response system and a 24/7 security operations center with both onsite and
remote support services. Any cybersecurity incident would be reported to the Company promptly by our third party consultant and material
and potentially material incidents would be assessed by management and the Audit Committee for remediation and future prevention and
detection.

 The
Company, at least annually, updates its policies or procedures that could help mitigate cybersecurity risks. Notwithstanding the extensive
approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material
adverse effect on us. The Company has incorporated cybersecurity coverage in its insurance policies; however, there is no assurance that
the insurance the Company maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related
losses.

 ITEM
2. PROPERTIES

 As
of August 2025, the Company commenced a month-to-month lease arrangement for office and lab space in Philadelphia, Pennsylvania, in the
amount of approximately $43,000 per month. The Company also maintains office space in West Vancouver, British Columbia Canada.

 ITEM
3. LEGAL PROCEEDINGS

 We
may be involved from time to time in ordinary litigation, negotiation, and settlement matters that will not have a material effect on
our operations or finances. There are no material legal proceedings pending against the Company.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our common shares and certain Warrants to purchase common shares trade on The Nasdaq Capital Market under the symbols "BCTX"
"BCTXW", respectively, since February 24, 2021 and on the Toronto Stock Exchange ("TSX") under the symbol "BCT"
since December 31, 2021, and prior to that, on the TSX Venture Exchange from December 3, 2014. Our BCTXZ Warrants commenced trading on
The Nasdaq Capital Market on April 25, 2025.

of Shareholders

 As
of October 15, 2025, we have approximately 33 shareholders of record of our common shares.

 Dividend
Policy

 Historically,
we have not paid any cash dividends to the holders of shares of our common shares and we do not expect to pay any such dividends in the
foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.

 Issuer
Purchases of Equity Securities

 None.

 ITEM
6.

 Not
applicable.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included
elsewhere in this Annual Report. This discussion and other parts of this Annual Report contain forward-looking statements based upon
current expectations that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially
from those anticipated in these forward-looking statements as a result of several factors, including those set forth under " Risk
Factors " and elsewhere in this Annual Report.

 The
preparation of our consolidated financial statements in conformity with these accounting principles requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the financial statement
date and reported amounts of revenue and expenses during the reporting period. On an on-going basis, we review our estimates and assumptions.
The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual
results are likely to differ from those estimates or other forward-looking statements under different assumptions or conditions, but
we do not believe such differences will materially affect our financial position or results of operations. Our actual results may differ
materially as a result of many factors, including those set forth under the headings entitled " Special Note Regarding Forward-Looking
Statements " and " Risk Factors ".

 Overview

is a clinical-stage biotechnology company that is developing novel immunotherapies to transform cancer care. Immunotherapies have come
to the forefront in the fight against cancer as they harness the body's own immune system to recognize and destroy cancer cells.
The Company is currently advancing its Bria-IMT targeted immunotherapy in combination with an immune check point inhibitor (Retifanlimab)
in a pivotal Phase 3 study in metastatic breast cancer. Bria-IMT is currently under Fast Track Designation by the U.S. Food and
Drug Administration(the "FDA") intended to accelerate the review process of novel treatments that address unmet medical needs.
Positive completion of the pivotal study, following review by FDA, could lead to full approval of the Bria-IMT immune checkpoint
inhibitor combination in metastatic breast cancer. BriaCell reported benchmark-beating patient survival and clinical benefit in metastatic
breast cancer with median overall survival of 13.4 months in BriaCell's metastatic breast cancer patients vs. 6.7-9.8 months for
similar patients reported in the literature in its Phase 2 study of Bria-IMT combination study with retifanlimab at the 2023 San
Antonio Breast Cancer Symposium. A completed Bria-IMT Phase 1 combination study with retifanlimab (an anti-PD1 antibody manufactured
by Incyte) confirmed tolerability and early-stage efficacy. BriaCell is also developing personalized off-the-shelf immunotherapies, Bria-OTS
and Bria-OTS+, which provides a platform technology to develop personalized off-the-shelf immunotherapies for numerous types of
cancer, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well as an immune checkpoint inhibitor.

 Critical
Accounting Policies and Estimates

 1.
Critical Estimates and Judgements

 The
preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses
during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include
estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial
statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in
the period in which the estimate is revised and also in future periods when the revision affects both current and future
periods.

 The
critical judgments and significant estimates in applying accounting policies that have the most significant effect on the amounts recognized
in the consolidated financial statements are:

 Going
Concern

 Preparation
of the consolidated financial statement on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets
and discharge its liabilities in the normal course of business for at least twelve months from the date of approval of these Financial
Statements from the Board of Directors. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying
value of its assets, including its intangible assets and to meet its liabilities as they become due.

and options

 The
Company uses the Black-Scholes option-pricing model to estimate the fair value of options at the grant date, and the warrant liability
at the grant date and each reporting period date. The key assumptions used in the model are the expected future volatility in the price
of the Company's shares and the expected life of the warrants.

 Income
Taxes

 The
Company accounts for income taxes in accordance with Accounting Standard Codification 740, Income Taxes ("FASB ASC 740"),
on a tax jurisdictional basis. The Company files income tax returns in the United States.

 Deferred
tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of
assets and liabilities and the consolidated financial statements reported amounts using enacted tax rates and laws in effect in the year
in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined
to be more likely than not that the deferred tax asset will not be realized.

 Provision
for Income Taxes. Management accounts for income taxes by estimating future tax effects of temporary differences between the tax and
book basis of assets and liabilities considering the provisions of enacted tax laws. The application of income tax law is inherently
complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, management is required to make many subjective
assumptions and judgments regarding the Corporation's income tax exposures, including judgments in determining the amount and timing
of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income. Interpretations
of and guidance surrounding income tax laws and regulations change over time. As such, changes in management's subjective assumptions
and judgments can materially affect amounts recognized in the Consolidated balance sheet and Consolidated Statements of Operations and
Comprehensive Loss

assets

assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles
with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications
of impairment, the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset
is impaired and impairment loss is recognized.

 Prepaid

 The
Company has prepaid certain expenses in respect of its pivotal phase III trial and estimates the period over which such expenses will
be incurred. As of July 31, 2025, the Company revised its estimate of the time to completion in respect of this trial. Amounts estimated
to be expenses in more than 12 months have been classified to long-term prepaid expenses.

 The
useful life of property and equipment

 Property
and equipment are depreciated over their useful lives. Useful lives are based on management's estimates of the period that the
assets will be used which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations
in the amounts charged to the consolidated statement of operations and comprehensive loss in specific periods.

 Investment
equity method

 Investments
in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for
using the equity method, with the Company's share of losses reported in the loss from equity method investments on the
statements of operation and comprehensive loss. The Company has a 63.1% interest in BC Therapeutics. Management evaluates whether it
has control over the investee in accordance with the guidance of ASC 810, which requires judgment to assess factors such as power
over significant activities of the investee, exposure to variable returns, and the ability to affect those returns. Based on this
evaluation, management concludes significant influence is present for accounting purposes.

 2.
New Accounting Policies Adopted

 No
new accounting policies were adopted during the year ended July 31, 2025.

 Results
of Operations

 Comparison
of the year ended July 31, 2025, compared to the year ended July 31, 2024

 Research
Costs

 Research costs are comprised primarily of (i) salaries and wages to Company
employees at our laboratory and in clinical development; and (ii) clinical trials and investigational drug costs, which include the testing
and manufacture of our investigational drugs and costs of our clinical trials.

 The following is a breakdown of our research and development costs by nature
of expenses:

 Year ended July 31,

 2025

 2024

 Clinical trial sites and investigational drug costs

 $

 14,765,112

 $

 20,885,903

 Wages and salaries

 5,356,806

 4,567,307

 Laboratory rent

 457,320

 420,310

 Supplies

 470,208

 496,312

 Depreciation

 91,356

 Professional Fees

 9,826

 4,363

 Share-based compensation

 120,050

 734,986

 $

 21,270,678

 $

 27,177,807

 For the year ended July 31, 2025, total research,
development, and clinical trial costs amounted to $21,270,678 as compared to $27,177,807 for the year ended July 31, 2024. The decrease
was primarily driven by lower clinical trial sites and investigational drug costs, which declined from $20,885,903 in 2024 to $14,765,112
in 2025. The reduction reflects the conclusion of the Bria-IMT Phase 1/2a trial and a focus on optimizing expenditures for the
pivotal Phase 3 trial. Wages and salaries increased from $4,567,307 in 2024 to $5,356,806 in 2025, reflecting the hiring of additional
employees to support ongoing research and clinical activities. Laboratory rent rose to $457,320 in 2025, compared to $420,310 in 2024,
due to expanded use of facilities. Supplies decreased, from $496,312 in 2024 to $470,208 in 2025, reflecting reduced consumable needs.
Depreciation expenses increased to $91,356 in 2025, compared to $68,626 in 2024. The increase reflects a full year of depreciation on
equipment purchased in 2024 as no new equipment was purchased in 2025. Professional fees increased from $4,363 in 2024 to $9,826 in 2025.
Share-based compensation expenses decreased significantly from $734,986 in 2024 to $120,050 in 2025, further contributing to the overall
reduction in research, development, and clinical trial expenses.

 Clinical trial expenses for the period are as follows:

 Year ended July 31,

 2025

 2024

 Bria-IMT Pivotal Phase 3 study

 $
 13,511,235

 $
 11,594,463

 Bria-IMT Phase 1/2a

 1,013,828

 4,239,415

 Bria-OTS Phase 1/2a

 428,233

 -

 $
 14,953,296

 $
 15,833,879

trial expenses for the year ended July 31, 2025, were $14,953,296, compared to $15,833,879 during the year ended July 31, 2024. The decrease
is primarily attributable to the conclusion of the Bria-IMT Phase 1/2a clinical trial in fiscal 2024, resulting in significantly
lower associated costs in 2025. As expenses for the Bria-IMT Phase 1/2a trial declined, resources were increasingly directed toward
the pivotal Phase 3 study, which remains our primary focus. In addition, we began incurring costs related to the Bria-OTS Phase
1/2a trial, which commenced in August 2024.

 For
the year ended July 31, 2025, Bria-IMT Pivotal Phase 3 Study costs totaled $13,511,235, compared to $11,594,463 in 2024. The increase
reflects the progression of the pivotal study, with higher expenditures on patient recruitment, treatment, and data-management activities
as the trial advanced through key operational milestones.

 For
the year ended July 31, 2025, Bria-IMT Phase 1/2a costs were $1,013,828, down from $4,239,415 in 2024, reflecting the conclusion
of the study. The remaining expenses primarily relate to final data analysis and study close-out activities.

 For
the year ended July 31, 2025, Bria-OTS Phase 1/2a costs totaled $428,233, compared to $nil in 2024, due to the initiation of the
Bria-OTS Phase 1/2a trial in August 2024.

 General
and Administrative Expenses

 For the year ended July 31, 2025, general and administrative expenses were $5,934,125, compared to $6,152,269 for
the year ended July 31, 2024. Expenses remained relatively consistent year over year, with lower consulting, professional fees, and share-based
compensation largely offset by higher wages and salaries, travel, and other administrative costs.

 Financial
income, net

 For
the year ended July 31, 2025, finance income, net, was $114,511, compared to $262,566 for the year ended July 31, 2024. The decrease
was primarily due to lower interest income, which declined to $176,431 in 2025 from $288,018 in 2024, reflecting reduced average cash
balances available for investment. The decrease was further impacted by the recognition of $36,979 in interest expense in 2025 compared
to nil in the prior year. Foreign exchange losses were relatively consistent year over year, amounting to $24,941 in 2025 versus $25,452
in 2024.

 Loss
for the period

 The
Company reported a net loss of $26,311,867 for the year ended July 31, 2025, compared to $4,791,466 in 2024. The increase in net loss
was primarily due to a significantly smaller gain on the fair value of the warrant liability, which was $758,364 in 2025 compared to
$28,242,472 in 2024. This variance outweighed the reduction in research, development, and clinical trial expenses, which decreased from
$27,177,807 in 2024 to $21,270,678 in 2025, mainly reflecting lower clinical-trial and investigational-drug costs following the completion
of the Bria-IMT Phase 1/2a trial.

 Liquidity
and Capital Resources

 As
of July 31, 2025, the Company has a positive working capital of $15,948,588 (July 31, 2024 – negative $3,807,303) and an
accumulated deficit of $111,755,564 (July 31, 2024 - $85,443,697).

 As
of July 31, 2025, the Company's capital resources consist primarily of cash and cash equivalents, comprised mostly of cash on deposit
with banks, investments in money market funds, investments in U.S. government securities, U.S. government agency securities, and investment
grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity
requirements.

 Historically,
the Company has financed its operation through private and public placement of equity securities, as well as debt financing. The Company's
ability to fund its longer-term cash requirements is subject to multiple risks, many of which are beyond its control. The Company intends
to raise additional capital, either through debt or equity financings in order to achieve its business plan objectives. Management believes
that it can be successful in obtaining additional capital; however, there can be no assurance that the Company will be able to do so.
There is no assurance that any funds raised will be sufficient to enable the Company to attain profitable operations or continue as a
going concern. To the extent that the Company is unsuccessful, the Company may need to curtail or cease its operations and implement
a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. There can be
no assurance that such a plan will be successful. To this end, for several months during calendar year 2025, certain directors and officers
agreed to defer payment of their directors' fees/compensation until we completed a financing, after which, these fees were paid
in full. Further, certain officers have indicated their willingness to receive a portion of their compensation in shares of the Company,
subject to applicable Nasdaq rules. In addition, we continue to reduce expenditure on certain non-core activities whilst maintaining
our focus on our Phase 3 Bria-IMT pivotal study in advanced metastatic breast cancer.

the year ended July 31, 2025, the Company's overall position of cash and cash equivalents increased by $10,493,808 from the year
ended July 31, 2024 (including effects of foreign exchange). This increase in cash can be attributed to the following:

 The
Company's net cash used in operating activities during the year ended July 31, 2025, was $28,170,520 as compared to $24,126,128
for the year ended July 31, 2024.

 Cash
used in investing activities for the year ended July 31, 2025, was $7,646,000, as compared to $681,801 for the year ended July 31, 2024.
The amount in 2025 relates primarily to the purchase of short-term investments ($7,316,000) and an equity investment in BC Therapeutics
($330,000), and in the prior year, to the purchase of property, plant and equipment ($456,801) and an equity investment in BC Therapeutics
($225,000).

 Cash
generated from financing activities for the year ended July 31, 2025, was $45,448,239, as compared to $4,418,926 for the year ended July
31, 2024. In both periods, this relates to proceeds for the issuance of shares.

 Off-balance
Sheet Arrangements

 None.

 Tabular
Disclosure of Contractual Obligations

 None.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to
provide the information required under this Item 7A.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
report of independent registered public accounting firm with PCAOB ID: 1930 and financial information required by this Item is attached
hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 We
maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that
are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including
our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 Our
management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934 under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Annual
Report on Form 10-K. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based on such evaluation, our principal executive officer and principal accounting
and financial officer have concluded that as of July 31, 2025, our disclosure controls and procedures were effective at the reasonable
assurance level.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined
in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the U.S. All internal control systems, no matter how well designed, have inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation.

 As
of July 31, 2025, under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework
in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 Based
on this assessment, our management concluded that, as of July 31, 2025, our internal control over financial reporting was effective at
the reasonable assurance level.

 Changes
in Internal Control Over Financial Reporting

 There
has been no material changes in our internal control over financial reporting during the quarter ended July 31, 2025. No change in our
internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter
ended July 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting,
except for our remediation efforts described above.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Executive
Officers, Directors and Key Employees

 The
following table sets forth the name, age and position of each of our executive officers, key employees and directors as of October 15,
2025. All directors hold office until the next annual meeting of shareholders and the election and qualification of their successors.
Officers serve at the discretion of the board.

 Name

 Age

 Position

 William
 V. Williams, MD, FRCP

 President,
 Chief Executive Officer, and Director

 Gadi
 Levin, CA, MBA

 Chief
 Financial Officer and Corporate Secretary

 Giuseppe
 Del Priore, MD, MPH

 Chief
 Medical Officer

 Miguel
 A. Lopez-Lago, PhD

 Chief
 Scientific Officer

 Jamieson
 Bondarenko, CFA, CMT

 Chairman
 of the Board of Directors

 Vaughn
 C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC

 Martin
 E. Schmieg

 Rebecca
 Taub, MD

 Jane
 A. Gross, PhD

 Biographies

 William
V. Williams, MD, President, Chief Executive Officer and Director, is a seasoned biopharmaceutical executive with over 35 years of
industry and academic expertise, including significant clinical management in multinational pharmaceutical companies. Dr. Williams has
served as President, Chief Executive Officer and Director of the Company since November 1, 2016. Dr. Williams served as Vice President
of Exploratory Development at Incyte Corporation from March 2005 through November 2016. There he facilitated entry of over 20 compounds
into the clinic, including ruxolitinib (Jakafi), and baricitinib (Olumiant), and facilitated their development through post-approval.
Dr. Williams held several positions at GlaxoSmithKline Pharmaceuticals, including Head of Experimental Medicine and Vice President of
Clinical Pharmacology and Experimental Medicine from December 2000 through March 2002; Director and Head of Clinical Pharmacology, Oncology,
Musculoskeletal and Inflammation from March 2002 through December 2004 and Director and Head of Clinical Pharmacology, Musculoskeletal,
Inflammation, Gastrointestinal and Urology from December 2004 through March 2005. He has also served as Assistant Professor of Medicine
and the Director of Rheumatology Research at the University of Pennsylvania from July 1991 through January 1998. Dr. Williams earned
his BSc in Chemistry and Biotechnology from Massachusetts Institute of Technology and Medical Doctorate from Tufts University School
of Medicine. We believe that Dr. Williams is qualified to serve as a member of our Board because of his experience as our President and
Chief Executive Officer, as well as his depth of academic and industry experience.

 Gadi
Levin, CA, MBA, Chief Financial Officer and Secretary, was appointed Chief Financial Officer and Secretary of the Company on February
1, 2016. Mr. Levin has also served as Chief Financial Officer and Director of Vaxil Bio Ltd since March 1, 2016, and as the Finance Director
of Eco (Atlantic) Oil & Gas Ltd. since December 1, 2016. Mr. Levin has over 20 years of experience working with public U.S., Canadian
and multi-jurisdictional public companies. Previously, Mr. Levin served as Chief Financial Officer of DarioHeath Corp from November 2013
through January 2015. Mr. Levin also served as the Vice President of Finance and Chief Financial Officer for two Israeli investment firms
specializing in private equity, hedge funds and real estate. Mr. Levin began his CPA career at the accounting firm Arthur Andersen, where
he worked for nine years, specializing in U.S. listed companies involved in initial public offerings. Mr. Levin has a Bachelor of Commerce
degree in Accounting and Information Systems from the University of Cape Town, South Africa, and a post graduate diploma in Accounting
from the University of South Africa. He received his Chartered Accountant designation in South Africa and has an MBA from Bar Ilan University
in Israel.

 Giuseppe
Del Priore, MD, MPH, Chief Medical Officer, was appointed Chief Medical Officer on February 16, 2022. Dr. Del Priore is a seasoned
healthcare executive with over 25 years of experience in research, drug development, and clinical trial management. Dr. Del Priore's
prior work experience includes serving as a biotechnology company Chief Medical Officer, a National Director at the Cancer Treatment
Centers of America, and faculty at Indiana University School of Medicine, Weill Cornell Medicine, and New York University School of Medicine.
Dr. Del Priore completed his MPH degree in Biostatistics and Epidemiology at the University of Illinois Chicago School of Public Health,
his medical degree with Distinction at The State University of New York, and his BA, magna cum laude, in Philosophy, at The City University
of New York, with additional training at Memorial Sloan Kettering Cancer Center, The University of Chicago, Northwestern University,
and the University of Rochester. He has authored numerous publications, was named on several patents, and was listed as the "Best
Doctors" by the U.S. News & World Report. He regularly appears in various media outlets as a Key Opinion Leader in oncology.
We believe that Dr. Del Priore is qualified to serve as Chief Medical Officer because of his medical and clinical trial experience.

 Miguel
A. Lopez-Lago, PhD, Chief Scientific Officer, was appointed Chief Scientific Officer on May 26, 2022, a promotion from his prior
title of Senior Director, Research and Development. Since 2000, Dr. Lopez-Lago has been working as a cancer scientist at Memorial Sloan
Kettering Cancer Center, New York. Specifically, he has investigated various aspects of tumor biology, including the development of targeted
therapies for mesothelioma and the characterization of the biological mechanisms underlying cancer metastasis. More recently, Dr. Lopez-Lago
has been interested in the study of the tumor immune-microenvironment and in the development of immunotherapies for thoracic cancers
using chimeric antigen receptor T cell technologies. Since 2013, Dr. Lopez-Lago has been working as Senior Research Scientist at MSKCC.
Dr. Lopez-Lago received his Bachelor of Science in Bio-Sciences and his doctorate in Molecular Biology from Santiago of Compostela University,
Spain. We believe that Dr. Lopez-Lago is qualified to serve as Chief Scientific Officer because of his scientific training, especially
in immunology and cellular therapies.

 Jamieson
Bondarenko, CFA, CMT, Chairman of the Board, was appointed as a Director of the Company on February 12, 2019 and elected as
Chairman on April 24, 2019. Mr. Bondarenko provides strategic capital markets & corporate development advice to early-stage life
sciences companies through his merchant capital company, JGRNT Capital Corp., a company he founded in November 2016. From December 2016
through October 2017, he served as Principal and Managing Director of the Equity Capital Markets group of Eight Capital. He also held
several positions in the Capital Markets division of Dundee Securities Ltd., including Managing Director from July 2016 through December
2016, Director from October 2015 through July 2016, Vice President from December 2012 through October 2015 and Associate from February
2010 through December 2012. We believe that Mr. Bondarenko is qualified to serve as a member of our Board because of his industry-specific
and capital markets experience.

 Vaughn
C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC, Director, has been a Director of the Company since his appointment on March 18, 2019.
In February 2018, he joined the Board of Directors of Soricimed Biopharma Inc., a private clinical-stage biopharma company developing
targeted cancer therapies, and in August 2018 he was appointed Chairman of the Board of Soricimed, and he served in that capacity until he resigned from their Board in May
2025. He is also a Director of Microbix Biosystems Inc., a public company and leading manufacturer of viral and bacterial antigens
and reagents for the global diagnostics industry. He originally joined the Microbix Board in February 2007, and he also served as its
President and Chief Executive Officer from November 2012 to July 2017. He is President of Stratpath Management Inc., consulting on strategy
and governance to the life sciences sector. He has held other executive positions in life sciences with responsibility for finance, business
development, strategic planning and information technology, including Vice President, Finance, and Chief Financial Officer of Novopharm
Limited from May 2003 through April 2006; Vice President, Information Technology, and Chief Information Officer of Bayer Inc. from July
1999 through April 2003; Vice President, Finance and Administration of Bayer Healthcare from October 1996 through June 1999; and Director,
Finance and Administration and Chief Financial Officer of Zeneca Pharma Inc. from March 1995 through August 1996. He received his bachelor's
degree from Wilfrid Laurier University and his master of business administration degree from University of Windsor. He is a Fellow Chartered
Professional Accountant and a Chartered Director (C. Dir.) and is Audit Committee Certified (A.C.C.) through the Directors College, McMaster
University. We believe that Mr. Embro-Pantalony is qualified to serve as a member of our Board due to his extensive experience as a pharmaceutical
and life sciences executive.

 Martin
Schmieg, Director, rejoined the Company's Board on November 24, 2020. Having served as a member of BriaCell's Board
from 2016 to March 2019, Mr. Schmieg is a "C" level executive with 30 years of business experience and a diversified
background in the global biotech, pharmaceutical and med-tech industries. He currently serves as Co-Founder, Chief Executive and
Financial Officer of Clear Intradermal Technologies, Inc. (formerly, Clear It LLC), Managing Partner of Soar Venture Capital
Partners, LLC, and as a Venture Partner of Convergence Ventures LLC. As a hands-on leader, Mr. Schmieg's early career focused
on accounting and financial management responsibilities, serving as Chief Financial Officer to privately held Cytometrics, Inc. and
Advanced Bionics Corporation, and publicly traded Sirna Therapeutics, Inc., and Isolagen, Inc. Mr. Schmieg also previously served as
the Chief Executive Officer of TrueBinding, Inc. We believe that Mr. Schmieg is qualified to serve as a member of our Board because
of his long-term familiarity with the Company and his perspective and experience in relevant industries.

 Rebecca
Taub, MD, Director, has been a Director of the Company since her appointment on March 18, 2019. Dr. Taub currently serves as the
President of Research and Development for Madrigal Pharmaceuticals, a clinical-stage biopharmaceutical company. She previously served
as Vice President of Research and Development from July 2016 through her recent promotion to President of Research and Development on
June 27, 2019. She has also served as Madrigal's Chief Medical Officer since July 2016. Dr. Taub served as the CEO and a Director
of Madrigal from September 2011 through Madrigal's merger with Synta Pharmaceuticals Corp. in July 2016. Prior to joining Madrigal,
Dr. Taub served as Senior Vice President, Research and Development of VIA Pharmaceuticals from 2008 to 2011 and as Vice President, Research,
Metabolic Diseases at Hoffmann-LaRoche from 2004 to 2008. In those positions, Dr. Taub oversaw clinical development and drug discovery
programs in cardiovascular and metabolic diseases, including the conduct of a series of Phase I and II proof of conduct clinical trials.
Dr. Taub led drug discovery programs, including target identification, lead optimization and advancement of preclinical candidates into
clinical development. From 2000 through 2003, Dr. Taub worked at Bristol-Myers Squibb Co. and DuPont Pharmaceutical Company, in a variety
of positions, including Executive Director of CNS and metabolic diseases research. Before becoming a pharmaceutical executive, Dr. Taub
was a tenured Professor of Genetics and Medicine at the University of Pennsylvania, and remains an adjunct professor. Dr. Taub is the
author of more than 120 research articles. Before joining the faculty of the University of Pennsylvania, Dr. Taub served as an Assistant
Professor at the Joslin Diabetes Center of Harvard Medical School, Harvard University and an associate investigator with the Howard Hughes
Medical Institute. Dr. Taub received her M.D. from Yale University School of Medicine and her B.A. from Yale College. We believe that
Dr. Taub is qualified to serve as a member of our Board due to her extensive experience as a pharmaceutical executive heading up major
development programs in non-alcoholic steatohepatitis.

 Jane
Gross, Director, was appointed to the Company's Board in November 2021. Dr. Gross is a highly experienced biotech executive
with over 30 years in leading research and development teams from discovery through preclinical evaluation and clinical development of
therapeutics for the treatment of cancer and autoimmune and inflammatory diseases. Dr. Gross currently serves as an Independent Director
for aTyr Pharmaceuticals (Nasdaq: LIFE), a biotechnology company developing novel therapeutics for respiratory diseases and multiple
cancer indications. Dr. Gross's experience includes roles as Chief Scientific Officer and SVP, Research and Non-Clinical Development
at Aptevo Therapeutics (Nasdaq: APVO), during which she led the discovery of novel antibody-based, bispecific protein therapeutics as
immunotherapies to treat diseases like cancer. Previously, Dr. Gross served as VP, Applied Research and Non-Clinical Development at Emergent
BioSolutions (NYSE: EBS), during which she successfully introduced a drug to patients from the design stage into the clinic stage. Formerly,
as VP, Immunology Research at ZymoGenetics, Dr. Gross discovered and developed 30+ new product candidates, completed partnerships and
out-licensing of assets, and helped position ZymoGenetics for a successful acquisition by Bristol Myers Squibb (NYSE: BMY) in 2010. Dr.
Gross earned her Ph. D. in Immunology from the University of California, Berkeley and her Post-Doctoral Fellowship from the University
of Washington in Immunology. We believe that Dr. Gross is qualified to serve as a member of our Board due to her extensive industry experience
and academic background.

 Family
Relationships and Other Arrangements

 There
are no family relationships among our directors and executive officers. There are no arrangements or understandings between or among
our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive
officer.

 Composition
of our Board

 Under
our amended articles of incorporation, our Board consists of a minimum of three directors and up to that number which was last set by
ordinary resolution of the shareholders. Our Board is currently comprised of seven directors, and under the Business Corporations Act
(British Columbia) ("BCBCA"), as a reporting issuer, we must have no fewer than three directors. Under the BCBCA, a director
may be removed with or without cause by a resolution passed by at least two-thirds of the votes cast by shareholders present in person
or by proxy at a meeting and who are entitled to vote. The directors are appointed at the annual general meeting of shareholders and
the term of office for each of the directors will expire at the time of our next annual shareholders meeting. Our amended articles of
incorporation provide that, between annual general meetings of our shareholders, the directors may appoint one or more additional directors,
but the number of additional directors may not at any time exceed one-third of the number of directors who held office at the expiration
of the last meeting of our shareholders. Under the BCBCA, there is no minimum number of directors required to be resident Canadians as
defined in the BCBCA.

Term Limits and Other Mechanisms of Board Renewal

 Our
Board has not adopted director term limits or other automatic mechanisms of Board renewal. Rather than adopting formal term limits, mandatory
age-related retirement policies and other mechanisms of Board renewal, the nominating and corporate governance committee of our Board
will develop a skills and competencies matrix for our Board as a whole and for individual directors. The nominating and corporate governance
committee conducts a process for the assessment of our board of directors, each committee and each director regarding his or her effectiveness
and contribution, and reports evaluation results to our Board on a regular basis.

Independence

 Under
the Nasdaq Rules, independent directors must comprise a majority of a listed company's board of directors. For purposes of the
Nasdaq Rules, an independent director means a person other than an executive officer or employee of the company who, in the opinion of
the board of directors, has no relationship with the company that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. Under NI 58-101, a director is considered to be independent if he or she is independent within
the meaning of Section 1.4 of National Instrument 52-110- Audit Committees. Section 1.4 of NI 52-110 generally provides that a
director is independent if he or she has no direct or indirect relationship with the issuer which could, in the view of the issuer's
board of directors, be reasonably expected to interfere with the exercise of the director's independent judgment.

 Our
Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or
her background, employment and affiliations, our Board has determined that Dr. Gross, Dr. Taub, Mr. Embro-Pantalony, Mr. Schmieg, and
Mr. Bondarenko, representing five of the seven members of our Board, are "independent" as that term is defined under the
Nasdaq Rules. In making this determination, our Board considered the current and prior relationships that each non-employee director
has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the
beneficial ownership of our shares by each non-employee director. Dr. Williams is not independent by virtue of being the Company's
Chief Executive Officer.

 Certain
members of our Board are also members of the boards of other public companies. Our Board has not adopted a director interlock policy,
but is kept informed of other public directorships held by its members.

 Mandate
of the Board of Directors

 Our
Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight
to management. Our Board's mandate includes, among other things, the following matters:

 succession
 planning, including appointing, training and monitoring senior management;

 developing
 the corporate goals and objectives that management is responsible for meeting and reviewing the performance of our senior officers
 against such corporate goals and objectives;

 taking
 steps to satisfy itself as to the integrity of our executive officers and that our executive officers create a culture of integrity
 throughout the organization;

 reviewing
 and approving our code of conduct and reviewing and monitoring compliance with the code of conduct and our enterprise risk management
 processes;

 reviewing
 and approving management's strategic and business plans and our financial objectives, plans and actions, including significant
 capital allocations and expenditures; and

 reviewing
 and approving material transactions not in the ordinary course of business.

 Meetings
of Independent Directors

 Our
Board holds regularly-scheduled quarterly meetings as well as ad hoc meetings from time to time. The independent members of our
Board also meet, as required, without the non-independent directors and members of management after each regularly scheduled board meeting.

 A
director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose
such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered
by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting
while discussions and voting with respect to the matter are taking place. Directors are also required to comply with the relevant provisions
of the BCBCA regarding conflicts of interest.

 Position
Descriptions

 Our
Board has adopted written terms of reference for the chairman which set out his or her key responsibilities, including duties relating
to determining the frequency, dates and locations of meetings and setting Board meeting agendas, chairing Board and shareholder meetings
and carrying out any other or special assignments or any functions as may be requested by our Board or management, as appropriate.

 Our
Board has also adopted written terms of reference for each of the committee chairs which set out each of the committee chair's
key responsibilities, including duties relating to determining the frequency, dates and locations of meetings and setting committee meeting
agendas, chairing committee meetings, reporting to our Board and carrying out any other special assignments or any functions as may be
requested by our Board.

 In
addition, our Board, in conjunction with our Chief Executive Officer, will develop and implement a written position description for the
role of our Chief Executive Officer.

 Orientation
and Continuing Education

 We
have implemented an orientation program for new directors under which a new director meets separately with the chairman of our Board,
members of the senior executive team and the secretary.

 The
nominating and corporate governance committee will be responsible for coordinating orientation and continuing director development programs
relating to the committee's mandate. The chairman of our Board will be responsible for overseeing director continuing education
designed to maintain or enhance the skills and abilities of our directors and to ensure that their knowledge and understanding of our
business remains current.

 Code
of Conduct

 Our
board of directors has adopted a Code of Ethics that applies to all of our directors, officers and employees. We have made the Code of
Ethics available on our website  We intend to disclose future amendments to, or
waivers of, our Code of Ethics, as and to the extent required by SEC regulations, at the same location on our website identified above
or in public filings.

 Monitoring
Compliance with the Code of Conduct

 Our
nominating and corporate governance committee will be responsible for reviewing and evaluating the code of conduct at least annually
and will recommend any necessary or appropriate changes to our Board for consideration. The nominating and corporate governance committee
will assist our Board with the monitoring of compliance with the code of conduct, and will be responsible for considering any waivers
therefrom (other than waivers applicable to members of the nominating and corporate governance committee, which shall be considered by
the audit committee, or waivers applicable to our directors or executive officers, which shall be subject to review by our Board as a
whole).

 Requirement
for Directors and Officers to Disclose Interest in a Contract or Transaction

 In
accordance with the BCBCA, each director and officer must disclose the nature and extent of any interest that he or she has in a material
contract or material transaction whether made or proposed with us, if the director or officer is a party to the contract or transaction,
is a director or an officer or an individual acting in a similar capacity of a party to the contract or transaction, or has a material
interest in a party to the contract or transaction. Subject to certain limited exceptions under the BCBCA, no director may vote on a
resolution to approve a material contract or material transaction which is subject to such disclosure requirement.

 As
of the date hereof, except as otherwise disclosed in this Annual Report on Form 10-K, to the knowledge of the Board or the management
of the Company, there are no material interests, whether direct or indirect, of any informed person of the Company, any proposed director
of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement
of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially
affect the Company of any of its subsidiaries.

 Benefits
upon Termination of Employment

 The
service contracts with our directors do not provide for any benefits upon termination of employment, other than a "tail"
directors and officers insurance policy.

 Complaint
Reporting

 In
order to foster a climate of openness and honesty in which any concern or complaint pertaining to a suspected violation of the law, our
code of conduct or any of our policies, or any unethical or questionable act or behavior, our code of conduct will require that our employees
promptly report the violation or suspected violation. In order to ensure that violations or suspected violations can be reported without
fear of retaliation, harassment or an adverse employment consequence, we will adopt a whistleblowing policy which will contain procedures
that are aimed to facilitate confidential, anonymous submissions of complaints by our directors, officers, employees and others.

 Committees
of the Board

 We
currently have an audit committee, a compensation committee and a nominating and corporate governance committee, with each committee
having a written charter.

 Audit
Committee

 Our
Audit Committee is currently comprised of Vaughn C. Embro-Pantalony, Martin Schmieg and Jane A. Gross, and chaired by Mr. Embro-Pantalony.
Our Board has determined that each of Mr. Schmieg and Mr. Embro-Pantalony is financially literate and meets the independence requirements
for directors, including the heightened independence standards for members of the audit committee under Rule 10A-3 under the Exchange
Act and NI 52-110. Our Board has determined that Mr. Embro-Pantalony is "financially sophisticated" within the meaning of
the Nasdaq Rules, "financially literate" within the meaning of NI 52-110, and a "financial expert" as defined
by Rule 10A-3 under the Exchange Act.

 We
have adopted an Audit Committee Charter setting forth the purpose, composition, authority and responsibility of the audit committee.
The primary function of the audit committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing
the financial reports and other financial information provided by the company to regulatory authorities and the Company's shareholders,
the Company's systems of internal controls regarding finance and accounting and the Company auditing, accounting and financial
reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence
to, Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

 Serve
 as an independent and objective party to monitor the Company's financial reporting and internal control system and review Company's
 financial statements;

 Review
 and appraise the performance of the Company's external auditors; and

 Provide
 an open avenue of communication among the Company's auditors, financial and senior management and the Board.

the year ended July 31, 2025, the Audit Committee held 5 meetings in person or through conference calls. As part of its job to foster
open communication, the Audit Committee meets at least annually with the external auditors.

 To
fulfill its responsibilities and duties, the Audit Committee:

 and updates the Audit Committee's charter annually;

 the Company's consolidated financial statements, Management Discussion & Analysis and any annual and interim earnings,
 press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly
 financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion,
 or review rendered by the external auditors;

 annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives
 of the shareholders of the Company;

 Obtains
 annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company,
 consistent with Independence Standards Board Standard I;

 and discusses with the external auditors any disclosed relationships or services that may impact the objectivity and independence
 of the external auditors;

 Takes,
 or recommends that the full Board takes, appropriate action to oversee the independence of the external auditors;

 Recommends
 to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;

 and approves the Company's hiring policies regarding partners, employees and former partners and employees of the present and
 former external auditors of the Company;

 and pre-approves all audit and audit-related services and the fees and other compensation related thereto;

 In
 consultation with the external auditors, reviews with management the integrity of the Company's financial reporting process,
 both internal and external;

 Considers
 the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied
 in its financial reporting;

 Considers
 and approves, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the
 external auditors and management;

 significant judgments made by management in the preparation of the financial statements and the view of the external auditors as
 to appropriateness of such judgments;

 Following
 completion of the annual audit, reviews separately with management and the external auditors any significant difficulties encountered
 during the course of the audit, including any restrictions on the scope of work or access to required information;

 any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;

 with the external auditors and management the extent to which changes and improvements in financial or accounting practices have
 been implemented;

 any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

 certification process; and

 any related-party transactions.

 Principal
Accountant's Fees

 External
Audit Service Fees

 The
following table sets forth the aggregate fees paid to the Company's external auditors, Chartered Professional Accountants, by the
Company during the financial years ended July 31, 2025 and 2024:

 Year ended

 Year ended
July 31, 2024

 Audit Fees

 $
 182,785

 $
 210,778

 Audit-Related Fees

 -

 -

 Tax Fees

 28,043

 18,650

 All Other Fees

 113,945

 14,530

 Total:

 $
 324,774

 $
 243,958

 Compensation
Committee

 Our
compensation committee is comprised of Mr. Embro-Pantalony, Dr. Jane Gross and Mr. Schmieg and is chaired by Mr. Schmieg. The Compensation
Committee is appointed by the Board to assist in promoting a culture of integrity throughout the Company, to assist the Board in setting
director and senior executive compensation, and to develop and submit to the Board recommendations with respect to other employee benefits
as the Compensation Committee sees fit. In the performance of its duties, the Compensation Committee is guided by the following principles:

 offering
 competitive compensation to attract, retain and motivate highly qualified executives in order for the Company to meet its goals;
 and

 acting
 in the interests of the Company and the shareholders by being fiscally responsible.

 The
Board relies on the knowledge and experience of the members of the Compensation Committee to set appropriate levels of compensation for
senior officers. Neither the Company nor the Compensation Committee currently has, or has had at any time since incorporation, any contractual
arrangement with any executive compensation consultant who has a role in determining or recommending the amount or form of senior officer
compensation.

 When
determining compensation payable, the Compensation Committee considers both external and internal data. External data includes general
market conditions and well as information regarding compensation paid to directors, CEOs and CFOs of companies of similar size and at
a similar stage of development in the industry. Internal data includes annual reviews of the performance of the directors, CEO and CFO
in light of the Company's corporate objectives and considers other factors that may have impacted the Company's success in
achieving its objectives. During the year ended July 31, 2025, the Compensation Committee held two meetings in person or through conference
calls.

 Nominating
and Corporate Governance Committee

 The
Nominating and Corporate Governance Committee is appointed by the Board to assist in fulfilling its corporate governance responsibilities
under applicable laws. The Nominating and Corporate Governance Committee is responsible for, among other things, developing the Company's
approach to governance issues and establishing sound corporate governance practices that are in the interests of shareholders and that
contribute to effective and efficient decision-making.

 Our
Nominating and Corporate Governance Committee is currently comprised of Mr. Schmieg and Dr. Taub and is chaired by Mr. Embro-Pantalony. During the
year ended July 31, 2025, the Nominating and Corporate Governance Committee held one meeting.

 Exculpation,
Insurance and Indemnification of Directors and Officers

 Under
the BCBCA, a company may indemnify: (i) a current or former director or officer of that company; (ii) a current or former director or
officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or
if such individual held such office at the company's request; or (iii) an individual who, at the request of the company, held,
or holds, an equivalent position in another entity (an "indemnifiable person") against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative
or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved
because of that person's position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith
with a view to the best interests of such company or the other entity, as the case may be; or (ii) in the case of a proceeding other
than a civil proceeding, the individual did not have reasonable grounds for believing that the individual's conduct was lawful.
A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its articles or by applicable law. A company
may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred
by an indemnifiable person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it is
ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced. Subject
to the aforementioned prohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the
expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person
has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding
or was substantially successful on the merits in the outcome of such eligible proceeding. On application from an indemnifiable person,
a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties
imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement. As permitted by the BCBCA,
under Article 21.1, we are required to indemnify our directors and former directors (and such individual's respective heirs and
legal representatives) and we will indemnify any such person to the extent permitted by the BCBCA.

 The
BCBCA provides certain protections under Part 5 - Management, Division 5 - Indemnification of Directors and Officers and Payment
of Expenses, to our current and former directors and officers, as well as other eligible parties defined in Section 159 of the BCBCA
(the "Eligible Parties", each an "Eligible Party"). The Company will indemnify the Eligible Parties, to the fullest
extent permitted by law and subject to certain limitations listed in Section 163 of the BCBCA, against any proceeding in which an Eligible
Party or any of the heirs and personal or other legal representatives of the Eligible Party, by reason of the Eligible Party being or
having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company
or an associated corporation (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty
or fine in, or expenses related tom, the proceeding.

 We
maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.

 Insider Trading Policy

 We have adopted an Insider Trading Policy
governing the purchase, sale and other dispositions of our securities by directors, officers and employees that is reasonably designed
to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. A copy of our Insider Trading
Policy is filed as Exhibit 19.1 to this Form 10-K.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended July
31, 2025 and July 31, 2024.

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus
 ($)

 Stock Awards ($)(1)

 Option
 Awards
 ($)(1)

 All Other Compensation
 ($)

 Total
 ($)

 William V. Williams, MD, FRCP

 2024

 734,419

 -

 342,651

 -

 1,077,070

 President and Chief Executive Officer

 2025

 711,724

 -

 -

 780,622

 Gadi Levin, CA, MBA

 2024

 443,000

 -

 77,730

 520,730

 Chief Financial Officer and Corporate Secretary

 2025

 485,361

 50,000

 -

 -

 535,361

 Giuseppe Del Priore, MD, MPH

 2024

 540,329

 -

 240,516

 -

 780,844

 Chief Medical Officer

 2025

 493,048

 -

 -

 -

 493,048

 Miguel A. Lopez-Lago, PhD

 2024

 357,745

 -

 35,863

 393,608

 Chief Scientific Officer

 2025

 447,547

 -

 -

 -

 447,547

 (1)

 This
 column represents the grant date fair value of the award in accordance with stock-based compensation rules under Accounting Standards
 Codification Topic 718. For a more detailed discussion of the valuation model and assumptions used to calculate the fair value of
 each option award, refer to Note 2 of the financial statements included in this annual report.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table provides information regarding option and RSU awards held by each of our named executive officers that were outstanding
as of July 31, 2025.

 Option Awards

 Stock Awards

 Name

 Number of

 Securities

 Underlying

 Unexercised

 Options (#)

 Exercisable

 Number of

 Securities

 Underlying

 Unexercised

 Options (#)

 Unexercisable

 Option

 Price ($)

 Option
 Expiration
 Date

 Number of

 shares or

 units of stock

 that have not

 vested (#)

 Market value

 of shares or

 units
 of stock

 that have not

 vested ($)

 William V. Williams, MD, FRCP

 1,333

 -

 636.00

 03/29/26

 -

 -

 -

 1,270.50

 01/13/27

 -

 -

 -

 -

 -

 -

 904.50

 06/20/28

 -

 -

 (1)

 -

 0.00

 -

 -

 5,833
 (1)

 -

 0.00

 01/16/30

 -

 -

 Gadi Levin, CA, MBA

 -

 636.00

 03/29/26

 -

 -

 706.50

 05/20/27

 -

 -

 -

 -

 -

 Giuseppe Del Priore, MD, MPH

 1,000

 -

 1,126.50

 02/16/27

 -

 -

 -

 -

 -

 Miguel A. Lopez-Lago, PhD

 -

 1,270.50

 01/13/27

 -

 -

 -

 -

 -

 (1)

 Restricted
 Share Units

 (2)

 Effective
 January 29, 2025, the Company effected a 15-for-1 reverse stock split, followed by a 10-for-1 reverse stock split subsequent to year-end.
 All share and per-share information, including stock options and exercise prices, has been retroactively adjusted to reflect the
 cumulative 150-for-1 reverse split. Option counts were rounded down to the nearest whole share.

 Non-Employee
Director Compensation

 The
following table presents the total compensation for each person who served as a non-employee member of our Board and received compensation
for such service during the fiscal year ended July 31, 2025. Other than as set forth in the table and described more fully below, we
did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee
members of our Board in 2025.

 Name

 Fees
 Earned or
 Paid in
 Cash
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Jamieson Bondarenko, CFA, CMT

 603,877

 -

 344,491

 -

 948,368

 Vaughn C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC

 85,312

 -

 -

 154,211

 Marc Lustig, MSC, MBA (1)

 22,815

 -

 22,966

 -

 45,781

 Martin E. Schmieg

 75,000

 -

 -

 143,898

 Rebecca Taub, MD

 50,004

 -

 -

 118,902

 Jane A. Gross, PhD

 54,996

 -

 -

 123,894

 (1)
Marc Lustig resigned from the Board in November 2024. Compensation shown reflects amounts earned prior to his resignation.

 Employment
Agreements

 Dr.
Williams V. Williams

 On
August 31, 2021, we entered into a compensation package with Dr. Williams, our Chief Executive Officer (the "2021 Compensation
Package"). Pursuant to the 2021 Compensation Package, Mr. Williams receives $550,000 annually and may earn an equity incentive
bonus compensation, which may include a direct stock award of up to $125,000 based upon a performance review as of December 31, 2021
(the "Performance Review"). In addition, the 2021 Compensation Package provides for an option award to purchase up to $250,000
in common shares of the Company, in connection with the Performance Review, which vests over a four year period and provides for an aggregate
cash, stock and option award of up to $950,000.

 On
June 21, 2022, we entered into a compensation package with Dr. Williams (the "2022 Compensation Package"). Pursuant to the
2022 Compensation Package, Mr. Williams receives $650,000 annually and an annual bonus of $150,000. In addition, the 2022 Compensation
Package provides for a performance stock option award of $250,000 and a total cash, bonus and option award of up to $1,050,000. On May
1, 2023, Dr. Williams' annual salary was increased to $675,000 per annum.

 Giuseppe
Del Priore

 On
February 14, 2022, we entered into an employment agreement with Dr. Giuseppe Del Priore, our Chief Medical Officer (the "Del Priore
Employment Agreement"). The Del Priore Employment Agreement provides for a full-time position, $350,000 annual salary and standard
employee benefit plan participation. In addition, Mr. Del Priore was granted an option to purchase 150,000 of the Company's common
shares. The Del Priore Employment Agreement provides that Mr. Del Priore is eligible for an annual bonus in either cash or options to
purchase common shares of the Company based on the successful completion of certain corporate milestones selected by our Chief Executive
Officer and reviewed in the sole discretion of our Board or a compensation committee. On May 1, 2023, Dr. Giuseppe Del Priore's
annual salary was increased to $460,000 per annum.

 Gadi
Levin

 On
March 2, 2022, we entered into an executive employment agreement with Gadi Levin, our Chief Financial Officer (the "Levin Employment
Agreement"), effective January 1, 2022. The Levin Employment Agreement provides for a part-time position (80%), $350,000 annual
salary ("Base Salary") and standard employee benefit plan participation. Our Board approved a annual discretionary bonus
of (i) up to 30% of Mr. Levin's yearly salary; and (ii) $100,000 in stock options, which vest over a four year period per calendar
year. In addition, Mr. Levin was granted 20,000 options in accordance with the terms of the Company's stock option plan. During
August 2022, Mr. Levin's Base Salary was increased to $250,000, retroactively to January 1, 2022. On May 1, 2023, Mr. Levin's
Base Salary was increased to $350,000 per annum. On July 18, Mr. Levin's Base Salary was increased to $367,500 per annum and
was granted a one-time bonus in the amount of $50,000.

 Miguel
Lopez-Lago

 On
May 26, 2022, we entered into an employment agreement with Miguel Lopez-Lago, our Chief Scientific Officer (the "Lopez-Lago Employment
Agreement"). The Lopez-Lago Employment Agreement provides for $210,000 annually for Mr. Lopez-Lago's duties as our Chief
Scientist Officer. On May 1, 2023, Mr. Lopez-Lago's annual salary was increased to $325,000 per annum. On July 18, Mr. Lopez-Lago's
Base Salary was increased to $357.500 per annum and was granted a one-time bonus in the amount of $75,000.

Compensation Plan Information

 The
following table summarizes the total number of outstanding awards and shares available for other future issuances of options under all
of our equity compensation plans as of July 31, 2025. All of the outstanding awards listed below were granted under our stock option
plan.

 Plan
 Category

 of
 Shares to be
 Issued Upon
 Exercise of
 Outstanding

 Options,

and Rights

 Weighted-Average

 Exercise Price of
 Outstanding
 Options,

and Rights

 of
 Shares
 Remaining
 Available
 for Future
 Issuance
 Under the
 Compensation
 Plan
 (Excluding
 Shares in

First Column)

 compensation plans approved by shareholders

 1,695,237

 $
 65.38

 269,335

 compensation plans not approved by shareholders

 -

 -

 -

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information regarding the beneficial ownership of our common shares as of October 15, 2025 by:

 each
 of our named executive officers;

 each
 of our directors;

 all
 of our current directors and executive officers as a group; and

 each
 shareholder known by us to own beneficially more than 5% of our common shares.

 Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Common shares that may be acquired by an individual or group within 60 days of October 15, 2025, pursuant to the exercise of options
or warrants, vesting of common shares or conversion of preferred stock or convertible debt, are deemed to be outstanding for the purpose
of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person shown in the table. Percentage of ownership is based on 1,883,906 common shares issued and outstanding
as of October 15, 2025.

 Except
as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with
respect to all common shares shown to be beneficially owned by them, based on information provided to us by such shareholders. Unless
otherwise indicated, the address for each director and executive officer listed is: c/o BriaCell Therapeutics Corp., Suite 300 - 235
15th Street, West Vancouver, BC V7T 2X1.

 Name
 of Beneficial Owner

 of
 Shares
 Beneficially
 Owned

 Percentage

 of Common
 Shares
 Beneficially
 Owned

 Directors
 and Named Executive Officers

 Jamieson
 Bondarenko, CFA, CMT (1)

 5,464

 *

 William
 V. Williams, MD, FRCP (2)

 3,748

 *

 Gadi
 Levin, CA, MBA (3)

 *

 Giuseppe
 Del Priore, MD, MPH (4)

 1,066

 *

 Miguel
 A. Lopez-Lago, PhD (5)

 *

 Vaughn
 C. Embro-Pantalony, MBA, FCPA, FCMA, CDIR, ACC (6)

 *

 Martin
 E. Schmieg (7)

 *

 Rebecca
 Taub, MD (8)

 *

 Jane
 A. Gross, PhD (9)

 *

 All
 current named executive officers and directors as a group (9 persons)

 13,889

 0.74
 %

 5%
 or Greater Shareholders

 None

 -

 -
 %

 *

 Represents
 beneficial ownership of less than 1%.

 Notes
:

 (1)

 1,000 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 1,666 shares underlying options with
 an exercise price of $1,270.50, expiring on January 13, 2027, 1,333 shares underlying options with an exercise price of $904.50,
 expiring on June 20, 2028 and 666 Warrants to purchase common shares with an exercise price of $796.88, expiring on February
 26, 2026.

 (2)

 1,333 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 148 shares underlying options with
 an exercise price of $1,270.50, expiring on January 13, 2027, 678 shares underlying options with an exercise price of C$1,257.00,
 expiring on August 2, 2027, 266 shares underlying options with an exercise price of $904.50, expiring on June 20, 2028 and 198 Warrants to purchase common shares with an exercise price of $796.88, expiring on February 26, 2026.

 (3)

 500 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 133 shares underlying options with an
 exercise price of $706.50, expiring on May 20, 2027 and 135 shares underlying options with an exercise price of C$1,257.00, expiring
 on August 2, 2027.

 (4)

 1,000 shares underlying options with an exercise price of $1,126.50, expiring on February 16, 2027 and 66 shares underlying options
 with an exercise price of C$1,257.00, expiring on August 2, 2027.

 (5)

 100 shares underlying options with an exercise price of $1,270.50, expiring on January 13, 2027 and 66 shares underlying options
 with an exercise price of C$1,257.00, expiring on August 2, 2027.

 (6)

 166 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 333 shares underlying options with an
 exercise price of $1,270.50, expiring on January 13, 2027 and 166 shares underlying options with an exercise price of $904.50, expiring
 on June 20, 2028.

 (7)

 166 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 333 shares underlying options with an
 exercise price of $1,270.50, expiring on January 13, 2027 and 266 shares underlying options with an exercise price of $904.50, expiring
 on June 20, 2028.

 (8)

 66 shares underlying options with an exercise price of $636.00, expiring on March 29, 2026, 66 shares underlying options with an
 exercise price of $1,270.50, expiring on January 13, 2027 and 266 shares underlying options with an exercise price of $904.50, expiring
 on June 20, 2028.

 (9)

 66 shares underlying options with an exercise price of C$1,488.00, expiring on November 1, 2025, 333 shares underlying options with
 an exercise price of $1,270.50, expiring on January 13, 2027 and 266 shares underlying options with an exercise price of $904.50,
 expiring on June 20, 2028.

 Section
16(A) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity
securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

 Based
on a review of the copies of such forms received, we believe that during the fiscal year ending July 31, 2025, all filing requirements
applicable to our officers, directors and greater than 10% beneficial owners were complied with.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Other
than as set forth below, there have been no transactions since August 1, 2023 to which we have been a party, including transactions in
which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for
the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of
more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or
indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are
described elsewhere in this Annual Report on Form 10-K. Other than as set forth below, we are not a party to a current related party
transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of
the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a
direct or indirect material interest.

 On
May 17, 2024 we issued and sold to a former director 6,019 common shares together with warrants to purchase up to 6,019 common
shares at a combined purchase price of $332.25 per share and accompanying warrant. The warrants will be exercisable six months from the
date of issuance at an exercise price of $316.50 per share and will expire on the five year anniversary of the initial exercise date.

 On January 16, 2025, the Company granted
5,833 RSU's to the Chief Executive Officer as compensation for deferred salary, with immediate vesting. The
fair value of these RSUs was $350,000, offsetting previously accrued compensation owed to the CEO.

Independence

 Our
board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with
us that could compromise that director's ability to exercise independent judgment in carrying out that director's responsibilities.
Our board of directors has affirmatively determined that Dr. Gross, Dr. Taub. Mr. Bondarenko, Mr. Embro-Pantalony, and Mr. Schmieg are
each an "independent director," as defined under the Nasdaq rules.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Audit
Fees

 The
aggregate fees billed to us by MNP LLP, our independent registered public accounting firm, for the indicated services for each of the
last two fiscal years were as follows:

 2025

 2024

 Audit
 fees (1)

 $
 182,785

 $
 210,778

 Audit-related
 fees (2)

 $
 -

 $
 -

 Tax
 fees

 $
 28,043

 $
 18,650

 All
 other fees

 $
 113,945

 $
 14,530

 (1)

 Audit
 fees consist of fees for professional services performed by MNP LLP for the audit and review of our quarterly financial statements.

 (2)

 Audit
 related fees consist of fees for preparation and filing of the carve-out financial statements related to the proxy statement filed.

 Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

 Consistent
with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and
permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis. Our Audit Committee
has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our
Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided
by our independent registered public accounting firm.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 Exhibit

 Description
 of Exhibit

 (a)(1)
 Financial Statements

 The
 financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report on Form
 10-K.

 (b)
Exhibits

 3.1

 Articles of BriaCell Therapeutics Corp, dated July 26, 2006 (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 3.2

 Notice of Articles, dated November 25, 2014 (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 3.3

 Notice of Articles, dated August 22, 2019 (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

 3.4

 Alteration to Articles filed February 13, 2023 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on February 15, 2023)

 3.5

 Notice of Articles filed August 31, 2023 (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on September 7, 2023)

 3.6

 Notice of Articles filed August 31, 2023 (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on September 7, 2023)

 4.1

 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to our Form 10-K filed with the SEC on October 25, 2023)

 4.2

 Warrant Agent Agreement by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., and Form of Warrant for Registered Offering (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 filed with the SEC on January 23, 2020)

 4.3

 Form of Underwriter's Warrant (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1 filed with the SEC on February 18, 2021)

 4.4

 Form of Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on May 17, 2024)

 4.6

 Form of Warrant issued June 7, 2021 (incorporated by reference to Exhibit 4.8 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

 4.7

 Form of Placement Agent Warrant issued June 7, 2021 (incorporated by reference to Exhibit 4.3 to Form 6-K filed with the SEC on June 4, 2021)

 4.8

 Form of Pre-funded Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on May 17, 2024)

 4.9

 Form of Placement Agent Warrant issued May 17, 2024 (incorporated by reference to Exhibit 4.3 to Form 8-K filed with the SEC on May 17, 2024)

 4.10

 Form of Placement Agent Warrant issued September 12, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on September 12, 2024)

 4.11

 Form of Warrant issued October 2, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on October 2, 2024)

 4.12

 Form of Placement Agent Warrant issued October 2, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on September 12, 2024)

 4.13

 Form of Warrant issued December 13, 2024 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on December 13, 2024)

 4.14

 Form of Representative's Warrant issued December 13, 2024 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on December 13, 2024)

 4.15

 Form of Placement Agent Warrant issued February 5, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on February 5, 2025)

 4.16

 Form of Warrant issued April 28, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on April 28, 2025)

 4.17

 Form of Pre-Funded Warrant issued April 28, 2025 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on April 28, 2025)

 4.18

 Form of Representative's Warrant issued April 28, 2025 (incorporated by reference to Exhibit 4.3 to our Form 8-K filed with the SEC on April 28, 2025)

 4.19

 Warrant Agent Agreement by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., and Form of Warrant for Registered Offering (incorporated by reference to Exhibit 10.33 to our Registration Statement on Form S-1 filed with the SEC on April 23, 2025)

 4.20

 Form
of Amendment No. 1 to Warrant Agent Agreement by and among the Company, Computershare Inc. and Computershare Trust Company, N.A. (incorporated
by reference to Exhibit 4.20 to our Registration Statement on Form S-1 filed with the SEC on July 10, 2025)

 4.21

 Form of Warrant issued July 16, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on July 16, 2025)

 4.22

 Form of Pre-Funded Warrant issued July 16, 2025 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on July 16, 2025)

 10.1

 Stock Option Plan, dated November 25, 2014 (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.2

 Service Agreement with UC Davis, dated June 11, 2015 (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.3

 Form of Registration Rights Agreement dated June 3, 2021 (incorporated by reference to Exhibit 10.3 to Form 6-K filed with the SEC on June 4, 2021)

 10.5

 Amendment #1 to Service Agreement with UC Davis, dated June 12, 2016 (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.8

 Licensing Agreement between Faller & Williams Technology LLC and Sapientia Pharmaceuticals, Inc., dated March 16, 2017 (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.9

 Master Services Agreement with KBI Biopharma, Inc., dated March 17, 2017 (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.10

 Clinical Study Agreement with Cancer Insight, LLC, dated September 29, 2017 (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.11

 Amendment #2 to Service Agreement with UC Davis, dated August 27, 2018 (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.12

 Master Services Agreement, dated February 27, 2020 (incorporated by reference to Exhibit 10.16 to Form 10-K filed with the SEC on October 25, 2023)

 10.13

 First Supplement to Clinical Study Agreement with Cancer Insight, LLC, dated October 18, 2018 (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.14

 Amendment #1 to Services Agreement with Colorado State University, dated April 2, 2019 (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.15

 Stem Cell Program Services Agreement with UC Davis, May 3, 2019 (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.16

 HLA Typing Services Agreement with Histogenetics, dated October 3, 2019 (incorporated by reference to Exhibit 10.23 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.17

 Procurement Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019 (incorporated by reference to Exhibit 10.24 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.18

 Clinical Supply Services Agreement with Catalent Pharma Solutions, LLC, dated June 13, 2019 (incorporated by reference to Exhibit 10.25 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.19

 Quality Agreement with Catalent Pharma Solutions, LLC, dated June 25, 2019 (incorporated by reference to Exhibit 10.26 to our Registration Statement on Form F-1 filed with the SEC on October 22, 2019)

 10.20

 Cooperative Research and Development Agreement, dated October 28, 2020 (incorporated by reference to Exhibit 10.44 to our Registration Statement on Form F-1 filed with the SEC on June 15, 2021)

 10.21

 Form of Securities Purchase Agreement dated June 3, 2021 (incorporated by reference to Exhibit 10.1 to Form 6-K filed with the SEC on June 4, 2021)

 10.22

 Form of Placement Agency Agreement dated June 3, 2021 (incorporated by reference to Exhibit 10.2 to Form 6-K filed with the SEC on June 4, 2021)

 10.23+

 Compensation Agreement with Dr. William V. Williams, dated August 31, 2021 (incorporated by reference to Exhibit 10.22 to Form 10-K filed with the SEC on October 25, 2023)

 10.24+

 Compensation Agreement with Dr. William V. Williams, dated June 21, 2022 (incorporated by reference to Exhibit 10.23 to Form 10-K filed with the SEC on October 25, 2023)

 10.25+

 Employment Agreement with Giuseppe Del Priore, dated February 14, 2022 (incorporated by reference to Exhibit 10.24 to Form 10-K filed with the SEC on October 25, 2023)

 10.26+

 Employment Agreement with Gadi Levin, dated March 2, 2022 (incorporated by reference to Exhibit 10.25 to Form 10-K filed with the SEC on October 25, 2023)

 10.27+

 Employment Agreement with Miguel Lopez-Lago, dated May 26, 2022 (incorporated by reference to Exhibit 10.26 to Form 10-K filed with the SEC on October 25, 2023)

 10.28

 Exclusive License Agreement (incorporated by reference to Exhibit 10.27 to Form 10-K filed with the SEC on October 25, 2023)

 10.29

 Omnibus Equity Incentive Plan (incorporated by reference from Schedule I to the Proxy Statement for BriaCell Therapeutics Corp. 2023 Annual and Special Meeting of Shareholders, filed with the SEC on January 17, 2023).

 10.30

 Master Service and Technology Agreement dated May 9, 2023 (incorporated by reference to Exhibit 10.29 to Form 10-K filed with the SEC on October 25, 2023)

 10.31

 Stock Purchase Agreement dated May 12, 2023 (incorporated by reference to Exhibit 10.30 to Form 10-K filed with the SEC on October 25, 2023)

 10.32

 Arrangement Agreement dated May 24, 2023 (incorporated by reference to Exhibit 10.31 to Form 10-K filed with the SEC on October 25, 2023)

 10.33

 Placement Agency Agreement, dated May 14, 2024, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on May 17, 2024)

 10.34

 Placement Agency Agreement, dated September 11, 2024, by and between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on September 12, 2024)

 Placement Agency Agreement, dated October 1, 2024, by and between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on October 2, 2024)

 10.35

 Placement Agency Agreement, dated October 1, 2024, by and between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on October 2, 2024)

 10.36

 Underwriting Agreement, dated December 11, 2024, between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 to our Form 8-K filed with the SEC on December 13, 2024)

 10.37

 Placement Agency Agreement, dated February 3, 2025, between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on February 5, 2025)

 10.38

 Underwriting Agreement, dated April 24, 2025, between the Company and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 to our Form 8-K filed with the SEC on April 28, 2025)

 10.39

 Placement Agency Agreement, dated as of July 15, 2025, by and between BriaCell Therapeutics Corp. and ThinkEquity LLC (incorporated by reference to Exhibit 1.1 to our Form 8-K filed with the SEC on July 16, 2025)

 19.1

 Insider trader policy

 21.1

 (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed with the sec on October 29, 2024)

 23.1

 Consent of MNP LLP*

 21.1

 List of Subsidiaries*

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 32.2

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 97.1

 (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the sec on October 29, 2024

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 +

 Indicates
 a management contract or compensatory plan or arrangement.

 *

 Filed
 herewith

 **

 Furnished
 herewith

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 BRIACELL
 THERAPEUTICS CORP.

 /s/
 William V. Williams

 Chief
 Executive Officer (Principal Executive Officer and Principal Accounting and Financial Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/
 William V. Williams

 Chief
 Executive Officer, President and Director

 William
 V. Williams

 (Principal
 Executive Officer)

 /s/
 Gadi Levin

 Chief
 Financial Officer and Corporate Secretary (Principal Accounting and Financial Officer)

 Gadi
 Levin

 /s/
 Jamieson Bondarenko

 Chairman
 of the Board of Directors

 Jamieson
 Bondarenko

 /s/
 Vaughn C. Embro-Pantalony

 Vaughn
 C. Embro-Pantalony

 /s/
 Martin E. Schmieg

 Martin
 E. Schmieg

 /s/
 Rebecca Taub

 Rebecca
 Taub

 /s/
 Jane A. Gross

 Jane
 A. Gross

Financial Statements

 For

 Expressed
in United States Dollars

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of BriaCell Therapeutics Corp.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of BriaCell Therapeutics Corp. (the Company) as at July 31, 2025 and 2024,
and the related consolidated statements of operations and comprehensive loss, changes in shareholders' equity (deficit), and cash
flows for each of the years in the two-year period ended July 31, 2025, and the related notes (collectively referred to as the consolidated
financial statements).

 In
our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position at the
Company as of July 31, 2025 and 2024, and the results of its consolidated operations and its consolidated cash flows for each of the
years in the two-year period ended July 31, 2025, in conformity with accounting principles generally accepted in the United States of
America.

 Material
Uncertainty Related to Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has an accumulated
deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Chartered
Professional Accountants

 Licensed
Public Accountants

 We
have served as the Company's auditor since 2015.

 Mississauga,
Canada

 F- 2

Balance Sheets

 As
at July 31, 2025 and 2024

in US Dollars, except share and per share data)

 2025

 2024

 July
 31,

 2025

 2024

 ASSETS

 CURRENT ASSETS:

 Cash and cash
 equivalents

 $
 10,493,808

 $

 Short-term investments

 7,372,473

 -

 Amounts
 receivable and prepaid expenses

 2,060,295

 2,791,765

 Total
 current assets

 19,926,576

 3,653,854

 NON-CURRENT ASSETS:

 Equity investment in BC
 Therapeutics

 524,278

 418,490

 Intangible assets, net

 184,525

 199,796

 Property and equipment,
 net

 296,819

 388,175

 Long
 term prepaid expenses

 717,508

 1,211,946

 Total
 non-current assets

 1,723,130

 2,218,407

 Total
 assets

 $
 21,649,706

 $
 5,872,261

 LIABILITIES AND SHAREHOLDERS'
 EQUITY (DEFICIT)

 CURRENT LIABILITIES:

 Trade payables

 $
 3,283,703

 $
 7,170,781

 Accrued
 expenses and other payables

 694,285

 290,376

 Total
 current liabilities

 3,977,988

 7,461,157

 NON-CURRENT LIABILITIES:

 Warrant
 liability

 Total
 non-current liabilities

 $

 $

 CONTINGENT LIABILITIES AND
 COMMITMENTS

 -

 -

 SHAREHOLDERS' EQUITY (DEFICIT):

 Share Capital of no par value – Authorized:
 unlimited at July 31, 2025 and 2024; Issued and outstanding: 1,883,906 and 121,907 shares at July 31, 2025 and 2024, respectively

 101,739,923

 72,166,414

 Share-based payment reserved

 10,316,140

 9,189,261

 Warrant reserve

 17,719,026

 1,844,296

 Accumulated other comprehensive loss

)

)

 Non-controlling interest

 ( 546,795
)

 ( 302,522
)

 Accumulated deficit

 ( 111,755,564
)

 ( 85,443,697
)

 Total
 shareholders' equity (deficit)

 17,334,046

 ( 2,684,932
)

 Total
 liabilities and shareholders' equity (deficit)

 $
 21,649,706

 $
 5,872,261

 These
consolidated financial statements were approved and authorized for issue on behalf of the Board of Directors on October 15, 2025 by:

 On
behalf of the Board:

 "Jamieson
 Bondarenko"

 "William
 Williams"

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

Statements of Operations and Comprehensive Loss

 For

in US Dollars, except share and per share data)

 2025

 2024

 Year ended

 July
 31,

 2025

 2024

 Operating expenses:

 Research and
 development expenses

 $
 21,270,678

 27,177,807

 General
 and administrative expenses

 5,934,125

 6,152,269

 Total operating expenses

 27,204,803

 33,330,076

 Operating loss

 ( 27,204,803
)

 ( 33,330,076
)

 Financial income (expenses),
 net

 114,511

 262,566

 Change in fair value of
 the warrant liability

 758,364

 28,242,472

 Share
 of loss on equity investment

 ( 224,212
)

 ( 106,510
)

 Net loss for the year

 $
)

 $
)

 Net
 loss attributable to non-controlling interest

 ( 244,273
)

 ( 140,082
)

 Net
 loss for the year attributable to BriaCell

 ( 26,311,867
)

 ( 4,791,466
)

 Net loss per share attributable
 to BriaCell – basic and diluted

 $
 ( 62.19
)

 $
 ( 43.68
)

 average number of shares (*) used in computing net loss per share attributable to ordinary shareholders, basic and diluted

 423,114

 109,699

 (*)
 On
 January 24, 2025, the Company effected a 1-for-15
 reverse split of its issued and outstanding common shares and on August 25, 2025, the Company effected a 1-for-10
 reverse split of its issued and outstanding common shares, pursuant to which holders of the Company's common shares received 0.0067
 of a common share for every one common share (following both reverse share splits). All share, warrant, option and RSU amounts have
 been retroactively restated for all periods presented.

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

Statements of Changes in Shareholders' Equity (Deficit)

 For

in US Dollars, except share and per share data)

 (*)

 Amount

 CAPITAL

 Reserve

 (LOSS)

 DEFICIT

 Interest

 (DEFICIT)

 Share
 capital

 Additional
 Paid In

 Warrant

 Accumulated

 Other

 Comprehensive
Income

 Accumulated

 Non-

 Controlling

 Total

 Shareholders'

 (*)

 Amount

 Capital

 Reserve

 (Loss)

 Deficit

 Interest

 (Deficit)

 Balance, July
 31, 2023

 106,555

 $
 69,591,784

 $
 7,421,950

 $
 -

 $
)

 $
 ( 80,652,231
)

 -

 $
 ( 3,777,181
)

 Instruments issued to minority
 shareholders at the arrangement date

 -

 -

 ( 36,767
)

 -

 -

 -

 ( 162,440
)

 ( 199,207
)

 Issuance of Options

 -

 -

 1,804,078

 -

 -

 -

 -

 1,804,078

 Issuance of Units, net of issuance

 15,352

 2,574,630

 -

 1,844,296

 -

 -

 -

 4,418,926

 Net loss
 for the year

 -

 -

 -

 -

 ( 4,791,466
)

 ( 140,082
)

)

 Balance,
 July 31, 2024

 121,907

 $
 72,166,414

 $
 9,189,261

 $
 1,844,296

 $
)

 $
 ( 85,443,697
)

 ( 302,522
)

 $
 ( 2,684,932
)

 Balance

 121,907

 $
 72,166,414

 $
 9,189,261

 $
 1,844,296

 $
)

 $
 ( 85,443,697
)

 ( 302,522
)

 $
 ( 2,684,932
)

 Issuance of options and RSU's

 -

 -

 1,126,879

 -

 -

 -

 -

 1,126,879

 Exercise of prefunded warrants

 189,234

 -

 -

 -

 -

 -

 -

 -

 Exercise of warrants

 6,437

 1,239,367

 -

 ( 418,352
)

 -

 -

 -

 821,015

 Issuance of units, net of issuance expenses

 1,560,034

 28,334,142

 -

 16,293,082

 -

 -

 -

 44,627,224

 RSU's Exercised

 6,294

 -

 -

 -

 -

 -

 -

 -

 Net loss
 for the year

 -

 -

 -

 -

 -

 ( 26,311,867
)

 ( 244,273
)

)

 Balance,

 1,883,906

 $
 101,739,923

 $
 10,316,140

 $
 17,719,026

 $
)

 $
 ( 111,755,564
)

 ( 546,795
)

 $
 17,334,046

 Balance

 1,883,906

 $
 101,739,923

 $
 10,316,140

 $
 17,719,026

 $
)

 $
 ( 111,755,564
)

 ( 546,795
)

 $
 17,334,046

 (*)
 On
 January 24, 2025, the Company effected 1-for-15
 reverse split of its issued and outstanding common shares and on August 25, 2025, the Company effected 1-for-10
 reverse split of its issued and outstanding common shares, pursuant to which holders of the Company's common shares received 0.0067
 of a common share for every one common share (following both reverse share splits). All share, warrant, option and RSU amounts have been retroactively restated for all periods
 presented.

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

Statements of Cash Flows

 For

in US Dollars, except share and per share data)

 2025

 2024

 Year
 ended
 July
 31,

 2025

 2024

 Cash flow from operating
 activities:

 Net loss for the year

 $
)

 $
)

 Adjustments to reconcile net loss to net cash
 used in operating activities:

 Amortization

 Financial income (expenses), net

 ( 56,473

)

 -

 Depreciation

 91,356

 Share-based compensation

 776,879

 1,804,078

 Share of loss on equity
 investment

 224,212

 106,510

 Change in fair value of
 warrants

 ( 758,364
)

 ( 28,242,472
)

 Changes in assets and liabilities:

 Decrease (increase) in
 amounts receivable

 733,629

 ( 732,578
)

 Decrease in
 prepaid expenses

 492,279

 2,126,282

 (Decrease) increase in
 accounts payable

 ( 3,887,078
)

 6,047,042

 Increase
 (decrease) in accrued expenses and other payables

 753,909

 ( 387,339
)

 Net cash used in operating
 activities

 ( 28,170,520
)

 ( 24,126,128
)

 Cash flow from investing
 activities:

 Purchase of property and equipment

 -

 ( 456,801
)

 Purchase of short-term investments, net

 ( 7,316,000

)

 -

 Equity investment in BC
 Therapeutics

 ( 330,000
)

 ( 225,000
)

 Net
 cash used in investing activities

 ( 7,646,000
)

 ( 681,801
)

 Cash flow from financing
 activities:

 Proceeds from exercise of warrants

 821,015

 -

 Proceeds from issuance
 of shares, net of issuance costs

 44,627,224

 4,418,926

 Net
 cash provided by financing activities

 45,448,239

 4,418,926

 Increase
 in cash and cash equivalents

 9,631,719

 ( 20,389,003
)

 Cash and cash equivalents
 at beginning of year

 21,251,092

 Cash and cash equivalents
 at end of year

 $
 10,493,808

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 Notes

 For

 NOTE
1: GENERAL AND GOING CONCERN

 a.

 Therapeutics Corp. ("BriaCell" or the "Company") was incorporated under the Business Corporations Act
 (British Columbia) on July 26, 2006 and is listed on the Toronto Stock Exchange ("TSX") under the symbol
 "BCT". The Company also trades on the Nasdaq Capital Market ("NASDAQ") under the symbols "BCTX",
 "BCTXW" and "BCTXZ.

 b.

 is an immuno-oncology biotechnology company. The Company is currently advancing its Bria-IMT targeted immunotherapy program against
 end-stage breast cancer to Phase 3 study which has been approved by the FDA. BriaCell is also developing a personalized off-the-shelf
 immunotherapy, Bria-OTS, and a soluble CD80 protein therapeutic which acts both as a stimulator of the immune system as well
 as an immune checkpoint inhibitor.

 c.

 Going
 concern

 The
Company continues to devote substantially all of its efforts toward research and development activities. In the course of such activities,
the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company's accumulated
deficit as of July 31, 2025 was $ 111,755,564 (July 31, 2024 - $ 85,443,697)
and negative cash flows from operating activities during the year ended July 31, 2025 was $ 28,170,520 (July 31, 2024 - $ 24,126,128).
The Company is planning to finance its operations by exploring additional sources of capital and financing, while managing its existing
working capital resources. During the year ended July 31, 2025, the Company raised $ 50.9 million in gross proceeds from equity financings,
however, the Company's ability to continue as a going concern is dependent upon its ability to attain future profitable operations
and to continue to obtain the necessary financing to meet its obligations arising from normal business operations when they come
due. The uncertainty of the Company's ability to raise such financial capital casts substantial doubt on the Company's ability
to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification
of assets and liabilities that might be necessary should the Company not be able to continue as a going concern.

 d.

 The
 Company has two wholly-owned U.S. subsidiaries: (i) BriaCell Therapeutics Corp. ("BTC"),
 which was incorporated in April 3, 2014, under the laws of the state of Delaware, and (ii)
 BTC has a wholly-owned subsidiary, Sapientia Pharmaceuticals, Inc. ("Sapientia"),
 which was incorporated in September 20, 2012, under the laws of the state of Delaware. The
 Company also has one Canadian subsidiary: BriaPro Therapeutics Corp, ("BriaPro")
 which was incorporated on May 15, 2023, under the Business Corporations Act (British Columbia).
 BriaPro was established to complete a plan of arrangement spinout transaction in August 2023,
 pursuant to which certain pipeline assets of the Company were spun-out to BriaPro, including
 Bria-TILsRx and protein kinase C delta (PKC) inhibitors for multiple indications
 including cancer (the "BriaPro Assets"), resulting in a two-third (2/3) owned
 subsidiary of the Company with the remaining one-third (1/3) held by the Company's
 shareholders (the "Amalgamation" and the "Amalgamation Agreement") – see also note 7(a). (Sapientia and BTC and BriaPro together, the "Subsidiaries")

 e.

 The
Company has one operating segment and reporting unit.

 F- 7

 Notes

 For

 NOTE
2: SIGNIFICANT ACCOUNTING POLICIES

 a.
 Basis of presentation of the financial statements:

 The
Company's consolidated financial statements have been prepared in accordance with the United States generally accepted accounting
principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the "FASB") Accounting Standards Codification
(ASC).

 b.
 Use of estimates, assumptions and judgements:

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that
affect the amounts reported in the consolidated financial statements and accompanying notes. The Company's management believes
that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates,
judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements,
and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

 Going
Concern

 Preparation
of the consolidated financial statement on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets
and discharge its liabilities in the normal course of business for at least twelve months from the date of approval of these Financial
Statements from the Board of Directors. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying
value of its assets, including its intangible assets and to meet its liabilities as they become due.

and options

 The
Company uses the Black-Scholes option-pricing model to estimate the fair value of options at the grant date, and the warrant liability
at the grant date and each reporting period date. The key assumptions used in the model are the expected future volatility in the price
of the Company's shares and the expected life of the warrants.

 Income
Taxes

 The
Company accounts for income taxes in accordance with Accounting Standard Codification 740, Income Taxes ("FASB ASC 740"),
on a tax jurisdictional basis. The Company files income tax returns in the United States.

 Deferred
tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of
assets and liabilities and the consolidated financial statements reported amounts using enacted tax rates and laws in effect in the year
in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined
to be more likely than not that the deferred tax asset will not be realized.

 Provision for Income Taxes. Management
accounts for income taxes by estimating future tax effects of temporary differences between the tax and book basis of assets and liabilities
considering the provisions of enacted tax laws. The application of income tax law is inherently complex. Laws and regulations in this
area are voluminous and are often ambiguous. As such, management is required to make many subjective assumptions and judgments regarding
the Corporation's income tax exposures, including judgments in determining the amount and timing of recognition of the resulting
deferred tax assets and liabilities, including projections of future taxable income. Interpretations of and guidance surrounding income
tax laws and regulations change over time. As such, changes in management's subjective assumptions and judgments can materially
affect amounts recognized in the Consolidated balance sheet and Consolidated Statements of Operations and Comprehensive Loss

 F- 8

 Notes

 For

 NOTE

assets

assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles
with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications
of impairment, the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset
is impaired and impairment loss is recognized.

 Prepaid

 The
Company has prepaid certain expenses in respect of its pivotal phase III trial and estimates the period over which such expenses will
be incurred. As of July 31, 2025, the Company revised its estimate of the time to completion in respect of this trial. Amounts estimated
to be expenses in more than 12 months have been classified to long-term prepaid expenses.

 The
useful life of property and equipment

 Property
and equipment are depreciated over their useful lives. Useful lives are based on management's estimates of the period that the
assets will be used which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations
in the amounts charged to the consolidated statement of operations and comprehensive loss in specific periods.

 Investment
equity method

 Investments
in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using
the equity method, with the Company's share of losses reported in the loss from equity method investments on the statements of
operation and comprehensive loss. The Company has a 63.1% interest in BC Therapeutics. Management evaluates whether it has control over
the investee in accordance with the guidance of ASC 810, which requires judgment to assess factors such as power over significant activities
of the investee, exposure to variable returns, and the ability to affect those returns. Based on this evaluation, management concludes significant influence is present for accounting purposes.

 c.
 Principal of consolidation:

 The
consolidated financial statements include the accounts of the Company and its Subsidiaries. All intercompany balances and transactions
have been eliminated upon consolidation.

 F- 9

 Notes

 For

 NOTE

 d.
 Consolidated financial statements in U.S dollars:

 The
functional currency is the currency that best reflects the economic environment in which the Company and its subsidiary operates and
conducts their transactions. The functional currency of the Company and its subsidiaries is the U.S. dollar.

 Accordingly,
monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in
accordance with ASC No. 830 "Foreign Currency Matters." All transaction gains and losses of the remeasured monetary balance
sheet items are reflected in the statements of operations as financing income or expenses as appropriate.

 e.
 Cash and cash equivalents:

 Cash
equivalents are short-term highly liquid deposits that are readily convertible to cash with original maturities of three months or less,
at the date acquired.

 f. Short-term investments

 Short-term investments consist of held-for-sale
securities (or trading) and are stated at fair value, with unrealized gains and losses included in earnings. Transaction costs are expensed as incurred. The securities are classified as current assets because they
are expected to be realized within one year. The Company regularly evaluates whether declines in fair value below cost are other-than-temporary;
if so, an impairment is recognized. Gains or losses realized on sales of these securities are included in financial income (expense), net in the consolidated statement of operations
and comprehensive loss.

 g.
 Equity method investments:

 Investments
in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using
the equity method, with the Company's share of losses reported in loss from equity method investments on the statements of operation
and comprehensive loss. Equity method investments are recorded at cost, plus the Company's share of undistributed earnings or losses,
and impairment, if any, within interest in equity investees on the statements of consolidated balance sheet.

 h.
 Property and Equipment, net:

 Property
and equipment with individual values of over $ 2,500 are stated at cost, net of accumulated depreciation. Depreciation is calculated using
the straight-line method over the estimated useful lives of the assets at the following annual rates:

OF ESTIMATED USEFUL LIVES OF ASSETS

 Laboratory
 equipment

 20 %

 i.
 Intangible assets, net:

 Separately
acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired
in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible
assets, excluding capitalized development costs, are recognized in profit or loss when incurred.

assets with finite useful lives are amortized over their useful lives and whenever there is an indication that the asset may be impaired.
The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other
assets and liabilities. Recoverability of these group of assets is measured by a comparison of the carrying amounts to the future undiscounted
cash flows the group of assets is expected to generate. If such review indicates that the carrying amount of intangible assets is not
recoverable, the carrying amount of such assets is reduced to fair value.

 The
amortization period and the amortization method for an intangible asset are reviewed at least at each year end.

 F- 10

 Notes

 For

 NOTE

assets with indefinite useful lives are not systematically amortized and are tested for impairment annually, or whenever there is an
indication that the intangible asset may be impaired. The useful life of these assets is reviewed annually to determine whether their
indefinite life assessment continues to be supportable. If the events and circumstances do not continue to support the assessment, the
change in the useful life assessment from indefinite to finite life is accounted for prospectively as a change in accounting estimate
and on that date the asset is tested for impairment. Commencing from that date, the asset is amortized systematically over its useful
life.

 The
details of intangible assets are as follows:

 OF USEFUL LIVES OF INTANGIBLE ASSETS

 Patents

 Useful
 life

 years

 Amortization
 method

 Straight-line

 In-house
 development or purchase

 Purchase

 For
the years ended July 31, 2025 and 2024, no indicators of impairment have been identified.

 j.
 Research and Development expenses:

 Research
and development expenses are recognized in the consolidated statements of operations and comprehensive loss when incurred. Research and
development expenses consist of intellectual property, development and production expenditures.

 Government
grants are recognized when there is reasonable assurance that the grants will be received, and the Company will comply with the conditions.
The grants are offset against the related research and development expenditure.

 k.
 Fair value of financial instruments:

 The
accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands
disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance
establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

 Level

 —

 Quoted
 prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy
 gives the highest priority to Level 1 inputs.

 Level

 —

 Observable
 inputs that are based on inputs not quoted on active markets but corroborated by market data.

 Level

 —

 Unobservable
 inputs are used when little or no market data are available.

 The
carrying amounts of cash and cash equivalents, subscriptions receipts, trade payables and accrued expenses
and other payables approximate their fair value due to the short-term nature of such instruments.

 The
carrying amount of warrant liabilities and short-term investments are recorded at the fair value at each reporting period.

 F- 11

 Notes

 For

 NOTE

 l.
 Leases:

 The
Company accounts for leases according to ASC 842, "Leases". The Company determines if an arrangement is a lease and the classification
of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company
obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company
has a right to direct the use of the asset. An ROU asset represents the right to use an underlying asset for the lease term and lease
liabilities represent the Company's obligation to make lease payments arising from the lease agreement. An ROU asset is measured
based on the discounted present value of the remaining lease payments, plus any initial direct costs incurred and prepaid lease payments,
excluding lease incentives. The lease liability is measured at lease commencement date based on the discounted present value of the remaining
lease payments. The implicit rate within the operating leases is generally not determinable, therefore the Company uses the Incremental
Borrowing Rate ("IBR") based on the information available at commencement date in determining the present value of lease
payments. The Company's IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments
and in economic environments where the leased asset is located. An option to extend the lease is considered in connection with determining
the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is
considered unless it is reasonably certain that the Company will not exercise the option.

 The
Company elected the practical expedient for lease agreements with a term of twelve months or less and does not recognize right-of-use
("ROU") assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to
not separate lease and non-lease components for its leases.

 m.
 Share-based compensation:

 The
Company accounts for share-based compensation in accordance with ASC No. 718, "Compensation – Stock Compensation",
which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model.
The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective
award, on a straight-line basis when the only condition to vesting is continued service.

 The
Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The Company
recognizes forfeitures of equity-based awards as they occur. Restricted share units use the share price on the grant date to determine
the fair value of the restricted share unit award.

 n.
 Income Taxes:

 The
Company accounts for income taxes in accordance with ASC 740, "Income Taxes", which prescribes the use of the liability method
whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. The Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value, if
needed.

 F- 12

 Notes

 For

 NOTE

 ASC
740 offers a two-step approach for recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate
the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it
is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including
resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that
is more than 50% likely to be realized upon ultimate settlement. As of July 31, 2025, and 2024 no
liability for unrecognized tax benefits was recorded as a result of ASC 740.

 o.
 Basic and diluted net loss per Share:

 The
Company's basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average
number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted
net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury
share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss
per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive.

 p.
 Recently issued and adopted accounting standards:

 As
an "emerging growth company," the Jumpstart Our Business Startups Act ("JOBS Act") allows the Company to delay
adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to
private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below
reflects this election.

 1.

 In December 2023, the FASB issued ASU 2023-09 - Income
 Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard modifies the rules on income tax disclosures to require
 entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax
 expense or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 also requires entities to disclose
 their income tax payments to international, federal, state, and local jurisdictions. The ASU is effective for years beginning after
 December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective
 application is permitted. The Company is currently evaluating the impact of this standard on its financial statements and
 disclosures.

 2.

 In
 March 2024, the FASB issued ASU 2024-01 - Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest
 and Similar Awards. This standard clarifies whether profits interest and similar awards fall within the scope of stock-based
 compensation guidance as defined in ASC Topic 718, introducing examples to demonstrate this. The ASU includes scenarios where profits
 interest awards are classified as equity instruments or liability awards and situations where they fall outside ASC Topic 718, being
 accounted for under ASC Topic 710. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted.
 This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating
 the impact of this standard on its financial statements and disclosures.

 3.

 In January 2025, the FASB issued ASU 2025-01 - Income
 Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective
 Date. This standard amends the guidance issued in 2024 to confirm that all public business entities must present the required
 expense-disaggregation disclosures in annual periods beginning after December 15, 2026, and interim periods within annual periods
 beginning after December 15, 2027. The ASU is effective for years beginning after those dates, but early adoption is permitted. This
 ASU should be applied on a prospective basis, although retrospective application is permitted. Because the amendment only affects
 disclosure timing, the Company does not expect this standard to have a material impact on its financial statements and disclosures.

 4.

 In June 2025, the FASB issued ASU 2025-03 - Business
 Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a Variable-Interest Entity. This
 standard clarifies that when a business combination is effected primarily by exchanging equity interests and the legal acquiree is
 a variable-interest entity ("VIE") that meets the definition of a business, entities must identify the accounting acquirer
 using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on the VIE consolidation model. The ASU is effective
 for years beginning after December 15, 2026, but early adoption is permitted. This ASU should be applied on a prospective basis,
 although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its financial
 statements and disclosures.

 F- 13

 Notes

 For

 NOTE
3: Amounts receivable and prepaid expenses

OF AMOUNTS RECEIVABLE AND PREPAID EXPENSES

 2025

 2024

 July
 31,

 2025

 2024

 Directors and officers insurance

 $
 564,794

 $
 632,657

 Prepaid expense (a)

 1,394,439

 1,322,122

 Subscription receipt (b)

 -

 736,359

 Other prepaids

 101,062

 100,627

 Amounts receivable and
 prepaid expenses

 $
 2,060,295

 $
 2,791,765

 (a)

 Prepaid expenses as of July 31, 2025 include amounts paid to certain vendors in respect of the Company's ongoing
pivotal phase III trial study. These amounts are amortized over the period of the clinical trial. Prepaid expenses estimated to be expensed
within 12 months amount to $ 1,394,439 in 2025 compared to 1,322,122 in 2024 and are included in current assets, whilst the balance, extending
longer than 12 months, amounts to $ 717,508 in 2025 as compared to 1,211,946 in 2024 and is included in non-current assets under long-term
prepaid expenses.

 (b)

 The
 subscription receipt relates to the May 2024 Offering (see note 9(b)(ii)(1)). All the funds have been received during the year ended July 31, 2025.

 NOTE
4: INVESTMENT IN BC THERAPEUTICS INC.

 On
December 21, 2021, the Company and BC Therapeutics, Inc. ("BC Therapeutics" or "the Investee") entered a share
purchase agreement ("SPA"), pursuant to which the Company initially provided a loan of $ 300,000 to BC Therapeutics, with
no interest to be paid. Subsequently, in accordance with the SPA, this loan was converted into an equity investment in BC Therapeutics
at a rate of $ 1.25 per share, resulting in a 37.5 % ownership interest ("Initial Investment").

 Pursuant
to the SPA ("Initial Investment"), Briacell also received two options to invest an additional $ 225,000 per option at $ 1.25
per BC Therapeutics share. The first option expired on February 15, 2024 ("First BC Therapeutics Option") and the second
option expired on June 30, 2024 ("Second BC Therapeutics Options", together, the "BC Therapeutic Options"). In
accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $ 76,350 in accordance with the Black Scholes Option Price
Model, using the following assumptions: Share price: $ 1.25, Exercise price: $ 1.25, Dividend yield: 0 %, Risk free interest rate: 4.902 %,
Volatility: 100 %.

 BC
Therapeutics has a board of four representatives, with two representatives appointed by BriaCell and two representatives appointed by
the existing shareholders. All significant decisions related to BC Therapeutics require the approval of at least a majority of the board
members.

 F- 14

 Notes

 For

 NOTE
4: INVESTMENT IN BC THERAPEUTICS INC. (Cont.)

 The
Company acquired a significant interest in BC Therapeutics on February 1, 2024, by exercising the First BC Therapeutics Option, increasing
its ownership to 51.2 %. On August 7, 2024, following the expiration of the original Second BC Therapeutics Option, the Company and BC
Therapeutics amended the SPA to introduce new options, allowing the exercise in tranches of at least 20,000 shares at $ 1.25 per share.
On March 18, 2025, the SPA was amended a second time, such that the Second BC Therapeutics Option is increased to 424,000 shares and
expires in June 2026 (a one year extension). During the year ended July 31, 2025, the Company exercised this option totaling $ 330,000
and received 264,000 shares. As of July 31, 2025, the Company holds 684,000 of the 1,084,000 issued and outstanding shares in
BC Therapeutics, representing a 63.1 % ownership interest. In addition, 160,000 shares remain available for purchase under the Second
BC Therapeutics Option at an exercise price of $ 1.25 per share; these options expire on June 30, 2026.

 In
accordance with ASC 810, the Company continues to account for the investment under the equity method of accounting as the Company does
not exercise control over BC Therapeutics.

 Changes
in the Company's equity investment in BC Therapeutics is summarized as follows:

 SCHEDULE OF CHANGES IN INVESTMENT

 Balance – August 1, 2024

 $
 418,490

 Funding (including the
 value of the BC Therapeutics Options)

 330,000

 Share of losses:

 ( 224,212
)

 Balance – July

 $
 524,278

 The
following amounts represent the Company's 63.1% share of the assets of BC Therapeutics (July 31, 2024 – 51.2%):

 SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS

 July 31,

 2025

 2024

 Current
 assets: Cash

 $

 $

 32,810

 Net assets

 $

 $

 32,810

 NOTE
5: INTANGIBLE ASSETS, NET

 Acquired
intangible assets with finite lives consisted of the following as of July 31, 2025 and 2024:

OF INTANGIBLE ASSETS

 2025

 2024

 July
 31,

 2025

 2024

 Patents

 $
 305,130

 $
 305,130

 Gross intangible assets

 305,130

 305,130

 Less – accumulated
 amortization

 ( 120,605
)

 ( 105,334
)

 Intangible assets,
 net

 $
 184,525

 $
 199,796

 The
attributable intellectual property relates to BriaPro's various patents, which the Company is amortizing over 20 years, consistent
with its accounting policy.

 Amortization
expenses for the years ended July 31, 2025 and 2024, were $ 15,271 and $ 15,271, respectively.

 The
estimated future amortization expense of intangible assets as of July 31, 2025 is as follows:

OF ESTIMATED FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS

 2026

 $

 2027

 2028

 2029

 2030 and thereafter

 123,441

 Total

 $
 184,525

 F- 15

 Notes

 For

 NOTE
6: PROPERTY AND EQUIPEMENT, NET

OF PROPERTY AND EQUIPMENT NET

the year ended July 31, 2025, the Company purchased certain laboratory equipment in the gross amount of $ nil (July 31, 2024 - $ 456,801).

 Laboratory

equipment

 Cost:

 As of August 1, 2023

 $
 -

 Additions

 Disposals

 -

 As of August 1, 2024

 Cost,beginning balance

 Additions

 -

 Disposals

 -

 As of July 31, 2025

 $

 Cost,ending balance

 $

 Accumulated
 depreciation:

 As of August 1, 2023

 $
 -

 Depreciation

 As of August 1, 2024

 $

 Accumulated depreciation, beginning balance

 $

 Depreciation

 91,356

 As of July 31, 2025

 $
 159,982

 Accumulated depreciation, ending balance

 $
 159,982

 Net Book Value:

 As of July 31, 2025

 $
 296,819

 As of July 31, 2024

 $
 388,175

 Net book value

 $
 388,175

 NOTE
7: CONTINGENT LIABILITIES AND COMMITMENTS

 a.

 BriaPro

 Upon
the exercise of certain BriaCell warrants that were outstanding at the time of the Amalgamation Agreement with BriaPro ("Briacell
Legacy Warrants"), BriaCell shall, as agent for BriaPro, collect and pay to BriaPro an amount based on an agreed formula. As of
July 31, 2025, this amount totaled of up to $ 241,164 and is eliminated on consolidation.

 Pursuant to the Amalgamation Agreement, each BriaCell warrant in issuance at the time of the Amalgamation ("Briacell Legacy Warrant")
shall, in accordance with its terms, entitle the holder thereof to receive, upon the exercise thereof, one BriaCell Share (and post Reverse
Splits, as defined below– 150 Briacell Shares) and one BriaPro Share for the original exercise price. Warrants issued by the Company,
subsequent to the Arrangement are not subject to the terms above.

 Upon the exercise of 150 BriaCell Legacy Warrants (post Reverse Splits), BriaCell shall, as agent for BriaPro, collect and pay to BriaPro
an amount for each one (1) BriaPro Share so issued that is equal to the exercise price under the 150 BriaCell Legacy Warrants multiplied
by the fair market value of one (1) BriaPro Share at the Effective Date divided by the total fair market value of one (1) BriaCell Share
and one (1) BriaPro Share at the Effective Date ("BriaPro Warrant Shares"). On a Reverse Split basis, as of July 31, 2025,
 55,455 Briacell Legacy Warrants are exercisable into 55,455 Briacell Shares and 8,168,302 BriaPro Shares.

 b.

 Lease

 As
of July 31, 2025, the Company had a month-to-month commitment for office and lab space in Philadelphia, PA, costing the company approximately
$ 38,110 per month. Subsequent to the balance sheet date, on September 1, 2025, the monthly amount increased to approximately $ 43,000.

 NOTE
8: FAIR VALUE MEASUREMENTS

 The
following table presents information about our financial instruments that are measured at fair value on a recurring basis as of July
31, 2025 and 2024:

 SCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS

 Fair
 Value Measurements at

 July

 July
 31, 2024

 Level

 Level

 Total

 Level

 Level

 Total

 Financial Assets:

 Cash and cash
 equivalents

 $
 10,493,808

 $
 -

 $
 10,493,808

 $

 $
 -

 $

 Short-term investments

 7,372,473

 -

 7,372,473

 -

 -

 -

 Total assets measured
 at fair value

 $
 17,866,281

 $
 -

 $
 17,866,281

 $

 $
 -

 $

 Financial liabilities:

 Warrants liability

 $
 151,586

 $
 186,086

 $

 $
 760,657

 $
 335,379

 $

 Total liabilities measured
 at fair value

 $
 151,586

 $
 186,086

 $

 $
 760,657

 $
 335,379

 $

 The
Company classifies its cash equivalents, short-term investments and the liability in respect of publicly traded warrants within Level 1 because they are valued
using the quoted market prices in active markets. The Company holds level 1 short term investments with coupon rates ranging between 3.00 % to 5.51 %

 The
fair value of the warrant liability for non-public warrants is measured using inputs other than quoted prices included in Level 1 that
are observable for the liability either directly or indirectly, and thus are classified as Level 2 financial instruments.

 F- 16

 Notes

 For

 NOTE
9: SHAREHOLDERS' EQUITY

 a.
Authorized share capital

 The
authorized share capital consists of an unlimited number of common shares with no par value ("Share").

 b.
Issued share capital

 (i)

 Reverse
 Stock Split:

 1.

 On
 January 3, 2025, the Company's board of directors approved a reverse stock split of the Company's common shares on a
 1-for-15 basis, which became effective on January 24, 2025 and on August 25, 2025 (the "Effective Date"), the Company
 effected a reverse stock split of its common shares on a 1-for-10 basis (the "Reverse Splits").

 As
a result of the Reverse Splits, every one hundred and fifty (150) pre-split common shares issued and outstanding were automatically combined
into one (1) new common share. No fractional common shares were issued in connection with the Reverse Splits. Instead, any fractional
common shares resulting from the January 2025 Reverse Split were deemed to have been tendered to the Company for cancellation for no
consideration.

 Following
the January 2025 Reverse Split, the number of common shares outstanding were 294,694. After giving effect to subsequent share issuances
and the August 2025 Reverse Split, the number of common shares outstanding was 1,883,906

 The Reverse Splits also resulted in a proportional adjustment to the number of common shares issuable upon the exercise
of the Company's outstanding warrants, stock options, and other convertible securities, as well as an adjustment to the exercise
prices and conversion prices, as applicable.

 All
share and per share amounts in the accompanying consolidated financial statements and related notes have been retroactively adjusted
to reflect both the January 2025 Reverse Split and the August 2025 Reverse Split for all periods presented.

 (ii)

 The
 Company issued the following shares during the year ended July 31, 2024:

 1.

 On
 May 17, 2024, the Company closed a registered direct offering with healthcare-focused institutional
 investors, certain existing investor and a director of the Company for the purchase and sale
 of 15,352 common shares of the Company and 666 pre-funded warrants with an offering price
 of $ 179.985, an exercise price of $ 0.015 and may be exercised at any time in the future, and
 warrants to purchase up to an aggregate of 16,019 common shares of the Company ("May
 2024 Warrants") for aggregate gross proceeds of approximately $ 5.0 million before deducting
 placement agent fees and other offering expenses (the "May 2024 Offering"). Each
 common share (or pre-funded warrant in lieu thereof) was sold together with one warrant to
 purchase one common share at a combined purchase price of $ 300.00 to the institutional investors
 and $ 332.25 to the existing investor and director of the Company. The May 2024 Warrants have
 an exercise price of $ 316.50 per share, will become exercisable six months from the date
 of issuance and expire five years from the initial exercise date. In addition, the Company
 issued 333 placement agent warrants with the same terms as the May 2024 Warrants.

 The
prefunded warrants were exercised on August 7, 2024 – see note 15(b).

 The
fair value of the 16,352 May 2024 Warrants had a fair value of $ 2,020,207 using the Black-Scholes option price model, with the following
assumptions: share price - $ 177.00; exercise price - $ 316.50; expected life – 5.5 years; annualized volatility - 118 %; dividend
yield - 0 %; risk free rate – 4.71 %, non-marketability discount – 13.13 %.

 The
amount was credited to the warrant reserve at the date of the May 2024 Offering.

 F- 17

 Notes

 For

 (iii)

 The
 Company issued the following shares during the year ended July 31, 2025:

 1.

 On
 September 12, 2024, the Company completed a registered direct offering for the purchase and sale of 82,166 common shares of the Company
 at an offering price of $ 103.50 per share, for aggregate gross proceeds of approximately $ 8.5 million before deducting placement
 agent fees and other offering expenses (the "September 2024 Offering").

 In
connection with the September 2024 Offering, the Company issued 4,108 placement agent warrants with an exercise price of $ 129.40 per
share. These placement agent warrants are exercisable beginning on March 11, 2025, and expire five years from the date of issuance. The
fair value of the broker warrants was determined to be $ 247,800 using the Black-Scholes option pricing model, with the following assumptions:
share price - $ 94.50; exercise price - $ 129.40; expected life – 5 years; annualized volatility - 109 %; dividend yield - 0 %; risk-free
rate – 3.469 %, non-marketability discount – 16.38 %.

 The
amount was credited to the warrant reserve at the date of the September 2024 Offering.

 2.

 On
 October 2, 2024, the Company closed a registered direct offering for the purchase and sale of 34,190 common shares of the Company
 and warrants to purchase up to an aggregate of 34,190 common shares of the Company for aggregate gross proceeds of $ 5 million before
 deducting placement agent fees and other offering expenses (the "October 2024 Offering"). Each common share was sold
 together with one warrant to purchase one common share at a combined purchase price of $ 146.30. The warrants have an exercise price
 of $ 127.50 per share, and are immediately exercisable, and expire five years from the date of issuance ("October 2024 Warrants").

 In
connection with the October 2024 Offering, the Company issued 1,709 placement agent warrants. The placement agent warrants are immediately
exercisable at an exercise price of $ 182.80 per share and expire five years from the date of issuance.

 The
fair value of the 34,190 October 2024 Warrants was determined to be $ 2,211,266 (gross, before deducting share issuance costs) using the
Black-Scholes option pricing model, with the following assumptions: share price - $ 81.00; exercise price - $ 127.50; expected life –
 5 years; annualized volatility - 121 %; dividend yield - 0 %; risk-free rate – 3.553 %.

 The
fair value of the 1,709 placement agent warrants was determined to be $ 204,128 using the Black-Scholes option pricing model, with the
following assumptions: share price - $ 151.50; exercise price - $ 182.80; expected life – 5 years; annualized volatility - 112 %;
dividend yield - 0 %; risk-free rate – 3.561 %.

 The
amounts were credited to the warrant reserve at the date of the October 2024 Offering.

 3.

 On
 December 13, 2024, the Company closed a public offering for the purchase and sale of 49,333 common shares of the Company and warrants
 to purchase up to an aggregate of 49,333 common shares of the Company for aggregate gross proceeds of approximately $ 5.55 million
 before deducting underwriting discounts, commissions, and other offering expenses (the "December 2024 Offering"). Each
 common share was sold together with one warrant to purchase one common share at a combined purchase price of $ 112.50. The warrants
 have an exercise price of $ 140.60 per share, and are immediately exercisable, and expire five years from the date of issuance ("December
 2024 Warrants").

 In
connection with the December 2024 Offering, the Company issued 2,466 agent warrants. The agent warrants are immediately exercisable at
an exercise price of $ 140.60 per share and expire five years from the date of issuance.

 The
fair value of the 49,333 December 2024 Warrants was determined to be $ 2,327,089 (gross, before deducting share issuance costs) using
the Black-Scholes option pricing model, with the following assumptions: share price - $ 66.00; exercise price - $ 140.60; expected life
– 5 years; annualized volatility - 111 %; dividend yield - 0 %; risk-free rate – 4.133 %.

 The
fair value of the 2,466 agent warrants was determined to be $ 188,252 using the Black-Scholes option pricing model, with the following
assumptions: share price - $ 99.00; exercise price - $ 140.60; expected life – 5 years; annualized volatility - 111 %; dividend yield
- 0 %; risk-free rate – 4.133 %.

 The
amounts were credited to the warrant reserve at the date of the December 2024 Offering.

 F- 18

 Notes

 For

 4.

 On
 February 5, 2025, the Company closed a public offering for the purchase and sale of 76,250 common shares of the Company at an offering
 price of $ 40.00 per share, for aggregate gross proceeds of approximately $ 3.05 million before deducting placement agent fees and
 other offering expenses (the "February 2025 Offering").

 In
connection with the February 2025 Offering, the Company issued 3,812 placement agent warrants with an exercise price of $ 50.00 per share.
These placement agent warrants are immediately exercisable and expire five years from the date of issuance. The fair value of the broker
warrants was determined to be $ 156,130 using the Black-Scholes option-pricing model, with the following assumptions: share price –
$ 50.40; exercise price – $ 50.00; expected life – 5 years; annualized volatility – 112 %; dividend yield – 0 %;
risk-free rate – 4.37 %.

 The
amount was credited to the warrant reserve at the date of the February 2025 Offering.

 5.

 On
 April 28, 2025, the Company closed an underwritten public offering for the purchase and sale of 306,665 units for aggregate gross
 proceeds of approximately $ 13.8 million before deducting underwriting discounts, commissions, and other offering expenses (the "April
 2025 Offering"). Of those units, 240,595 were "regular" units, each consisting of one common share and one five-year
 publicly traded warrant at a combined purchase price of $ 45.00 per unit, and 66,070 were "pre-funded" units, each consisting
 of one pre-funded warrant (at a $ 0.001 strike) and one five-year publicly traded warrant at a combined purchase price of $ 44.99 per
 unit. All warrants have an exercise price of $ 52.50 per share, are immediately exercisable, and expire five years from the date of
 issuance ("April 2025 Warrants"). The April 2025 Warrants trade on the NASDAQ under the symbol "BCTXZ." As
 of July 31, 2025, all the pre-funded warrants were exercised.

 In
connection with the April 2025 Offering, the Company issued 15,333 representative's warrants. The representative's warrants
are immediately exercisable at an exercise price of $ 56.25 per share and expire five years from the date of issuance.

 The
fair value of the 306,666 April 2025 Warrants was determined to be $ 5,666,620 (gross, before deducting share issuance costs) using the
Black-Scholes option pricing model, with the following assumptions: share price - $ 26.50; exercise price - $ 52.50; expected life –
 5 years; annualized volatility - 105 %; dividend yield - 0 %; risk-free rate – 3.885 %.

 6.

 On
 July 16, 2025, the Company closed a public offering for gross proceeds of approximately $ 15.0 million before deducting placement
 agent fees and other offering expenses (the "July 2025 Offering"). The offering consisted of 1,200,000 units, including
 1,077,500 common shares, 122,500 pre-funded warrants, and 1,200,000 five-year warrants to purchase one common share each at a combined
 purchase price of $ 12.50 per unit (or $ 12.49 per pre-funded unit). The warrants have an exercise price of $ 15.00 per share, are immediately
 exercisable, and expire five years from the date of issuance ("July 2025 Warrants"). As of July 31, 2025, all the pre-funded
 warrants were exercised.

 The
fair value of the 1,200,000 July 2025 Warrants was determined to be $ 6,460,348 using the Black-Scholes option pricing model, with the
following assumptions: share price – $ 7.10; exercise price – $ 15.00; expected life – 5 years; annualized volatility
– 118 %; dividend yield – 0 %; risk-free rate – 3.99 %.

 The
amount was credited to the warrant reserve at the date of the July 2025 Offering.

 7.

 the year ended July 31, 2025, a total of 6,437 October 2024 Warrants with an exercise price of $ 127.50 were exercised, generating
 gross proceeds of $ 821,015. The Company issued 6,437 common shares in respect of these warrant exercises.

 c.
Share Purchase Warrants

 A
summary of changes in share purchase warrants for the years ending July 31, 2025 and 2024 is presented below:

 SCHEDULE OF CHANGES IN WARRANTS

of options

 exercise
 price (*)

 Balance, July 31, 2023

 54,144

 $
 863.18

 Granted in the May 2024
 Offering

 16,019

 316.50

 Balance, July 31, 2024

 70,163

 $
 738.36

 Exercised

 ( 6,437
)

 127.50

 Granted in the October

 34,190

 127.50

 Granted in the December

 49,333

 140.63

 Granted in the April 2025
 Offering

 306,665

 52.50

 Granted
 in the July 2025 Offering

 1,200,000

 15.00

 Balance, July 31, 2025

 1,653,914

 $
 58.27

 (*)

 See
 note 7(a).

 F- 19

 Notes

 For

 NOTE
9: SHAREHOLDERS' EQUITY (Cont.)

 As
of July 31, 2025, warrants outstanding were as follows:

 SCHEDULE OF WARRANTS OUTSTANDING

 of

 Price

 Exercisable
 At

 Expiry
 Date

 (*) 346

 $
 588.62

 November 16, 2025

 (*) 25,978

 $
 796.88

 25,978

 February 26, 2026 – April 26, 2026

 (*) 27,820

 $
 928.50

 27,820

 December 7, 2026

 16,019

 $
 316.50

 16,019

 November 17, 2029

 27,753

 $
 127.50

 27,753

 October 2, 2029

 49,333

 $
 140.63

 49,333

 December 12, 2029

 306,665

 $
 52.50

 306,665

 April 28, 2030

 1,200,000

 $

 1,200,000

 July 15, 2030

 1,653,914

 1,653,914

 (*)

 Briacell
 Legacy Warrants – see note 1(d) and note 7(a)

 d)
Compensation Warrants

 A
summary of changes in compensation warrants for the years ended July 31, 2025 and 2024 is presented below:

 SUMMARY OF CHANGES IN WARRANTS

 of
 warrants

 exercise
 price (*)

 Balance, July 31, 2023

 843.52

 Granted in the May 2024
 Offering

 348.00

 Balance, July 31, 2024

 587.30

 Granted in the September

 4,108

 129.38

 Granted in the October

 1,709

 182.81

 Granted in the December

 2,466

 140.63

 Granted in the February
 2025 Offering

 3,812

 50.00

 Granted
 in the April 2025 Offering

 15,333

 52.50

 Balance, July 31, 2025

 28,072

 $
 91.35

 (*)

 See
 note 7(a).

 As
of July 31, 2025, compensation warrants outstanding were as follows:

 SCHEDULE OF WARRANTS OUTSTANDING

 of

 Price

 Exercisable
 At

 Expiry
 Date

 (*) 34

 $
 588.62

 November 16, 2025

 (*) 113

 $
 796.88

 February 26, 2026

 (*) 164

 $
 928.50

 June 7, 2026

 $
 348.00

 May 17, 2029

 4,108

 $
 129.38

 4,108

 September 12, 2029

 1,709

 $
 182.81

 1,709

 October 2, 2029

 2,466

 $
 140.63

 2,466

 December 12, 2029

 3,812

 $
 50.00

 3,812

 February 5, 2030

 15,333

 $
 56.50

 15,333

 April 28, 2030

 28,072

 28,072

 (*)

 Briacell
 Legacy Warrants – see note 1(d) and note 7(a)

 F- 20

 Notes

 For

 NOTE
9: SHAREHOLDERS' EQUITY (Cont.)

 e)
 Warrant liability continuity

 (i)

 The
 following table presents the summary of the changes in the fair value of the warrants recorded as a liability on the Balance Sheet
 (*):

 SCHEDULE OF CHANGE IN FAIR VALUE OF WARRANTS

 liability

 Balance as of July 31, 2023

 29,139,301

 Fair value of BriaPro Warrant Shares at
 Effective Date (note 1(e))

 199,207

 Change in fair value
 during the year

 ( 28,242,472
)

 Balance as of July
 31, 2024

 $

 Change in fair value
 during the year

 ( 758,364
)

 Balance as of July

 $

 (*)

 Certain
 warrants were issued prior to August 1, 2022 in respect of public offerings and private placements that contain terms that require
 the warrants to be recorded as a liability at fair value under US GAAP. As a result, these warrants are valued at the end of each
 reporting period. For the year ended July 31, 2025, the Company recorded a gain on the revaluation of the total warrant liability
 of $ 758,364 in the consolidated statements of operations and comprehensive loss.

 The
 key inputs used in the valuation of the of the warrant as of July 31, 2025 and at July 31, 2024 and on the issuance dates, were as
 follows:

OF VALUATION OF PUBLIC OFFERING BROKER WARRANTS

 February
 26,
 2021
 (Issuance

 date)

 April
 12,
 2021
 (Issuance

 date)

 July
 31,
 2025

 July
 31,
 2024

 Share price

 $

 $

 $
 7.50

 $
 112.50

 Exercise price

 $
 796.88

 $
 796.88

 796.88 - 928.50

 $
 796.88 - 928.50

 Expected life (years)

 5.00

 5.00

 0.57 - 1.35

 1.57 - 2.35

 Volatility

 %

 %

 157 - 209
 %

 77 - 79
 %

 Dividend yield

 %

 %

 %

 %

 Risk free rate

 0.88
 %

 0.97
 %

 4.10
 %

 4.27
 %

 F- 21

 Notes

 For

 NOTE
9: SHAREHOLDERS' EQUITY (Cont.)

 The
key inputs used in the valuation of the of the BriaPro Warrant Shares as of July 31, 2025 were as follows:

OF BRIA PRO WARRANTS

 August 31,

 July, 31

 2023

 2025

 (Effective
 Date)

 Share price

 $
 0.0365

 $
 0.0365

 Exercise price

 $
 0.0206 - 0.0308

 $
 0.0206 - 0.0308

 Expected life (years)

 0.30 - 1.35

 2.21 - 3.27

 Volatility

 157 - 209
 %

 %

 Dividend yield

 %

 %

 Risk free rate

 2.68 - 2.74
 %

 4.40
 %

 NOTE
10: SHARE-BASED COMPENSATION

 On
August 2, 2022, the Company approved an omnibus equity incentive plan ("Omnibus Plan"), which will permit the Company to
grant incentive stock options, preferred share units, restricted share units ("RSU's"), and deferred share units (collectively,
the "Awards") for the benefit of any employee, officer, director, or consultant of the Company or any subsidiary of the Company.
The maximum number of shares available for issuance under the Omnibus Plan shall not exceed 15 % of the issued and outstanding Shares,
from time to time, less the number of Shares reserved for issuance under all other security-based compensation arrangements of the Company,
including the existing Stock Option Plan. On February 9, 2023, the Omnibus Plan was approved by the shareholders.

 a.
The following table summarizes the number of options granted under the Stock Option Plan for the year ended July 31, 2025 and related
information:

 SUMMARY OF NUMBER OF OPTIONS GRANTED

 of
 options

 exercise

price (*)

 remaining
 contractual
 term
 (in
 years)

 Aggregate
 intrinsic
 value

 Balance as of July 31, 2023 and 2024

 14,183

 $
 923.53

 2.52

 $
 -

 Granted (i)

 60.00

 4.45

 -

 Forfeited

 ( 1,265
)

 978.16

 Balance as of July 31, 2025

 13,251

 896.61

 1.62

 -

 Exercisable as of July 31, 2024

 13,152

 $
 924.60

 2.41

 $
 -

 Exercisable as of July 31, 2025

 13,251

 $
 896.61

 1.62

 $
 -

 (i)

 On
 January 16, 2025, the Company granted 333 stock options to a consultant at an exercise price of $ 60.00 per share. All options vested
 in full on April 16, 2025. The options expire on January 16, 2030. The grant-date fair value of the award was $ 16,242.

 (ii)

 The
 weighted-average grant date per-share fair value of stock options granted during 2025 and 2024 was $ 48.77 and $ nil respectively.
 As of July 31, 2025, there are $ nil of total unrecognized costs related to share-based compensation, as all costs have been fully
 recognized.

 (*)

 certain
 options are exercisable in Canadian dollars and translated to US Dollars at year end.

 F- 22

 Notes

 For

 NOTE
10: SHARE-BASED COMPENSATION (Cont.)

 b.
The following table lists the inputs to the Black-Scholes option-pricing model used for the fair value measurement of equity-settled
share options for the above Options Plans granted for the years 2025 and 2024:

OF FAIR VALUE MEASUREMENT OF EQUITY - SETTLED SHARE OPTIONS

 Year

 2025

 2024(*)

 Dividend yield

 0.00
 %

 n/a

 Expected volatility of the share prices

 %

 n/a

 Risk-free interest rate

 4.45
 %

 n/a

 Expected term (in years)

 5.0

 n/a

 (*)

 There
 were no options grants during the year end July 31, 2024.

 c.
The following table summarizes information about the Company's outstanding and exercisable options granted to employees as of July

OF OUTSTANDING AND EXERCISABLE OPTIONS

 price

 Options
 as
 of
 July

 remaining
 contractual
 term
 (years)

 Options
 exercisable

 as of
 July

 remaining
 contractual
 term
 (years)

 Expiry
 Date

 $
 60.00

 4.45

 4.45

 January 16, 2030

 $
 904.50

 2,663

 2.89

 2,663

 2.89

 June 20, 2028

 $
 1,074.00

 2.58

 2.58

 February 27, 2028

 $

 1,195

 2.01

 1,195

 2.01

 August 02, 2027

 $
 706.50

 1.81

 1.81

 May 20, 2027

 $
 1,126.50

 1,000

 1.54

 1,000

 1.54

 February 16, 2027

 $
 1,270.50

 3,160

 1.45

 3,160

 1.45

 January 13, 2027

 $
 1,074.83

 1.25

 1.25

 November 01, 2026

 $
 636.00

 0.72

 0.72

 April 19, 2026

 $
 636.00

 4,077

 0.66

 4,077

 0.66

 March 29, 2026

 13,251

 13,251

 d.
As result of the Arrangement, 2,131,400 BriaPro Options were issued and are outstanding as of July 31, 2025:

 SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

 Price

 Options
 as
 of
 July 31,
 2025

 Options
 exercisable
 as
 of
 July 31,
 2025

 Expiry
 Date

 $
 0.0933

 440,000

 440,000

 June 20, 2028

 $
 0.1108

 21,000

 21,000

 February 27, 2028

 $
 0.0984

 180,100

 180,100

 August 02, 2027

 $
 0.0729

 31,000

 31,000

 May 20, 2027

 $
 0.1162

 150,000

 150,000

 February 16, 2027

 $
 0.1310

 524,700

 524,700

 January 13, 2027

 $
 0.1165

 12,600

 12,600

 November 01, 2026

 $
 0.0888

 100,000

 100,000

 September 01, 2026

 $
 0.0656

 60,000

 60,000

 April 19, 2026

 $
 0.0656

 612,000

 612,000

 March 29, 2026

 2,131,400

 2,131,400

 F- 23

 Notes

 For

 NOTE
10: SHARE-BASED COMPENSATION (Cont.)

 e.
Restricted Share Units

 The
following table summarizes the number of RSU's granted to directors under the Omnibus Plan for year ended July 31, 2025:

 SCHEDULE OF RESTRICTED STOCK UNITS GRANTED

 Number of

 RSU's

 Aggregate

 intrinsic
 value

 Balance,
 July 31, 2024

 $
 14,400

 Granted (i)

 6,166

 370,000

 Exercised(ii)

 ( 6,294
)

 ( 384,000
)

 Balance,

 -

 $
 -

 (i)

 On
 January 16, 2025, the Company granted 5,833 RSU's to the Chief Executive Officer ("CEO")
 as compensation for deferred salary, with immediate vesting. The fair value of these RSUs
 was $ 350,000, offsetting previously accrued compensation owed to the CEO.

 Additionally,
 on the same date, the Company granted 333
 RSUs to a consultant, which fully vested on April 16, 2025. The fair value of these RSUs was $ 20,000.

 (ii)

 All
 RSUs outstanding were exercised on July 13, 2025. As a result, no RSUs remained outstanding as of July 31, 2025.

 f.
The total share-based compensation expense related to all of the Company's equity-based awards, recognized for the years ended
July 31, 2025 and 2024 is comprised as follows:

 SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES

 Year

 2025

 2024

 Research and development expenses

 $
 120,050

 $
 734,986

 General and administrative

 656,829

 1,069,092

 Total
 share-based compensation

 $
 776,879

 $
 1,804,078

 NOTE
11: TAXES ON INCOME

 a.
Components of income taxes excluding cumulative effects of changes in accounting principles, other comprehensive income, and equity in
net results of affiliated companies accounted for after-tax for the years ended July 31 were as follows:

 b.
The Company recorded loss before taxes on income as follows:

OF LOSS BEFORE TAXES ON INCOME

 2025

 2024

 Year

 2025

 2024

 Domestic

 $
 ( 23,999,920
)

 $
 23,946,952
)

 Foreign

 ( 2,556,220
)

 ( 28,878,500
)

 Loss before taxes on
 income

 $
)

 $
)

 F- 24

 Notes

 For

 NOTE
11: TAXES ON INCOME (Cont.)

 c.
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27 % (2024 - 27 %) to the effective tax
rate is as follows:

OF EFFECTIVE INCOME TAX

 2025

 2024

 Year

 2025

 2024

 Net loss before recovery of income
 taxes

 $
)

 $
)

 Expected income tax (recovery) expense

 ( 7,170,160
)

 ( 1,331,518
)

 Tax rate changes and effect of taxes of subsidiaries
 at foreign rates

 1,448,710

 1,467,021

 Share-based compensation and other non-deductible

 240,070

 1,697,204

 Share issuance cost booked directly to equity

 ( 375,750

)

 -

 Adjustments in respect of prior periods

 868,490

 -

 R&D Credits

 ( 1,284,010
)

 ( 3,903,153
)

 Effect of spin-out transaction

 -

 ( 297,781
)

 Valuation allowance

 6,272,650

 2,368,228

 Income tax (recovery)

 $
 -

 $
 -

 d.
The Company had no income tax expense for the years ended July 31, 2025, and 2024, due to its history of operating losses and
valuation allowances.

 e.
Significant components of the Company's deferred tax assets are as follows:

OF DEFERRED TAX ASSETS NET

 2025

 2024

 July
 31,

 2025

 2024

 Deferred Tax Assets:

 Property and
 equipment

 $

 Marketable Securities

 11,760

 15,678

 Intellectual property

 260,860

 256,741

 Warrant liability

 -

 -

 Share issuance costs

 310,230

 376,978

 Investment in BC Therapeutics

 44,650

 19,172

 Operating tax losses carried
 forward

 5,067,840

 4,850,799

 Operating tax losses carried
 forward- USA

 8,494,300

 5,545,125

 Research and Development

 14,240,640

 10,879,373

 Total deferred tax assets

 28,431,010

 21,944,597

 Valuation allowance

 ( 24,329,720
)

 ( 18,034,710
)

 Net deferred tax assets

 $
 4,101,290

 $
 3,909,887

 Deferred Tax Liability:

 Intellectual Property

 $
 -

 $
 -

 Warrant liability

 ( 4,053,520
)

 ( 3,848,762
)

 Property,
 plant, and equipment

 ( 47,770
)

 ( 61,125

 Total net deferred tax liabilities

 ( 4,101,290
)

 ( 3,909,887
)

 Valuation allowance

 -

 -

 Net deferred tax assets
 (liabilities)

 $
 -

 $
 -

 f.

 The Company has net deferred tax assets relating
primarily to net operating loss ("NOL") carryforwards, research and development, and share issuance costs. Subject to
certain limitations, the Company may use these deferred tax assets to offset taxable income in future periods. Due to the
Company's history of losses and uncertainty regarding future earnings, a full valuation allowance has been recorded against
the Company's deferred tax assets, as it is more likely than not that such assets will not be realized. The net change in the
total valuation allowance for the year ended July 31, 2025, was $ 1,792,500.

 F- 25

 Notes

 For

 NOTE
11: TAXES ON INCOME (Cont.)

 At
July 31, 2025, the Company had US federal NOL carryforwards of approximately $ 40,450,000. The federal net operating losses have expiry
periods ranging between 2033 and indefinitely. The Company also has Canadian net operating loss carryovers of approximately $ 18,770,000
as of July 31, 2025. The Canadian net operating losses have expiry periods ranging between 2035 and 2045.

 The
Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that
the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained
upon examination based on the technical merits of the position. For the year ended July 31, 2025, the Company had no material unrecognized
tax benefits, and based on the information currently available, no significant changes in unrecognized tax benefits are expected in the
next 12 months.

 The Company's policy is to recognize interest and penalties related to uncertain tax positions as income tax
expense. The Company has no accruals for interest or penalties on its accompanying consolidated balance sheets as of July 31, 2025, and
2024, and has not recognized interest or penalties in the consolidated statements of operations for the years ended July 31, 2025, and
2024.

 NOTE
12: RELATED PARTY TRANSACTIONS AND BALANCES

 Parties
are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making operating and financial decisions. This would include the Company's senior management,
who are considered to be key management personnel by the Company. Parties are also related if they are subject to common control or significant
influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when
there is a transfer of resources or obligations between related parties.

 a.
The following related party salaries and directors' fees are included in the consolidated statements of operations and comprehensive
loss:

OF RELATED PARTY BALANCES

 2025

 2024

 Year

 2025

 2024

 Directors (*)

 $
 892,005

 $
 534,861

 Officers (**)

 2,187,680

 2,075,492

 Due from related party

 $
 3,079,685

 $
 2,610,353

 (*)

 Excludes
 the CEO who is a director

 (**)

 the CEO who is also a director

 b.
The following related party balances are included in the consolidated balance sheets:

 2025

 2024

 July
 31,

 2025

 2024

 Directors (*)

 $
 34,009

 $
 153,852

 Officers (**)

 85,000

 319,478

 Related
 party, balance

 $
 119,009

 $
 473,330

 (*)

 Excludes
 the CEO who is a director

 (**)

 the CEO who is also a director

 NOTE
13: FINANCIAL INCOME, NET

OF FINANCIAL INCOME (EXPENSES), NET

 2025

 2024

 Year

 2025

 2024

 Interest income

 $
 119,958

 $
 288,018

 Unrealized gain on short-term investments

 56,473

 -

 Interest Expense

 ( 36,979
)

 -

 Foreign exchange gain
 (loss)

 ( 24,941
)

 ( 25,452
)

 Financial income
 (expenses), net

 $
 114,511

 $
 262,566

 F- 26

 Notes

 For

 NOTE
14: BASIC AND DILUTED NET LOSS PER SHARE

 Basic
net loss per ordinary share is computed by dividing net loss for each reporting period by the weighted-average number of ordinary shares
outstanding during each period. Diluted net loss per ordinary share is computed by dividing net loss for each reporting period by the
weighted average number of ordinary shares outstanding during the period, plus dilutive potential ordinary shares considered outstanding
during the period, in accordance with ASC No. 260-10 "Earnings Per Share". The Company experienced a loss in the year ended
July 31, 2025 and 2024; hence all potentially dilutive ordinary shares were excluded due to their anti-dilutive effect.

OF BASIC AND DILUTED NET LOSS PER SHARE

 2025

 2024

 Year

 2025

 2024

 Numerator:

 Net
 loss available to shareholders of ordinary shares

 ( 26,311,867
)

 ( 4,791,466
)

 Denominator:

 Shares
 used in computing net loss per ordinary shares, basic and diluted

 423,114

 109,699

 NOTE
15: SUBSEQUENT EVENTS

 (i)

 On
 August 1, 2025, the Company granted 65,936 performance base restricted share units to the CEO, CFO, COO and VP Research. The performance
 milestones relate to the achievement of certain objectives as set out by the board of directors. On the same day, the Company granted
 37,700 stock options to certain employees and scientific advisory board members. The stock options have an exercise price of $ 12.50,
 vest quarterly over 2 years, and expire 5 years from the grant date.

 (ii)

 On September 25, 2025, the Company granted 100,000 PSU's to the chairman, linked to the milestones of the CEO and CMO and on the
same day, the Company granted 40,000 RSU's to the non-executive directors. The RSU's best in three years from the date of
issuance.

 (iii)

 On August 25, 2025, the Company was awarded a non-dilutive research grant of approximately US$ 2.05 million from the U.S. National Cancer
Institute (NCI) to advance the clinical development of Bria-PROS+, the Company's personalized off-the-shelf immunotherapy
for prostate cancer. The grant will fund the completion of manufacturing of Bria-PROS+ clinical supply and support the upcoming
Phase 1/2a clinical trial in metastatic prostate cancer.

 F- 27