| INVESTMENT IN BC THERAPEUTICS INC. |
NOTE
3: INVESTMENT IN BC THERAPEUTICS INC.
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On
December 21, 2021, the Company and BC Therapeutics, Inc. (“BC Therapeutics” or “the Investee”) entered a
share purchase agreement (“SPA”), pursuant to which the Company initially provided a loan of $300,000 to BC Therapeutics,
with no interest to be paid. Subsequently, in accordance with the SPA, this loan was converted into an equity investment in BC Therapeutics
at a rate of $1.25 per share, resulting in a 37.5% ownership interest (“Initial Investment”). |
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Pursuant
to the SPA (“Initial Investment”), Briacell also received two options to invest an additional $225,000
per option at $1.25
per BC Therapeutics share (“BC Therapeutic Options”)
through to June 30, 2024. In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $76,350
in accordance with the Black Scholes Option Price Model, using
the following assumptions: Share price: $1.25,
Exercise price: $1.25,
Dividend yield: 0%,
Risk free interest rate: 4.902%,
Volatility: 100%, and expected lives ranging from 0.16 years to 0.53 years.
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Following
the Initial Investment, the Company and BC Therapeutics signed three amendments, each time,
extending the BC Therapeutic Options expiry date and increasing the amount of capital that
the Company can invest at the same price per share of $1.25.
BC Therapeutic Options now expire on June 2027. The most recent BC Therapeutic Option received
was valued at $193,829
in accordance with the Black Scholes Option Price Model, using the following assumptions:
Share price: $1.25,
Exercise price: $1.25,
Dividend yield: 0%,
Risk free interest rate: 3.527%,
Volatility: 100%
and expiry date: 1.41 years. This amount has been included in the Company’s investment
with a corresponding credit to unrealized gain on investment in the condensed consolidated
statements of operations and comprehensive loss.
During the nine-month period ended April 30,
2026, the Company exercised the BC Therapeutic Options totaling $260,000
and received 208,000
shares.
At
each exercise date, the portion of the BC Therapeutic Options being exercised was revalued using the Black-Scholes Option Price Model
and the change in fair value was recorded in the condensed consolidated statements of operations and comprehensive loss. On April
30, 2026, the Company revalued the remaining balance of the BC Therapeutic Options in accordance with the Black Scholes Option Price
Model, using the following assumptions: Share price: $1.25, Exercise price: $1.25, Dividend yield: 0%, Risk free interest rate: 3.885%,
Volatility: 100% and expiry date: 1.17 years. The change in fair value was recorded in the condensed consolidated statements of operations
and comprehensive loss.
BC Therapeutics has a board of four representatives,
with two representatives appointed by BriaCell and two representatives appointed by the existing shareholders. All significant decisions
related to BC Therapeutics require the approval of at least a majority of the board members.
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As
of April 30, 2026, the Company holds 892,000 of the 1,292,000 issued and outstanding shares in BC Therapeutics, representing a 69.04%
ownership interest. In addition, 288,000 shares remain available for purchase under the Third BC Therapeutics Option at an exercise
price of $1.25 per share; these options expire on June 30, 2027. |
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In
accordance with ASC 810, the Company continues to account for the investment under the equity method of accounting as the Company
does not exercise control over BC Therapeutics. |
BriaCell
Therapeutics Corp
Notes
to the Condensed Consolidated Financial Statements
(Unaudited,
expressed in US Dollars, except share and per share data and unless otherwise indicated)
NOTE
3: INVESTMENT IN BC THERAPEUTICS INC. (Cont.)
Changes
in the Company’s equity investment in BC Therapeutics is summarized as follows:
SCHEDULE OF CHANGES IN INVESTMENT
| Balance – August 1, 2024 | |
$ | 418,490 | |
| Funding (including the value of the BC Therapeutics Options) | |
| 330,000 | |
| Share of losses | |
| (224,212 | ) |
| Balance – July 31, 2025 | |
| 524,278 | |
| Exercise of BC Therapeutic Options during the period (funding) | |
| 260,000 | |
| Fair value of BC Therapeutics Options on February 1, 2026 | |
| 193,829 | |
| Change
in fair value during the period |
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(55,999 |
) |
| Share of losses | |
| (171,126 | ) |
| Balance – April 30, 2026 | |
$ | 750,982 | |
The
following amounts represent the Company’s 69% share of the assets of BC Therapeutics (July 31, 2025 – 63.1%):
SCHEDULE OF ASSETS AND LIABILITIES OF BC THERAPEUTICS
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As of April 30, 2026 | |
| Current assets: Cash | |
$ | 2,117 | |
| Net assets | |
$ | 2,117 | |
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