Exhibit
10.39


 





LOAN
AGREEMENT


 


THIS
LOAN AGREEMENT (this “Agreement”) dated this 27th Day of January 2020


 


BETWEEN:


 


ClearIt
LLC of 11 Togan Way, Marblehead, MA 01945

(the “Lender”)


 


OF
THE FIRST PART


 


AND


 


BriaCell
Therapeutics Corporation of Suite 300 Bellevue Centre, 235 – 15th St., West Vancouver, BC V7T 2X1 Canada

(the “Borrower”)


 


OF
THE SECOND PART


 


IN
CONSIDERATION OF the Lender loaning certain monies (the “Loan”) to the Borrower, and the Borrower repaying the
Loan to the Lender, both parties agree to keep, perform and fulfill the promises and conditions set out in this Agreement:


 


Loan
Amount and Interest


 


The
Lender promises to loan $50,000.00 USD to the Borrower and the Borrower promises to repay this principal amount to the Lender,
with interest payable on the unpaid principal at the rate of 2.50 percent per annum, calculated yearly not in advance, beginning
on January 27, 2020.


 


Payment


 


This
loan will be repaid in full on March 2, 2020. The Borrower may repay this Loan in full or in part any time before March 2, 2020
without penalty.


 


Default


 


Notwithstanding
anything to the contrary in this Agreement, if the Borrower defaults in the performance of any obligation under this Agreement,
then the Lender may declare the principal amount owing and interest due under this Agreement at that time to be immediately due
and payable.


 


Further,
if the Lender declares the principal amount owing under this Agreement to be immediately due and payable, and the Borrower fails
to provide full payment, interest at the rate of 15.00 percent per annum, calculated yearly not in advance, will be charged on
the outstanding amount, commencing the day the principal amount is declared due and payable, until full payment is received by
the Lender.


 


Governing
Law


 


This
Agreement will be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.


 


Costs


 


All
costs, expenses and expenditures including, without limitation, the complete legal costs incurred by enforcing the Agreement as
a result of any default by the Borrower, will be added to the principal then outstanding and will immediately be paid by the Borrower.


 




    	 



    	 



    

 


LOAN
AGREEMENT


 


Binding
Effect


 


This
Agreement will pass to the benefit of and be binding upon the successors and permitted assigns of the Borrower and Lender. The
Borrower waives presentment for payment, notice of non-payment, protest and notice of protest.


 


Amendments


 


This
Agreement may only be amended or modified by a written instrument executed by both the Borrower and the Lender.


 


Severability


 


The
clauses and paragraphs contained in the Agreement are intended to be read and construed independently of each other. If any term,
covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable,
it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that
court to render the provision reasonable and enforceable and the remainder of this Agreement will in no way be affected, impaired
or invalidated as a result.


 


General
Provisions


 


Headings
are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.


 


Entire
Agreement


 


This
Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.


 


IN
WITNESS WHEREOF, the parties have duly affixed their signatures under hand on this 27th day of January 2020.


 


	SIGNED
    AND DELIVERED	 	ClearIt
    LLC
	this
                                         27th Day of January 2020.



	 	
	 	 	Per:
    	 /s/
    Martin E. Schmieg 
	 	 	 
	SIGNED
    AND DELIVERED	 	BriaCell
    Therapeutics Corporation
	this
                                         27th Day of January 2020.



	 	 
	 	 	Per:	 /s/
    William V. Williams