| 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. The first option expired on February 15, 2024 (“First BC Therapeutics Option”) and the
second option expired on June 30, 2024 (“Second BC Therapeutics Options”, together, the “BC Therapeutic Options”).
In accordance with ASC 321 and ASC 815, the BC Therapeutics Options were valued at $76,350 in accordance with the Black Scholes Option
Price Model, using the following assumptions: Share price: $1.25, Exercise price: $1.25, Dividend yield: 0%, Risk free interest rate:
4.902%, Volatility: 100%. |
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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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The
Company initially acquired a significant interest in BC Therapeutics on February 1, 2024,
by exercising the First BC Therapeutics Option, increasing its ownership to 51.2%. On August
7, 2024, following the expiration of the original Second BC Therapeutics Option, the Company
and BC Therapeutics amended the SPA to introduce new options, allowing the exercise in tranches
of at least 20,000 shares at $1.25 per share. On March 18, 2025, the SPA was amended a second
time, such that the Second BC Therapeutics Option is increased to 424,000 shares and expires
in June 2026 (a one year extension). During the six-month period ended January 31, 2026,
the Company exercised this option in totaling $165,000 and received 132,000 shares.
As
of January 31, 2026, the Company holds 816,000 of the 1,204,000 issued and outstanding shares in BC Therapeutics, representing a
67.8% ownership interest. In addition, 28,000 shares remain available for purchase under the Second BC Therapeutics Option at an
exercise price of $1.25 per share; these options expire on June 30, 2026. |
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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.
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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 | |
| Funding
(including the value of the BC Therapeutics Options) | |
| 165,000 | |
| Share
of losses | |
| (106,823 | ) |
| Balance
– January 31, 2026 | |
$ | 582,455 | |
The
following amounts represent the Company’s 67.8% 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 January
31, 2026 | |
| Current
assets: Cash | |
$ | 1,400 | |
| Net assets | |
$ | 1,400 | |
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