Form 8-K

8-K — BriaCell Therapeutics Corp.

Accession: 0001493152-26-026953

Filed: 2026-06-03

Period: 2026-05-31

CIK: 0001610820

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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GRAPHIC (ex5-1_002.jpg)

GRAPHIC (ex5-1_003.jpg)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-2_001.jpg)

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2026-05-31

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 31, 2026

BRIACELL

THERAPEUTICS CORP.

(Exact

name of registrant as specified in its charter)

British

Columbia A1

47-1099599

(State

or other jurisdiction

incorporation or organization)

(I.R.S.

Employer

Identification

No.)

Suite

300 - 235 15th 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)

Commission

File No. 001-40101

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered under Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Shares, no par value

BCTX

The

Nasdaq Stock Market LLC

Warrants

to purchase common shares, no par value

BCTXL

and BCTXZ

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

May 31, 2026, BriaCell Therapeutics Corp. (the “Company”) entered into a Placement Agency Agreement (the “Agreement”)

with ThinkEquity LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors,

in a best efforts offering (the “Offering”), an aggregate of 1,449,300 common shares of the Company at an offering price

of $3.25 per common share.

The

Offering closed on June 2, 2025. The Company received gross proceeds of $4.71 million in connection with the Offering, before deducting

Placement Agent fees and other Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering

for working capital requirements, general corporate purposes, and the advancement of business objectives.

The

1,449,300 common shares sold in the Offering were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-276650),

which was filed with the Securities and Exchange Commission (the “Commission”) on January 22, 2024, and was declared effective

by the Commission on January 31, 2024. A prospectus supplement and the accompanying prospectus relating to the Offering have been filed

with the Commission.

part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 7.5% of the

aggregate gross proceeds and also issued to the Placement Agent warrants to purchase 72,465 common shares (the “Placement Agent

Warrants”). The Placement Agent Warrants are exercisable upon issuance, expire five years from the date of the Agreement, and have

an exercise price of $4.0625 per common share. The Placement Agent Warrants, and the common shares issuable upon exercise thereof, were

issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions

not involving a public offering.

The

representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement.

In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the

Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed

as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations

and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be

any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or other jurisdiction.

The

foregoing descriptions of the Placement Agent Warrants and Agreement are not complete and are qualified in their entirety by references

to the full text of the form of Placement Agent Warrant and Agreement which are filed as Exhibit 4.1 and Exhibit 10.1, respectively,

to this Current Report on Form 8-K and are incorporated herein by reference.

The

Canadian legal opinion, including the related consent, of Bennett Jones LLP relating to the issuance and sale of the common shares is

filed as Exhibit 5.1 hereto.

Item

3.02 Unregistered Sales of Equity Securities.

The

disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the Placement Agent Warrants and the shares issuable thereunder

are hereby incorporated by reference.

Item

8.01 Other Events.

May 31, 2026, the Company issued a press release announcing the pricing of the Offering.

June 2, 2026, the Company issued a press release announcing the closing of the Offering.

Copies

of the press releases are attached as Exhibits 99.1 and 99.2 respectively, to this Current Report on Form 8-K and are incorporated herein

by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Placement Agent Warrant

5.1

Opinion of Bennett Jones LLP

10.1

Placement Agency Agreement

23.1

Consent of Bennett Jones LLP (included in Exhibit 5.1)

99.1

Pricing Press Release dated May 31, 2026

99.2

Closing Press Release dated June 2, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

BRIACELL

THERAPEUTICS CORP.

/s/

William V. Williams

June

2, 2026

William

V. Williams

President

and Chief Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

FORM

OF PLACEMENT AGENT’S WARRANT

BRIACELL

THERAPEUTICS CORP.

Warrant

Shares: _____

Initial

Exercise Date: June 2, 2026

THIS

WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, ________ or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after June 2, 2026 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A),

prior to 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”)

but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”),

up to ____ Common Shares, without par value per share, of the Company (the “Warrant Shares”), as subject to adjustment

hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated

in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Shares” means the common shares of the Company, no par value per share, and any other class of securities into which such securities

may hereafter be reclassified or changed.

“Common

Share Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire

at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Effective

Date” means May 31, 2026.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading

Day” means a day on which the Nasdaq Capital Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the

date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York

Stock Exchange (or any successors to any of the foregoing).

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed

or quoted on a Trading Market, the daily volume weighted average price by total trading volume of the Common Shares for such date (or

the nearest preceding date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P.

(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading

Market, the volume weighted average price by total trading volume of a Common Share for such date (or the nearest preceding date) on

the OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for trading on the OTCQB or OTCQX and if prices

for Common Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per Common Share so reported, or (d) in all other

cases, the fair market value of the Common Shares as determined by an independent appraiser selected in good faith by the Holder and

reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Section

2. Exercise.

Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial

Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may

designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly

executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within one (1) Trading Day following the

date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice

of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified

in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything

herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased

all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this

Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company.

Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall

have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number

of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the

date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt

of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions

of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase

hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per Common Share under this Warrant shall be US$4.0625, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s

check, at the election of the Holder this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless

exercise” in which the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing

[(A-B) (X)] by (A), where:

(A)

applicable: (i) the VWAP for the five Trading Days immediately preceding the date of the applicable Notice of Exercise if such Notice

of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed

and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined

in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the VWAP for the five

Trading Days immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close

of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP for the five Trading Days

immediately preceding the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of

Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on

such Trading Day;

(B)

the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with Section

3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the

holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to

take any position contrary to this Section 2(c).

Notwithstanding

anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant

to this Section 2(c).

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations

pursuant to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior to the Warrant Share Delivery Date (as

defined below), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of

the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address

specified by the Holder in the Notice of Exercise by the date that is one (1) Trading Day after the delivery to the Company of the Notice

of Exercise (such date, the “Warrant Share Delivery Date”). If the Warrant Shares can be delivered via DWAC, the transfer

agent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation required by it to

deliver such Warrant Shares without legend (subject to receipt by the Company of reasonable back up documentation from the Holder, including

with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date, the transfer

agent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of the Holder to provide

a confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended Warrant Shares upon a cashless

exercise of this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule 144(b)(1)). The Warrant Shares shall be

deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder

of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise

Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior

to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject

to a Notice of Exercise by the Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as

liquidated damages and not as a penalty, for each US$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common

Shares on the date of the applicable Notice of Exercise), US$10 per Trading Day (increasing to US$20 per Trading Day on the second Trading

Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share Delivery

Date until such Warrant Shares are delivered or Holder rescinds such exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause its transfer agent to deliver to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date (for avoidance of doubt, other than any such failure that is due solely to any action or inaction

by the Holder), then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall

be required to return any Warrant Shares or Common Shares subject to any such rescinded exercise notice concurrently with the return

to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to

acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored

right).

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to an exercise on

or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market

transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Shares to deliver in satisfaction of a sale

by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the

Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage

commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares

that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell

order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the

Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed

rescinded) or deliver to the Holder the number of Common Shares that would have been issued had the Company timely complied with its

exercise and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase price of US$11,000

to cover a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation

of US$10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder US$1,000. The Holder

shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the

Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

viii.

Signature. This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder

in order to exercise this Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise this Warrant.

No additional legal opinion, other information or instructions shall be required of the Holder to exercise this Warrant. The Company

shall honor exercises of this Warrant and shall deliver Shares underlying this Warrant in accordance with the terms, conditions and time

periods set forth herein.

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on its Common Shares or any other equity or equity equivalent securities payable in Common Shares

(which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides

outstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse stock or share split) outstanding

Common Shares into a smaller number of shares, or (iv) issues by reclassification of Common Shares any shares of capital stock of the

Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common

Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number

of Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately

adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section

3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend

or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary

thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue

(or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Share Equivalents, at

an effective price per share less than the Exercise Price then in effect.

b) [RESERVED]

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, subject to the prior approval of the

TSX (as long as the Common Shares are listed for trading on the TSX), if at any time the Company grants, issues or sells any Common Share

Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Common

Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Common Shares acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,

or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the grant, issue or

sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right

would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such

Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such

Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other

than cash dividends) or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return

of capital or otherwise (including, without limitation, any distribution of shares or other securities, property or options by way of

a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon

complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of Common Shares are to be determined for the participation in such Distribution (provided,

however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in

the beneficial ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall

be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding

the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such

Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised

this Warrant.

e) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related

transactions effects any merger, amalgamation, arrangement or consolidation of the Company with or into another Person, (ii) the

Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or

substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender

offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are

permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of

50% or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects

any reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the

Common Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or

indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination

(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group

of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Shares (not including any Common

Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or

party to, such stock or share purchase agreement or other business combination) (each a “Fundamental

Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each

Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,

at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common

Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation or is otherwise the

continuing corporation, and any additional consideration (the “Alternate Consideration”) receivable by holders of

Common Shares as a result of such Fundamental Transaction for each Common Share for which this Warrant is exercisable immediately

prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For

purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate

Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting

the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as

to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as

to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company

shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions

of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the

Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the

Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in

form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor

Entity (or its parent entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant (without

regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which

applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Common

Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital

stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the

consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the

occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and

after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer

instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of

the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall

be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.

g) Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the

number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the

Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares, (C) the

Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares

of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection

with any reclassification of the Common Shares, any consolidation, merger, amalgamation or arrangement to which the Company is a

party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the

Common Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary

dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed a

notice to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days

prior to the applicable record or effective date hereinafter specified, stating (x) the date on which a record is to be taken for

the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which

the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be

determined or (y) the date on which such reclassification, consolidation, merger, amalgamation, arrangement, sale, transfer or share

exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Shares of

record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such

reclassification, consolidation, merger, amalgamation, arrangement, sale, transfer or share exchange; provided that the failure to

provide such notice or any defect therein shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the

Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current

Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. Subject to any applicable securities laws and the conditions set forth in Section 4(d), this Warrant and all

rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this

Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially

in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable

upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant

or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument

of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant

shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant

to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant

full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without

having a new Warrant issued.

Notwithstanding

the foregoing or anything to the contrary in this Warrant, so long as the Common Shares are listed on the Toronto Stock Exchange (the

“TSX”), this Warrant may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging,

short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to any person

other than an affiliate or employee (or an affiliate of such employee) of ThinkEquity LLC within the meaning of the policies of the TSX.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Registration Rights.

5.1. Demand Registration.

5.1.1

Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the

Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any

portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the

Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt

of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject

to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice

if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant

to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or

(ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered

by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration

may be made at any time beginning on the Initial Exercise Date and expiring on the fifth anniversary of the Effective Date. The Company

covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the

Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

5.1.2

Terms. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section

5.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to

represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause

the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably

requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities

in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State

or submit to general service of process in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their

shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted

under Section 5.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the

Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities. The Holders

shall only use the prospectuses provided by the Company to sell the Warrant Shares covered by such registration statement, and will immediately

cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due

to a material misstatement or omission. Notwithstanding the provisions of this Section 5.1.2, the Holder shall be entitled to a demand

registration under this Section 5.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary

of the date of the Placement Agency Agreement (as defined below) in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C).

5.2. “Piggy-Back” Registration.

5.2.1

Grant of Right. In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right,

for a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(g)(8)(D), to include the

Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction

contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however,

that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)

thereof shall, in its reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement

because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public

distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable

Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of

Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number

of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable

Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such

securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.

5.2.2

Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 5.2.1

hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders

to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company

shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the

proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement

filed by the Company during the two (2) year period following the Initial Exercise Date until such time as all of the Registrable Securities

have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for

herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration

statement. Except as otherwise provided in this Warrant, there shall be no limit on the number of times the Holder may request registration

under this Section 5.2.2; provided, however, that such registration rights shall terminate on the second anniversary of the Initial Exercise

Date.

5.3.

General Terms

5.3.1

Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration

statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section

20 (a) of the Exchange Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and

other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become

subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent

and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Placement Agent contained in Section

5.1 of the Placement Agency Agreement between the Placement Agent and the Company, dated as of May 31, 2026. The Holder(s) of the Registrable

Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify

the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses

reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the

Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors

or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions,

if any, contained in the Placement Agency Agreement pursuant to which the Placement Agent has agreed to indemnify the Company.

5.3.2

Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants

prior to or after the initial filing of any registration statement or the effectiveness thereof.

5.3.3

Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to

each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel

to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,

an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter

dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter

dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has

issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially

the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’

letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s

counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall

also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to

the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all

memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder

and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the

registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation

shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and

independent auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.

5.3.4

Placement Agency Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected

by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably

satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such

managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily

contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating

to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties

and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such

Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except

as they may relate to such Holders, their Warrant Shares and their intended methods of distribution.

5.3.5

Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to

the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security

holders.

5.3.6

Damages. Should the registration or the effectiveness thereof required by Sections 5.1 and 5.2 hereof be delayed by the Company

or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available

to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened

breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity

of posting bond or other security.

Section

6. Miscellaneous.

a) No

Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any

voting rights, dividends or other rights as a shareholder of the Company prior to the exercise

hereof as set forth in Section 2(d)(i).

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt

by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction

or mutilation of this Warrant or any certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,

in the case of the Warrant, shall not include the posting of any bond), and upon surrender

and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,

in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or

the expiration of any right required or granted herein shall not be a Trading Day, then,

such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized

Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares

a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its notice of articles or articles or through any reorganization, transfer of assets, consolidation, merger, amalgamation, arrangement,

dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of

the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all

such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without

limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable

therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant

and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body

having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this

Warrant shall be determined in accordance with the provisions of the placement agency agreement,

dated May 31, 2026, by and between the Company and ThinkEquity LLC (the “Placement

Agency Agreement”).

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant,

if not registered, or otherwise able to be resold or transferred without restriction pursuant

to an exemption from registration under the Securities Act, and the Holder does not utilize

cashless exercise, will have restrictions upon resale imposed by state and federal securities

laws.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder

on the part of Holder shall operate as a waiver of such right or otherwise prejudice the

Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant

or the Placement Agency Agreement, if the Company willfully and knowingly fails to comply

with any provision of this Warrant, which results in any material damages to the Holder,

the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs

and expenses including, but not limited to, reasonable attorneys’ fees, including those

of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto

or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any notice, request or other document required or permitted to be given or delivered to the

Holder by the Company shall be delivered in accordance with the notice provisions of the

Placement Agency Agreement.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder

to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights

or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Shares or as a shareholder of the Company, whether such liability is

asserted by the Company or by creditors of the Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including

recovery of damages, will be entitled to specific performance of its rights under this Warrant.

The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees

to waive and not to assert the defense in any action for specific performance that a remedy

at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations

evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted

assigns of the Company and the successors and permitted assigns of Holder. The provisions

of this Warrant are intended to be for the benefit of any Holder from time to time of this

Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written

consent of the Company and the Holder.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as

to be effective and valid under applicable law, but if any provision of this Warrant shall

be prohibited by or invalid under applicable law, such provision shall be ineffective to

the extent of such prohibition or invalidity, without invalidating the remainder of such

provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not,

for any purpose, be deemed a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

BRIACELL

THERAPEUTICS CORP.

By:

Name:

Title:

NOTICE

OF EXERCISE

TO:

briacell

therapeutics corp.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

[ ]

in lawful money of the United States; or

[ ]

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please register and issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

(4)

Accredited Investor. If the Warrant is being exercised via cash exercise, the undersigned is an “accredited investor”

as defined in Regulation D promulgated under the Securities Act of 1933, as amended

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: _______________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________

Name

of Authorized Signatory: ___________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________

Date:

________________________________________________________________________________

ASSIGNMENT

FORM

(To

assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR

VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________

whose address is

_______________________________________________________________.

_______________________________________________________________

Dated:

______________, _______

Holder’s Signature:

Holder’s Address:

NOTE:

The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement

or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper

evidence of authority to assign the foregoing Warrant.

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

June

2, 2026

BriaCell

Therapeutics Corp.

235

15th Street, Suite 300

West

Vancouver, BC, V7T 2X1

Re:

BriaCell

Therapeutics Corp. -

Best

Efforts Offering of Common Shares

have acted as Canadian counsel to BriaCell Therapeutics Corp., a corporation organized under the laws of the Province of British Columbia

(the “Company”), in connection with the sale of 1,449,300 common shares (the “Common Shares”) in

the capital of the Company (the “Offering”).

understand that the Offering was made in the United States pursuant to the prospectus supplement, dated May 31, 2026 (the “Prospectus”),

to the prospectus included as part of a registration statement (the “Registration Statement”) on Form S-3 (No. 333-276650),

filed on January 22, 2024 by the Company and declared effective on January 31, 2024 by the Securities and Exchange Commission under the

Securities Act of 1933, as amended (the “Securities Act”). The Common Shares were sold and issued in accordance

with the terms of a placement agency agreement dated June 2, 2026 (the “Agency Agreement”) between ThinkEquity

LLC (the “Placement Agent”) and the Company.

are solicitors qualified to practice law in the provinces of Ontario, Alberta, and British Columbia and we express no opinion as to the

laws of any jurisdiction, or as to any matters governed by the laws of any jurisdiction, other than the laws of the provinces of Ontario,

Alberta, and British Columbia and the laws of Canada applicable therein. Notwithstanding the foregoing and our opinions set forth below,

we express no opinion with respect to the compliance or non-compliance with applicable privacy laws in connection with the issuance and

sale of the Common Shares.

counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents,

corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this

opinion and we are familiar with the proceedings taken and proposed to be taken by the Corporation in connection with the authorization,

issuance and sale of the Common Shares. In our examination, we have assumed the genuineness of all signatures; the legal capacity of

all signatories; the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents

submitted to us as copies; and the truthfulness and accuracy of the corporate records of the Company and of all certificates of public

officials and officers of the Company, not being aware of any reason why the addressees of this opinion would not be entitled to rely

on any of the certificates upon which we are relying in rendering this opinion.

Our

opinion is expressed with respect to the laws of the provinces of Ontario, Alberta, and British Columbia in effect on the date of this

opinion. We have no responsibility or obligation to: (i) update this opinion; (ii) take into account or inform the addressees or any

other person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express;

or (iii) advise the addressee or any other person of any other change in any matter addressed in this opinion. Nor do we have any responsibility

or obligation to consider the applicability or correctness of this opinion to any person other than the addressee.

June

2, 2026

Page

Where

our opinion expressed herein refers to Common Shares having been issued as being “fully-paid and non-assessable”, such opinion

assumes that all required consideration (in whatever form) has been paid or provided. No opinion is expressed as to the adequacy of any

consideration received.

Based

upon the foregoing, and subject to the foregoing qualifications, assumptions, and limitations and the further limitations set forth below,

we are of the opinion that:

The

Common Shares have been duly authorized for issuance and, when issued and paid for in accordance with the terms set forth in the

Agency Agreement, will be validly issued, fully paid and non-assessable common shares in the capital of the Company.

This

opinion relates exclusively to the transaction outlined above and is for the sole use and benefit of the persons to whom it is addressed.

Accordingly, this opinion or any copy hereof, may not be delivered to, or relied upon, by any other person or used in connection with

any other transaction without our prior written consent. This opinion is limited to the matters stated herein, and no opinion or belief

is implied or may be inferred beyond the matters expressly stated herein.

consent to the use of this opinion as an exhibit to the Current Report on Form 8-K to be filed by the Company with the SEC on June 2,

2026, and its incorporation by reference in the Registration Statement. We also hereby consent to the reference to our firm under the

caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category

of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

Yours

truly,

/s/

Bennett Jones LLP

Bennett

Jones LLP

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit 10.1

PLACEMENT

AGENCY AGREEMENT

between

BRIACELL

THERAPEUTICS CORP.

and

THINKEQUITY

LLC

BRIACELL

THERAPEUTICS CORP.

PLACEMENT

AGENCY AGREEMENT

New

York, New York

May 31, 2026

ThinkEquity

LLC

State Street, 41st Fl

New

York, NY 10004

Ladies

and Gentlemen:

This

Placement Agency Agreement (the “Agreement”) sets forth the terms upon which ThinkEquity LLC

(“ThinkEquity” or the “Placement Agent”) shall be engaged by BriaCell Therapeutics Corp., a

corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including,

without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries

or affiliates of BriaCell Therapeutics Corp., the “Company”), to act as the exclusive placement agent in

connection with the offering (hereinafter referred to as the “Offering”) of up to 1,449,300 common shares (the

“Shares”) of the Company, with no par value per common share (the “Common Shares”) and nil

pre-funded warrants (each a “Pre-Funded Warrant,” and in the aggregate, the “Pre-Funded

Warrants,” the Common Shares underlying the Pre-Funded Warrants, the “Warrant Shares,” and the Shares,

Pre-Funded Warrants, and Warrant Shares, the “Securities”), each to purchase one Common Share at an exercise

price of US$0.001 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the

certificate (the “Pre-Funded Warrant Certificate”) evidencing the Pre-Funded Warrants, the form of which is

attached hereto as Exhibit D, directly to various investors (each, an “Investor” and, collectively, the

“Investors”). The purchase price to the Investors for each Share is US$3.25 (the “Share Offering

Price”), and the purchase price to the Investors for each Pre-Funded Warrant is US$3.249. The Placement Agent may retain

other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.

1. Agreement

to Act as Placement Agent; Closing; Placement Agent Compensation.

1.1 On

the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions

of this Agreement between the Company and the Placement Agent, the Placement Agent is appointed as the Company’s exclusive placement

agent subject to the terms and conditions contained herein. On the basis of such representations and warranties and subject to such terms

and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good

faith and in a professional and businesslike manner and to use its commercially reasonable efforts to assist the Company in finding subscribers

of the Securities and to complete the Offering. The Placement Agent has no obligation to purchase any of the Securities. Unless sooner

terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination

Date or the Closing. The Offering will be made on a “reasonable best efforts” basis. The Placement Agent may retain other

brokers or dealers to act as sub- placement agents on its behalf in connection with the Offering, with any fees they may be entitled

to being paid out of the fee paid to the Placement Agent pursuant to Section 1.5.

1.2 Payment

of the aggregate purchase price paid by any and all Investors less the Cash Fee, and the other accountable expenses payable in accordance

with Section 3.10 of this Agreement (the “Purchase Price”) for, and delivery of, the Securities (the “Closing”)

shall be made at the offices of Cozen O’Connor LLP (“Placement Agent Counsel”), Bentall 5, 550 Burrard Street,

Suite 2501, Vancouver, British Columbia, V6C 2B5, Canada, or at such other place as shall be agreed upon by the Placement Agent and the

Company, at 10:00 a.m. (New York City time) on June 2, 2026 (such time and date of payment and delivery being herein called “Closing

Date”). The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which

banking institutions are authorized or obligated by law to close in New York, New York.

1.3 On

the Closing Date, (i) the Purchase Price will be released to the Company either (a) by the Placement Agent on behalf of each Investor

for the Securities to be issued and sold to such Investor at the Closing, by wire transfer of immediately available funds in accordance

with the flow of funds letter regarding the Closing, or (b) by the Investor wiring the Purchase Price to the Company by wire transfer

to an account designated in writing by the Company, and (ii) the Company shall (A) cause its transfer agent (together with any subsequent

transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities

Transfer Program, to credit such aggregate number of Shares that each Investor is purchasing as set forth in the flow of funds letter

regarding the Closing to either (a) the Placement Agent’s balance account with DTC through its Deposit/Withdrawal at Custodian

system, or (b) directly to the account of each Investor or its respective nominee(s), at the designated account with DTC as provided

on the flow of funds letter (if applicable) and (ii) the Pre-Funded Warrants shall be delivered to each Investor or to the Placement

Agent on behalf of the Investor. All actions taken at the Closing shall be deemed to have occurred simultaneously on the Closing Date.

Any Securities for which payment has not been received by the Company, to the extent they have been delivered to the Placement Agent

or any such Investor, shall be returned to the Company.

1.4 No

Securities which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or issued

and sold by the Company, until the appropriate corresponding number of Securities shall have been delivered to the Investors or the Placement

Agent against payment therefor. If the Company shall default in its obligations to deliver the Securities to the Investors or the Placement

Agent on behalf of such Investors as per such instructions, the Company shall indemnify and hold the Placement Agent harmless against

any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company.

1.5 As

compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the following:

1.5.1. A

cash fee (the “Cash Fee”) equal to 7.5% of the aggregate purchase price paid by the Investors and 3.75% of the aggregate

purchase price paid by the purchasers set forth in Schedule 4 (the “Company Investors”) in respect of the Securities

purchased at the Closing, which fees shall be deducted from the Purchase Price payable at Closing.

1.5.2. [RESERVED].

1.5.3. A

warrant to the Placement Agent and/or its designees (“Placement Agent’s Warrant”) for the purchase of 72,465

Common Shares (the “Placement Agent’s Warrant Shares”), representing 5% of the Shares and Common Shares issuable

upon exercise of the Pre-Funded Warrants purchased at the Closing, for an aggregate purchase price of US$100.00. The Placement Agent’s

Warrant agreement, in the form attached hereto as Exhibit E (the “Placement Agent’s Warrant Agreement”),

shall be exercisable, in whole or in part, immediately following the Closing and expiring on the five-year anniversary of the date hereof,

at an initial exercise price per Common Share of US$4.0625, which is equal to 125% of the Share Offering Price. The Placement Agent’s

Warrant Agreement and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Placement

Agent’s Securities”.

1.5.4. Delivery

of the Placement Agent’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such

authorized denominations as the Placement Agent may request.

1.6 The

Company hereby acknowledges that (i) the Offering, including the determination of the offering price of the Shares and any related discounts,

commissions and fees, shall be an arm’s-length commercial transaction between the Company and the Investors, (ii) the Placement

Agent will be acting as an independent contractor and will not be the agent or fiduciary of the Company or its shareholders, creditors,

employees, the Investors, the Other Investors or any other party, (iii) the Placement Agent shall not assume an advisory or fiduciary

responsibility in favor of the Company (irrespective of whether the Placement Agent has advised or is currently advising the Company

on other matters) and the Placement Agent shall not have any obligation to the Company with respect to the Offering, except as may be

set forth expressly herein, (iv) the Placement Agent and its Affiliates may be engaged in a broad range of transactions that involve

interests that differ from those of the Company and (v) the Placement Agent will not provide any legal, accounting, regulatory or tax

advice with respect to the Offering, and the Company shall consult its own legal, accounting, regulatory and tax advisors to the extent

it deems appropriate.

1.7 The

Company is and will be solely responsible for the contents of any and all written or oral communications provided to the Investors regarding

the Offering or the Securities; and the Company recognizes that the Placement Agent, in acting pursuant to this Agreement, will

be using information provided by the Company and its agents and the Placement Agent assumes no responsibility for, and may rely, without

independent verification, on the accuracy and completeness of any such information.

1.8 The

Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential

use of the Board of Directors of the Company (the “Board”) only and the Company will not, and will not permit any

third party to, disclose or otherwise refer to such advice or information, in any manner without the Placement Agent’s prior written

consent.

2. Representations

and Warranties of the Company. The Company represents and warrants to the Placement Agent as of the Applicable Time (as defined below),

as of the Closing Date, as follows:

2.1 Filing

of Registration Statement.

2.1.1. Pursuant

to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)

a “shelf” registration statement on Form S-3 (File No. 333- 276650), including any related prospectus or prospectuses, for

the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration

statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules

and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contains and will

contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations.

Except as the context may otherwise require, such registration statement on file with the Commission at any given time, including any

amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant

to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof

or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise

pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The

Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.”

If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the

term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement

was declared effective by the Commission on January 31, 2024.

The

prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called

the “Base Prospectus”. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus

as so supplemented) that described the Securities and the Offering and omitted the Rule 430B Information and that was used prior to the

filing of the final prospectus supplement referred to in the following paragraph is herein called the “Preliminary Prospectus”.

Promptly

after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement

to the Base Prospectus relating to the Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of

the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed

with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference

herein to the Base Prospectus, any Preliminary Prospectus, and the Prospectus shall be deemed to refer to and include the documents incorporated

by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.

“Applicable

Time” means 6:21 p.m., Eastern time, on the date of this Agreement.

“Canadian

Public Disclosure Documents” means all information filed by or on behalf of the Company since February 23, 2021 with the Canadian

Securities Regulators of the Provinces of British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia,

Ontario, Prince Edward Island, Québec, Saskatchewan, and the Territories of the Yukon, Northwest Territories and Nunavut, and

available for public viewing on SEDAR+.

“Canadian

Securities Laws” means collectively, all applicable securities laws in Canada and the respective rules and regulations made

thereunder, together with applicable multilateral or national instruments, orders, rulings, policies, rules and other regulatory instruments

issued or adopted (and published) by Canadian Securities Regulators.

“Canadian

Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in Canada;

“Disclosure

Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Preliminary Prospectus

if any, together with the pricing terms and other final terms of the Offering provided to Investors as set forth on Schedule 1

hereto, all considered together.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act

Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule

405 of the Securities Act Regulations) relating to the Securities that is (i) required to be filed with the Commission by the Company,

(ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be

filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description

of the Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with

the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer

General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to

prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide

Electronic Roadshow”)), as evidenced by its being specified in Schedule 2-A hereto.

“Issuer

Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing

Prospectus.

2.1.1. Registration

Pursuant to Section 12(b) of the Exchange Act. The Company has filed with the Commission registration statements on Form 8-A (File

Number 001-40101) providing for the registration pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), of the Common Shares and certain warrants to purchase Common Shares (the “Public Warrants”).

The registration of the Common Shares and the Public Warrants under the Exchange Act became effective prior to the date hereof. The Company

has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares or Public Warrants

under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.

2.1.2. [RESERVED].

2.2 Stock

Exchange Listing. The Company’s Common Shares and Public Warrants are listed on the Nasdaq Capital Market (the “Exchange”)

under the symbols “BCTX”, “BCTXL”, and “BCTXZ”, respectively. The Company’s Common Shares are

also listed on the Toronto Stock Exchange (the “TSX”) under the symbol “BCT”. The Common Shares issuable

pursuant to the Offering and the Placement Agent’s Warrant Shares have been conditionally approved for listing on the TSX, and

the Company has taken no action designed to, or likely to have the effect of, delisting either the Common Shares or the Public Warrants

from the Exchange or the TSX, as applicable, nor has the Company received any notification that the Exchange or the TSX is contemplating

terminating such listing or that the Company is out of compliance with the listing or maintenance requirements of the Exchange or the

TSX, except as described in the Registration Statement, the Disclosure Package and the Prospectus.

2.3 No

Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order

preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to

the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. None of the Canadian Securities

Regulators has issued an order ceasing or suspending trading in any securities of the Company, or ceasing or suspending trading by the

directors, officers or shareholders of the Company, or any of them, or prohibiting the trade or distribution of any of the securities

referred to herein (the “Cease Trade Order”) or has instituted or, to the Company’s knowledge, threatened to institute,

any proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission for additional

information.

2.4 Disclosures

in Registration Statement.

2.4.1. Compliance

with Securities Act and 10b-5 Representation.

(i) Each

of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective

date with respect to the Placement Agent pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in all

material respects with the requirements of the Securities Act and the Securities Act Regulations. The conditions for use of Form S-3,

set forth in the General Instructions thereto, including, but not limited to, General Instruction I.B.1 and other conditions related

to the offer and sale of the Securities, have been satisfied. The Prospectus, at the time each was or will be filed with the Commission,

complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each

Preliminary Prospectus and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all

material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered

to the Placement Agent for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted

copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T promulgated under the Securities

Act.

(ii) Neither

the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date contained,

contains, or will contain an untrue statement of a material fact or omitted, omits, or will omit to state a material fact required to

be stated therein or necessary to make the statements therein not misleading.

(iii) The

Disclosure Package, as of the Applicable Time, at the Closing Date, did not, does not and will not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto does not conflict with the information contained

in the Registration Statement, any Preliminary Prospectus, the Preliminary Prospectus or the Prospectus, and each such Issuer Limited

Use Free Writing Prospectus, as supplemented by and taken together with the Preliminary Prospectus as of the Applicable Time, did not

include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in

light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall

not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company

with respect to the Placement Agent by the Placement Agent expressly for use in the Registration Statement, the Preliminary Prospectus

or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by

or on behalf of the Placement Agent consists solely of the following disclosure contained in the “Plan of Distribution” section

of the Prospectus: “Regulation M Compliance” and “Other Relationships and Affiliations” (the “Placement

Agent’s Information”). Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper),

as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Date, included, includes

or will include an untrue statement of a material fact or omitted, omits, or will omit to state a material fact necessary in order to

make the statements therein, in light of the circumstances under which they were made, not misleading;

(iv) Neither

the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing

with the Commission pursuant to Rule 424(b), at the Closing Date, included, includes or will include an untrue statement of a material

fact or omitted, omits, or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Placement

Agent’s Information;

(v) The

documents incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, when they became effective

or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or

the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any

untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated

by reference in the Registration Statement, the Disclosure Package, and the Prospectus, when such documents become effective or are filed

with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange

Act, as applicable, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading.

2.4.2. Disclosure

of Agreements. The agreements and documents described in the Registration Statement, the Disclosure Package, and the Prospectus conform

in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other

documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Disclosure

Package, and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference

in the Registration Statement, the Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by

reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is

or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Disclosure Package,

and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company,

is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the

other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization,

or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may

be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms

of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor

may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s

knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse

of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance by the

Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule,

regulation, ordinance, judgment, order, or decree of any governmental or regulatory agency, body, authority or court, domestic or foreign,

having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including,

without limitation, those relating to environmental laws and regulations. Except as disclosed in the Registration Statement, the Disclosure

Package and the Prospectus, the Company has no subsidiaries and has no other interest, nominal or beneficial, direct or indirect, in

any other corporation, joint venture or other business entity.

2.4.3. Prior

Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,

any person or persons controlling, controlled by, or under common control with the Company, except as disclosed or incorporated by reference

in the Registration Statement, the Disclosure Package, and the Preliminary Prospectus.

2.4.4. Regulations.

The disclosures in the Registration Statement, the Disclosure Package, and the Prospectus concerning the effects of federal, state, local,

and all foreign laws, rules and regulation relating to the Offering and the Company’s business as currently contemplated are accurate,

correct and complete in all material respects and no other such regulations are required to be disclosed in the Registration Statement,

the Disclosure Package, and the Prospectus which are not so disclosed.

2.4.5. No

Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering

material in connection with the Offering other than any Preliminary Prospectus, the Disclosure Package, the Prospectus, and other materials,

if any, permitted under the Securities Act and consistent with Section 3.2 below.

2.5 Changes

After Dates in Registration Statement.

2.5.1. No

Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure

Package, and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial

position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a

material adverse change or a prospective material adverse change, in or affecting the general affairs, management, condition (financial

or otherwise), results of operations, shareholders’ equity, business, assets, properties or prospects of the Company (a “Material

Adverse Change”); (ii) there have been no material transactions entered into by the Company, other than as contemplated

pursuant to this Agreement; (iii) no officer or director of the Company has resigned from any position with the Company; and (iv) the

Company has not sustained any material loss or interference with its business or properties from fire, explosion, flood, earthquake,

hurricane, accident or other calamity. The Company does not have pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Securities contemplated by this Agreement no event, liability, fact, circumstance, occurrence

or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its businesses, prospects,

properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities

laws at the time this representation is made or deemed made that has not been publicly disclosed.

2.5.2. Recent

Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,

the Disclosure Package, and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration

Statement, the Disclosure Package, and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation,

direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its

capital stock.

2.6 Disclosures

in Commission Filings. Since February 23, 2021, (i) none of the Company’s filings with the Commission contained any untrue

statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading; and (ii) the Company has made all filings with the Commission required under

the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”).

2.7 Independent

Accountants. To the knowledge of the Company, MNP LLP (the “Auditor”), whose report is filed with the Commission

and included or incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, is an independent

registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting

Oversight Board. The Auditor has not, during the periods covered by the financial statements included or incorporated by reference in

the Registration Statement, the Disclosure Package, and the Prospectus, provided to the Company any non-audit services, as such term

is used in Section 10A(g) of the Exchange Act. To the knowledge of the Company, the Auditor is independent in accordance with the auditors’

rules of professional conduct of the Chartered Professional Accountants of Ontario, is an independent public accountant as required under

the Canadian Securities Laws of the Provinces of British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova

Scotia, Ontario, Prince Edward Island, Québec, Saskatchewan, and the Territories of the Yukon, Northwest Territories and Nunavut,

and there has never been a reportable event (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations) between

the Company and the Auditor.

2.8 Financial

Statements, etc. The consolidated financial statements, including the notes thereto and supporting schedules included or incorporated

by reference in the Registration Statement, the Disclosure Package, and the Prospectus, fairly present the financial position and the

results of operations of the Company at the dates and for the periods to which they apply; and such consolidated financial statements

have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied

throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that

are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included

or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. No other historical

or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Disclosure Package,

or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information

and the related notes, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus

have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act

Regulations, the Exchange Act, and the Exchange Act Regulations and present fairly the information shown therein, and the assumptions

used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and

circumstances referred to therein. All disclosures contained in the Registration Statement, the Disclosure Package, or the Prospectus,

or incorporated or deemed incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined

by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of

the Securities Act, to the extent applicable. Each of the Registration Statement, the Disclosure Package, and the Prospectus discloses

all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of

the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial

condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant

components of revenues or expenses. Except as disclosed in the Registration Statement, the Disclosure Package, and the Prospectus, (a)

neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration

Statement, the Disclosure Package, and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and,

collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or

entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends

or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the

Company or any of its Subsidiaries, or, other than in the usual course of business any grants under any stock compensation plan, and

(d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt.

2.9 Authorized

Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Disclosure Package, and

the Prospectus, the duly authorized, issued, and outstanding capitalization as set forth therein. Based on the assumptions stated in

the Registration Statement, the Disclosure Package, and the Prospectus, the Company will have on the Closing Date the adjusted stock

capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Disclosure Package, and

the Prospectus, on the date hereof, as of the Applicable Time and on the Closing Date there will be no stock options, warrants, or other

rights to purchase or otherwise acquire any authorized, but unissued Common Shares of the Company or any security convertible or exercisable

into Common Shares of the Company, or any contracts or commitments to issue or sell Common Shares or any such options, warrants, rights,

or convertible securities.

2.10 Valid

Issuance of Securities, etc.

2.10.1. Outstanding

Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement

have been duly authorized and validly issued and are fully paid and non-assessable and have been issued in compliance with all United

States federal and state securities laws and all Canadian provincial securities laws; the holders thereof have no rights of rescission,

rights of first refusal, rights of participation or similar rights with respect thereto or put rights, and are not subject to personal

liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights, rights of first

refusal, or rights of participation or similar rights of any holders of any security of the Company or similar contractual rights granted

by the Company. The authorized Common Shares conform in all material respects to all statements relating thereto contained in the Registration

Statement, the Disclosure Package, and the Prospectus. The offers and sales of the outstanding Common Shares were at all relevant times

either registered under the Securities Act and the applicable state securities or “blue sky” laws, applicable Canadian Securities

Laws, or, based in part on the representations and warranties of the purchasers of such Common Shares, exempt from such registration

requirements.

2.10.2. Securities

Sold Pursuant to this Agreement. The Securities and the Placement Agent’s Securities have been duly authorized for issuance

and sale and, when issued and paid for, will be validly issued, fully paid, and

non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities

and the Placement Agent’s Securities are not and will not be subject to the preemptive rights of any holders of any security of

the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,

issuance, and sale of the Securities and the Placement Agent’s Securities

has been duly and validly taken. The Securities and the Placement Agent’s Securities conform in all material respects to all statements

with respect thereto contained in the Registration Statement, the Disclosure Package,

and the Prospectus. All corporate actions required to be taken for the authorization, issuance and sale of the Placement Agent’s

Warrant and the Pre-Funded Warrants have been duly and validly taken; the Warrant Shares and the Placement Agent’s Warrant Shares

have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and

issued in accordance with the Pre-Funded Warrant Certificate and the Placement Agent’s Warrant Agreement, as applicable, such Warrant

Shares and/or Placement Agent’s Warrant Shares, as the case may be, will be validly issued, fully paid and non-assessable common

shares in the capital of the Company; the holders thereof are not and will not be subject to personal liability by reason of being such

holders; and such Warrant Shares and/or Placement Agent’s Warrant Shares are not and will not be subject to the preemptive rights

of any holders of any security of the Company or similar contractual rights granted by the Company.

2.11 Registration

Rights of Third Parties. No holders of any securities of the Company or any rights exercisable for or convertible or exchangeable

into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities

Act or to include any such securities in a registration statement to be filed by the Company.

2.12 Validity

and Binding Effect of Agreements. This Agreement, the Pre-Funded Warrant Certificates and the Placement Agent’s Warrant Agreement

have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements

of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be

limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally; (ii) as enforceability

of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy

of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion

of the court before which any proceeding therefor may be brought.

2.13 No

Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Pre-Funded Warrant Certificates, the

Placement Agent’s Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and

therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving

of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute

a material default under, or result in the creation, modification, termination, or imposition of any lien, charge, mortgage, pledge,

security interest, claim, equity, trust, or other encumbrance, preferential arrangement, defect, or restriction of any kind whatsoever

or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease,

loan agreement, or any other agreement or instrument, franchise, license, or permit to which the Company is a party or as to which any

property of the Company is a subject; (ii) result in any violation of the provisions of the Company’s Notice of Articles or Articles

(as the same may be amended or restated from time to time, collectively, the “Charter”); or (iii) violate any existing

applicable law, rule, regulation, judgment, order, or decree of any Governmental Entity as of the date hereof (including, without limitation,

those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”)

or by any foreign, federal, state, or local regulatory authority performing functions similar to those performed by the FDA).

2.14 Regulatory.

Except as described in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received notice

from any Governmental Entity alleging or asserting noncompliance with any Applicable Regulations (as defined in clause (ii) below) or

Authorizations (as defined in clause (iii) below); (ii) the Company is and has been in material compliance with federal, state, provincial

or foreign statutes, laws, ordinances, rules and regulations applicable to the Company (collectively, “Applicable Regulations”);

(iii) the Company possesses all licenses, certificates, approvals, clearances, consents, authorizations, qualifications, registrations,

permits, and supplements or amendments thereto required by any such Applicable Regulations and/or to carry on its businesses as now conducted

(“Authorizations”) and such Authorizations are valid and in full force and effect and the Company is not in violation

of any term of any such Authorizations; (iv) the Company has not received notice of any claim, action, suit, proceeding, hearing, enforcement,

investigation, arbitration or other action from any Governmental Entity or third party alleging that any product, operation or activity

conducted by the Company is in violation of any Applicable Regulations or Authorizations or has any knowledge that any such Governmental

Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding, nor, has there

been any material noncompliance with or violation of any Applicable Regulations by the Company that could reasonably be expected to require

the issuance of any such communication or result in an investigation, corrective action, or enforcement action by any Governmental Entity;

and (v) the Company has not received notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend,

modify or revoke any Authorizations or has any knowledge that any such Governmental Entity has threatened or is considering such action.

Neither the Company nor any of its directors, officers, employees or agents has been convicted of any crime under any Applicable Regulations.

2.15 No

Defaults; Violations. No material default exists in the due performance and observance of any term, covenant, or condition of any

material license, contract, indenture, mortgage, deed of trust, note, loan, or credit agreement, or any other agreement or instrument

evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which

the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of

any term or provision of its Charter, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment,

order or decree of any Governmental Entity.

2.16 Corporate

Power; Licenses; Consents.

2.16.1. Conduct

of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, registrations,

orders, licenses, certificates, qualifications, registrations and permits of and from all governmental regulatory officials and bodies

that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Disclosure Package,

and the Prospectus, except where such failure to have such consents, authorizations, approvals, registrations, orders, licenses, certificates,

qualifications, registrations, and permits would not reasonably be expected to result in a Material Adverse Change.

2.16.2. Transactions

Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Pre-Funded Warrant Certificates

and the Placement Agent’s Warrant Agreement and to carry out the provisions and conditions hereof and thereof, and all consents,

authorizations, approvals, registrations, orders, licenses, certificates, qualifications, regulations and permits required in connection

therewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency, or other body

is required for the valid issuance, sale, and delivery of the Securities and the Placement Agent’s Warrant Agreement, and the consummation

of the transactions and agreements contemplated by this Agreement, the Pre-Funded Warrant Certificates and the Placement Agent’s

Warrant Agreement and as contemplated by the Registration Statement, the Disclosure Package, and the Prospectus, except with respect

to applicable federal and state securities laws and the rules and regulations of the Exchange and the Financial Industry Regulatory Authority,

Inc. (“FINRA”), and the policies of the TSX.

2.17 D&O

Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)

completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”),

as supplemented by all information concerning the Company’s directors, officers, and principal shareholders as described in the

Registration Statement, the Disclosure Package, and the Prospectus, as well as in each applicable Lock-Up Agreement (as defined in Section

2.27 below) provided to the Placement Agent, is true and correct in all material respects and the Company has not become aware of

any information which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.

2.18 Litigation;

Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation, or governmental

proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge,

any executive officer or director which has not been disclosed in the Registration Statement, the Disclosure Package, and the Prospectus,

or in connection with the Company’s listing application for the listing of the Securities on the Exchange or the TSX, or which

adversely affects or challenges the legality, validity or enforceability of this Agreement, the Pre-Funded Warrant Certificates, the

Placement Agent’s Warrant or the Securities.

2.19 Good

Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws

of the Province of British Columbia as of the date hereof, and is duly qualified to do business and is in good standing in each other

jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure

to be so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material

Adverse Change.

2.20 Insurance.

The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks which

the Company believes are adequate, including, but not limited to, directors and officers insurance coverage at least equal to US$5,000,000

and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to renew its existing

insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary

or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

2.21 Transactions

Affecting Disclosure to FINRA.

2.21.1. Finder’s

Fees. Except as described in the Registration Statement, the Disclosure Package, and the Prospectus, there are no claims, payments,

arrangements, agreements, or understandings relating to the payment of a finder’s, consulting, or origination fee by the Company

or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements, or understandings of the Company

or, to the Company’s knowledge, any of its shareholders that may affect the Placement Agent’s compensation, as determined

by FINRA.

2.21.2. Payments

Within Twelve (12) Months. Except as described in the Registration Statement, the Disclosure Package, and the Prospectus, the Company

has not made any direct or indirect payments (in cash, securities, or otherwise) to: (i) any person, as a finder’s fee, consulting

fee, or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or

provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or

association with any FINRA member, within the twelve (12) months prior to the date of this Agreement, other than the payment to the Placement

Agent as provided hereunder in connection with the Offering.

2.21.3. Use

of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,

except as specifically authorized herein.

2.21.4. FINRA

Affiliation. There is no (i) officer or director of the Company, (ii) beneficial owner of five percent (5%) or more of any class

of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered equity

securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate

or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

The Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Placement Agent and

(ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of

the Placement Agent.

2.21.5. Information.

All information provided by the Company in its and, to the Company’s knowledge, all information provided in the Company’s

officers’ and directors’ FINRA questionnaires to Placement Agent Counsel specifically for use by Placement Agent Counsel

in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct, and complete in all material

respects.

2.22 Foreign

Corrupt Practices Act.

2.22.1. None

of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee, or affiliate of the

Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, has, directly or indirectly, given

or agreed to give any money, gift, or similar benefit (other than legal price concessions to customers in the ordinary course of business)

to any customer, supplier, employee, or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality

of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was,

is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction)

that (i) might subject the Company to any damage or penalty in any civil, criminal, or governmental litigation or proceeding, (ii) if

not given in the past, might have had a Material Adverse Change; (iii) if not continued in the future, might adversely affect the assets,

business, operations, or prospects of the Company.

2.22.2. The

Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply

in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively,

the “FCPA”) and neither it nor any of its employees have (i) violated or is in violation of any provision of the FCPA

or any applicable non-U.S. anti-bribery statute or regulation; (ii) made any bribe, rebate, payoff, influence payment, kickback or other

unlawful payment; or (iii) received notice of any investigation, proceeding or inquiry by any Governmental Entity regarding any of the

matters in clauses (i)-(iii) above; and the Company and, to the knowledge of the Company, the Company’s affiliates have conducted

their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure,

and which are reasonably expected to continue to ensure, continued compliance therewith. The Company has taken reasonable steps to ensure

that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt

Practices Act of 1977, as amended.

2.23 Compliance

with OFAC. None of the Company and any of its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee,

or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and any of its Subsidiaries, is

currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),

and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute, or otherwise make

available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities

of any person currently subject to any U.S. sanctions administered by OFAC.

2.24 Forward-Looking

Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) contained in either the Registration Statement, Disclosure Package, or Prospectus has been made or reaffirmed without a reasonable

basis or has been disclosed other than in good faith.

2.25 Money

Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable

financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money

laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines,

issued, administered, or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and

no action, suit, or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is

pending or, to the best knowledge of the Company, threatened.

2.26 Regulatory.

2.26.1. All

preclinical studies and clinical trials conducted by or on behalf of the Company that are material to the Company and its Subsidiaries,

taken as a whole, are or have been adequately described in the Registration Statement, the Disclosure Package, and the Prospectus in

all material respects. The preclinical studies and clinical trials conducted by or on behalf of the Company and its Subsidiaries that

are described in the Registration Statement, the Disclosure Package, and the Prospectus or the results of which are referred to in the

Registration Statement, the Disclosure Package, and the Prospectus were and, if still ongoing, are being conducted in material compliance

with all laws and regulations applicable thereto in the jurisdictions in which they are being conducted and with all laws and regulations

applicable to preclinical studies and clinical trials from which data will be submitted to support marketing approval. The descriptions

in the Registration Statement, the Disclosure Package, and the Prospectus of the results of such studies are accurate and complete in

all material respects and fairly present the data derived from such studies, and the Company has no knowledge of, or reason to believe

that, the aggregate results of any large well-controlled clinical study are inconsistent with or otherwise call into question the results

of any clinical study conducted by or on behalf of the Company that is described in the Registration Statement, the Disclosure Package,

and the Prospectus or the results of which are referred to in the Registration Statement, the Disclosure Package, and the Prospectus.

Except as disclosed in the Registration Statement, the Disclosure Package, and the Prospectus, the Company has not received any notices

or statements from the FDA, the European Medicines Agency (“EMA”), or any other governmental agency or authority imposing,

requiring, requesting, or suggesting a clinical hold, termination, suspension, or material modification for or of any preclinical studies

and clinical trials that are described in the Registration Statement, the Disclosure Package, and the Prospectus or the results of which

are referred to in the Registration Statement, the Disclosure Package, and the Prospectus. Except as disclosed in the Registration Statement,

the Disclosure Package, and the Prospectus, the Company has not received any notices or statements from the FDA, the EMA, or any other

governmental agency, and otherwise has no knowledge of, or reason to believe that, (i) any investigational new drug application for any

potential product of the Company is or has been rejected or placed on clinical hold; and (ii) any license, approval, permit, or authorization

to conduct any clinical trial of any potential product of the Company has been, will be, or may be suspended, revoked, modified, or limited.

Neither the Company nor any of its subsidiaries has failed to file with the FDA or any foreign, federal, state, or local governmental

or regulatory authority performing functions similar to those performed by the FDA, any filing, declaration, listing, registration, report,

or submission that is required to be so filed. All such filings were in material compliance with applicable laws when filed and no deficiencies

have been asserted by any applicable regulatory authority (including, without limitation, the FDA or any foreign, federal, state, or

local governmental or regulatory authority performing functions similar to those performed by the FDA) with respect to any such filings,

declarations, listings, registrations, reports, or submissions. To the knowledge of the Company, there are no facts that would be reasonably

likely to result in any warning, untitled or notice of violation letter or Form FDA-483 from the FDA. The Company is not aware of any

studies, tests, or trials the results of which the Company believes reasonably call into question (i) the study, test, or trial results

of any of its products, (ii) the efficacy or safety of any of its products, or (iii) any of the Company’s filings with any Governmental

Entity.

2.26.2. Regulatory

Filings and Permits. The Company and its Subsidiaries have such permits, licenses, clearances, registrations, exemptions, patents,

franchises, certificates of need and other approvals, consents, and other authorizations (“Permits”) issued by the

appropriate domestic or foreign regional, federal, state, or local regulatory agencies or bodies necessary to conduct the business of

the Company, including, without limitation, any Investigational New Drug Application (an “IND”), Biologics License

Application (“BLA”), and/or New Drug Application (an “NDA”), as required by FDA, the Drug Enforcement

Administration (the “DEA”), or any other Permits issued by domestic or foreign regional, federal, state, or local

agencies or bodies engaged in the regulation of pharmaceuticals such as those being developed by the Company and its Subsidiaries (collectively,

the “Regulatory Permits”), except for any of the foregoing that would not reasonably be expected to, individually

or in the aggregate, have a material adverse effect on the assets, business or operations of the Company taken as a whole (a “Material

Adverse Effect”); the Company is in compliance in all material respects with the requirements of the Regulatory Permits, and

all of such Regulatory Permits are valid and in full force and effect; the Company has not received any notice of proceedings relating

to the revocation, termination, modification, or impairment of rights of any of the Regulatory Permits that, individually or in the aggregate,

if the subject of an unfavorable decision, ruling, or finding, would reasonably be expected to result in a Material Adverse Effect; the

Company has not failed to submit to the FDA any IND, BLA, or NDA necessary to conduct the business of the Company, any such filings that

were required to be made were in material compliance with applicable laws when filed, and no material deficiencies have been asserted

by the FDA with respect to any such filings or submissions that were made.

2.26.3. Compliance

with Health Care Laws. Each of the Company and its Subsidiaries is, and at all times has been, in compliance in all material respects

with all applicable Health Care Laws, and has not engaged in activities which are, as applicable, cause for false claims liability, civil

penalties, or mandatory or permissive exclusion from Medicare, Medicaid, or any other state or federal health care program. For purposes

of this Agreement, “Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§

301 et seq.), the Public Health Service Act (42 U.S.C. §§ 201 et seq.), and the regulations promulgated thereunder; (ii) all

applicable federal, state, local, and all applicable foreign health care related fraud and abuse laws, including, without limitation,

the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the U.S. Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h),

the U.S. Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a- 7b(a)), all

criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care

fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (42 U.S.C.

Section 1320d et seq.), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a),

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the

regulations promulgated pursuant to such statutes; (iii) Medicare (Title XVIII of the Social Security Act); (iv) Medicaid (Title XIX

of the Social Security Act); (v) the Controlled Substances Act (21 U.S.C. §§ 801 et seq.) and the regulations promulgated thereunder;

and (vi) any and all other applicable health care laws and regulations. Neither the Company nor, to the knowledge of the Company, any

subsidiary has received notice of any claim, action, suit, litigation, proceeding, hearing, enforcement, investigation, inquiry, arbitration,

or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation

or activity conducted by the Company is in material violation of any Health Care Laws, and, to the Company’s knowledge, no such

claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration, or other action is threatened. Neither the Company

nor, to the knowledge of the Company, any subsidiary is a party to or has any ongoing reporting obligations pursuant to any corporate

integrity agreements, deferred prosecution agreements, monitoring agreements, consent decrees, settlement orders, plans of correction,

or similar agreements with or imposed by any governmental or regulatory authority. Additionally, neither the Company, its Subsidiaries,

nor any of its respective employees, officers, or directors has been excluded, suspended, or debarred from participation in any U.S.

federal health care program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry, investigation,

proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.

2.27 Officers’

Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Placement Agent or to Placement

Agent Counsel shall be deemed a representation and warranty by the Company to the Placement Agent as to the matters covered thereby.

2.28 Lock-Up

Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s executive officers and directors who will

be subject to the Lock-Up Agreement (as defined below) (collectively, the “Lock-Up Parties”). The Company has caused

or will cause each of the Lock-Up Parties to deliver to the Placement Agent an executed Lock-Up Agreement, in the form attached hereto

as Exhibit A (the “Lock-Up Agreement”), prior to, or concurrently with, the execution of this Agreement.

2.29 Subsidiaries.

All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization

or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct

of business requires such qualification, except where the failure to be so qualified, singularly or in the aggregate, would not have

or reasonably be expected to result in a Material Adverse Change. The Company’s ownership and control of each Subsidiary is as

described in the Registration Statement, the Disclosure Package, and the Prospectus.

2.30 Related

Party Transactions.

2.30.1. Business

Relationships. There are no business relationships or related party transactions involving the Company or any other person required

to be described in the Registration Statement, the Disclosure Package, and the Prospectus that have not been described as required.

2.30.2. No

Relationships with Customers and Suppliers. No relationship, direct or indirect, exists between or among the Company on the one hand,

and the directors, officers, five percent (5%) or greater shareholders, customers, or suppliers of the Company or any of the Company’s

affiliates on the other hand, which is required to be described in the Disclosure Package, and the Prospectus or a document incorporated

by reference therein and which is not so described.

2.30.3. No

Unconsolidated Entities. There are no transactions, arrangements, or other relationships between and/or among the Company, any of

its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but

not limited to, any structured finance, special purpose, or limited purpose entity that could reasonably be expected to materially affect

the Company’s or any of its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required

to be described or incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus which have not

been described or incorporated by reference as required.

2.30.4. No

Loans or Advances to Affiliates. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary

course of business), or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company,

any other affiliates of the Company or any of their respective family members, except as disclosed in the Registration Statement, the

Disclosure Package, and the Prospectus.

2.31 Board

of Directors. The Board is comprised of the persons disclosed in the Registration Statement, the Disclosure Package, and the Prospectus.

The qualifications of the persons serving as board members and the overall composition of the Board comply with the Exchange Act, the

Exchange Act Regulations, and the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”)

applicable to the Company and the listing rules of the Exchange. At least one (1) member of the Audit Committee of the Board qualifies

as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

In addition, at least a majority of the persons serving on the Board qualify as “independent,” as defined under the listing

rules of the Exchange.

2.32 Sarbanes-Oxley

Compliance.

2.32.1. Disclosure

Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15

or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information

concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s

Exchange Act filings and other public disclosure documents.

2.32.2. Compliance.

The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley

Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future

compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley

Act.

2.32.3. Accounting

Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined

under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been

designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing

similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide

reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset

accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;

and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is

taken with respect to any differences. Except as disclosed in the Registration Statement, the Disclosure Package, and the Prospectus,

the Company is not aware of any material weaknesses in its internal controls. The Auditor and the Audit Committee of the Board have been

advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting

which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s

ability to record, process, summarize, and report financial information; and (ii) any fraud known to the Company’s management,

whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls

over financial reporting. Since the date of the latest audited financial statements included or incorporated by reference in the Disclosure

Package, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is

reasonably likely to materially affect, the Company’s internal control over financial reporting.

2.33 No

Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof

as described in the Registration Statement, the Disclosure Package, and the Prospectus, will not be, required to register as an “investment

company,” as defined in the Investment Company Act of 1940, as amended.

2.34 No

Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the

Company, is imminent. To the knowledge of the Company, no executive officer of the Company is, or is now expected to be, in violation

of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition

agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of

each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters. The Company is

in material compliance with all federal, state, provincial, local and foreign laws and regulations relating to employment and employment

practices, terms and conditions of employment and wages and hours.

2.35 Employment

Benefit Laws. The Company is not in violation of or has not received notice of any violation with respect to any federal, state,

provincial or foreign law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal, state,

provincial or foreign wages and hours law, nor any state law precluding the denial of credit due to the neighborhood in which a property

is situated, the violation of any of which could reasonably be expected to have a Material Adverse Change.

2.36 Intellectual

Property Rights.

2.36.1. Title,

License or Right to Use. The Company and each of its Subsidiaries own, have valid and enforceable title to, license to, or otherwise

have the right to use, all patents, patent applications, inventions, all rights, whether conveyed by operation of law or contract, to

any and all inventions made by an employee working in the scope of his or her employment, trademarks, service marks, trade names, corporate

names, trademark registrations, trademark applications, service mark registrations, logos, trade dress, designs, data, database rights,

Internet domain names, websites, web content, copyrights, moral rights, works of authorship, licenses, proprietary information and know-how

(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and

all other worldwide intellectual property and proprietary rights, including registrations and applications for registration thereof (including

all rights pertaining to the foregoing anywhere in the world, including rights arising under international treaties and conventions),

and all common law rights to intellectual property and associated goodwill (collectively, “Intellectual Property”)

necessary for the conduct of their respective businesses as currently conducted and as currently proposed to be conducted, or which are

described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by or licensed to the Company or its

Subsidiaries. Where the Company and its Subsidiaries own the Intellectual Property (the “Owned Intellectual Property”),

the Owned Intellectual Property is owned by the Company or its Subsidiaries as sole and exclusive owner with good, valid and marketable

title thereto, free and clear of all encumbrances. Where the Company or its Subsidiaries license the Intellectual Property (the “Licensed

Intellectual Property”), to the knowledge of the Company, the Company or its Subsidiaries have valid and enforceable licenses

to use the Licensed Intellectual Property used by it in connection with, and as required for business of the Company and its Subsidiaries.

No licenses have been granted by the Company or its Subsidiaries for the Owned Intellectual Property, except as described in the Registration

Statement, the Disclosure Package and the Prospectus.

2.36.2. No

Violation of Third Party Intellectual Property. The Company and its Subsidiaries conduct of their respective businesses as currently

conducted does not, and, to its knowledge will not infringe, misappropriate or otherwise violate any Intellectual Property Rights of

others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable,

in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the knowledge

of the Company, no Person has infringed, misappropriated or violated the Owned Intellectual Property nor does such Owned Intellectual

Property infringe, misappropriate or violate the Intellectual Property of any third party. To the knowledge of the Company and its Subsidiaries,

there is no application pending of any other Person which would or would potentially interfere with or infringe any Owned Intellectual

Property. The Company and its Subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with

any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such

notice or claim. To the Company’s knowledge, there are no third parties who have rights to any Intellectual Property, except for

customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement,

the Disclosure Package and the Prospectus as owned by or licensed to the Company or its Subsidiaries.

2.36.3. No

Pending Action. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there is no pending

or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights

in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action,

suit, proceeding or claim; (ii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware

of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iii) asserting that the Company

or its Subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described

in the Registration Statement, the Disclosure Package and the Prospectus as under development, infringe, misappropriate, or otherwise

violate, any Intellectual Property rights of others, and the Company is unaware of any facts which would form a reasonable basis for

any such action, suit, proceeding or claim.

2.36.4. Compliance;

No Material Defects. To the knowledge of the Company, the Company and its Subsidiaries have complied with the terms of each agreement

pursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, except as may not reasonably result in

a Material Adverse Effect, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material

defects in any of the patents or patent applications included in the Intellectual Property. All registrations, filings and actions necessary

to preserve the rights of the Company and its Subsidiaries to its Owned Intellectual Property have been made or taken in accordance with

the provisions of any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity and all such Owned Intellectual

Property is valid and subsisting, in compliance with any existing applicable law, rule, regulation, judgment, order or decree of any

Governmental Entity (including payment of filing, examination and maintenance fees and proofs of use) and is not subject to any unpaid

maintenance fees or taxes or actions.

2.36.5. Protection

of Intellectual Property. The Company and its Subsidiaries have taken all reasonable measures, in accordance with sound industry

practices, to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality

agreements and invention assignment agreements and invention assignments with their employees or service providers. All employees and

other developers of Owned Intellectual Property have executed written contracts with the Company or its Subsidiaries which (i) protect

the confidentiality of all Intellectual Property, (ii) effect the full and irrevocable assignment to the Company and its Subsidiaries

of all of the Intellectual Property conceived or reduced to practice by them for the Company or its Subsidiaries; and (iii) provide that

employees and developers have waived all their non-assignable rights (including moral rights) in such Intellectual Property in favor

of the Company and its Subsidiaries.

2.36.6. Employees.

No employee of the Company or its Subsidiaries is in or has been in violation of any material term of any employment contract, patent

disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement,

or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment

with the Company or its Subsidiaries, as applicable.

2.36.7. Duty

of Candor and Good Faith. The duty of candor and good faith as required by the United States Patent and Trademark Office during the

prosecution of the United States patents and patent applications within the Intellectual Property have been complied with; and in all

foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property

or technology (including information technology and outsourced arrangements) employed by the Company or its Subsidiaries has been obtained

or is being used by the Company or its Subsidiary in violation of any contractual obligation binding on the Company or its Subsidiaries

or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.

2.36.8. Trade

Secrets. The Company and its Subsidiaries have taken reasonable and customary actions to protect their rights in and prevent the

unauthorized use and disclosure of trade secrets and confidential business information (including confidential source code, ideas, research

and development information, know-how, formulas, compositions, technical data, designs, drawings, specifications, research records, records

of inventions, test information, financial, marketing and business data, customer and supplier lists and information, pricing and cost

information, business and marketing plans and proposals) owned by the Company and its Subsidiaries, and, there has been no unauthorized

use or disclosure of the trade secrets or confidential business information.

2.36.9. IT

Assets. Except as could not reasonably be expected to have a Material Adverse Effect, (i) the computers, software, servers, networks,

data communications lines, and other information technology systems owned, licensed, leased or otherwise used by the Company or its Subsidiaries

(excluding any public networks) (collectively, the “IT Assets”) operate and perform as is necessary for the operation

of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted as described in the Registration

Statement, the Disclosure Package and the Prospectus, and (ii) to the knowledge of the Company, such IT Assets are not infected by viruses,

disabling code or other harmful code. The Company and its Subsidiaries have at all times implemented and maintained all industry standard

controls, policies, procedures, and safeguards to maintain and protect their confidential information and the integrity, continuous operation,

redundancy and security of all IT Assets and data (including all Personal Data (defined below) sensitive, confidential or regulated data

used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to

same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents

under internal review or investigations relating to the same.

2.36.10. To

the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or

any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of

any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and

Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,

rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,

access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii)

the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material

confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company

and the Subsidiaries have implemented backup and disaster recovery technology consistent with commercially reasonable industry standards

and practices.

2.36.11. Data

Privacy and Security Laws. The Company and its Subsidiaries are, and at all prior times were, in material compliance with all applicable

state and federal data privacy and security laws and regulations in the United States, including without limitation the Health Insurance

Portability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information Technology for Economic

and Clinical Health Act, and all applicable provincial and federal data privacy and security laws and regulations in Canada, including

without limitation the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) (“PIPEDA”);

and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and have been and currently

are in compliance with, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively,

the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place, comply

with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures

relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”).

“Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social

security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or

customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal

Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal information”, “personal

health information”. and “business contact information” as defined by PIPEDA; (v) “personal data” as defined

by GDPR; and (vi) any other piece of information that allows the identification of such natural person, or his or her family, or permits

the collection or analysis of any data related to an identified person’s health or sexual orientation. The Company and its Subsidiaries

have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none

of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable

laws and regulatory rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary:

(i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy

Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently

conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law;

or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

2.37 Clinical

Studies. All preclinical and clinical studies conducted by or on behalf of the Company and the Subsidiaries that are material to

an understanding of the Company’s business and an investment in the Company and the Subsidiaries, are or have been adequately described

in the Registration Statement, the Disclosure Package and the Prospectus in all material respects. To the Company’s knowledge,

after reasonable inquiry, the clinical and preclinical studies conducted by or on behalf of the Company and the Subsidiaries that are

described in the Registration Statement, the Disclosure Package and Prospectus or the results of which are referred to in the Registration

Statement, the Disclosure Package and the Prospectus were and, if still ongoing, are being conducted in material compliance with all

laws and regulations applicable thereto in the jurisdictions in which they are being conducted and with all laws and regulations applicable

to preclinical and clinical studies from which data will be submitted to support marketing approval. The descriptions in the Registration

Statement, the Disclosure Package and the Prospectus of the results of such studies are accurate and complete in all material respects

and fairly present the data derived from such studies, and Company has no knowledge of any large well-controlled clinical study the aggregate

results of which are inconsistent with or otherwise call into question the results of any clinical study conducted by or on behalf of

the Company that are described in the Registration Statement, the Disclosure Package and the Prospectus. Except as disclosed in the Registration

Statement, the Disclosure Package and the Prospectus, the Company has not received any notices or statements from the FDA, the European

Medicines Agency (“EMA”) or any other Governmental Entity imposing, requiring, requesting or suggesting a clinical hold,

termination, suspension or material modification for or of any clinical or preclinical studies that are described in the Registration

Statement, the Disclosure Package and the Prospectus or the results of which are referred to in the Registration Statement, the Disclosure

Package and the Prospectus, the Company and the Subsidiaries have not received any notices or statements from the FDA, the EMA or any

other Governmental Entity, and otherwise has no knowledge or reason to believe, that (i) any investigational new drug application for

potential product of the Company is or has been rejected or determined to be non-approvable or conditionally approvable; and (ii) any

license, approval, permit or authorization to conduct any clinical trial of any potential product of the Company has been, will be or

may be suspended, revoked, modified or limited.

2.38 Taxes.

Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities

prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has

paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against

the Company or such respective Subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or

as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to

and including the dates of such consolidated financial statements. Except as disclosed in writing to the Placement Agent, (i) no issues

have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from

the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have

been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local,

foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service,

service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties,

or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or

additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements,

and other documents required to be filed in respect to taxes.

2.39 ERISA

Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act

of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established

or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with

ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in

Sections 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations

thereunder (the “Code”) of which the Company is a member. No “reportable event” (as defined under ERISA)

has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by

the Company or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of

its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities”

(as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material

liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or

(ii) Sections 412, 4971, 4975, or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company

or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge

of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

2.40 Compliance

with Laws. The Company: (i) is and at all times has been in compliance with all statutes, rules, regulations and ordinances, and

all final non-appealable judgments, orders and decrees, of all Governmental Entities applicable to the Company, its Subsidiaries, or

the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer

for sale, storage, import, export, storage, or disposal of any product manufactured or distributed by the Company or its Subsidiaries

(“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to result in or

have a Material Adverse Change; (ii) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter, or

other correspondence or notice from the FDA or any other Governmental Entity alleging or asserting noncompliance with any Applicable

Laws or any licenses, consents, certificates, approvals, clearances, authorizations, permits, orders and supplements or amendments thereto

required by any such Applicable Laws (“Authorizations”); (iii) possesses all material Authorizations and such

Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (iv)

has not received notice of any claim, action, suit, litigation, proceeding, hearing, enforcement, investigation, inquiry, arbitration

or other action from any Governmental Entity or third party alleging that any product operation or activity conducted by the Company

is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third party is considering

any such claim, litigation, arbitration, action, suit, investigation, proceeding, hearing, enforcement or other action; (v) has not received

notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify, or revoke any Authorizations

and has no knowledge that any such Governmental Entity is considering such action; (vi) has filed, obtained, maintained or submitted

all material reports, documents, forms, filings, notices, applications, records, claims, submissions and supplements or amendments as

required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims,

submissions, and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent

submission); and (vii) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted

or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear doctor” letter, or other

notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to

the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action. The disclosure

in the Registration Statement, the Disclosure Package and the Prospectus concerning the effects of federal, state, provincial, local

and all foreign regulation in respect of the Company’s business are correct in all material respects.

2.41 Application

of Takeover Provisions. The Company and the Board have taken all necessary action, if any, in order to render inapplicable any control

share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover

provision under the Company’s Articles (or similar constating documents) or the laws of its jurisdiction of incorporation that

is or could become applicable as a result of the Placement Agent and the Company fulfilling their obligations or exercising their rights

under this Agreement, the Placement Agent’s Warrant Agreement or the Pre-Funded Warrant Certificates.

2.42 [RESERVED].

2.43 Ineligible

Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness of

the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant

made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Securities and at the date hereof,

the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination

by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

2.44 Real

and Personal Property. Except as set forth in the Registration Statement, the Disclosure Package, and the Prospectus, the Company

and each of its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items

of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free

and clear of all liens, encumbrances, security interests, claims, and defects that do not, singly or in the aggregate, materially affect

the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of the

Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise,

and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Disclosure Package,

and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material

claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or

subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the

leased or subleased premises under any such lease or sublease.

2.45 Contracts

Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates

(as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited to,

any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s

or any of its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described

or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus which have not been described or

incorporated by reference as required.

2.46 Loans

to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary

course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or

directors of the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement,

the Disclosure Package and the Prospectus.

2.47 Emerging

Growth Company. Since the closing of its initial public offering on February 26, 2021 through the date hereof, the Company has been

and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance

on Section 5(d) of the Securities Act.

2.48 Smaller

Reporting Company. As of the time of filing of the Registration Statement, the Company was, and currently is, a “smaller reporting

company,” as defined in Rule 12b-2 of the Exchange Act Regulations.

2.49 Industry

Data. The statistical and market-related data included in each of the Registration Statement, the Disclosure Package, and the Prospectus

are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the

Company’s good faith estimates that are made on the basis of data derived from such sources.

2.50 Margin

Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors

of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly

or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness

which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Common Shares

to be considered a “purpose credit” within the meanings of Regulation T, U, or X of the Federal Reserve Board.

2.51 Exchange

Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e), 14 and

15(d) of the Exchange Act during the preceding twelve (12) months (except to the extent that Section 15(d) requires reports to be filed

pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be governed by the next clause of this sentence); and the Company

has filed in a timely manner all reports required to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act since February

23, 2021, except where the failure to timely file could not reasonably be expected, individually or in the aggregate, to have a Material

Adverse Change.

2.52 Minute

Books. The minute books of the Company and each Subsidiary have been made available to the Placement Agent and Placement Agent Counsel,

and such books (i) contain a complete summary of all meetings and actions of the Board (including each Board committee) and shareholders

of the Company (or analogous governing bodies and interest holders, as applicable), and each of its Subsidiaries since the time of its

respective incorporation or organization through the date of the latest meeting and action, and (ii) accurately in all material respects

reflect all transactions referred to in such minutes. There are no material transactions, agreements, dispositions, or other actions

of the Company and each Subsidiary that are not properly approved and/or accurately and fairly recorded in the minute books of the Company

or its Subsidiary, as applicable.

2.53 Environmental

Laws.

2.53.1. Compliance.

The Company and its Subsidiaries are in compliance with all federal, state, provincial and local laws and regulations relating to the

use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment

which are applicable to their businesses (“Environmental Laws”).

2.53.2. Permits.

The Company has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with

their requirements.

2.53.3. Hazardous

Substances. There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission or other release

of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its Subsidiaries (or,

to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its Subsidiaries is or may otherwise

be liable) upon any of the property now or previously owned or leased by the Company or any of its Subsidiaries, or upon any other property,

in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute,

ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for

any violation or liability which would not have, singularly or in the aggregate with all such violations and liabilities, a Material

Adverse Effect; and there has been no disposal, discharge, emission or other release of any kind in violation of Environmental Laws onto

such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect

to which the Company has knowledge.

2.53.4. No

Pending or Threatened Proceedings. There are no pending or, to the knowledge of the Company, threatened administrative, regulatory

or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedings

relating to any Environmental Laws against the Company.

2.53.5. No

Basis for Action. There are no events or circumstances, to the knowledge of the Company, that would reasonably be expected to form

the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity or against

or affecting the Company relating to any Environmental Laws.

2.53.6. Periodic

Review. In the ordinary course of business, the Company and its Subsidiaries conduct periodic reviews of the effect of Environmental

Laws on their business and assets, in the course of which they identify and evaluate associated costs and liabilities (including, without

limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws

or governmental permits issued thereunder, any related constraints on operating activities and any potential liabilities to third parties).

On the basis of such reviews, the Company and its Subsidiaries have reasonably concluded that such associated costs and liabilities would

not have, singularly or in the aggregate, a Material Adverse Effect.

2.54 Compliance

with FTC, U.S. Department of Health and Human Services. There is no complaint to or audit, proceeding, investigation (formal or informal)

or claim currently pending against the Company or its Subsidiaries, or to the knowledge of the Company, any of its customers (specific

to the customer’s use of the products or services of the Company) by the Federal Trade Commission, the U.S. Department of Health

and Human Services and any office contained therein (“HHS”), or any similar authority in any jurisdiction other than

the United States or any other Governmental Entity, or by any person in respect of the collection, use or disclosure of Personal Data

by the Company or its Subsidiaries, and, to the knowledge of the Company, no such complaint, audit, proceeding, investigation or claim

is threatened.

2.55 FDA,

Health Canada and Other Regulatory Authorities.

2.55.1. The

Company holds all licenses, certificates, approvals and permits from all United States federal and state and Canadian federal and provincial,

foreign and other regulatory authorities, including but not limited to the United States Food and Drug Administration (the “FDA”),

and Health Canada (“HC”), and any foreign regulatory authorities performing functions similar to those performed by the FDA,

and HC that are material to the conduct of the business of the Company or its Subsidiaries as such business is now conducted as described

in the Registration Statement, the Disclosure Package and the Prospectus, all of which are valid and in full force and effect and there

is no proceeding pending or, to the knowledge of the Company, threatened which may cause any such license, certificate, approval or permit

to be withdrawn, cancelled, suspended or not renewed.

2.55.2. Nothing

has come to the attention of the Company that has caused the Company to believe that the completed studies, tests, preclinical studies

and clinical trials conducted by or on behalf of the Company and its Subsidiaries that are described in the Registration Statement, the

Disclosure Package and the Prospectus were not conducted, in all material respects, in accordance with experimental protocols, procedures

and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable

to those being developed by the Company; or that the drug substances used in the clinical trials have not been manufactured, in all material

respects, under “current good manufacturing practices”, when required, in the United States, Canada and other jurisdictions

in which such clinical trials have been and are being conducted.

2.55.3. No

filing or submission to the FDA, HC, or any other regulatory body, that was or is intended to be the basis for any approval of the Company’s

products or product candidates, to the knowledge of the Company, contains any material omission or material false information.

2.55.4. The

Company is not in violation in any material respect, of any material law, order, rule, regulation, writ, injunction or decree of any

court or governmental agency or body, applicable to the investigation of new drugs in humans and animals, including, but not limited

to, those promulgated by the FDA, or HC.

2.56 Export

and Import Laws. The Company and, to the Company’s knowledge, each of its affiliates, and any director, officer, agent or employee

of, or other person associated with or acting on behalf of the Company, has acted at all times in compliance in all material respects

with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings

pending or expected or, to the knowledge of the Company, threatened between the Company or any of its Subsidiaries and any Governmental

Entity under any Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, the International

Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and all other

laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the export and import

of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating

the provision of services to parties not of the foreign country or the export and import of articles and information from and to the

foreign country to parties not of the foreign country.

2.57 Integration.

Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated

with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under

the Securities Act.

2.58 No

Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors, or shareholders (without the consent of

the Placement Agent) has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably

be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization, or manipulation of the price

of any security of the Company to facilitate the sale or resale of the Securities.

2.59 No

Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on

the one hand, and the directors, officers, shareholders, customers, suppliers or other affiliates of the Company or any of its Subsidiaries,

on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that

is not so described in such documents and in the Disclosure Package.

2.60 Confidentiality

and Non-Competition. To the Company’s knowledge, no director, officer, key employee, or consultant of the Company is subject

to any confidentiality, non-disclosure, non-competition agreement, or non-solicitation agreement with any employer or prior employer

that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected

to result in a Material Adverse Change.

2.61 Testing-the-Waters

Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters Communications

with the written consent of the Placement Agent and with entities that are qualified institutional buyers within the meaning of Rule

144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and

(ii) authorized anyone other than the Placement Agent to engage in Testing- the-Waters Communications. The Company confirms that the

Placement Agent has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed

any Written Testing-the-Waters Communications other than those listed on Schedule 2-B hereto. “Written Testing-the-Waters

Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under

the Securities Act.

2.62 Electronic

Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities

Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations) is required

in connection with the Offering.

2.63 Corporate

Records. The corporate records of the Company have been made available to the Placement Agent and Placement Agent Counsel, and such

corporate records accurately in all material respects reflect all transactions referred to in such records. There are no material transactions,

agreements, dispositions or other actions of the Company that are not properly approved and/or accurately and fairly recorded in the

corporate records of the Company, as applicable.

2.64 Canadian

Securities Laws.

2.64.1. The

Company is a reporting issuer in the Provinces of British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova

Scotia, Ontario, Prince Edward Island, Québec, Saskatchewan, and the Territories of the Yukon, Northwest Territories and Nunavut,

is not in default of any material requirement of the Canadian Securities Laws of the Province of British Columbia and Alberta and is

not included on a list of defaulting reporting issuers maintained by the securities regulators of such jurisdictions.

2.64.2. The

Company is in compliance in all material respects with its timely and continuous disclosure obligations under all applicable Canadian

Securities Laws and the Company is not in default of its filings under, nor has it failed to file or publish any document required to

be filed or published under all applicable Canadian Securities Laws and, without limiting the generality of the foregoing, there has

not occurred any Material Adverse Change since the respective dates as of which information is given in the Canadian Public Disclosure

Documents which has not been publicly disclosed on a non-confidential basis and the Company has not filed any confidential material change

reports since the date of such statements which remain confidential as at the date hereof.

2.64.3. The

Canadian Public Disclosure Documents contain no untrue statement of a material fact as at the dates thereof nor do they omit to state

a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from

being false or misleading in the circumstances in which it was made and were prepared in accordance with and comply with Canadian Securities

Laws.

2.64.4. There

are no reports or information that, in accordance with the requirements of the Canadian Securities Regulators or applicable Canadian

Securities Laws, must be made publicly available in connection with the Offering that have not been made publicly available, as required.

There are no documents required to be filed with the Canadian Securities Regulators as of the date hereof in connection with the Offering

that have not been filed as required, other than the filing of the Registration Statement and any post-closing filings required to be

made by the Company pursuant to the Canadian Securities Laws.

3. Covenants

of the Company. The Company covenants and agrees as follows:

3.1 Amendments

to Registration Statement. The Company shall deliver to the Placement Agent, prior to filing, any amendment or supplement to the

Registration Statement, Disclosure Package, or Prospectus proposed to be filed after the date hereof and not file any such amendment

or supplement to which the Placement Agent shall reasonably object in writing.

3.2 Federal

Securities Laws.

3.2.1. Compliance.

The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 424(b) and Rule 430B of the Securities Act Regulations,

and will notify the Placement Agent promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration

Statement shall become effective or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus

shall have been filed; (ii) of the receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment

to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus

or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration

Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure

Package or the Prospectus, or of the suspension of the qualification of the Securities and Placement Agent’s Securities for offering

or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant

to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement; and (v) if the Company becomes the subject of a

proceeding under Section 8A of the Securities Act in connection with the Offering of the Securities and Placement Agent’s Securities.

The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time

period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly

whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that

it was not, it will promptly file such prospectus. The Company shall comply with the requirements of Section 4 of BC Instrument 72-503

Distribution of Securities Outside British Columbia with respect to the Offering made either to (i) a purchaser that is not resident

in Canada or (ii) on or through the facilities of an exchange or market outside Canada and the Company or Placement Agent have no reason

to believe that the purchaser is resident in Canada. The Placement Agent and the Company agree to conduct the Offering in such a manner

so as not to require registration thereof or the filing of a registration statement or a prospectus or similar document in any jurisdiction,

other than the United States of America. To the extent that the Company and the Placement Agent agree in writing that the Securities

will be offered to residents of Canada on a private placement basis exempt from the prospectus requirements of Canadian Securities Laws,

the Company shall comply with the requirements relating to the prospectus exemptions under the Canadian Securities Laws with respect

to the Offering that is made to a purchaser that is resident in Canada and the Placement Agent shall comply with all reasonable requests

in connection with such offering made by the Company and in such written agreement. The Company shall use its best efforts to prevent

the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest

possible moment.

3.2.2. Continued

Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act

Regulations, and the Canadian Securities Laws, so as to permit the completion of the distribution of the Securities as contemplated in

this Agreement, the Pre-Funded Warrant Certificates and in the Registration Statement, the Disclosure Package, and the Prospectus. If

at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations

(“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Securities,

any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Placement Agent

or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus, as the case

may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein not misleading in light of the circumstances existing at the time it is delivered to a purchaser, or (iii) amend the Registration

Statement or amend or supplement the Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements

of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Placement Agent notice of such event;

(B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement,

the Disclosure Package, or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing

or use, furnish the Placement Agent with copies of any such amendment or supplement; and (C) file with the Commission any such amendment

or supplement; provided, however, that the Company shall not file or use any such amendment or supplement to which the

Placement Agent or counsel for the Placement Agent shall reasonably object. The Company will furnish to the Placement Agent such number

of copies of such amendment or supplement as the Placement Agent may reasonably request. The Company has given the Placement Agent notice

of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within forty-eight (48) hours prior to the Applicable

Time. The Company shall give the Placement Agent notice of its intention to make any such filing from the Applicable Time until the Closing

Date and will furnish the Placement Agent with copies of the related document(s) a reasonable amount of time prior to such proposed filing,

as the case may be, and will not file or use any such document to which the Placement Agent or counsel for the Placement Agent shall

reasonably object.

3.2.3. Exchange

Act Registration. Until the later of (i) three (3) years after the date of this Agreement and (ii) the expiration or exercise of

all of the Pre-Funded Warrants, the Company shall use its best efforts to maintain the registration of the Common Shares under the Exchange

Act. During such period, the Company shall not deregister the Common Shares under the Exchange Act without the prior written consent

of the Placement Agent.

3.2.4. Free

Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Placement Agent, it shall not make

any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free

writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under

Rule 433; provided, however, that the Placement Agent shall be deemed to have consented to each Issuer General Use Free

Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that

has been reviewed and approved by the Placement Agent. The Company represents that it has treated or agrees that it will treat each such

free writing prospectus consented to, or deemed consented to, by the Placement Agent as an “issuer free writing prospectus,”

as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including

timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing

Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would

conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material

fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances

existing at that subsequent time, not misleading, the Company will promptly notify the Placement Agent and will promptly amend or supplement,

at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

3.2.5. Testing-the-Waters

Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs

an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement

of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the

circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Placement Agent and shall promptly

amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement

or omission.

3.3 Delivery

to the Placement Agent of Registration Statements. The Company has delivered or made available or shall deliver or make available

to the Placement Agent and counsel for the Placement Agent, without charge, signed copies of the Registration Statement as originally

filed and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated

or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver

to the Placement Agent, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto

(without exhibits) for the Placement Agent. The copies of the Registration Statement and each amendment thereto furnished to the Placement

Agent will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent

permitted by Regulation S-T.

3.4 Delivery

to the Placement Agent of Prospectuses. The Company has delivered or made available or will deliver or make available to each Placement

Agent, without charge, as many copies of each Preliminary Prospectus as such Placement Agent reasonably requested, and the Company hereby

consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Placement Agent, without

charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be)

required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Placement

Agent may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Placement Agent will be identical

to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation

S-T.

3.5 Events

Requiring Notice to the Placement Agent. The Company shall use its best efforts to cause the Registration Statement to remain effective

with a current prospectus related to the Registration Statement, promptly amending the prospectus that is part of the Registration Statement

as necessary to comply with the requirements of the Securities Act of 1933, as amended, as well as any applicable rules and regulations

promulgated by the Commission until the later of (i) at least nine (9) months after the Applicable Time and (ii) through and including

the expiration date of the Pre-Funded Warrants (or the date that all of the Pre-Funded Warrants have been exercised, if earlier), and

shall notify the Placement Agent immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement

and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any

proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification

of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose;

(iv) of the issuance by any Canadian Securities Regulator of a Cease Trade Order; (v) of the mailing and delivery to the Commission for

filing of any amendment or supplement to the Registration Statement or Prospectus; (vi) of the receipt of any comments or request for

any additional information from the Commission; and (vii) of the happening of any event during the period described in this Section

3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Disclosure

Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements

therein not misleading, or (b) in the Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend

such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order. If any Canadian

Securities Regulator shall enter an order ceasing or suspending trading in any securities of the Company at any time, the Company shall

make every reasonable effort to obtain promptly the lifting of such order.

3.6 Review

of Financial Statements. For a period of five (5) years after the date of this Agreement, the Company, at its expense, shall cause

its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements

for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.

3.7 Listing.

The Company shall use its best efforts to maintain the listing of the Common Shares (including the Securities sold pursuant to this Offering)

on the Exchange and the TSX, as applicable, until the later of (i) three (3) years from the date of this Agreement and (ii) the date

that all of the Pre-Funded Warrants have been exercised or otherwise expired provided that this covenant shall not prevent the Company

from completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares

receive securities of an entity which is listed on a Trading Market or cash, or the holders of Common Shares have approved the transaction

in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the Exchange and TSX.

“Trading

Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the

date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York

Stock Exchange (or any successors to any of the foregoing).

3.8 Exchange

Submission of Listing of Additional Shares. The Company agrees to make a timely submission of the Listing of Additional Shares Notification

Form with the Exchange with respect to the Offering.

3.9 [RESERVED].

3.10 Reports

to the Placement Agent.

3.10.1. Periodic

Reports, etc. For a period of three (3) years after the date of this Agreement or the expiration or exercise of all of the Pre-Funded

Warrants, whichever is later, the Company shall furnish or make available to the Placement Agent copies of such financial statements

and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities

and also promptly furnish to the Placement Agent: (i) a copy of each periodic report the Company shall be required to file with the Commission

under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every press release and every news item and article with respect

to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K prepared and filed by the Company; (iv)

five (5) copies of each registration statement filed by the Company under the Securities Act; (v) a copy of each report or other communication

furnished to shareholders; and (vi) such additional documents and information with respect to the Company and the affairs of any future

subsidiaries of the Company as the Placement Agent may from time to time reasonably request; provided, however, the Placement

Agent shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to

the Placement Agent and Placement Agent Counsel in connection with the Placement Agent’s receipt of such information. Documents

filed with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Placement Agent pursuant to this

Section 3.10.1. “EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system.

3.10.2. Transfer

Agent; Transfer Sheets. Until the later of (i) three (3) years after the date of this Agreement and (ii) the expiration or exercise

of all of the Pre-Funded Warrants, the Company shall retain a transfer agent and registrar acceptable to the Placement Agent (the “Transfer

Agent”) and shall furnish to the Placement Agent at the Company’s sole cost and expense such transfer sheets of the Company’s

securities as the Placement Agent may reasonably request, including the daily and monthly consolidated transfer sheets of the Transfer

Agent and DTC. Computershare Investor Services Inc. is acceptable to the Placement Agent to act as Transfer Agent for the Common Shares.

3.10.3. Trading

Reports. During such time as the Shares and the Common Shares underlying the Pre-Funded Warrants are listed on the Exchange, the

Company shall provide to the Placement Agent, at the Company’s expense, such reports published by Exchange relating to price trading

of any of the Shares and the Common Shares underlying the Pre-Funded Warrants as the Placement Agent shall reasonably request.

3.11 Payment

of Expenses. The Company hereby agrees to pay on the Closing Date to the extent not paid at the Closing Date, all expenses incident

to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication

expenses relating to the registration of the Securities to be issued and sold in the Offering with the Commission; (b) all filing fees

associated with the review of the Offering by FINRA, the Exchange and TSX; (c) all fees and expenses relating to the listing of such

Securities on the Exchange, the TSX and such other stock exchanges as the Company and the Placement Agent together determine, including

any fees charged by the DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s

officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the

registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions

as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees); (f) all fees, expenses,

and disbursements relating to the registration, qualification, or exemption of the Securities under the securities laws of such foreign

jurisdictions as the Placement Agent may reasonably designate; (g) the costs of all mailing and printing of the offering documents (including,

without limitation, the Placement Agency Agreement, any blue sky surveys and, if appropriate, any agreement among placement agents, selected

dealers’ agreement, placement agents’ questionnaire and power of attorney), Registration Statements, Prospectuses, and all

amendments, supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem

necessary; (h) the costs and expenses of a public relations firm, if applicable; (i) the costs of preparing, printing, and delivering

certificates representing the Securities; (j) fees and expenses of the Transfer Agent for the Securities; (k) stock transfer and/or stamp

taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (l) the costs associated with post-Closing

advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound

volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee

will provide within a reasonable time after the Closing in such quantities as the Placement Agent may reasonably request, in an amount

not to exceed $3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s

legal counsel and other agents; (p) fees and expenses of Placement Agent Counsel not to exceed $125,000; (q) the $29,500 cost associated

with the Placement Agent’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r)

[RESERVED]; (s) up to $10,000 of the Placement Agent’s actual accountable “road show” expenses; and (t) up to $15,000

of the Placement Agent’s market making and trading, and clearing firm settlement expenses for the Offering. The Placement Agent

may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid

by the Company to the Placement Agent provided, however, that in the event that the Offering is terminated, the Company

agrees to reimburse the Placement Agent, less any amounts previously advanced, pursuant to Section 8.3 hereof.

3.12 Application

of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application

thereof described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package, and the Prospectus.

3.13 Delivery

of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable,

but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings

statement (which need not be certified by independent registered public accounting firm unless required by the Securities Act or the

Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering

a period of at least twelve (12) consecutive months beginning after the date of this Agreement. For the avoidance of doubt, earnings

statements filed with the Commission pursuant to EDGAR shall be deemed to have been made available to the Company’s security holders

for purposes of this Section 3.13.

3.14 Stabilization.

Neither the Company nor, to its knowledge, any of its employees, directors, or shareholders (without the consent of the Placement Agent)

has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected

to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security

of the Company to facilitate the sale or resale of the Securities.

3.15 Internal

Controls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i)

transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded

as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded

accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any

differences.

3.16 Accountants.

As of the date of this Agreement, the Company shall continue to retain a nationally recognized independent registered public accounting

firm for a period of at least three (3) years after the date of this Agreement. The Placement Agent acknowledges that MNP LLP is acceptable

to the Placement Agent.

3.17 FINRA.

The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any

officer or director of the Company, (ii) to the Company’s knowledge, any beneficial owner of five percent (5%) or more of any class

of the Company’s securities, or (iii) any beneficial owner of the Company’s unregistered equity securities which were acquired

during the one hundred eighty (180) days immediately preceding the filing of the Registration Statement is or becomes an affiliate or

associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

3.18 No

Fiduciary Duties. The Company acknowledges and agrees that the Placement Agent’s responsibility to the Company is solely contractual

in nature and that none of the Placement Agent or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity,

or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions

contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement

Agent may have financial interests in the success of the Offering that are not limited to the Cash Fee and the Placement Agent has no

obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases,

to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or

alleged breach of fiduciary duty.

3.19 [RESERVED].

3.20 Company

Lock-Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of

the Placement Agent, it will not, for a period of three (3) months from the Closing (the “Lock-Up Period”), (i) offer,

pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right

or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company

or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be

filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities

convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities

of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that

transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any

such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company

or such other securities, in cash or otherwise.

The

restrictions contained in Section 3.20 shall not apply to (i) registration statements on Form S-8, (ii) the Securities and the

Placement Agent’s Securities to be sold hereunder, (iii) the issuance by the Company of Common Shares upon the exercise of a stock

option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure

Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to

increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to

extend the term of such securities, (iv) the grant by the Company of stock options or other equity-based awards, or the issuance of Common

Shares under any equity compensation plan of the Company, or (v) the issuance by the Company of Common Shares or other securities of

the Company in connection with strategic transactions not for capital raising purposes, provided that such securities are issued as “restricted

securities” (as defined in Rule 144), provided further that in each of (iv) and (v) above, the underlying shares shall be restricted

from sale during the entire Lock-Up Period.

3.21 Release

of D&O Lock-up Period. If the Placement Agent, in its sole discretion, agrees to release or waive the restrictions set forth

in the Lock-Up Agreements described in Section 2.27 hereof for an officer or director of the Company and provide the Company with

notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company

agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a

major news service at least two (2) Business Days before the effective date of the release or waiver.

3.22 Blue

Sky Qualifications. The Company shall use its best efforts, in cooperation with the Placement Agent, if necessary, to qualify the

Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as

the Placement Agent may designate and to maintain such qualifications in effect so long as required to complete the distribution of the

Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process

or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject

itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

3.23 Reporting

Requirements. The Company, during the period when a prospectus relating to the Securities is (or, but for the exception afforded

by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission

pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company

shall report the use of proceeds from the issuance of the Securities as may be required under Rule 463 under the Securities Act Regulations.

3.24 Press

Releases. Prior to the Closing Date, the Company shall not issue any press release or other communication directly or indirectly

or hold any press conference with respect to the Company, its condition, financial, or otherwise, or earnings, business affairs, or business

prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices

of the Company and of which the Placement Agent is notified), without the prior written consent of the Placement Agent, which consent

shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the Placement Agent,

such press release or communication is required by law.

3.25 Emerging

Growth Company Status. The Company shall promptly notify the Placement Agent if the Company ceases to be an Emerging Growth Company

at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the Securities Act and (ii)

fifteen (15) days following the completion of the Lock-Up Period.

3.26 [RESERVED].

3.27 Sarbanes-Oxley.

Except as disclosed in the Registration Statement, the Disclosure Package, and the Prospectus, the Company shall at all times comply

with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time.

3.28 Reservation

of Common Shares. As of the date hereof, the Company has irrevocably reserved, and the Company shall continue to reserve and keep

available at all times, free of pre-emptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue

the Warrant Shares and the Placement Agent’s Warrant Shares.

4. Conditions

of Placement Agent’s Obligations. The obligations of the Placement Agent as provided herein, shall be subject to (i) the continuing

accuracy of the representations and warranties of the Company as of the date hereof and as of the Closing Date, (ii) the accuracy of

the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations

hereunder; and (iv) the following conditions:

4.1 Regulatory

Matters.

4.1.1. Commission

Actions; Required Filings. On the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective

amendment thereto shall have been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus

or the Prospectus shall have been issued, and no proceedings for any of those purposes have been instituted or are pending or, to the

Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for

additional information. A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and

within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective

amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements

of Rule 430B under the Securities Act Regulations.

4.1.2. No

Cease Trade Order. On the Closing Date, no Cease Trade Order shall have been issued by any Canadian Securities Regulator and no proceedings

for such purpose, to the knowledge of the Company, will be pending or threatened.

4.1.3. No

Objection. FINRA has not raised any objection with respect to the fairness and reasonableness of the Placement Agent’s compensation

relating to the offering of the Securities.

4.1.4. Exchange

Stock Market Clearance. On the Closing Date (i) the Company shall have filed a Listing of Additional Shares Notification Form with

the Exchange with respect to the Offering of the Securities.

4.1.5. TSX

Acceptance. On the Closing Date, the TSX shall have conditionally accepted the Offering and the listing of the Common Shares, Warrant

Shares and Placement Agent’s Warrant Shares, subject only to the satisfaction of the customary listing conditions.

4.2 Company

Counsel Matters.

4.2.1. Closing

Date Opinion of U.S. Counsel. On the Closing Date, the Placement Agent shall have received the favorable opinion of Sichenzia Ross

Ference Carmel LLP, U.S. counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated

the Closing Date and addressed to the Placement Agent, substantially in the form of Exhibit C-I attached hereto or as otherwise

agreed by the Placement Agent.

4.2.2. Closing

Date Opinion of Canadian Counsel. On the Closing Date, the Placement Agent shall have received the favorable opinion of Bennett Jones

LLP, Canadian legal counsel to the Company and addressed to the Placement Agent, substantially in the form of Exhibit C-II attached

hereto.

4.2.3. Opinion

of Special Intellectual Property Counsel for the Company. On the Closing Date, the Placement Agent shall have received the opinion

of Kilpatrick Townsend & Stockton LLP, special intellectual property counsel for the Company, and a written statement providing certain

“10b-5” negative assurances, dated the Closing Date and addressed to the Placement Agent, substantially in the form of Exhibit

C-III attached hereto.

4.2.4. Reliance.

In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United

States and Canada and jurisdictions in which they are admitted, as applicable, to the extent such counsel deems proper and to the extent

specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Placement Agent)

of other counsel reasonably acceptable to the Placement Agent, familiar with the applicable laws, and alternatively, such opinion of

other counsel may be addressed directly to the Placement Agent; and (ii) as to matters of fact, to the extent they deem proper, on certificates

or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents

respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall

be delivered to Placement Agent Counsel if requested. The opinions of each counsel listed in Sections 4.2.1, 4.2.2 and 4.2.3 and any

opinions relied upon by any such counsel shall include a statement to the effect that they may be relied upon by Placement Agent Counsel

in such counsel’s opinions delivered to the Placement Agent.

4.3 Comfort

Letters.

4.3.1. Cold

Comfort Letter. At the time this Agreement is executed the Placement Agent shall have received a cold comfort letter from the Auditor

containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial

statements and certain financial information contained or incorporated by reference or deemed incorporated by reference in the Registration

Statement, the Disclosure Package and the Prospectus, addressed to the Placement Agent and in form and substance satisfactory in all

respects to the Placement Agent, dated as of the date of this Agreement.

4.3.2. Bring-down

Comfort Letter. At each of the Closing Date the Placement Agent shall have received from the Auditor a letter, dated as of the Closing

Date, to the effect that the Auditor reaffirms the statements made in their letter furnished pursuant to Section 4.3.1, except that the

specified date referred to shall be a date not more than three (3) business days prior to the Closing Date.

4.4 Officers’

Certificates.

4.4.1. Officers’

Certificate. The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date, of its Chief Executive

Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the Disclosure

Package, any Issuer Free Writing Prospectus, and the Prospectus and, in their opinion, the Registration Statement and each amendment

thereto, as of the Applicable Time and as of the Closing Date did not include any untrue statement of a material fact and did not omit

to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Disclosure

Package, as of the Applicable Time and as of the Closing Date, any Issuer Free Writing Prospectus as of its date and as of the Closing

Date and the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date did not

include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein,

in light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no

event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Disclosure Package

or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date the representations and

warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions

on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iv) there has not been, subsequent to the date

of the most recent audited financial statements included or incorporated by reference in the Disclosure Package, any Material Adverse

Change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate,

would involve a Material Adverse Change or a prospective Material Adverse Change, in or affecting the condition (financial or otherwise),

results of operations, business, assets, or prospects of the Company, except as set forth in the Prospectus.

4.4.2. Secretary’s

Certificate. On the Closing Date the Placement Agent shall have received a certificate of the Company signed by the Secretary of

the Company, dated the Closing Date, certifying: (i) that each of the Charter and similar governing documents is true and complete, has

not been modified and is in full force and effect; (ii) that the resolutions of the Board relating to the Offering are in full force

and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel

and the Commission; and (iv) the good standing and the foreign qualification of the Company and its Subsidiaries; and (v) as to the incumbency

of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

4.4.3. Officer’s

Certificate – Regulatory Matters. The Company shall have furnished to the Placement Agent a certificate, dated the Closing

Date, of its Chief Executive Officer and its Chief Financial Officer stating that, except as set forth in the Prospectus, the Company

(a) is in all material respects in compliance with the provisions of all laws relating to the regulation of the Company’s products,

including the Federal Food, Drug, and Cosmetic Act (the “FDC Act”) and all state laws comparable to the FDC Act, the

rules and regulations promulgated thereunder and all rules and regulations promulgated by the FDA and all comparable state regulatory

authorities, (b) has all authorizations, approvals, consents, orders, registrations, licenses or permits of any court or the FDA and

all state regulatory authorities comparable to the FDA which are necessary or required for it to conduct its current business in material

compliance with the FDC Act or comparable state law, and (c) the Prospectus and the Disclosure Package and the documents incorporated

by reference therein relating to the FDC Act, the FDA and all state laws comparable to the FDC Act, and the rules and regulations promulgated

thereunder and promulgated by the FDA, and related disclosures, are correct and complete in all material respects.

4.5 No

Material Changes. Prior to the Closing Date: (i) there shall have been no Material Adverse Change or development involving a prospective

Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement and no change in

the capital stock or debt of the Company, the Disclosure Package, and the Prospectus; (ii) no action, suit, or proceeding, at law or

in equity, shall have been pending or threatened against the Company or any insider before or by any court or federal or state commission,

board, or other administrative agency wherein an unfavorable decision, ruling, or finding may materially adversely affect the business,

operations, properties, assets, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement,

the Disclosure Package, and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor

shall have been initiated or threatened by the Commission; (iv) no Cease Trade Order shall have been issued by any Canadian Securities

Regulator; (v) no action shall have been taken and no law, statute, rule, regulation, or order shall have been enacted, adopted, or issued

by any Governmental Entity which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially

materially and adversely affect the business or operations of the Company; (vi) no injunction, restraining order, or order of any other

nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the

Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company,

and (vii) the Registration Statement, the Disclosure Package, and the Prospectus and any amendments or supplements thereto shall contain

all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations

and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither

the Registration Statement, the Disclosure Package, the Prospectus, nor any amendment or supplement thereto shall contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading.

4.6 No

Material Misstatement or Omission. The Placement Agent shall not have discovered and disclosed to the Company on or prior to the

Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in

the opinion of Placement Agent Counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and

is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, the

Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement

of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material

and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

4.7 Corporate

Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement,

the Pre-Funded Warrant Certificates, the Placement Agent’s Warrant Agreement, the Securities, the Registration Statement, the Disclosure

Package, and the Prospectus and all other legal matters relating to this Agreement, the Pre-Funded Warrant Certificates, the Placement

Agent’s Warrant Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material

respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that

they may reasonably request to enable them to pass upon such matters.

4.8 Delivery

of Agreements.

4.8.1. Lock-Up

Agreements. On or before the date of this Agreement, the Company shall have delivered to the Placement Agent the executed copies

of the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.

4.8.2. Pre-Funded

Warrant Certificates. On the Closing Date, the Company shall deliver to the Placement Agent the executed copies of the Pre-Funded

Warrant Certificates in the form provided in Exhibit D.

4.8.3. Placement

Agent’s Warrant Agreement. On the Closing Date, the Company shall have delivered to the Placement Agent the executed copy of

the Placement Agent’s Warrant Agreement.

4.9 Additional

Documents. At the Closing Date, the Placement Agent Counsel shall have been furnished with such documents and opinions as they may

require for the purpose of enabling Placement Agent Counsel to deliver an opinion to the Placement Agent, or in order to evidence the

accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings

taken by the Company in connection with the issuance and sale of the Securities and the Placement Agent’s Warrant as herein contemplated

shall be satisfactory in form and substance to the Placement Agent and Placement Agent Counsel.

5. Indemnification.

5.1 Indemnification

of the Placement Agent.

5.1.1. General.

Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Placement Agent, its affiliates, and

each of its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel,

and agents and each person, if any, who controls any such Placement Agent within the meaning of Section 15 of the Securities Act or Section

20 of the Exchange Act (collectively the “Placement Agent Indemnified Parties,” and each an “Placement Agent

Indemnified Party”), against any and all loss, liability, claim, judgment, assessment, damage, and expense whatsoever (including

but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing, or defending against any litigation,

commenced, or threatened, or any claim whatsoever, whether arising out of any action between any of the Placement Agent Indemnified Parties

and the Company or between any of the Placement Agent Indemnified Parties and any third party, or otherwise) to which they or any of

them may become subject under the Securities Act, the Exchange Act, or any other statute or at common law or otherwise or under the laws

of foreign countries (a “Claim”), arising out of or based upon any untrue statement or alleged untrue statement of

a material fact contained in (i) the Registration Statement, the Disclosure Package, any Preliminary Prospectus, the Prospectus, or any

Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication (as from time to time each may be amended and supplemented);

(ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of

the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or

electronically); (iii) any application or other document or written communication (in this Section 5, collectively called “application”)

executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities

and, if applicable, the Placement Agent’s Securities under the securities laws thereof or filed with the Commission, any state

securities commission or agency, the Exchange, or any other national securities exchange or the TSX; or the omission or alleged omission

therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the

Placement Agent’s Information; or (iv) otherwise arising in connection with or allegedly in connection with the Offering. The Company

also agrees that it will reimburse each Placement Agent Indemnified Party for all fees and expenses (including but not limited to any

and all legal or other expenses reasonably incurred in investigating, preparing, or defending against any litigation, commenced, or threatened,

or any claim whatsoever, whether arising out of any action between any of the Placement Agent Indemnified Parties and the Company or

between any of the Placement Agent Indemnified Parties and any third party, or otherwise) (collectively, the “Expenses”),

and further agrees wherever and whenever possible to advance payment of Expenses as they are incurred by an Placement Agent Indemnified

Party in investigating, preparing, pursuing or defending any Claim.

5.1.2. Procedure.

If any action is brought against an Placement Agent Indemnified Party in respect of which indemnity may be sought against the Company

pursuant to Section 5.1.1, such Placement Agent Indemnified Party shall promptly notify the Company in writing of the institution

of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the

approval of such Placement Agent Indemnified Party) and payment of actual expenses if an Placement Agent Indemnified Party requests that

the Company do so. Such Placement Agent Indemnified Party shall have the right to employ its or their own counsel in any such case, but

the fees and expenses of such counsel shall be at the expense of the Company, and shall be advanced by the Company. The Company shall

not be liable for any settlement of any action effected without its consent (which shall not be unreasonably withheld). In addition,

the Company shall not, without the prior written consent of the Placement Agent, settle, compromise, or consent to the entry of any judgment

in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification, or

contribution may be sought hereunder (whether or not such Placement Agent Indemnified Party is a party thereto) unless such settlement,

compromise, consent, or termination (i) includes an unconditional release of each Placement Agent Indemnified Party, acceptable to such

Placement Agent Indemnified Party, from all liabilities, expenses, and claims arising out of such action for which indemnification or

contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act, by

or on behalf of any Placement Agent Indemnified Party.

5.2 Indemnification

of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the

Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act against any and all loss, liability, claim, judgment, assessment, damage and expense described in the foregoing indemnity

from the Company to the Placement Agent, as incurred, but only with respect to untrue statements or omissions made in the Registration

Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto or in any application,

in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against

the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package

or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against the

Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so

indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 5.1.2. The Company agrees promptly

to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors

or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package,

the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

5.3 Contribution.

5.3.1. Contribution

Rights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold

harmless an indemnified party under Section 5.1 in respect of any loss, claim, judgment, assessment, damage, expense or liability,

or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party,

contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, judgment, assessment, damage, expense

or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received

by the Company, on the one hand, and the Placement Agent, on the other, from the Offering of the Securities, or (ii) if the allocation

provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative

benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Placement Agent, on the

other, with respect to the statements or omissions that resulted in such loss, claim, judgment, assessment, damage, expense or liability,

or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company,

on the one hand, and the Placement Agent, on the other, with respect to such Offering shall be deemed to be in the same proportion as

the total net proceeds from the Offering of the Securities purchased under this Agreement (before deducting expenses) received by the

Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total discounts and commissions received

by the Placement Agent with respect to the Common Shares purchased under this Agreement, as set forth in the table on the cover page

of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement

of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Placement

Agent, the intent of the parties and their relative knowledge, access to information, and opportunity to correct or prevent such statement

or omission. The Company and the Placement Agent agree that it would not be just and equitable if contributions pursuant to this Section

5.3.1 were to be determined by pro rata allocation (even if the Placement Agent were treated as one entity for such purpose) or by

any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable

by an indemnified party as a result of the loss, claim, judgment, assessment, damage, expense or liability, or action in respect thereof,

referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal or other

expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding

the provisions of this Section 5.3.1 in no event shall an Placement Agent be required to contribute any amount in excess of the

amount by which the total discounts and commissions received by such Placement Agent with respect to the Offering of the Securities exceed

the amount of any damages that such Placement Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement

or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5.3.2. Contribution

Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement

of any action, suit, or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party

(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing

party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any

such action, suit, or proceeding is brought against any party, and such party notifies a contributing party or its representative of

the commencement thereof within the aforesaid fifteen (15) days, the contributing party will be entitled to participate therein with

the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party

seeking contribution on account of any settlement of any claim, action, or proceeding affected by such party seeking contribution on

account of any settlement of any claim, action, or proceeding affected by such party seeking contribution without the written consent

of such contributing party. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent

permitted by law, any right to contribution under the Securities Act, the Exchange Act, or otherwise available.

6. [RESERVED].

7. Additional

Covenants.

7.1 Board

Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the

Board and the overall composition of the Board comply with the Sarbanes-Oxley Act, with the Exchange Act and with the listing rules of

the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Securities listed

on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of

the Board qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing

rules of the Exchange.

7.2 Right

of First Refusal. Provided that the Shares are sold in accordance with the terms of this Agreement, the Placement Agent shall have

an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months after the

date the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner, sole and exclusive financial

advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Placement Agent’s sole and exclusive

discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject

Transaction”), during such twelve (12) month period, of the Company, or any successor to or subsidiary of the Company, on terms

and conditions customary to the Placement Agent for such Subject Transactions. The Placement Agent will have the sole right to determine

whether or not any other broker dealer will have the right to participate in any Subject Transaction and the economic terms of any such

participation. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner,

financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Placement Agent.

The

Company shall notify the Placement Agent of its intention to pursue a Subject Transaction, including the material terms thereof, by providing

written notice thereof by registered mail or overnight courier service addressed to the Placement Agent. If the Placement Agent fails

to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the receipt of such

written notice, then the Placement Agent shall have no further claim or right with respect to the Subject Transaction. The Placement

Agent may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction;

provided that any such election by the Placement Agent shall not adversely affect the Placement Agent’s Right of First Refusal

with respect to any other Subject Transaction during the twelve (12) month period agreed to above.

8. Effective

Date of this Agreement and Termination Thereof.

8.1 Effective

Date. This Agreement shall become effective when both the Company and the Placement Agent have executed the same and delivered counterparts

of such signatures to the other party.

8.2 Termination.

The Placement Agent shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international

event or act or occurrence has materially disrupted, or in the Placement Agent’s opinion will in the immediate future materially

disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or The Nasdaq Stock Market

LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges

for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction;

or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium

has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which

materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by fire,

flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act which, whether or not such loss shall have

been insured, will, in the Placement Agent’s opinion, make it inadvisable to proceed with the delivery of the Securities; or (vii)

if the Company is in material breach of any of its representations, warranties, or covenants hereunder; or (viii) if the Placement Agent

shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such

Material Adverse Change in general market conditions as in the Placement Agent’s judgment would make it impracticable to proceed

with the offering, sale, and/or delivery of the Securities or to enforce contracts made by the Placement Agent for the sale of the Securities;

or (ix) if trading of the Common Shares or Public Warrants on the Exchange shall be suspended on or prior to the Closing Date.

8.3 Expenses.

Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason

whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to

pay to the Placement Agent their actual and accountable out-of-pocket expenses related to the transactions contemplated herein as set

forth in Section 3.11 herein, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided,

however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement.

Notwithstanding the foregoing, any advance received by the Placement Agent will be reimbursed to the Company to the extent not actually

incurred in compliance with FINRA Rule 5110(g)(4)(A).

8.4 Survival

of Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination

of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full

force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement

or any part hereof.

8.5 Representations,

Warranties, Agreements to Survive. All representations, warranties, and agreements contained in this Agreement or in certificates

of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation

made by or on behalf of the Placement Agent or its Affiliates or selling agents, any person controlling the Placement Agent, its officers,

or directors or any person controlling the Company, or (ii) delivery of and payment for the Securities.

9. Miscellaneous.

9.1 Notices.

All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or

certified mail, return receipt requested), personally delivered or sent by electronic mail transmission and confirmed and shall be deemed

given when so delivered and confirmed or if mailed, two (2) days after such mailing.

(a) If

to the Placement Agent:

ThinkEquity

LLC

State Street, 41st Floor

New

York, NY 10004

Attention:

Head of Investment Banking

e-mail:

Notices@think-equity.com

with

a copy (which shall not constitute notice) to:

Cozen

O’Connor LLP

Bentall

5, 550 Burrard Street, Suite 2501

Vancouver,

British Columbia, V6C 2B5, Canada

Attention:

Mr. Virgil Hlus

Email:

VHlus@cwilson.com

(b) If

to the Company:

BriaCell

Therapeutics Corp.

Suite

300, Bellevue Centre

235

– 15th Street

West

Vancouver, BC V7T 2X1, Canada

Attention:

Dr. William V. Williams

Email:

william@briacell.com

with

a copy (which shall not constitute notice) to:

Sichenzia

Ross Ference Carmel LLP

1185

Ave. of the Americas, 26th Floor

New

York, NY 10036

Attn:

Gregory Sichenzia, Esq.

e-mail:

gsichenzia@srfc.law

9.2 Research

Analyst Independence. The Company acknowledges that the Placement Agent’s research analysts and research departments are required

to be independent from its investment banking division and are subject to certain regulations and internal policies, and that such Placement

Agent’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with

respect to the Company and/or the Offering that differ from the views of their investment banking division. The Company acknowledges

that the Placement Agent is a full service securities firm and as such from time to time, subject to applicable securities laws, rules

and regulations, may effect transactions for its own account or the account of its customers, and hold long or short positions in debt

or equity securities of the Company; provided, however, that nothing in this Section 9.2 shall relieve the Placement

Agent of any responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws,

rules or regulations.

9.3 Headings.

The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning

or interpretation of any of the terms or provisions of this Agreement.

9.4 Amendment.

This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.5 Entire

Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this

Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes

all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding

anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that

certain engagement letter between the Company and ThinkEquity LLC dated April 22, 2026, shall remain in full force and effect.

9.6 Binding

Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Placement Agent, the Company, and the controlling

persons, directors, and officers referred to in Section 5 hereof, and their respective successors, legal representatives, heirs,

and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy, or claim under or in respect

of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include

a purchaser, in its capacity as such, of securities from the Placement Agent.

9.7 Governing

Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the

laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action,

proceeding, or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York

Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits

to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and

that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting

a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in

Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,

proceeding, or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other

party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection

with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders

and affiliates) and the Placement Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right

to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.8 Execution

in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,

each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall

become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties

hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient

delivery thereof.

9.9 Waiver,

etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed

or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or

the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-

compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument

executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance

or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.10 Currency

Matters. As used herein, “$” refers to U.S. dollars.

[Signature

Page Follows]

the foregoing correctly sets forth the understanding between the Placement Agent and the Company, please so indicate in the space provided

below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Very

truly yours,

BRIACELL

THERAPEUTICS CORP.

By:

Confirmed

as of the date first written

above

mentioned:

THINKEQUITY

LLC

By:

[SIGNATURE

PAGE TO PLACEMENT AGENCY AGREEMENT]

SCHEDULE

Terms

Number

of Shares: 1,449,300

Number

of Pre-Funded Warrants: Nil

Offering

Price per Share: US$3.25

Offering

Price per Pre-Funded Warrant: US$3.249

Proceeds

to Company (before placement agent fees, expenses and exercise of pre-funded warrants): US$4,710,225

SCHEDULE

2-A

Issuer

General Use Free Writing Prospectuses

None.

SCHEDULE

2-B

Written

Testing-the-Waters Communications

None.

SCHEDULE

List

of Lock-Up Parties

Name

Position

Dr.

William V. Williams

President,

Chief Executive Officer and Director

Gadi

Levin

Chief

Financial Officer and Corporate Secretary

Dr.

Giuseppe Del Priore

Chief

Medical Officer

Dr.

Miguel A. Lopez Lago

Chief

Scientific Officer

Jamieson

Bondarenko

Chairman,

Director

Dr.

Rebecca Taub

Director

Vaughn

C. Embro-Pantalony

Director

Martin

Schmieg

Director

Dr.

Jane Gross

Director

SCHEDULE

Company

Investors

None

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit

99.1

BriaCell

Therapeutics Announces Pricing of Offering

Philadelphia

& Vancouver, British Columbia – May 31, 2026 – BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXL, BCTXZ) (TSX: BCT)

(“BriaCell” or the “Company”), a clinical-stage biotechnology company developing novel immunotherapies to transform

cancer care, today announced the pricing of a best-efforts offering of 1,449,300 common shares. Each common share is being sold at an

offering price of $3.25 per share. All of the common shares in the offering are being offered by the Company. Total gross proceeds from

the offering, before deducting placement agent’s fees and other offering expenses, are expected to be approximately $4.7 million.

The offering is expected to close on June 2, 2026, subject to satisfaction of customary closing conditions. The Company is relying upon

the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain

transactions involving eligible interlisted issuers on a recognized exchange, such as Nasdaq.

The

Company intends to use the net proceeds from the offering for working capital requirements, general corporate purposes, and the advancement

of business objectives.

ThinkEquity

is acting as sole placement agent for the offering.

The

securities described above are being offered and sold by the Company pursuant to a shelf registration statement on Form S-3 (File No.

333-276650), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 22,

2024 and declared effective on January 31, 2024. The offering is being made only by means of a written prospectus. A final prospectus

supplement and accompanying prospectus relating to the offering will be filed with the SEC and can be accessed for free on the SEC’s

website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained,

when available, from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.

This

press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities

in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

About

BriaCell Therapeutics Corp.

BriaCell

is an immuno-oncology-focused biotechnology company developing targeted and effective approaches for the management of cancer. More information

is available at https://briacell.com/.

Forward-Looking

Statements

This

press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements,

other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements

contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”

“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”

“plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,”

“will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking

statements contain these words. Forward-looking statements are based on BriaCell’s current expectations and are subject to inherent

uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions

as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully under the heading

“Risk Factors” in the Company’s most recent Annual Report on Form 10-K, and under “Risks and Uncertainties”

in the Company’s other filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission,

all of which are available under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Forward-looking

statements contained in this announcement are made as of this date, and BriaCell Therapeutics Corp. undertakes no duty to update such

information except as required under applicable law.

Neither

the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange)

accepts responsibility for the adequacy or accuracy of this release.

Contact

Information

Company

Contact:

William

V. Williams, MD

President

& CEO

1-888-485-6340

info@briacell.com

Investor

Relations Contact:

investors@briacell.com

EX-99.2

Filename: ex99-2.htm · Sequence: 6

Exhibit 99.2

BriaCell

Therapeutics Announces Closing of Offering

Philadelphia

& Vancouver, British Columbia – June 2, 2026 – BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXL, BCTXZ) (TSX: BCT)

(“BriaCell” or the “Company”), a clinical-stage biotechnology company developing novel immunotherapies to transform

cancer care, today announced the closing of its best-efforts offering of 1,449,300 common shares. Each common share was sold at an offering

price of $3.25 per share. All of the common shares in the offering were offered by the Company. Total gross proceeds from the offering,

before deducting placement agent’s fees and other offering expenses, were approximately $4.7 million. The Company relied upon the

exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions

involving eligible interlisted issuers on a recognized exchange, such as Nasdaq.

The

Company intends to use the net proceeds from the offering for working capital requirements, general corporate purposes, and the advancement

of business objectives.

ThinkEquity

acted as the sole placement agent for the offering.

The

securities described above were offered and sold by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-276650),

including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 22, 2024 and declared

effective on January 31, 2024. The offering was made only by means of a written prospectus. A final prospectus supplement and accompanying

prospectus relating to the offering has been filed with the SEC and can be accessed for free on the SEC’s website at www.sec.gov.

Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from

the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.