Avricore Health Inc 20-F for FY2025
Avricore Health Inc. (AVCRF)
About this 20-F
Avricore Health Inc filed this 20-F on November 6, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 533.88K CAD
- down 88.8% from 4.79M CAD a year earlier
- Net loss
- 1.86M CAD
- compared with a net loss of 668.98K CAD a year earlier
- Diluted EPS
- -0.02 CAD
- compared with -0.01 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR | |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For
the fiscal year ended | |
| OR | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Event requiring this shell company report _____________
For the transition period from ___________________ to ______________________
Commission
file number:
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Company’s name into English)
(Jurisdiction of incorporation or organization)
Contact
person:
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Name of each exchange on which registered | |
| Not Applicable | Not Applicable |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Common Shares Without Par Value
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. December 31, 2025 - .
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 Yes ☐
Indicate
by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 2 of 105 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):
Large
accelerated filer ☐ Accelerated filer ☐
If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, 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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
| Item 17 ☐ Item 18 ☐ |
If
this is an annual report, indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)
Indicate by check mark whether the Company has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
The
information set forth in this Annual Report on Form 20-F is as at December 31, 2025 unless an earlier or later date is indicated.
FORM 20-F ANNUAL REPORT
TABLE OF CONTENTS
| ii |
INTRODUCTION
Nomenclature
In this Annual Report on Form 20-F, which we refer to as the “Annual Report”, except as otherwise indicated or as the context otherwise requires, the terms “Company”, “Avricore”, “we”, “our” or “us” refers to Avricore Health Inc. and its subsidiaries.
You should rely only on the information contained in this Annual Report. We have not authorized anyone to provide you with information that is different. The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.
The Company was incorporated by registration of its Memorandum and Articles under the BC Companies Act on May 30, 2000 under the name “Duft Biotech Capital Ltd.”
On November 13, 2003, the Company acquired the assets of ALDA Pharmaceuticals Inc. (“API”), a private company founded in 1996.
On November 26, 2003 the Company changed its name to ALDA Pharmaceuticals Corp. (“the Company”). The Company is still a British Columbia, Canada, company.
Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value. There are no Indentures or Agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights.
On July 24, 2013 the Company changed its name to NUVA Pharmaceuticals Inc. (“the Company”). The Company is still a British Columbia, Canada, company.
On July 28, 2014 the Company changed its name to VANC Pharmaceuticals Inc. (“the Company”). The Company is still a British Columbia, Canada, company.
On December 28, 2017, the Company completed the acquisition of all the common shares of HealthTab Inc. (“HealthTab”), a private company. HealthTab’s primary asset is intellectual property and certain trademarks and web domains related to the design of the HealthTabTM system, being a lab-accurate, point of care testing platform.
On November 5, 2018 the Company changed its name to Avricore Health Inc. (the “Company”). The Company is still a British Columbia, Canada, company.
BUSINESS OF AVRICORE HEALTH INC.
Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™ (a wholly owned subsidiary), it provides a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients.
FINANCIAL AND OTHER INFORMATION
The Company’s reporting currency and domestic currency is Canadian Dollars. In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This Annual Report on Form 20-F contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, principally in ITEM #4, “Information on the Company” and ITEM #5, “Operating and Financial Review of Prospects”. These statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. In particular, these include statements about the Company’s strategy for growth, future performance or results of current sales and production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings and intellectual property issues.
Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Annual Report under ITEM #3, “Key Information, Risk Factors” and factors described in documents that the Company may furnish from time to time to the Securities and Exchange Commission. The Company undertakes no obligation to update publicly or revise any forward-looking statements because of new information.
Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity, achievements or financial condition.
MEASUREMENT INFORMATION
Canada uses the metric measurement system and all of the measures used by the Company adhere to the standards of the metric system.
PART I
ITEM 1. IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A.1. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
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3.D. Risk Factors
Risks pertaining to the Company:
The Company’s limited operating history makes it difficult to evaluate the Company’s current business and forecast future results.
Since its inception, the Company has had limited revenues and has experienced significant operating losses each year. These losses are due to substantial expenditures on intellectual property protection, product development and product testing of commercial and consumer infection control product and pre-clinical testing for registration of a number of therapeutic products and over-the-counter (OTC) pharmaceutical products with Health Canada and the FDA. Sales of T36® Antiseptic Hand Sanitizer products were discontinued in the year ended December 31, 2012. During the year ended December 31, 2019, the Company discontinued its over-the-counter (OTC) pharmaceutical products business. The Company has changed its direction, and its current operations consist of developing and implementing its HealthTab™ point-of-care technology (POCT). During the year ended December 31, 2024 the Company was engaged in the rollout of the HealthTab™ point-of-care testing platform to 776 Shoppers Drug Mart and affiliated Loblaws locations nation-wide. On March 31, 2025 the Company concluded its operations with Shoppers Drug Mart and is redeployed its assets to support its expansion in the U.K. market.
The Company has commenced generating operating cash flow, however failure to generate sufficient revenues and cash flow in the future could cause the Company to go out of business.
The Company has no history of pre-tax profit and in the previous four years has had only limited annual revenues for most of the years it has been operating. The Company sustained operating losses for each of its fiscal years and has sustained significant accumulated operating losses. The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. Based upon current plans to introduce HealthTab™ into new markets in Canada and internationally, maintain the Company’s public listing on the TSX-Venture Exchange (the “Exchange”) and support the continued registration of its securities in the US, the Company may incur operating losses in future periods. These losses will occur because there are continuing expenses associated with the roll out of the Company’s HealthTab™ network, legal and accounting fees, the maintenance of its public listing and other expenses associated with running an operating business. Even if the Company becomes operationally profitable, the Company will need to raise significant amounts of new funding to expand these activities. Also, the Company may not be successful in generating significant revenues in the future. At the time of this report, the Company has sufficient funds to continue the roll out of its HealthTab™ network but it may be unable to do so without securing further financing. The Company may not be successful in generating revenues or raising capital in the future. Failure to generate revenues or raise capital could cause the Company to cease operations.
If the Company raises further funds through equity issuances, the price of its securities could decrease due to the dilution caused by the sale of additional shares.
Additional funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company’s current shareholders to experience dilution and possibly lower the trading price of its shares. Such securities may grant rights, preferences or privileges senior to those of the Company’s common shareholders.
The Company has issued a limited number of shares out of its authorized capital of an unlimited number of common shares, which could be dilutive and negatively affect the share price.
Having an unlimited number of authorized but unissued common shares could allow the Company’s Directors and Officers to issue a large number of shares without shareholder approval, leading to significant dilution of current shareholders and possible lowering of the share price.
The Company could enter into debt obligations and not have the funds to repay these obligations.
The Company does not have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain covenants, which would restrict the Company’s operations. The Company might not be able to repay indebtedness.
The Company could enter into contractual obligations and not have the funds to pay for these obligations.
The Company does not have any contractual restrictions on its ability to enter into binding agreements and, accordingly, the Company could incur significant obligations to third parties including financial obligations. Any such obligations could restrict the Company’s operations and the Company might not be able to pay for its commitments. If the Company cannot meet its commitments, legal action could be taken against the Company. Any such actions could further restrict the Company’s ability to conduct its business or could cause the Company to go out of business.
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The Company’s information technology systems are susceptible to certain risks, including cyber security breaches, which could adversely impact the Company’s operations and financial condition.
The Company’s operations involve information technology systems that process, transmit and store information about our suppliers, customers, employees, and financial information. These systems face threats including telecommunication failures, natural disasters, and cyber security threats, including computer viruses, unauthorized access to our systems, and other security issues. While the Company has implemented security measures to protect these systems, such threats change and evolve almost daily. There is no guarantee these actions will secure the information systems against all threats and vulnerabilities. The compromise or failure of these information systems could have a negative effect on the Company’s operations and financial condition.
As the Company is a Canadian company, it may be difficult for U.S. shareholders of the Company to effect service on the Company or to realize on judgments obtained in the United States.
The Company is a Canadian corporation. All of its directors and officers are residents of Canada and a significant part of its assets are, or will be, located outside of the United States. As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon the Company, directors, officers or experts who are not residents of the United States, or to realize in the United States judgments of courts of the United States predicated upon civil liability of any of the Company, directors or officers under the United States federal securities laws. If a judgment is obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against the Company or its directors or officers, it will be difficult to enforce the judgment in the Canadian courts against the Company and any of the Company’s non-U.S. resident executive officers or directors. Accordingly, United States shareholders may be forced to bring actions against the Company and its respective directors and officers under Canadian law and in Canadian courts in order to enforce any claims that they may have against the Company or its directors and officers. Nevertheless, it may be difficult for United States shareholders to bring an original action in the Canadian courts to enforce liabilities based on the U.S. federal securities laws against the Company and any of the Company’s non-U.S. resident executive officers or directors.
The Company’s future performance is dependent on key personnel. The loss of the services of any of the Company’s executives or Board of Directors could have a material adverse effect on the Company.
The Company’s performance is substantially dependent on the performance and continued efforts of the Company’s executives and its Board of Directors. The loss of the services of any of the Company’s executives or Board of Directors could have a material adverse effect on the Company’s business, results of operations and financial condition. There is no assurance that key personnel can be replaced with people with similar qualifications within a reasonable period of time. If any or all Directors resign, there is no assurance that new Directors can be found to replace any directors who resign.
The Company has not declared any dividends since its inception in 2000 and has no present intention of paying any cash dividends on its common shares in the foreseeable future.
The Company has not declared any dividends since its inception in 2000 and has no present intention of paying any cash dividends on its common shares in the foreseeable future. The payment by the Company of dividends, if any, in the future, rests in the discretion of the Company’s Board of Directors and will depend, among other things, upon the Company’s earnings, its capital requirements and financial condition, as well as other relevant factors.
There is no assurance that the Company will be able to secure the funds needed for future development, and failure to secure such funds could lead to a lack of opportunities for growth.
A lack of funds would also impair the Company’s ability to roll out the HealthTab™ network. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various activities and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.
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Conflicts of interest may exist for Directors and Officers which may inhibit their ability to act in the best interests of the Company and its shareholders leading to possible impairment of the Company’s ability to achieve its business objectives.
The directors and officers of the Company will not be devoting all of their time to the affairs of the Company. Some of the directors and officers of the Company are directors and officers of other companies. The directors and officers of the Company will be required by law to act in the best interests of the Company. They will have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Company may result in a breach of their obligations to the other companies and, in certain circumstances, this could expose the Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of the Company. Such conflicting legal obligations may expose the Company to liability to others and impair its ability to achieve its business objectives.
Management of the Company can, through their stock ownership in the Company, influence all matters requiring approval by the Company’s shareholders.
Management of the Company at the time of this report, collectively own approximately 10% of the Company’s issued and outstanding common shares at that date. These shareholders, if acting together, could significantly influence all matters requiring approval by the Company’s shareholders, including the election of directors and the approval of mergers or other business combination transactions. Management may not make decisions that will maximize shareholder value and may make decisions that will contribute to or cause the entrenchment of management.
The value and transferability of the Company shares may be adversely impacted by the limited trading market for the Company’s common shares.
The Company’s common shares are currently quoted on the TSX Venture Exchange under the symbol “AVCR” and on the PINK SHEETS under the symbol “AVCRF”. No assurance can be given that a market for the Company’s common shares will be quoted on an exchange in the U.S. or on the Over the Counter Bulletin Board. The Company’s common shares may be subject to illiquidity and investors may not be able to sell their shares in a timely manner.
The value and transferability of the Company shares may be adversely impacted by the penny stock rules.
The sale or transfer of the Company common shares by shareholders in the United States may be subject to the so-called “penny stock rules.” Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a “penny stock” (as defined in Rule 3a51-1) or effect the purchase of a penny stock by any person unless:
| (a) | Such sale or purchase is exempt from Rule 15g-9; |
| (b) | Prior to the transaction the broker or dealer has (1) approved the person’s account for transaction in penny stocks in accordance with Rule 15g-9, and (2) received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased; and |
| (c) | The purchaser has been provided an appropriate disclosure statement as to penny stock investment. |
The SEC adopted regulations generally define a penny stock to be any equity security other than a security excluded from such definition by Rule 3a51-1. Such exemptions include, but are not limited to (1) an equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operations for at least three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000 for the preceding three years; (2) except for purposes of Section 7(b) of the Exchange Act and Rule 419, any security that has a price of $5.00 or more; and (3) a security that is authorized or approved for authorization upon notice of issuance for quotation on the NASDAQ Stock Market, Inc.’s Automated Quotation System. It is likely that the Company’s common shares, assuming a market were to develop in the US, will be subject to the regulations on penny stocks. Consequently, the market liquidity for the common shares may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company’s common shares and the ability of shareholders to sell their securities in the secondary market in the US Moreover, the Company shares may only be sold or transferred by the Company shareholders in those jurisdictions in the US in which an exemption for such “secondary trading” exists or in which the shares may have been registered.
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There is no guarantee that there is a market for the Company’s common shares in the United States.
Although the Company’s common shares were added to the OTC Bulletin Board System on April 20, 2009 under the symbol “APCSF”, and the Company’s common shares are currently trading on the OTCQB under the symbol “AVCRF”, trading of the Company’s shares is very limited. The Company cannot guarantee that there will be a market for the Company’s common shares in the United States or that there will any significant amount trading in the Company’s shares for the foreseeable future. The Company cannot guarantee that it will continue to maintain a listing in the United States or that it will not be found in default of existing regulations or new regulations and be suspended from trading or delisted.
Risks Pertaining to the Industry
There is a risk of competition from alternative POCT platforms.
Although competition is currently limited competitors may emerge offering alternative platforms. The Company will be competing with companies that are potentially already entrenched in some markets or may be better funded than the Company.
There is a risk that the Company’s intellectual property infringes upon the rights of other companies, which could lead to reduced revenues, reduced margins due to sanctions against the Company, outright withdrawal or prohibition of products or trademarks from the market and significant costs for legal defense against infringement claims, re-branding of products and revised marketing materials.
The Company is unaware of any infringement claims being made against the Company or its products or processes at the time of writing. In the future, there can be no assurances that third parties will not assert infringement claims in the future or require the Company to obtain a license for the intellectual property rights of such third parties. There can be no assurance that such a license, if required, will be available on reasonable terms or at all. If the Company does not obtain such a license, it could encounter delays in the roll out of the Company’s HealthTab™ network.
ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company
Capital Pool Company
The Company was incorporated by registration of its Memorandum and Articles under the BC Companies Act on May 30, 2000 under the name “Duft Biotech Capital Ltd.” and was classified as a Capital Pool Company (“CPC”) on the TSX Venture Exchange. Under the policies of the TSX Venture Exchange, the principal business of a CPC is to identify and evaluate opportunities for acquisition. The completion of such an acquisition is referred to as a Qualifying Transaction. A CPC does not carry on any business other than the identification and evaluation of assets or businesses in connection with potential Qualifying Transactions, does not have business operations or assets other than seed capital and has no written or oral agreements for the acquisition of an asset or business at the time of formation.
A “Qualifying Transaction”, pursuant to the policies of the TSX Venture Exchange, is a transaction whereby a capital pool company:
| (a) | Issues or proposes to issue, in consideration for the acquisition of significant assets or businesses, common shares or securities convertible, exchangeable or exercisable into common shares, which, if fully converted, exchanged or exercised would represent more than 25 percent of its common shares issued and outstanding immediately prior to the issuance; |
| (b) | Enters into an arrangement, amalgamation, merger or reorganization with another issuer with significant assets, whereby the ratio of securities which are distributed to the security holders of the capital pool company and the other issuer results in the security holders of the other issuer acquiring control of the resulting entity; or |
| (c) | Otherwise acquires significant assets other than cash. |
On November 13, 2003, the Company acquired the assets of ALDA Pharmaceuticals Inc. (“API”), a private company founded in 1996.
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Financings
The Company has financed its operations since inception through funds raised in a series of private placements of common shares:
| Fiscal Year Ended | Nature of Share Issuance | Number of Shares | Amount ($) | |||||||||||
| 30-Jun-2001 | Private Placement @ | $ | 0.34 | 294,119 | $ | 100,000 | ||||||||
| 30-Jun-2002 | Canadian Prospectus Offering (IPO) @ | $ | 0.68 | 300,000 | $ | 204,000 | ||||||||
| 30-Jun-2003 | Broker’s Warrant Shares on Canadian Prospectus Offering (IPO) @ | $ | 0.68 | 37,500 | $ | 25,500 | ||||||||
| 30-Jun-2004 | Private Placement @ | $ | 0.60 | 86,667 | $ | 52,000 | ||||||||
| Private Placement @ | $ | 0.80 | 1,550,000 | $ | 1,240,000 | |||||||||
| 30-Jun-2005 | Private Placement @ | $ | 0.40 | 750,000 | $ | 300,000 | ||||||||
| 30-Jun-2006 | Private Placement @ | $ | 0.20 | 979,000 | $ | 195,800 | ||||||||
| Private Placement @ | $ | 0.20 | 275,000 | $ | 55,000 | |||||||||
| 30-Jun-2007 | Private Placement @ | $ | 0.20 | 357,500 | $ | 71,500 | ||||||||
| Private Placement @ | $ | 0.40 | 2,000,000 | $ | 800,000 | |||||||||
| 30-Jun-2008 | Private Placement @ | $ | 0.48 | 500,000 | $ | 240,000 | ||||||||
| Private Placement @ | $ | 0.60 | 875,000 | $ | 525,000 | |||||||||
| 30-Jun-2009 | N/A | N/A | ||||||||||||
| 30-Jun-2010 | Private Placement @ | $ | 1.00 | 1,500,000 | $ | 1,500,000 | ||||||||
| 30-Jun-2011 | Private Placement @ | $ | 0.40 | 818,750 | $ | 327,500 | ||||||||
| Private Placement @ | $ | 0.40 | 500,000 | $ | 200,000 | |||||||||
| 30-Jun-2012 | Private Placement @ | $ | 0.40 | 140,000 | $ | 56,000 | ||||||||
| 30-Jun-2013 | Private Placement @ | $ | 0.40 | 2,000,000 | $ | 800,000 | ||||||||
| 30-Jun-2014 | Private Placement @ | $ | 0.40 | 937,500 | $ | 375,000 | ||||||||
| 30-Jun-2015 | Private Placement @ | $ | 0.60 | 1,901,833 | $ | 1,141,100 | ||||||||
| Stub period ended 31-Dec-2015 | N/A | N/A | ||||||||||||
| 31-Dec-2016 | N/A | N/A | ||||||||||||
| 31-Dec-2017 | Private Placement @ | $ | 0.15 | 10,585,326 | $ | 1,587,799 | ||||||||
| 31-Dec-2018 | Private Placement @ | $ | 0.15 | 5,327,335 | $ | 799,100 | ||||||||
| 31-Dec-2019 | Private Placement @ | $ | 0.05 | 6,852,400 | $ | 342,620 | ||||||||
| 31-Dec-2019 | Private Placement @ | $ | 0.07 | 4,206,435 | $ | 294,450 | ||||||||
| 31-Dec-2020 | Private Placement @ | $ | 0.10 | 6,260,000 | $ | 626,000 | ||||||||
| 31-Dec-2021 | Private Placement @ | $ | 0.10 | 8,740,000 | $ | 874,000 | ||||||||
| 31-Dec-2021 | Private Placement @ | $ | 0.22 | 7,000,000 | $ | 1,540,000 | ||||||||
| 31-Dec-2026 | Private Placement @ | $ | 0.05 | 25,080,000 | $ | 1,254,000 | ||||||||
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4.B. Business Overview
Operations & Principal Activities
Avricore Health Inc. is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™ (a wholly owned subsidiary), it provides a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients.
During the year ended December 31, 2019, the Company discontinued its over-the-counter (OTC) pharmaceutical products business and ceased production and sales of all generic and over-the-counter pharmaceuticals.
Avricore sees the community pharmacy as underutilized and is committed to supporting their ability to deliver innovation to modern healthcare consumers. Pharmacies face reduced revenues as a result of disruptions to the sector and regulatory changes. As a result, pharmacy owners are actively looking for innovations in service and value-added services, like HealthTab™, to support their business growth beyond the traditional dispensing model. Community pharmacy is expected to focus increasingly on cognitive services with attendant point of care testing in the future.
The Company hopes to improve health outcomes for patients and lower overall healthcare system costs in this way, bridging traditional healthcare platforms with disruptive innovations and eventually achieving the healthcare cost savings government and private payors are seeking to achieve.
This is all possible thanks to the Company’s HealthTab™ technology, which provides lab-accurate results for specific blood work within 12 minutes. Installed at the pharmacy and administered by the attending pharmacist, the patient can quickly access up to 27 bio-markers. The advantage of this innovation is that a consumer can quickly access data on their health with a simple patient assisted finger prick to share with their physician and healthcare team, track their health overtime, measure the impacts of therapies they are undertaking and screen for potential health risks.
HealthTab™ allows for these innovations to be accessed in a low barrier manner at the community pharmacy level for a balanced cost. The pharmacist is also able to benefit from this new revenue stream, build a deeper relationship with clientele and fully realize their ability to deliver lower cost healthcare support.
Avricore is focused on expanding and further deploying HealthTab™ to best meet the current community pharmacy sector’s needs. The Company is also in late-stage discussions with other Canadian and international major pharmacy chains, and has a strong prospect list for future expansion.
The Company promotes a cleaner and greener economy and continues to drive towards sustainability, including regular evaluations of its sourcing and shipping procedures to ensure they are environmentally friendly.
Key developments in the year ended December 31, 2025 have included:
| ● | 38 HealthTab™ systems were operating in the UK as of December 1, 2025; 7 in North East London, and 6 in North Central London and 25 in additional locations outside London | |
| ● | HealthTab™ is being deployed in a new pilot launched by Barts Health NHS Trust, in collaboration with UCL Partners and the British Heart Foundation (BHF), to deliver inclisiran cholesterol-lowering injections through community pharmacies – a major expansion to secondary prevention. | |
| ● | HealthTab has gained meaningful traction within the NHS, including the screening of more than 3,500 patients in community pharmacies across North East and North Central London through a collaboration with Barts Health NHS Trust. In an initial lipid-screening cohort of 556 patients, approximately one in five was identified as having elevated cardiovascular risk. | |
| ● | During an initial one-month pilot of HbA1c testing for diabetes screening, the Company completed 2,295 HbA1c tests across 57 locations, achieving a monthly per-location average 10 times higher than previously achieved in Canada. | |
| ● | In the year ended December 31, 2025 revenue decreased by 89% year over year to $533,884 and gross profit decreased by 87% to $238,295. | |
| ● | In the year ended December 31, 2025 the Company recorded a comprehensive loss of $1,858,840 (2024 – $669,024) and a net decrease in cash of $904,474 (2024 -increase $855,821). |
| 8 |
Growth Strategy 2026 and Beyond:
The Company is implementing its strategy to grow HealthTab™ in the United Kingdom — a decision aligned with the region’s robust healthcare market and significant investment in pharmacy-led services. The Company has staged over 700 analysers from Canada to the UK. This transition enhances resource efficiency and reduces upfront capital requirements for expanded device deployment.
The Company’s wholly-owned subsidiary, HealthTab Ltd, has entered into a formal multi-year collaboration agreement with Abbott, a global healthcare company, to supply and distribute Abbott’s point-of-care testing products through the HealthTab™ platform in the UK. The agreement allows HealthTab to distribute Abbott’s AfinionTM 2 Analyzer in NHS-linked pharmacies to test for HbA1c and lipid profiles. The collaboration also establishes a structured framework for the continued expansion of point-of-care testing through community pharmacies.
UK Market Opportunity
The timing of the Company’s strategic efforts is driven by unprecedented UK government investment in UK pharmacy services:
| ● | On May 29, 2026, the Department of Health and Social Care and NHS England announced a £340 million government-funded deal for community pharmacy in 2026–2027, agreed with Community Pharmacy England, which will roll out NHS-funded Independent Prescribing nationally from autumn 2026. For the first time, qualified community pharmacists will be able to assess patients and prescribe NHS medicines directly across a range of conditions as a nationally commissioned service — the realization of the Independent Prescribing mandate previously set out under the Pathfinder Programme, reinforcing the shift toward community-based diagnosis and the point-of-care screening required to support it. The deal builds on the Pharmacy First service, which delivered over 3.3 million consultations between March 2025 and February 2026, up 43% year-over-year. (Source) | |
| ● | The UK Government’s foundational strategy for the nation is detailed in its Plan for Change, launched in late 2024, where it lays out specific goals to increase access to NHS lead care by focusing on community care options, like pharmacy, and engaging in preventative health measures, specifically for chronic diseases, such as heart disease. (Source: pg. 27). | |
| ● | On March 31, 2025, following a 6-week consultation, the Department of Health and Social Care announced an extra £617 million over 2 years to support community pharmacy, including fee increases for blood-pressure screening to identify undiagnosed hypertension. (source) | |
| ● | The Community Pharmacy Pathfinder Program lays out the mandate and milestones for pharmacists to become Independent Prescribers, giving them the ability, for the first time, to directly diagnose and prescribe for chronic disease like cardiovascular disease. (source) Government also clearly intimating that point-of-care screening, as this will be required to meet this new pharmacy services practice. | |
| ● | The NHS committed £645 million (approx. $1.1 billion CAD) to its Pharmacy First program in 2024. | |
| ● | Currently, the NHS has one of the lowest family doctors to patient ratios it’s had in decades, meaning one GP is responsible for almost 2300 patients on average. | |
| ● | The NHS has mandated standardized electronic health records integration across all NHS services (HealthTab™ is a digital platform that integrates with electronic health record systems). | |
| ● | Pharmacy-based screening programs have shown strong patient uptake. On October 11, 2024, the NHS Confederation, who represents NHS providers with over 1.5 million staff, caring for more than 1 million patients a day and control £150 billion of public expenditure, released their report measuring return on investment (ROI) for healthcare expenditures. The report listed community based cardiovascular disease screening and prevention as one of the best ROI’s at £7.52 per £1 and £9 for diabetes invested after five years, further stating that “Implementing community pharmacies to aid in the detection of cardiovascular disease provided the quickest return, within one year.” |
| 9 |
| ● | There are nearly 12,000 pharmacies in the UK, and more than half are participating currently in POCT blood-pressure screening, conducting approximately 250,000 screenings per month, demonstrating high amounts of undiagnosed hypertension. | |
| ● | Recently, the NHS announced “shocking” findings of the rapid rise of strokes in people over 50, rising 55% in the last ten years. (Source) | |
| ● | Only about 7% of UK pharmacies are profitable, adding services will not only ensure better access to care for patients and reduce acute and long-term chronic disease costs, but also ensure financial security for these critical healthcare access points. (Source) |
Initial UK Expansion and Implementation
The Company’s first HealthTab™ UK deployment in North East London pharmacies targets an area with significant cardiovascular disease burden and demonstrates the HealthTab™ platform’s potential for rapid scaling:
| ● | In November 2024 the Company announced the first cholesterol testing location in North East London. | |
| ● | HealthTab™ is partnered with UCL Partners, an academic health science centre located in London, England. It is the largest academic health science centre in the world, treats more than 1.5 million patients each year, has a combined annual turnover of around £2 billion and includes around 3,500 scientists, senior researchers and consultants. | |
| ● | HealthTab™ has integrated with NHS digital pathways, achieving data access objectives set out in current plans, and is continuing with further API connections. | |
| ● | Focus is on areas with highest preventable disease burden. | |
| ● | HealthTab™ enjoys strong support from local health authorities and pharmacy leadership. | |
| ● | Cholesterol testing will expand to additional pharmacies in the coming months. |
Avricore’s HealthTab™ platform has been selected by a collaborative effort involving Barts Heart Centre, UCL Partners and HEART UK to assess the feasibility of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation. The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative. With NHS England allocating £645 million (approx. $1.1 billion CAD) to increase access to primary care in community pharmacy, HealthTab™ will support pharmacists in delivering vital support for chronic diseases.
Recently, the British Medical Journal conducted a comprehensive review of point-of-care devices used within the UK, noting that two-thirds fail to meet standards. The project lead for the NE London Initiative HealthTab was selected for was invited to offer comment on this in the Pharmaceutical Journal as the project’s prominence and leadership in this area were noted for utilizing best practices to ensure the highest standards, read the article here.
The reseller agreement between HealthTab™ Inc. and Abbott Rapid Diagnostics Limited UK & Ireland provides a foundation for HealthTab™ to purchase and distribute the Afinion™ 2 and associated tests for diabetes and heart disease screening in community pharmacies in the United Kingdom
Industry Trends
HealthTab™ is a cloud-based network technology that enables the world’s first harmonized, real-time response system where consumers receive a finger-stick blood test at their local pharmacy via a web-enabled clinical grade blood chemistry analyzer. These results are available in 12 minutes. Consumers’ bio-markers, which include key results related to heart, liver and kidney function, are received via secure login which they can then use to better understand their health performance and share with their healthcare team for evidence-based decision making. This one-of-a-kind real-time reporting system opens the door to improved preventative healthcare in public and private health systems.
De-identified data collected, with consumer consent across the HealthTab™ network of analyzers, can be shared with life-science companies and other research entities including the clinical research industry. The traditional clinical trial approach can be limited in the scope of time, demographical outreach, and other inherent exclusionary attributes. HealthTab™ presents a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and real-world evaluation clinical trials.
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HealthTab Market Fast Facts
| ● | Point of Care Testing Market to reach $93.21 Billion USD in 2030 (Source) | |
| ● | Nearly 13.6 Million Canadians expected to be diabetic or prediabetic by 2030, with many undiagnosed (Source) | |
| ● | Over 1 in 3 Americans, approximately 88 million people, have pre-diabetes (Source) | |
| ● | Close to 160,000 Canadians 20 years and older are diagnosed with heart disease each year, often it’s only after a heart attack they are diagnosed (Source) | |
| ● | There are more than 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in the UK. |
Manufacturing - The Company has discontinued the manufacturing of OTC and generic drugs.
4.C. Organization structure
The Company is not part of a group and has one wholly-owned subsidiary, HealthTab Inc., which is incorporated in British Columbia. HealthTab Inc. has one wholly owned subsidiary, HealthTab Ltd. incorporated in the UK.
4.D. Equipment
The Company’s property, plant and equipment is HealthTabTM systems deployed at pharmacy locations, comprised of system analyzers, system computer hardware and systems software.
Item 4A Unresolved Staff Comments
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis of the financial condition and operational performance should be read in conjunction with the audited consolidated financial statements of the Company and the notes thereto prepared in accordance with IFRS.
5. A. Operating Results of the Company
Overview
In the last several years, the Company’s primary focus was on expanding its HealthTab™ point-of-care testing platform in pharmacies across Canada, the United Kingdom and beyond.
In the most recent financials revenue decreased to $533,884 (2024 - $4,785,711) a 89% decrease due to the conclusion of the relationship with Shoppers Drug Mart.
Management’s focus is on expansion of the business to new markets, locations and jurisdictions; cost control and positive cash flows to ensure sustainable operations of the Company.
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Results of Operations for the years ended December 31, 2025, 2024 and 2023
Revenue from the continuing operations was $533,884 for the year ended December 31, 2025 (2024 - $4,785,711; 2023 - $3,485,147). This represents the revenue earned by the POTC HealthTab™ business acquired in 2018.
Marketing and Communication expenses
Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Shareholder communications | 41,954 | 49,932 | 112,234 | |||||||||
| 41,954 | 49,932 | 112,234 | ||||||||||
General and Administrative expenses
Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Bank service charges | 9,028 | 10,347 | 6,008 | |||||||||
| Filing and registration fees | 49,170 | 55,040 | 61,569 | |||||||||
| Insurance | 68,885 | 90,633 | 92,812 | |||||||||
| Office maintenance | 92,528 | 43,089 | 44,545 | |||||||||
| Payroll | 80,904 | 76,970 | 70,495 | |||||||||
| Regulatory fees | 4,585 | 1,131 | 7,373 | |||||||||
| Rent | 69,023 | 27,100 | 18,000 | |||||||||
| Travel | 93,203 | 95,338 | 35,317 | |||||||||
| Warranty expense | - | 9,750 | 3,250 | |||||||||
| 467,326 | 409,398 | 339,369 | ||||||||||
Share-based compensation
Share-based compensation for the year ended December 31, 2025 of $280,677 (2024: $541,164; 2023: $703,612) is a non-cash item that represents the allocation of the fair value of options over the vesting period.
5. B. Liquidity and capital resources
Liquidity
The Company’s operations have been financed through the issuance of common shares. Management anticipates that additional financings or capital requirements to fund the current commercial operations and working capital will be required to grow the business to the sustainable level.
Cash flows
Sources and Uses of Cash:
| Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Cash (used in)/ provided by operating activities | (789,933 | ) | 1,004,615 | 660,403 | ||||||||
| Cash used in investing activities | (114,362 | ) | (205,347 | ) | (1,046,859 | ) | ||||||
| Cash provided by financing activities | - | 56,600 | 42,500 | |||||||||
| Net change in cash and cash equivalents | (904,295 | ) | 855,868 | (343,956 | ) | |||||||
| Cash and Cash Equivalents | 227,918 | 1,132,392 | 276,571 | |||||||||
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Capital resources
Management devotes financial resources to the Company’s operations, sales and commercialization efforts, and business development. The Company will require cash to support working capital.
At December 31, 2025, the Company had a working capital of $192,772, compared to working capital of $1,252,139 at December 31, 2024. The Company believes that its cash on hand, the expected future cash inflows from the sale of its products, net proceeds from the closing of private placements and proceeds from loans, stock options and warrants exercised, if any, will be sufficient to finance the Company’s working capital and operational needs for at least the next twelve to eighteen months. If the Company’s existing cash resources together with the cash the Company generates from the sales of its products are insufficient to fund its working capital and operational needs, the Company may need to sell additional equity or debt securities or seek additional financing through other arrangements.
The Company does not have any off-balance sheet arrangements.
On June 16, 2026 the Company closed its non-brokered private placement for gross proceeds of $1,254,000 by issuing 25,080,000 units at $0.05 per unit. Each unit consists of one common share and one-half transferrable share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share for a period of 2 years from the closing date of the offering at a price of $0.10 per common share. No value was allocated to the warrants under the residual method.
The Company incurred a total of $91,494 of share issue costs, of which $54,600 was for finder fee, $27,355 was for fair value of issued 1,092,000 non-transferable finders warrants and the rest for other transaction costs.
5.C. Research and development, patents and licenses etc.
The Company will not be devoting resources to research, development and patents going forward. The Company is now focused on the growth of the POTC segment HealthTab™.
5.D. Trend information
There is a significant trend toward consumer point of care testing. Healthcare data, its capture, analysis and delivery to the consumer is a top market priority as consumers are looking to take greater control, however; those same consumers are looking to companies to manage the security of that data well and use it ethically.
5.E. Critical Accounting Estimates
Critical accounting estimates are disclosed in the consolidated financial statements for the current fiscal year.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth certain information as of December 31, 2025 and as of the date of this report about the Company’s current directors and senior management. There have been no subsequent changes to the Company’s current directors and senior management, except as footnoted below:
Table No. 6:
Directors and Senior Management:
| Other
Reporting Companies in Canada or the United States | ||||||||
| Name | Age | Position | Company | Position | ||||
| Rodger Seccombe(1) | 46 | CEO, Director | N/A | N/A | ||||
| Kiki Smith | 60 | CFO & Corporate Secretary | A.I.S. Resources Limited Ultra Lithium Inc. Goldex Resources Corp. |
Director Director Senior Officer | ||||
| Alan Arnstein | 58 | Director | N/A | N/A | ||||
| Christine Hrudka | 65 | Director | Rapid Dose Therapeutics Inc. | Director | ||||
| David Hall | 72 | Director | 0913693 B.C. Ltd. (formerly RepliCel Life Sciences Inc.) | Director | ||||
| Robert Sindelar | 73 | Director | N/A | N/A | ||||
| Tom Teahen | 57 | Director | N/A | N/A | ||||
| (1) | Mr. Seccombe was appointed CEO of the Company on June 4, 2025. |
Mr. Rodger Seccombe, Chief Executive Officer and Director, is a co-founder of HealthTab Inc. He has over 20 years of experience launching and running companies in software, healthcare technology, and clean energy. Mr. Seccombe earned a B.Com (hons) from UBC’s Sauder School of Business and is a Chartered Professional Accountant (CPA-CMA). Prior to HealthTab, he designed and developed cloud-based informatics system currently in use by world’s leading medical laboratories and instrument manufacturers. In 2006, he joined the start-up team at Canadian Bioenergy Corporation and helped pioneer the development of the renewable fuel industry in Canada. Mr. Seccombe was appointed CEO of the Company on June 4, 2025.
Ms. Kiki Smith CPA, CGA, CFO and Corporate Secretary,
Ms. Smith brings more than two decades of experience in managing and financing junior listed companies in the technology, mining exploration and food production sectors, including debt and equity financings, corporate structure design and management, cash flow management and forecasting, legal and regulatory compliance, investor communications, stakeholder engagement and risk management. She holds a BA in Economics from the University of British Columbia and a Certified Professional Accountant designation from the Certified Professional Accountants Association of British Columbia.
Mr. David Hall, Director is currently Chairman of Avricore Health Inc., Chairman of 0913693 B.C. Ltd. formerly RepliCel Life Sciences Inc. (“RepliCel”), a reporting issuer , past Chairman of Providence Healthcare Research Institute and a consultant to the life sciences industry. Mr. Hall served as Chief Executive Officer and President of RepliCel from 2012-2015. Prior to RepliCel, Mr. Hall consulted to the British Columbia government, companies in the pharmaceutical, biotech and e-Health industries and Non-Governmental-Organizations. Mr. Hall was a business founder, Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary of Angiotech Pharmaceuticals Inc., a company that was listed on the Toronto Stock Exchange and the NASDAQ. Mr. Hall is a past Chair and board member of Life Sciences BC and is the author of Life Sciences BC’s position papers for the BC Premier’s Competition Council Report and Conversation on Health. Mr. Hall was also a member of the BC Task Force on PharmaCare and the board of directors of Advantage BC. Mr. Hall holds an Honours degree in Economics and an Honours degree in Finance from the University of Manitoba.
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Mr. Alan Arnstein, Director previously worked for the Katz Group Canada where he oversaw the development of the Medicine Shoppe from 28 stores to 175 stores (corporate and franchised) before the successful sale to McKesson Canada. Mr. Arnstein also was very involved in expanding the Rexall pharmacy brand across Canada including responsibility for acquiring and consolidating independent pharmacies under the Rexall banner. Mr. Arnstein has played and continues to play an active role in real estate projects including the leasing of the Ice District next to Rogers Place in downtown Edmonton, an estimated $5.5B project.
Mr. Robert Sindelar, Director is a Professor in the Faculty of Pharmaceutical Sciences at the University of British Columbia (UBC) and an Advisor, External Relations to the Centre for Health Evaluation & Outcomes Sciences, Providence Health Care Research Institute and UBC. Dr. Sindelar is also an elected fellow International Pharmaceutical Federation, Chair of the Global Pharmacy Observatory Advisory Board of the International Pharmaceutical Federation, Member of the External Advisory Board, Trinity College Dublin, School of Pharmacy and Pharmaceutical Sciences. Dr. Sindelar is also a past Dean of the Faculty of Pharmaceutical Sciences, UBC, President Providence Health Care Research Institute and VP Research and Academic Affairs, Providence Health Care. Dr. Sindelar earned a B.A., Chemistry from Millikin University, a M.S. and Ph.D. in Medicinal Chemistry and Natural Products from the University of Iowa, College of Pharmacy.
Christine Hrudka, Director is a Canadian pharmacist, entrepreneur, leader, public speaker, and advocate for women in business. She owned Shoppers Drug Mart franchises in Saskatchewan and now owns independent pharmacies in Saskatoon. Christine served as Chair of the Canadian Pharmacy Association and has led the advancement of many critical topics provincially, nationally, and internationally. She is a board member of Pharmacy Association of Saskatchewan and of the Canadian Pharmacy Association. She currently sits as a board director of Rapid Dose Therapeutics (DOSE) and chairs Governance and Compensation. She also served as Director of Pharmapod, Director and committee member of Governance and Compensation, Smart Employee Benefits, Board chair of Aither Ingredient Corporation and Member-at-Large, University of Saskatchewan Senate. She has volunteered for many community boards such as SREDA, YWCA, United Way, and WESK. Christine holds a B.Sc. in Pharmacy (BSP) and a designation from the Institute of Corporate Directors, Designation (ICD.D).
Tom Teahen, Director served as president and CEO of the Ontario Workplace Safety and Insurance Board 2015-2021. He also served as chief of staff to the Ontario Minister of Labour, Minister of Education and to the Office of the Premier of Ontario during the period 2005 – 2015. Prior to that Mr. Teahen practiced law in the areas of labour and employment law, civil litigation and administrative law. Mr. Teahen currently serves as the Senior Vice President Advanced Fuels for Greenfield Global.
The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles of the Company.
No Director and/or member of senior management had been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or member of senior management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.
There are no family relationships between any two or more Directors or members of senior management.
There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.
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6.B. Compensation
Cash Compensation
Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Senior Management during the year ended December 31, 2025 and two previous years are detailed in Table No. 7 below:
Table No. 7
Annual Compensation of Senior Management
| Annual Compensation | Long Term Compensation Awards | |||||||||||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Other Annual Compen- sation ($) | Securities Under Option/ SAR’s Granted (#) | FMV (2) Options ($) | ||||||||||||
| Rodger Seccombe | 2025 | Nil | Nil | 216,000 | 825,000 | 25,245 | ||||||||||||
| Chief Executive Officer | 2024 | Nil | Nil | 216,000 | 600,000 | 100,411 | ||||||||||||
| 2023 | Nil | Nil | 216,000 | 300,000 | 93,222 | |||||||||||||
| Hector Bremner | 2025 | Nil | Nil | 198,000 | - | - | ||||||||||||
| Former Chief Executive Officer | 2024 | Nil | Nil | 216,000 | 600,000 | 100,411 | ||||||||||||
| 2023 | Nil | Nil | 216,000 | 300,000 | 71,613 | |||||||||||||
| Kiki Smith | 2025 | Nil | Nil | 128,400 | 264,000 | 8,078 | ||||||||||||
| Chief Financial Officer | 2024 | Nil | Nil | 128,400 | 222,000 | 37,152 | ||||||||||||
| and Corporate Secretary (1) | 2023 | Nil | Nil | 128,400 | 135,300 | 32,297 | ||||||||||||
| (1) | Consulting/management fees were paid to a consulting company owned by senior management; | |
| (2) | Share-based payments for options granted were measured using the Black-Sholes option pricing model. |
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Table No. 8
Director Stock Option at December 31, 2025
| Grant date | FMV(1) - $ | Issued | Vested | Expiry Date | ||||||||||||
| Hector Bremner, | Aug 30,2024 | 100,411 | 600,000 @ 0.29 | 600,000 | Aug 30, 2029 | |||||||||||
| Director (former director) | May 15, 2023 | 71,613 | 300,000 @ 0.28 | 300,000 | May 15, 2028 | |||||||||||
| Aug 10, 2022 | 93,222 | 700,000 @ 0.15 | 700,000 | Aug 10, 2027 | ||||||||||||
| Mar 22, 2021 | 73,130 | 325,000 @ 0.25 | 325,000 | Mar 22, 2026 | ||||||||||||
| Dec 8, 2020 | 34,857 | 500,000 @ 0.08 | 500,000 | Dec 8, 2025 | ||||||||||||
| Rodger Seccombe, | Jun 12, 2025 | 25,245 | 825,000 @ 0.05 | 618,750 | Jun 12, 2030 | |||||||||||
| Director | Aug 30, 2024 | 100,411 | 600,000 @ 0.29 | 600,000 | Aug 30, 2029 | |||||||||||
| May 15, 2023 | 71,613 | 300,000 @ 0.28 | 300,000 | May 15, 2028 | ||||||||||||
| Aug 10, 2022 | 93,222 | 700,000 @ 0.15 | 700,000 | Aug 10, 2027 | ||||||||||||
| Mar 22, 2021 | 73,130 | 325,000 @ 0.25 | 325,000 | Mar 22, 2026 | ||||||||||||
| Alan Arnstein, | Jun 12, 2025 | 7,650 | 250,000 @ 0.05 | 187,500 | Jun 12, 2030 | |||||||||||
| Director | Aug 30, 2024 | 33,470 | 200,000 @ 0.29 | 200,000 | Aug 30, 2029 | |||||||||||
| May 15, 2023 | 47,742 | 200,000 @ 0.28 | 200,000 | May 15, 2028 | ||||||||||||
| Aug 10, 2022 | 16,647 | 125,000 @ 0.15 | 125,000 | Aug 10, 2027 | ||||||||||||
| Mar 22, 2021 | 16,876 | 75,000 @ 0.25 | 75,000 | Mar 22, 2026 | ||||||||||||
| Christine Hrudka | Jun 12, 2025 | 7,650 | 250,000 @ 0.05 | 187,500 | Jun 12, 2030 | |||||||||||
| Aug 30, 2024 | 33,470 | 200,000 @ 0.29 | 200,000 | Aug 30, 2029 | ||||||||||||
| Jun 21, 2023 | 26,703 | 200,000 @ 0.20 | 200,000 | Jun 21, 2028 | ||||||||||||
| David Hall, | Jun 12, 2025 | 12,240 | 400,000 @ 0.05 | 300,000 | Jun 12, 2030 | |||||||||||
| Director | Aug 30, 2024 | 41,838 | 250,000 @ 0.29 | 250,000 | Aug 30, 2029 | |||||||||||
| May 15, 2023 | 59,677 | 250,000 @ 0.28 | 250,000 | May 15, 2028 | ||||||||||||
| Aug 10, 2022 | 59,928 | 450,000 @ 0.15 | 450,000 | Aug 10, 2027 | ||||||||||||
| Mar 22, 2021 | 16,876 | 75,000 @ 0.25 | 75,000 | Mar 22, 2026 | ||||||||||||
| Dr. Robert Sindelar, | Jun 12, 2025 | 7,650 | 250,000 @ 0.05 | 187,500 | Jun 12, 2030 | |||||||||||
| Director | Aug 30, 2024 | 33,470 | 200,000 @ 0.29 | 200,000 | Aug 30, 2029 | |||||||||||
| May 15, 2023 | 47,742 | 200,000 @ 0.28 | 200,000 | May 15, 2028 | ||||||||||||
| Aug 10, 2022 | 16,647 | 125,000 @ 0.15 | 125,000 | Aug 10, 2027 | ||||||||||||
| Mar 22, 2021 | 16,876 | 75,000 @ 0.25 | 75,000 | Mar 22, 2026 | ||||||||||||
| Thomas Teahen | Jun 12, 2025 | 7,650 | 250,000 @ 0.05 | 187,500 | Jun 12, 2030 | |||||||||||
| Aug 30, 2024 | 33,470 | 200,000 @ 0.29 | 50,000 | Aug 30, 2029 | ||||||||||||
| Jun 21, 2023 | 26,703 | 200,000@ 0.20 | 100,000 | Jun 21, 2028 | ||||||||||||
(1) Share-based payments for options granted were measured using the Black-Sholes option pricing model.
The following table gives certain information concerning stock option exercises during Fiscal 2025 by the Company’s Senior Management and Directors. It also gives information concerning stock option values.
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Table No. 9
Aggregated Stock Options Exercises in the year ended December 31, 2025
Fiscal Year-end Unexercised Stock Options
Fiscal Year-end Stock Option Values
Senior Management/Directors
| Name | Number of Shares Acquired on Exercise | Aggregate Value Realized | Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable/Un-exercisable | |||||||
| Total | - | $ | - | $ | Nil | |||||
Director Compensation: The Company has no formal plan for compensating its Directors for their service in their capacity as Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director. Other than indicated below no Director received any compensation for his services as a Director, including committee participation and/or special assignments.
Stock Options: The Company may grant stock options to Directors, Senior Management and employees. Refer to ITEM #6.E., “Share Ownership” and Table No. 8 for information about stock option grants.
Other Compensation: No Senior Manager or Director received “other compensation” in excess of the lesser of US$25,000 or 10% of such officer’s cash compensation, and all Senior Managers or Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.
Bonus/Profit Sharing/Non-Cash Compensation: Except for the stock option program discussed in ITEM #6.E., the Company had no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company’s Directors or Senior Management.
Pension/Retirement Benefits: No funds were set aside or accrued by the Company during the year ended December 31, 2025 to provide pension, retirement or similar benefits for Directors or Senior Management.
6.C. Board Practices
6.C.1. Terms of Office.
At every Annual General Meeting of the Company, the Directors are elected by the shareholders and serve as Directors until the next Annual General Meeting is held.
6.C.2. Directors’ Service Contracts.
The Company retains its Officers as independent consultants. The Company will not be required to make contributions for employment insurance, Canada Pension, workers’ compensation or other similar levies in respect of the fee for services to be paid to the Officers. Each Officer agrees to pay all required contributions and deductions for income taxes, workers’ compensation and employment insurance and shall indemnify and save the Company harmless from and against all claims, actions, losses, expenses, costs or damages which the Company or its officers, employees or agents may suffer as a result of the Officer’s non-compliance with this requirement.
Each Officer agrees to provide sufficient time and attention to the business and affairs of the Company, to advise and counsel the Board of Directors of the Company and to channel to the Company all knowledge, business and customer contacts and any other information that could concern or be in any way beneficial to the Company. All information communicated to the Company will be the property of the Company. The Officers acknowledge that each is a “person in a special relationship”, as that expression is defined in the securities laws of various provinces of Canada, and may receive material information concerning the business and affairs of the Company that has not been generally disclosed, and covenant and agree that they will not purchase or sell any securities of the Company until such information has been generally disclosed. The Company is aware that the Officers may provide services to certain other companies from time to time as disclosed above. The Officers agree that they will not provide services to any other companies without the written approval of the Company.
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The Company will pay a consulting fee in the amount of (Cdn) $10,700 per month to a company controlled by Kiki Smith for CFO and Corporate Secretarial services through a consulting agreement.
The Company will pay a consulting fee in the amount of (Cdn) $18,000 per month to Rodger Seccombe for CEO services through a consulting agreement.
The fees payable will be reviewed annually, and may be adjusted by the Company in consultation with the Officers to reflect general economic conditions, changes in the duties provided under this Agreement or performance by the Officers. The Officers are entitled to participate in the Company’s incentive stock option plan (Exhibit 4.m). The Company will reimburse the Officers for all reasonable travelling and other out-of-pocket expenses incurred in connection with services provided to the Company. The Officers will be entitled to participate in any benefit programs established by the Company. To date, no such plans are in place.
Inventions of any type made by the Officers become the sole property of the Company which will hold all intellectual property rights for such inventions. If the Company chooses to patent, copyright, trademark or otherwise protect the inventions, the Officers will assign their rights to the Company. The Officers will treat all information of the company as confidential except any information that is presently in the public domain, any information that subsequently becomes part of the public domain, any information obtained by the Officers from a third party with a valid right to disclose it or any information that was independently developed by the Officers or was in their possession prior to receipt from the Company.
The Officers agree that they shall not engage in any activity that is contrary to or detracts from the performance of the business of the Company, will not receive any personal benefit from any party having business with the Company without the approval of the Board of Directors of the Company and, during the term of the agreement and for a period of one year afterwards, will not compete with the Company or solicit customers or employees of the Company.
The Officers may terminate their respective agreements with the Company by giving thirty (30) days written notice to the Company. The Company may waive such notice and, if it does so, such agreements will cease on the date the Company waives such notice. The Company may terminate the agreements without notice or payment in lieu of notice for breach of the agreement. The Company may terminate any agreement at its sole discretion and for any reason upon giving the Officer written notice of termination provided that the Company pays, in lieu of notice, three (3) months fee severance. The Company may terminate any agreement without notice or payment in lieu of notice upon a change of control of the holding company of the Officer or the death or permanent disability of the Officer. Upon termination of an agreement, the Officer will promptly return all property. Each agreement may be subject to the acceptance by TSX Venture Exchange and a refusal to do so shall not constitute a default of the Company.
6.C.3. Board of Director Committees.
The Company has an Audit Committee, which is governed by an Audit Committee Charter (filed as Exhibit hereto) and recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company. The current members of the Audit Committee are: David Hall (Chairman), Robert Sindelar (Director) and Alan Arnstein (Director). The Audit Committee met once during the year ended December 31, 2025 to discuss and recommend approval by the Board of the Company’s audited financial statements. The interim financial statements and related Management Discussion and Analysis were approved by joint consent resolution.
6.D. Employees
As of December 31, 2025, the Company employed 1 employee. The Company engaged the services of Chief Executive Officer, Chief Financial Officer and Corporate Secretary, through consulting service contracts.
6.E. Share Ownership
Table No. 10 lists, as of the date of this report, Directors and Senior Management who beneficially own the Company’s voting securities, consisting solely of common shares, and the amount of the Company’s voting securities owned by the Directors and Senior Management as a group.
| 19 |
Table No. 10
Shareholdings of Directors and Senior Management
| Title of Class | Name of Beneficial Owner | Number of Shares | Options and Warrants | Percent of Class * | ||||||||
| Common | Kiki Smith | 1,224,500 | 1,041,300 options 200,000 warrants | 0.97 | % | |||||||
| Common | Rodger Seccombe | 7,480,611 | 3,225,000 options 1,300,000 warrants | 5.92 | % | |||||||
| Common | Robert Sindelar | 915,000 | 975,000 options 150,000 warrants | 0.72 | % | |||||||
| Common | Alan Arnstein | 25,000 | 975,000 options | 0.02 | % | |||||||
| Common | David Hall | 1,343,618 | 1,750,000 options | 1.06 | % | |||||||
| Common | Christine Hrudka | 522,500 | 850,000 options 250,000 warrants | 0.41 | % | |||||||
| Common | Thomas Teahen | 200,000 | 850,000 options 100,000 warrants | 0.16 | % | |||||||
| Total Directors/Management | 11,711,229 | 9,666,300 options 2,000,000 warrants | 9.27 | % | ||||||||
* Based on 126,369,664 shares outstanding as at October 22, 2026.
Stock Options: The terms of incentive options grantable by the Company are done in accordance with the rules and policies of the TSX Venture Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options and any amendments thereto. The Company adopted a formal written stock option plan (the “Plan”) on December 13, 2005. At each Annual General Meeting of the Company, the Plan is presented to and voted on by the shareholders of the Company. If approved, the terms and conditions of the Plan remain in force for the subsequent year. The Stock Option Plan was amended and passed by a majority of shareholders at the Annual General Meeting held on September 15, 2017 and most recently reapproved on April 16, 2021. A copy of the Stock Option Plan is provided as Exhibit 15(b) attached hereto. It will remain in effect until the next Annual General Meeting of Shareholders.
Such “terms and conditions”, including the pricing of the options, expiry and the eligibility of personnel for such stock options, are described below. The terms of the original Stock Option Plan and the major changes in the Stock Option Plan (the “Plan”) are described below and provided as Exhibit 15(b) attached hereto.
The principal purposes of the Company’s stock option program are to (a) assist the Company in attracting, retaining, and motivating directors, officers and employees of the Company and, (b) to closely align the personal interests of such directors, officers and employees with the interests of the Company and its shareholders.
The Plan provides that stock options may be granted to service providers for the Company. The term “service providers” means:
(a) Any full or part-time employee or Officer, or insider of the Company or any of its subsidiaries;
(b) Any other person employed by a company or individual providing management services to the Company;
(c) Any other person or company engaged to provide ongoing consulting services for the Company or any entity controlled by the Company or
(d) Any individual engaged to provide services that promote the purchase or sale of the issued securities (any person in (a), (b), (c) or (d) hereinafter referred to as an “Eligible Person”); and
(e) Any registered retirement savings plan established by such Eligible Person, or any corporation controlled by such Eligible Person, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Person and/or spouse, children and/or grandchildren of such Eligible Person.
| 20 |
For stock options to Employees, Consultants or Management Company Employees, the Company must represent that the optionee is a bona fide Employee, Consultant or Management Company Employee as the case may be. The terms “insider” “Controlled” and “subsidiary” shall have the meanings ascribed thereto in the Securities Act (Ontario) from time to time. Subject to the foregoing, the board of directors or Committee, as applicable, shall have full and final authority to determine the persons who are to be granted options under the Plan and the number of shares subject to each option.
The Plan shall be administered by the Board of Directors of the Company or a committee established by the Board of Directors for that purpose. Subject to approval of the granting of options by the Board of Directors or Committee, as applicable, the Company shall grant options under the Plan.
The Plan provides that the aggregate number of shares of the Company, which may be issued and sold under the Plan, will not exceed 10% of the issued shares of the Company. The Company shall not, upon the exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which the Company’s shares may them be listed, and (b) the completion of such registration or other qualification of such shares under any law, rules or regulation as the Company shall determine to be necessary or advisable. If any shares cannot be issued to any optionee for whatever reason, the obligation of the Company to issue such shares shall terminate and any option exercise price paid to the Company shall be returned to the optionee.
If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Plan. Any stock option outstanding when the Plan is terminated will remain in effect until it is exercised or it expires. The Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:
(a) Options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death;
(b) Under the Plan, options may be exercisable for a maximum of ten years from grant date;
(c) Under the Plan, options to acquire more than 5% of the issued shares of the Company may be granted to any one individual in any 12-month period the approval of the disinterested shareholders of the Company;
(d) Options to acquire no more than 2% of the issued shares of the Company may be granted to any one consultant in any 12-month period;
(e) Options to acquire no more than an aggregate of 2% of the issued shares of the Company may be granted to an employee conducting investor relations activities (as defined in TSX Venture Exchange Policy 1.1), in any 12 month period;
(f) Options to acquire no more than 10% of the issued shares of the Company may be granted to any insiders in any 12-month period;
(g) Under the Plan, options held by an option holder who is a director, employee, consultant or management company employee are no longer required to expire within 90 days after the option holder ceases to be a director, employee, consultant or management company employee;
(h) Under the Plan, options held by an option holder who is engaged in investor relations activities are no longer required expire within 30 days after the option holder ceases to be employed by the Company to provide investor relations activities; and
(i) In the event of an option holder’s death, the option holder’s personal representative may exercise any portion of the option holder’s vested outstanding options for a period of one year following the option holder’s death.
The Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate. Stock options granted to directors, senior officers, employees or consultants will vest when granted unless otherwise determined by the Board of Directors on a case by case basis, other than stock options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one-fourth of the options vesting in any three month period.
The price at which an option holder may purchase a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the discounted market price of the Company’s common shares as of the date of the grant of the stock option (the “Award Date”). The market price of the Company’s common shares for a particular Award Date will typically be the closing trading price of the Company’s common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Plan. Where there is no such closing price or trade on the prior trading day “market price” shall mean the average of the most recent bid and ask of the shares of the Company on any stock exchange on which the shares are listed or dealing network on which the shares of the Company trade.
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In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.
Common shares will not be issued pursuant to stock options granted under the Plan until they have been fully paid for by the option holder. The Company will not provide financial assistance or loans to option holders to assist them in exercising their stock options.
6.F. Disclosure of a registrant’s action to recover erroneously awarded compensation.
—not applicable—
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
As of December 31, 2025, all shareholders have the same voting rights attached thereto as all other common shares of the Company. As of December 31, 2025, the Company is not aware of any companies or individuals that hold more than 5% of the Issued and Outstanding Common Shares.
7.A.1.a. Holdings By Major Shareholders.
Refer to ITEM #6.E and Table No. 10.
7.A.1.b. Significant Changes in Major Shareholders’ Holdings.
—No Disclosure Required—
7.A.1.c. Different Voting Rights.
The Company’s major shareholders do not have different voting rights.
7.A.2. Canadian Share Ownership.
On October 28, 2026, the Company’s shareholders’ list showed 126,369,664 common shares outstanding, an estimated 64 registered shareholders. The Company’s transfer agent provides that there are 57 registered shareholders with Canadian addresses, 2 with United States addresses and 5 foreign holders (Switzerland, Hong Kong, United Kingdom and Bermuda).
7.A.3. Control of the Company
The Company is a publicly owned Canadian corporation, the shares of which are owned primarily by Canadian residents and other foreign residents. The Company is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., “History and Development of the Company”, and ITEM #6.E., “Share Ownership”.
7.A.4. Change of Control of Company Arrangements
—No Disclosure Necessary—
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7.B. Related Party Transactions
Related party transactions are described in Note 12 to the consolidated financial statements and are shown below. The remuneration of the Company’s directors and other members of key management, being the President, Chief Executive Officer and Chief Financial Officer, who have the authority and responsibility for planning, directing and controlling the activities of the Company, consist of the following:
| Year Ended | Year Ended | Year Ended | ||||||||||
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Accounts payable and accrued liabilities | - | - | - | |||||||||
| Expenditures: | ||||||||||||
| Management fees | 90,000 | 216,000 | 216,000 | |||||||||
| Consulting fees | 216,000 | 216,000 | 216,000 | |||||||||
| Share-based compensation | 197,937 | 433,848 | 495,348 | |||||||||
| Severance benefits | 108,000 | - | - | |||||||||
| Professional Fees | 128,400 | 128,400 | 128,400 | |||||||||
Share-based compensation relates to stock options granted and vested to management and directors of the Company during the twelve months ended December 31, 2025. All related party transactions were in the normal course of business operations.
Audit Fees
For the year ended December 31, 2025, the Company expects to pay Manning Elliot LLP audit fees of $118,500.
Indirect Payments
—No Disclosure Required—
Shareholder Loans
—No Disclosure Required—
Amounts Owing to Senior Management/Directors
—No Disclosure Required—
7.C. Interests of Experts and Counsel
—No Disclosure Required—
ITEM 8. FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial Information
The consolidated financial statements of the Company comply with IFRS Accounting Standard (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
Basis of preparation
The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The consolidated financial statements are presented in Canadian dollars unless otherwise noted.
Significant estimates and judgments
The preparation of consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes to the consolidated financial statements. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised.
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8.A.7. Legal/Arbitration Proceedings
There are no legal proceedings against the Company.
8.B. Significant Changes
There are no significant changes.
ITEM 9. THE OFFER AND LISTING
9.A. Common Share Trading Information
The Company’s common shares trade on the TSX Venture Exchange in Toronto, Ontario, Canada, under the symbol “AVCR”. The Company also trades on the Pink Sheets under the symbol “AVCRF”.
Table No. 11 lists the high, low and closing sales prices on the TSX Venture Exchange for the last twelve fiscal quarters, and last five fiscal years.
Table No. 11
TSX Venture Exchange
Common Shares Trading Activity
Canadian Dollars
| High | Low | Closing | ||||||||||
| Fiscal Quarter Ended September 30, 2026 | 0.095 | 0.05 | 0.055 | |||||||||
| Fiscal Quarter Ended June 30, 2026 | 0.075 | 0.045 | 0.065 | |||||||||
| Fiscal Quarter Ended March 31, 2026 | 0.1 | 0.05 | 0.07 | |||||||||
| Fiscal Quarter Ended December 31, 2025 | 0.075 | 0.045 | 0.05 | |||||||||
| Fiscal Quarter Ended September 30, 2025 | 0.09 | 0.045 | 0.07 | |||||||||
| Fiscal Quarter Ended June 30, 2025 | 0.08 | 0.045 | 0.05 | |||||||||
| Fiscal Quarter Ended March 31, 2025 | 0.07 | 0.035 | 0.05 | |||||||||
| Fiscal Quarter Ended December 31, 2024 | 0.2 | 0.055 | 0.055 | |||||||||
| Fiscal Quarter Ended September 30, 2024 | 0.31 | 0.16 | 0.18 | |||||||||
| Fiscal Quarter Ended June 30, 2024 | 0.18 | 0.12 | 0.165 | |||||||||
| Fiscal Quarter Ended March 31, 2024 | 0.175 | 0.12 | 0.125 | |||||||||
| Fiscal Quarter Ended December 31, 2023 | 0.19 | 0.145 | 0.17 | |||||||||
| Fiscal Quarter Ended September 30, 2023 | 0.22 | 0.135 | 0.19 | |||||||||
| Fiscal Year Ended December 31, 2025 | 0.09 | 0.035 | 0.05 | |||||||||
| Fiscal Year Ended December 31, 2024 | 0.31 | 0.055 | 0.055 | |||||||||
| Fiscal Year Ended December 31, 2023 | 0.37 | 0.135 | 0.17 | |||||||||
| Fiscal Year Ended December 31, 2022 | 0.41 | 0.08 | 0.315 | |||||||||
| Fiscal Year Ended December 31, 2021 | 0.69 | 0.09 | 0.16 | |||||||||
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9.A.5. Common Share Description
Registrar/Common Shares Outstanding/Shareholders
Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value due to changes in the British Columbia Company Act which permitted this action.
There are no Indentures or Agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights.
Computershare Trust Company of Canada (located at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia Canada V6C 3B9) is the registrar and transfer agent for the common shares.
Stock Options
Refer to ITEM 6.E., Table No. 10 (Aggregate Option Exercises)
The changes in share options including those granted to directors, officers, employees and consultants during the years ended December 31, 2025, 2024 and 2023 are summarized as follows:
Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | ||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |||||||||||||||||||
| Beginning Balance | 12,250,000 | $ | 0.23 | 10,350,000 | $ | 0.17 | 8,635,000 | $ | 0.14 | |||||||||||||||
| Options granted | 4,100,000 | $ | 0.05 | 3,661,000 | $ | 0.28 | 2,365,000 | $ | 0.26 | |||||||||||||||
| Expired | (1,210,000 | ) | $ | 0.08 | (116,000 | ) | $ | 0.09 | (250,000 | ) | $ | 0.17 | ||||||||||||
| Forfeited | (92,000 | ) | $ | 0.11 | - | - | - | - | ||||||||||||||||
| Exercised | - | - | (1,645,000 | ) | $ | 0.05 | (400,000 | ) | $ | 0.11 | ||||||||||||||
| Ending Balance | 15,048,000 | $ | 0.18 | 12,250,000 | $ | 0.23 | 10,350,000 | $ | 0.17 | |||||||||||||||
| Exercisable | 14,023,000 | $ | 0.19 | 10,269,500 | $ | 0.22 | 9,132,250 | $ | 0.17 | |||||||||||||||
The following table summarizes information about share options outstanding and exercisable as at December 31, 2025:
| Exercise Price | Expiry date | Options | ||||||||||
| Outstanding | Exercisable | |||||||||||
| $ | 0.19 | January 28, 2026 | 150,000 | 150,000 | ||||||||
| $ | 0.25 | March 22, 2026 | 1,800,000 | 1,800,000 | ||||||||
| $ | 0.15 | June 4, 2027 | 700,000 | 700,000 | ||||||||
| $ | 0.28 | June 4, 2027 | 300,000 | 300,000 | ||||||||
| $ | 0.29 | June 4, 2027 | 600,000 | 600,000 | ||||||||
| $ | 0.15 | August 10, 2027 | 1,975,000 | 1,975,000 | ||||||||
| $ | 0.15 | August 12, 2027 | 100,000 | 100,000 | ||||||||
| $ | 0.16 | October 12, 2027 | 300,000 | 300,000 | ||||||||
| $ | 0.28 | May 15, 2028 | 1,492,000 | 1,492,000 | ||||||||
| $ | 0.20 | June 21, 2028 | 400,000 | 400,000 | ||||||||
| $ | 0.20 | September 15, 2028 | 140,000 | 140,000 | ||||||||
| $ | 0.18 | July 1, 2029 | 300,000 | 300,000 | ||||||||
| $ | 0.29 | August 30, 2029 | 2,731,000 | 2,731,000 | ||||||||
| $ | 0.05 | June 30, 2030 | 4,060,000 | 3,035,000 | ||||||||
| 15,048,000 | 14,023,000 | |||||||||||
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The weighted average remaining life of the stock options outstanding at December 31, 2025 is 2.81 years (2024: 2.99 years).
On August 28, 2026, the Company granted 3,300,000 options to directors, officers, consultants and employees of the company exercisable at $0.06 per common share for 5 years from the date of the grant. The options vest quarterly commencing on the date of grant.
Warrants
There were no share purchase warrants issued for the years ended December 31, 2025, 2024 and 2023. On June 16, 2026, the Company issued 12,540,000 share purchase warrants exercisable at $0.10 and 1,092,000 share purchase warrants exercisable at $0.05. The warrants expire in 5 years.
9.A.6. Differing Rights
—No Disclosure Necessary—
9.A.7.a. Subscription Warrants/Right
—No Disclosure Necessary—
9.A.7.b. Convertible Securities/Warrants
—No Disclosure Necessary—
9.C. Markets
The common shares of the Company are listed on the TSX Venture Exchange which is headquartered in Toronto, Ontario under the symbol “AVCR” and in United States quoted on the Pink Sheets under the symbol “AVCRF”.
Refer to ITEM #9.A for trading information and history. At this time, the Company is not seeking a listing on any other stock exchange.
ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
10.A.1. Authorized/Issued Capital.
At December 31, 2025, there were an unlimited number of common shares authorized and 101,289,664 common shares issued and outstanding.
At December 31, 2024, there were an unlimited number of common shares authorized and 101,289,664 common shares issued and outstanding.
At December 31, 2023, there were an unlimited number of common shares authorized and 99,644,664 common shares issued and outstanding.
At December 31, 2022, there were an unlimited number of common shares authorized and 99,244,664 common shares issued and outstanding.
At December 31, 2021, there were an unlimited number of common shares authorized and 97,535,264 common shares issued and outstanding.
At December 31, 2020, there were an unlimited number of common shares authorized and 69,795,584 common shares issued and outstanding.
At December 31, 2019, there were an unlimited number of common shares authorized and 52,472,619 common shares issued and outstanding.
At December 31, 2018, there were an unlimited number of common shares authorized and 40,103,665 common shares issued and outstanding.
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At December 31, 2017, there were an unlimited number of common shares authorized and 27,860,623 common shares issued and outstanding.
At December 31, 2016, there were an unlimited number of common shares authorized and 15,001,297 common shares issued and outstanding.
At December 31, 2015, there were an unlimited number of common shares authorized and 14,276,297 common shares issued and outstanding.
At June 30, 2015, there were an unlimited number of common shares authorized and 13,804,770 common shares issued and outstanding.
At June 30, 2014, there were an unlimited number of common shares authorized and 9,191,768 common shares issued and outstanding.
At June 30, 2013, there were an unlimited number of common shares authorized and 5,404,268 common shares issued and outstanding.
At June 30, 2012, there were an unlimited number of common shares authorized and 1,739,920 common shares issued and outstanding. On March 08, 2012 the Company consolidated its shares on a 10 to 1 basis
At June 30, 2011, there were an unlimited number of common shares authorized and 15,999,200 common shares issued and outstanding.
At June 30, 2010, there were an unlimited number of common shares authorized and 14,680,449 common shares issued and outstanding.
At June 30, 2009, there were an unlimited number of common shares authorized and 12,835,449 common shares issued and outstanding.
At June 30, 2008, there were an unlimited number of common shares authorized and there were 12,377,949 common shares issued and outstanding.
At June 30, 2007, there were an unlimited number of common shares authorized and there were 8,048,101 common shares issued and outstanding.
At June 30, 2006, there were an unlimited number of common shares authorized and there were 5,200,101 common shares issued and outstanding.
Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value due to changes in the British Columbia Company Act which permitted this action.
As of June 30, 2005, there were 25,000,000 common shares authorized and 3,946,101 common shares issued.
As of June 30, 2004, there were 25,000,000 common shares authorized and 3,196,101 common shares issued.
As of June 30, 2003, there were 25,000,000 common shares authorized and 612,868 common shares issued.
As of June 30, 2002, there were 25,000,000 common shares authorized and 594,118 common shares issued.
As of June 30, 2001, there were 25,000,000 common shares authorized and 294,118 common shares issued.
During the last five years, less than 10% of the capital has been “paid for” with assets other than cash.
10.A.2. Shares Not Representing Capital.
—No Disclosure Necessary—
10.A.3. Shares Held By Company.
—No Disclosure Necessary—
10.A.4. Stock Options/Share Purchase Warrants
—Refer to Tables No. 8, No. 11 No. 12.—
10.A.5. Stock Options/Share Purchase Warrants
—Refer to Tables No. 8, No. 11 No. 12.—
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10.A.6. History of Share Capital
The Company has financed its operations through funds raised in public and private placements of common shares and warrants and from revenues from the sale of its products. There is one class of shares with one vote per common share.
| Number of Shares | Share Capital | |||||||
| Balance, December 31, 2019 | 52,472,619 | 21,400,106 | ||||||
| Shares issued for cash | 6,260,000 | 626,000 | ||||||
| Exercise of options | 105,000 | 6,672 | ||||||
| Shares issued for services (b) | 3,480,000 | 52,200 | ||||||
| Acquisition of HealthTab™ Inc. (a) | 2,000,000 | 100,000 | ||||||
| Shares issued for debt (c) | 5,477,965 | 136,949 | ||||||
| Share issue cost | - | (35,075 | ) | |||||
| Balance, December 31, 2020 | 69,795,584 | 22,286,852 | ||||||
| Shares issued for cash | 15,740,000 | 2,414,000 | ||||||
| Exercise of warrants | 10,058,660 | 1,805,132 | ||||||
| Exercise of stock options | 1,666,020 | 312,052 | ||||||
| Share issued for services (d) | 275,000 | 38,500 | ||||||
| Share issuance costs | - | (238,221 | ) | |||||
| Balance, December 31, 2021 | 97,535,264 | 26,618,315 | ||||||
| Exercise of warrants | 909,400 | 175,412 | ||||||
| Exercise of stock options | 800,000 | 271,000 | ||||||
| Balance, December 31, 2022 | 99,244,664 | 27,064,727 | ||||||
| Exercise of stock options | 400,000 | 121,387 | ||||||
| Balance, December 31, 2023 | 99,644,664 | 27,186,114 | ||||||
| Exercise of stock options | 1,645,000 | 118,679 | ||||||
| Balance, December 31, 2024 and 2025 | 101,289,664 | 27,304,793 | ||||||
(a) On December 28, 2017, the Company completed the acquisition of all the common shares of HealthTab Inc. Under the share purchase agreement, the consideration paid by the Company included staged cash payment of $200,000 (paid in the fiscal year 2018), issuance of 2,666, 667 common shares (issued in the fiscal year 2018). In addition, in the years ended December 31, 2019 and 2020, common shares with an aggregate value of $200,000 were issued at the deemed price determined based on the market price of the shares at the time of issuance.
(b) The Company issued 3,480,000 common shares valued at $52,200 as bonus shares pursuant to a loan agreement.
(c) The Company issued 5,477,965 common shares in exchange for services received and to settle accounts payables of $136,949. An aggregate of 1,900,000 shares were issued in settlement of $47,500 in amounts owing to certain directors and officers of the Company.
(d) The Company issued 275,000 common shares valued at $38,500 to a consultant in exchange for services received.
Except as disclosed above, no other shares were issued with a consideration other than cash during the years ended December 2023, 2024 and 2025. There were no changes in classes of shares or voting rights.
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10.A.7. Resolutions/Authorizations/Approvals
—No Disclosure Necessary—
10.B. Memorandum and Articles of Association
The Company’s corporate constituting documents comprising the Notice of Articles and Articles are registered with the British Columbia Registrar of Companies under Incorporation No. BC0607937. A copy of the Articles was filed as an Exhibit 1 with the Company’s initial registration statement on Form 20-F.
The following is a summary of certain provisions of the Company’s Notice of Articles and Articles and certain provisions of the British Columbia Business Corporations Act (the “BCA”), applicable to the Company:
Objects and Purposes
The Articles do not specify objects or purposes. Under both the BCA, a British Columbia corporation generally has all the legal powers of a natural person. British Columbia corporations may not undertake certain limited business activities such as operating as a trust company or railroad without alterations to its form of articles and specific government consent.
Share Capital
The authorized capital of the Company consists of an unlimited number of common shares without par value. All of the common shares must be fully paid and are not subject to any future call or assessment. All of the common shares of the Company rank equally as to voting rights, participation in a distribution of the assets of the Company on a liquidation, dissolution or winding-up of the Company and the entitlement to dividends. The holders of the common shares are entitled to receive notice of all shareholder meetings and to attend and vote at such meetings. Shareholders are not entitled to cumulative voting. Each common share carries with it the right to one vote. The common shares do not have pre-emptive or conversion rights. In addition, there are no sinking fund or redemption provisions applicable to the common shares or any provisions discriminating against any existing or prospective holders of such securities as a result of a shareholder owning a substantial number of shares.
Share Certificates
Under the Articles, a shareholder is entitled to a share certificate representing the number of shares of the Company held or a written acknowledgement of the shareholder’s right to obtain such a share certificate.
No Limitation on Foreign Ownership
There are no limitations under the Company’s Articles or in the BCA on the right of persons who are not citizens of Canada to hold or vote common shares.
Dividends
Dividends may be declared by the Board out of available assets and are paid rateably to holders of common shares. No dividend may be paid if the Company is, or would thereby become, insolvent.
Voting Rights
Each of the Company’s common share is entitled to one vote on matters to which common shares ordinarily vote including the annual election of directors, appointment of auditors and approval of corporate changes. There are no cumulative voting rights applicable to the Company.
Borrowing Powers
The Company, if authorized by the directors, may: (a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; (b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; (c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and (d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.
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Indemnity Provisions
Under the Articles and the BCA, the Company is now permitted (and is, in some circumstances, required) to indemnify a past or present director or officer of the Company or an associated corporation without obtaining prior court approval in respect of an “eligible proceeding”. An “eligible proceeding” includes any legal proceeding relating to the activities of the individual as a director or officer of the Company. However, under the BCA, the Company will be prohibited from paying an indemnity if: (a) the party did not act honestly and in good faith with a view to the best interests of the Company; (b) the proceeding was not a civil proceeding and the party did not have reasonable grounds for believing that his or her conduct was lawful; and (c) the proceeding is brought against the party by the Company or an associated corporation.
Directors – Number and Qualification
The Company’s Articles do not specify a maximum number of directors. The minimum under British Columbia law for a public company is three. The number of directors shall be the number of directors fixed by the directors annually or the number that are actually elected at a general shareholders meeting under the Existing Articles. The number of directors is determined, annually, by shareholders at the annual shareholders meeting and all directors are elected at that time. Under the Articles the directors are entitled between successive annual general meetings to appoint one or more additional directors but not more than one-third of the number of directors fixed at a shareholders’ or actually elected at the preceding annual shareholders’ meeting. Directors automatically retire at the commencement of each annual meeting but may be re-elected thereat.
Directors must be of the age of majority (18), and meet eligibility criteria including being mentally competent, not an un-discharged bankrupt, no fraud related convictions in the previous five years. There are residency requirements and there is no mandatory retirement age either under the Articles or under the BCA. Directors need not own any shares of the Company in order to qualify as directors.
Directors - Powers and Limitations
Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders as governed by the BCA. Directors may, by resolution, create and appoint an executive committee consisting of the director or directors that they deem appropriate. This executive committee has, during the intervals between meetings of the Board, all of the directors’ powers, except the power to fill vacancies in the Board, the power to remove a Director, the power to change the membership of, or fill vacancies in, any committee of the Board and any such other powers as may be set out in the resolution or any subsequent directors’ resolution. Directors may also by resolution appoint one or more committees other than the executive committee. These committees may be delegated any of the directors’ powers except the power to fill vacancies on the board of directors, the power to remove a director, the power to change the membership or fill vacancies on any committee of the directors, and the power to appoint or remove officers appointed by the directors.
Under the BCA, directors are obligated to abstain from voting on matters in which they may be financially interested after disclosing in writing such interest. Directors’ compensation is not a matter on which they must abstain. Directors’ borrowing powers are not generally restricted where the borrowing is in the Company’s best interests, but the directors may not authorize the Company to provide financial assistance for any reason where the Company is insolvent or the providing of the guarantee would render it insolvent.
Amendment of Articles and Notice of Articles; Special Transactions
The Articles provide that the general authority required to amend all provisions of the Company’s Articles and the Notice of Articles relating to the authorized share structure is a resolution of the directors and the attachment of special rights and restrictions thereto, including any changes therein, an ordinary resolution. If the amendment prejudices or interferes with the rights or special rights attached to any class of issued shares, by the provisions of the BCA, the consent of the holders of that class of shares by a special separate resolution is also required.
Certain corporate changes or proposed transactions including amalgamation with another company, sale of substantially all of the Company’s assets, re-domiciling out of the jurisdiction of British Columbia, creation of new classes of shares not only require the consent of the holders of common shares by a special separate resolution but generally also give rise to a dissent right which is the right to be paid the fair value of the stockholder’s shares in cash if the required special resolution is actually passed and the Company elects to proceed with the matter notwithstanding receipt of dissent notices. A notice of a shareholders meeting at which such a change or proposed transaction is intended to be considered must include a prominent notice of the dissent right. Dissent provisions are governed by the BCA and not by the Articles of the Company.
Under the Articles, a special separate resolution requires a majority of three-quarters of the votes cast.
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Shareholders’ Meetings
In addition to reflecting the present notice and other provisions of the BCA relating to shareholders’ meetings, the Articles provide that shareholders’ meetings may be held at such place as is determined by the directors. Shareholders meetings are governed by the Articles of the Company but many important protections and procedures are contained within the BCA and the Securities Act (British Columbia) and the Securities Act (Alberta) and the respective regulations and rules thereto and the policy statements, notices and blanket orders of the respective commissions of each of British Columbia and Alberta, together with the national policy statements, and national instruments applied by the such commissions (collectively, “Applicable Canadian Securities Law”). The Articles provide that the Company will hold an annual shareholders’ meeting, will provide at least 21 days’ notice and will provide for certain procedural matters and rules of order with respect to conduct of the meeting. The BCA and Applicable Canadian Securities Law superimpose requirements that generally provide that shareholders meetings require not less than a 60 day notice period from initial public notice and that the Company makes a thorough advanced search of intermediary and brokerage registered shareholdings to facilitate communication with beneficial shareholders so that meeting proxy and information materials can be sent via the brokerages to unregistered but beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by Applicable Canadian Securities Law and includes the specifics relating to disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year and full details of any unusual matters or related party transactions.
The Company must hold an annual shareholders meeting open to all shareholders for personal attendance or by proxy at each shareholder’s determination. The meeting must be held within 15 months of the previous annual shareholders meeting and must present audited statements which are dated no more than six months prior to such meeting.
Change in Control
The Company has not implemented any shareholders’ rights or other “poison pill” protection against possible take-overs. The Company does not have any agreements which are triggered by a take-over or other change of control. There are no provisions in its articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. There are no provisions in the Company’s material agreements giving special rights to any person on a change in control.
Insider Share Ownership Reporting
The Articles of the Company do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to the Company’s shareholders. There are no requirements under the BCA to report ownership of shares of the Company but Applicable Canadian Securities Law requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares) within 5 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales.
Applicable Canadian Securities Law
Applicable Canadian Securities Law governs matters typically pertaining to public companies such as continuous quarterly financial reporting, immediate disclosure of material changes, insider trade reporting, take-over protections to ensure fair and equal treatment of all shareholders, exemption and resale rules pertaining to non-prospectus securities issuances as well as civil liability for certain misrepresentations, disciplinary, appeal and discretionary ruling matters. All of the Company’s shareholders regardless of residence have equal rights under this legislation.
10.C. Material Contracts
There are currently no material contracts.
10.D. Exchange Controls
Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company’s securities, except as discussed in ITEM 10, “Taxation” below.
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Restrictions on Share Ownership by Non-Canadians: There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians. If a “non-Canadian” (for example, a US resident acquirer) were to acquire such a control position, they would not be required to do any filings or provide any notices to the Ministry of Industry (Canada) unless notified first by that Ministry that their acquisition of control
was under review.
Canada has, as does the United States, competition laws designed to promote competition in industry and markets. The Competition Act (Canada) provides Canada’s federal government with the power to review or prevent business transactions, such as acquiring a controlling interest in a company similar to the Company , if it is found that the acquisition of control would reduce competition in a given market or industry. Since the market that the Company competes in is extremely competitive, no single company, including the Company, seems to have significant market power. Acquisition of the Company, therefore, would not lead to reduced competition.
10.E. Taxation
Canadian Federal Income Tax Considerations:
The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of common shares of the Company (a “U.S. Holder”) who deals at arm’s length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the “Act”) and the Canada – United States Income Tax Convention (the “Treaty”), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.
Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 5% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares. The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.
In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Company unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the capital stock of the Company was owned by (or was under option of or subject to an interest of) the U.S. holder or persons with whom the U.S. holder did not deal at arm’s length, and (ii) the value of the common shares of the Company at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada. For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources, certain other rights in respect of natural resources situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.
The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. The Company believes that it was not a passive foreign investment company for the taxable year ended December 31, 2019 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.
Dividends:
A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the “Treaty”), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%. If the Holder is a company that owns at least 10% of the voting stock of the Company paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.
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Disposition of Common Shares:
A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted “taxable Canadian property” as defined by the Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm’s length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company. The TSX Venture Exchange is a prescribed stock exchange under the Act. A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless:
(a) More than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties,
(b) The common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or
(c) The Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.
A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include half of the capital gain (taxable capital gain) in computing the Holder’s taxable income earned in Canada. The Holder may, subject to certain limitations, deduct half of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.
United States Taxation:
For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation (“U.S. Taxpayer”) will recognize a gain or loss on the sale of the Company’s common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares. The gain or loss will be a capital gain or capital loss if the Company’s common shares are a capital asset in U.S. Taxpayer’s hands.
For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on the Company’s common shares. A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability. A domestic corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on the Company’s common shares.
Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply. United States Investors should consult their own tax advisors concerning these requirements.
The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. The Company believes that it was not a passive foreign investment company for the taxable year ended December 31, 2025 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.
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10.F. Dividends and Paying Agents
The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.
Notwithstanding the aforementioned: the Company is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock ownership to determine entitlement; has no specific procedures for non-resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders. The Company has not nominated any financial institutions to be the potential paying agents for dividends in the United States.
10.G. Statement by Experts
The Company’s auditor for its consolidated financial statements was Manning Elliot for the years ended December 31, 2025, 2024 and 2023. Their audit reports for the years ended December 31, 2025, 2024, and 2023 are included with the related consolidated financial statements in this Annual Report.
10.H. Document on Display
— No Disclosure Necessary —
10.J. Annual Report to Security Holders.
— Not applicable—
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
— No Disclosure Necessary —
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
— No Disclosure Necessary —
12.B. Warrants and Rights
— No Disclosure Necessary —
12.C. Other Securities
— No Disclosure Necessary —
12.D. American Depository Shares
— No Disclosure Necessary —
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
— No Disclosure Necessary —
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
— No Disclosure Necessary —
ITEM 15. CONTROLS AND PROCEDURES
The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as of December 31, 2025. The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of December 31, 2025, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS as issued by IASB. The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Company’s Audit Committee.
Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal Control – Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has assessed the effectiveness of the Company’s internal control over financial reporting and concluded that such internal control over financial reporting is effective as of December 31, 2025.
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Attestation Report of the Registered Accounting Firm.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
There have been no changes in the Company’s internal controls over financial reporting during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting with regard to deficiencies or material weaknesses other than the corrective actions to ensure proper disclosure is included in the Company’s filings under the Exchange Act, including the Form 20-F Annual Report.
ITEM 16. RESERVED
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Mr. David Hall is a financially literate member of the Company’s Audit Committee.
ITEM 16B. CODE OF ETHICS
The Company has not adopted a formal code of ethics because, as a TSX Venture Exchange issuer, the Company is only required have an audit committee.
In lieu of a code of ethics, the Company has adopted the following methodology with respect to corporate governance.
The management of the Company is responsible for establishing and maintaining disclosure controls and procedures for information relating to the Company, including its consolidated subsidiaries. The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting.
The Company’s Board of Directors facilitates its exercise of independent supervision over management by ensuring that the Board of Directors is composed of a majority of independent directors. The Board of Directors, at present, is composed of six directors, four of which are considered to be independent. One director, Mr. Rodger Seccombe is also a senior officer. In determining whether a director is independent, the Board considers, for example, whether the director has a relationship, which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management.
The Board of Directors monitors the ethical conduct of Avricore Health and its management and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board of Directors has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board of Directors in which the director has an interest, have been sufficient to ensure that the Board of Directors operates independently of management and in the best interests of the Company.
The Board of Directors is specifically responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for all material contracts, business transactions and all debt and equity financing proposals. The independent directors on the Board of Directors are also responsible for approving senior executive compensation and retirement plans.
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The Board of Directors delegates to management, through the offices of Chief Executive Officer and Chief Financial Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board of Directors also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.
Given the relatively small composition of the Board of Directors and the Company’s management over the last several years, the Board of Directors has not appointed a corporate governance committee and these functions are currently performed by the Board of Directors as a whole.
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES
External Auditor Service Fees
The Company’s auditors were Manning Elliot LLP for the years ended December 31, 2023-2025. The following table sets out the aggregate fees billed by Manning Elliot LLP over their engagement with the Company.
| Year ended | Audit Fees | Audit Related Fees(1) | Tax Fees(2) | All Other Fees(3) | ||||||||||||
| December 31, 2025 | $ | 118,500 | $ | 4,500 | $ | Nil | $ | Nil (0 | )% | |||||||
| December 31, 2024 | $ | 103,500 | $ | 4,500 | $ | Nil | $ | Nil (0 | )% | |||||||
| December 31, 2023 | $ | 88,500 | $ | 4,500 | $ | Nil | $ | Nil (0 | )% | |||||||
| (1) | Related to assurance and related services that are reasonably related to the performance of the audit and review of the Company’s financial statements and not included in the amounts noted under Audit Fees. |
| (2) | Related to fees billed by the Company’s external auditor for professional services rendered for tax compliance, tax advice and tax planning. |
| (3) | Related to other accounting services that is excluded from the Audit Fees. |
Pre-Approval Policies and Procedures
The Audit Committee has adopted an Audit Committee Charter (see “Exhibit”) governing the provision of audit and non-audit services by the external auditor. This charter requires the Audit Committee to:
| 1. | recommend to the Board of Directors the external auditor to be nominated by the Board of Directors and the compensation of the external auditor, and |
| 2. | to pre-approve all non-audit services provided by the external auditor. |
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
—Not applicable—
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE COMPANY/AFFILIATED PURCHASERS
—Not applicable—
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
—Not applicable—
ITEM 16G. CORPORATE GOVERNANCE
—Not applicable—
ITEM 16H. MINE SAFETY DISCLOSURE
—Not applicable—
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ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PRESEVNT INSPECTIONS
—Not applicable—
ITEM 16J. INSIDER TRADING POLICIES
—
ITEM 16K. CYBERSECURITY
Cybersecurity risk management is an integral part of Avricore Health Inc.’s enterprise risk management framework, implemented through our operating subsidiary, HealthTab Inc. Our approach aligns with industry standards, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF), to effectively manage cybersecurity threats and incidents, including those related to third-party applications and services.
Our framework includes:
| ● | Assessing the severity of cybersecurity threats | |
| ● | Identifying the sources of cybersecurity threats | |
| ● | Implementing countermeasures and mitigation strategies | |
| ● | Reporting material cybersecurity threats and incidents to management |
Processes for Assessing, Identifying, and Managing Material Risks from Cybersecurity Threats
| (i) | Integration into Overall Risk Management: |
Cybersecurity risk management is integrated into our broader risk management system. Regular risk assessments and business impact analyses are conducted to identify critical systems, applications, and data, as well as potential disruptions and their consequences. The Information Security Officer (ISO) at HealthTab Inc. conducts these assessments, which inform the development of contingency plans including redundancy, backup and recovery, alternate site operations, and data restoration.
| (ii) | Engagement & Oversight of Third Parties: |
We
engage
Our
Material Effects of Cybersecurity Threats
In
the past year,
| 38 |
Cybersecurity Governance
Board of Directors’ Oversight
Our Board of Directors plays a critical role in overseeing cybersecurity risks as part of its broader risk oversight responsibilities. The Information Security Officer (ISO) at HealthTab Inc. provides the board with updates on cybersecurity risks and incidents. Significant cybersecurity incidents are reported to the board to ensure appropriate and timely responses.
| (i) | Management Positions and Committees: |
The ISO at HealthTab Inc. is responsible for developing and maintaining our cybersecurity and contingency plans, coordinating risk assessments, and managing incident responses. The ISO has extensive experience in building secure web applications for healthcare. In addition to the ISO, we engage consultants and DevOps engineers with relevant degrees and certifications to support our cybersecurity efforts. System Owners are responsible for identifying critical systems, assessing risks, and implementing appropriate security controls.
|
(ii) | Processes for Information and Monitoring: |
We have established comprehensive processes for continuous monitoring and information sharing. These include regular reviews of audit logs, system activity analysis, and the deployment of Security Information and Event Management (SIEM) tools for centralized monitoring. These processes facilitate the timely detection and response to potential security incidents.
| (iii) | Reporting to the Board: |
The ISO at HealthTab Inc. regularly reports to executive management and the Board of Directors of Avricore Health Inc. These reports include findings from risk assessments, incident reports, and updates on the status of ongoing security initiatives, ensuring that the board is well-informed about our cybersecurity posture.
| 39 |
PART III
ITEM 17. FINANCIAL STATEMENTS
The Company’s financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The audit reports of Manning Elliott LLP, Chartered Professional Accountants, are included herein immediately preceding the audited financial statements. (Manning Elliot LLP, Vancouver, British Columbia; PCAOB ID # 1524).
Audited Financial Statements
— included after exhibit list
ITEM 18. FINANCIAL STATEMENTS
The Company has elected to provide financial statements pursuant to ITEM #17.
ITEM 19. EXHIBITS
The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The report of the Company’s independent auditors for the audited financial statements are included herein immediately preceding the audited financial statements.
(A) Financial information
| (i) | Audited Consolidated Financial Statements for the year ended December 31, 2025. |
| 1. | Auditor’s Report dated April 30, 2026. | |
| 2. | Consolidated Statements of Financial Position at December 31, 2025 and 2024. |
| 3. | Consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2025, 2024, and 2023. |
| 4. | Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024, and 2023. |
| 5. | Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023. |
| 6. | Notes to Consolidated Financial Statements. |
(B) Index to Exhibits:
1. |
Articles of Incorporation –
| ||
| Amendment to Articles of Incorporation, Name Change, July 28, 2014, filed with Form 6-K, November 18, 2014 | |||
| Amendment to Articles of Incorporation, Name Change, November 5, 2018, filed with Form 6-K, June 17, 2019 | |||
| 2. | Instruments defining the rights of holders – N/A | ||
| 3. | Intentionally deleted. | ||
| 4. | Material contracts – N/A | ||
| 5. | N/A | ||
| 6. | Calculation of earnings per share – N/A | ||
| 7. | Explanation of calculation of ratios – N/A | ||
| 8. | Subsidiaries - N/A | ||
| 9. | Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A | ||
| 10. | Notice required by Rule 104 of Regulation BTR – N/A | ||
| 11. | Code of Ethics – N/A | ||
| 12.1* | Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes–Oxley Act of 2002 | ||
| 12.2* | Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes–Oxley Act of 2002 | ||
| 13.1* | Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes–Oxley Act of 2002 | ||
| 13.2* | Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes–Oxley Act of 2002 | ||
| 14. | Legal opinion – N/A | ||
| 15. | Additional exhibits: | ||
| a) | Audit Committee Charter | ||
| b) | Stock Option Plan | ||
| 16. | Mine Safety Disclosures – N/A | ||
| 101.INS* XBRL Instance Document | |||
| 101.SCH* XBRL Taxonomy Extension Schema Document | |||
| 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF* XBRL Taxonomy Extension Definitions Linkbase Document | |||
| 101.LAB* XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document. | |||
* Filed herewith.
| 40 |
Avricore Health Inc.
Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 41 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Avricore Health Inc.
Opinion on the Financial Statements
In our opinion, the Financial Statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years ended December 31, 2025, 2024 and 2023 in conformity with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Explanatory Paragraph – Going Concern
The accompanying Financial Statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1, the Company has recurring net losses and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and plans in regard to these matters are also described in Note 1. The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s Financial Statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Financial Statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Financial Statements. We believe that our audits provide a reasonable basis for our opinion.
| 42 |
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the Financial Statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the Financial Statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the Financial Statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Equipment and Related Intangible Asset
Critical Audit Matter Description
We draw your attention to Notes 3(l), 6 and 7 of the Financial Statements. During the year, the agreement with the Company’s major customer was not renewed and expired on March 31, 2025. The loss of this major customer has significantly impacted the Company’s revenue and financial position in the December 31, 2025 year end. As a result, the Company performed an impairment test and recognized an impairment loss of $422,950 for equipment and an impairment loss of $70,594 for the related intangible assets. Significant judgment is exercised by the Company in performing its impairment assessment and significant assumptions are used in the impairment test, and include the following:
| ● | The determination of the appropriate cash-generating unit (“CGU”) to consider how the Company’s equipment and related intangible assets generate cash inflows. | |
| ● | The determination that the fair value less cost of disposal was appropriate as a basis for the recoverable amount as the value in use would not derive value because of current and expected significant losses and negative CGU cashflows. | |
| ● | The fair value less cost of disposal was estimated based on measurable resale values, considering the assets’ condition and supportable marketability. |
Given these factors, the related audit effort in evaluating management’s judgments in determining the impairment recognized and the carrying value of equipment as of December 31, 2025 was significant and required a high degree of auditor judgment.
How the Critical Audit Matter was Addressed in the Audit
We responded to this matter by performing the following procedures:
| ● | We evaluated management’s methodology and assumptions used in determining that fair value less cost of disposal was the appropriate basis for the recoverable amount. We considered the current and expected negative CGU cash flows for the value-in-use in assessing the use of fair values less cost of disposal as the basis for the recoverable amount. | |
| ● | We assessed the reasonableness of recoverable amounts estimated for equipment and related intangibles on measurable resale values, considering the assets’ condition and supportable marketability. | |
| ● | We assessed whether the impairment loss was appropriately allocated to the Company’s equipment and related intangibles in accordance with IAS 36. | |
| ● | We reviewed the adequacy of the related disclosures in the Financial Statements. |
/s/
CHARTERED PROFESSIONAL ACCOUNTANTS
April 30, 2026
PCAOB
ID:
We have served as the Company’s auditor since 2020.
| 43 |
Avricore Health Inc.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| Note |
December 31, 2025 |
December 31, 2024 | ||||||||
| $ | $ | |||||||||
| ASSETS | ||||||||||
Current Assets | ||||||||||
| Cash and cash equivalents | ||||||||||
| Term deposit | ||||||||||
| Accounts receivable | 4 | |||||||||
| Prepaid expenses and deposits | 5 | |||||||||
| Inventory | ||||||||||
| Current assets | ||||||||||
| Equipment | 6 | |||||||||
| Intangible assets | 7 | |||||||||
| Total Assets | ||||||||||
LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Accounts payable and accrued liabilities | 8 | |||||||||
| Liabilities | ||||||||||
| EQUITY | ||||||||||
| Share capital | 10 | |||||||||
| Reserves | 10 | |||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||
| Deficit | ( | ) | ( | ) | ||||||
| Shareholders equity | ||||||||||
| Total Liabilities and Equity | ||||||||||
Nature of operations and going concern (Note 1)
Subsequent events (Note 20)
Approved and authorized for issuance on behalf of the Board of Directors on April 30, 2026.
| “Rodger Seccombe” | “David Hall” | |
| Rodger Seccombe, Director | David Hall, Chairman |
The accompanying notes are an integral part of these consolidated financial statements
| 44 |
Avricore Health Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| Note | 2025 | 2024 | 2023 | |||||||||||||
| $ | $ | $ | ||||||||||||||
| Revenue | 14 & 18 | |||||||||||||||
| Cost of sales | 19 | ( | ) | ( | ) | ( | ) | |||||||||
| Gross profit | ||||||||||||||||
| Expenses | ||||||||||||||||
| Advertising and promotion | ||||||||||||||||
| Amortization | 6 | |||||||||||||||
| Consulting | 12 | |||||||||||||||
| General and administrative | 11 | |||||||||||||||
| Management fees | 12 | |||||||||||||||
| Shareholder communications | ||||||||||||||||
| Professional fees | 12 | |||||||||||||||
| Severance benefits | 12 | |||||||||||||||
| Share-based compensation | 10 & 12 | |||||||||||||||
| Expense, by nature | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (Loss) before other income (expense) | ( | ) | ( | ) | ||||||||||||
| Other income (expense) | ||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest income | ||||||||||||||||
| Loss on impairment of equipment | 6 | ( | ) | ( | ) | |||||||||||
| Loss on impairment of intangible assets | 7 | ( | ) | |||||||||||||
| Loss on disposal of equipment | 6 | ( | ) | |||||||||||||
| Recovery (write-off) of accounts receivable | ( | ) | ||||||||||||||
| Gain on settlement of loan | 9 | |||||||||||||||
| Net loss for the year | ( | ) | ( | ) | ( | ) | ||||||||||
Other comprehensive loss: | ||||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||||||
Comprehensive loss for the year | ( | ) | ( | ) | ( | ) | ||||||||||
| Basic and diluted loss per share | ) | ) | ) | |||||||||||||
| Weighted Average Number of Common Shares Outstanding: | ||||||||||||||||
Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 45 |
Avricore Health Inc.
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
Number of Shares | Share Capital | Warrant Reserve | Option Reserve | Contributed surplus | Accumulated Other Comprehensive Loss |
Deficit |
Total | |||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ||||||||||||||||||||||||||||||
| Exercise of options | ( | ) | ||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||
| Exercise of options | ( | ) | ||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Expired warrants | - | ( | ) | |||||||||||||||||||||||||||||
| Expired and cancelled options | - | ( | ) | |||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 46 |
Avricore Health Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Operating Activities | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
Adjustment for non-cash items: | ||||||||||||
| Amortization | ||||||||||||
| Share-based compensation | ||||||||||||
| Gain on settlement of loan | ( | ) | ||||||||||
| (Recovery) / write off of accounts receivable | ( | ) | ||||||||||
| Loss on impairment of equipment | ||||||||||||
| Loss on impairment of intangible assets | ||||||||||||
| Loss on disposal of fixed assets | ||||||||||||
| Change in working capital items: | ||||||||||||
| Accounts receivable | ||||||||||||
| Inventory | ( | ) | ||||||||||
| Prepaid expenses and deposits | ( | ) | ( | ) | ||||||||
| Deferred revenue | ( | ) | ||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||||||
| Investing Activities | ||||||||||||
| Investment in intangible asset (software) | ( | ) | ( | ) | ( | ) | ||||||
| Purchase of equipment | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Financing Activities | ||||||||||||
| Proceeds from exercise of stock options | ||||||||||||
| Loan repayments | ( | ) | ||||||||||
| Net cash provided by financing activities | ||||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Effects of foreign exchange translation on cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents, beginning of year | ||||||||||||
| Cash and cash equivalents, end of year | ||||||||||||
Supplemental cash flow information (Note 15)
The accompanying notes are an integral part of these consolidated financial statements
| 47 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the OTCQB Market as “AVCRF”. The Company’s registered office is at 700 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.
The Company is involved in the business of health data and point-of-care technologies (“POCT”).
The
consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes
that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the
normal course of business. The availability of sufficient cash flows to fund the Company’s operations are dependent on revenues
and other financing sources which are subject to uncertainty. The Company has recurring net losses and negative cash flows from operations
and experienced a significant decrease in sales during the year ended December 31, 2025. As at December 31, 2025, the Company has an
accumulated deficit of $
The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations and/or raise additional financing to cover ongoing cash requirements. The consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.
| 2. | BASIS OF PRESENTATION |
| a) | Statement of compliance |
The consolidated financial statements for the years ended December 31, 2025, 2024, and 2023 have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
| b) | Basis of preparation |
The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The material accounting policies are presented in Note 3 of the annual consolidated financial statements for the year ended December 31, 2025 and have been consistently applied in each of the periods presented. The consolidated financial statements are presented in Canadian dollars, which is the presentation and functional currency of the Company. The functional currency of the Company’s wholly owned subsidiary HealthTab Ltd. is the UK pound sterling.
The preparation of consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3 (m). Actual results might differ from these estimates. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised.
| 48 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 2. | BASIS OF PRESENTATION (continued) |
| c) | Basis of consolidation |
The consolidated financial statements include the assets, liabilities and results of operations of all entities controlled by the Company. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the Company’s consolidated financial statements. Where control of an entity is obtained during a financial year, its results are included in the consolidated statements of operations and comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control exists.
These consolidated financial statements include the accounts of the Company and its controlled wholly owned Canadian subsidiary, HealthTab™ Inc and HealthTab Inc.’s wholly owned United Kingdom subsidiary, HealthTab™ Ltd.
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
| a) | Revenue recognition |
The Company’s revenues are generated from operating leases of the POCT system and sale of testing panels. Revenue comprises the fair value of the consideration received or receivable and is shown net of tax and discounts.
The Company recognizes revenue to depict the transfer of goods and services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps:
| ● | Identify the contract with a customer; |
| ● | Identify the performance obligations in the contract; |
| ● | Determine the transaction price; |
| ● | Allocate the transaction price to the performance obligations; and |
| ● | Recognize revenue when, or as, the Company satisfies a performance obligation. |
Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset.
The Company’s arrangements with customers can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under IFRS 15, Revenue from Contracts with Customers.
| 49 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| a) | Revenue recognition (continued) |
The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of our transactions, our marketing strategy, historical sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by management, taking into consideration our go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices.
The Company generally receives payment from its customers after invoicing within the normal 28-day commercial terms. If a customer is specifically identified as a credit risk, recognition of revenue is deferred except to the extent of fees that have already been collected.
| b) | Leases |
A contract is, or contains, a lease if the contract conveys a lessee the right to control the use of lessor’s identified asset for a period of time in exchange for consideration.
The Company as a lessee
A lease liability is recognized at the commencement of the lease term at the present value of the lease payments that are not paid at that date. At the commencement date, a corresponding right-of-use asset is recognized at the amount of the lease liability, adjusted for lease incentives received, retirement costs and initial direct costs. Depreciation is recognized on the right-of-use asset over the lease term. Interest expense is recognized on the lease liabilities using the effective interest rate method and payments are applied against the lease liability.
Key areas where management has made judgments, estimates, and assumptions related to the application of IFRS 16 include:
| - | The incremental borrowing rates are based on judgments including economic environment, term, currency, and the underlying risk inherent to the asset. The carrying balance of the right-of-use assets, lease liabilities, and the resulting interest expense and depreciation expense, may differ due to changes in the market conditions and lease term. |
| - | Lease terms are based on assumptions regarding extension terms that allow for operational flexibility and future market conditions. |
The Company as a lessor
A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. All other leases are classified as finance leases.
Leases of the Company’s POCT systems to customers are classified as operating leases. Lease payments from operating leases are recognized as income on a straight-line basis. All costs, including depreciation, incurred in earning the operating lease income are recognized as cost of sales. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognized as an expense over the lease term on the same basis as the lease income. The depreciation for depreciable underlying assets subject to operating leases is in accordance with depreciation policy for the Company’s equipment.
| 50 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| c) | Foreign currency |
Foreign currency transactions are translated into the functional currency of the respective entity, using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year-end exchange rates are recognized in profit or loss.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction and are not retranslated. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
The results and financial position of consolidated entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| ● | Equity is translated at historical rates of exchange at the reporting date. |
| ● | Assets and liabilities are translated at the closing rate at the reporting date. |
| ● | Income and expenses are translated at average exchange rates for the year. |
| ● | All resulting exchange differences are recognized in other comprehensive income as cumulative foreign currency translation adjustments. |
| d) | Cash and cash equivalents |
Cash and cash equivalents include cash on account, demand deposits and money market investments with maturities from the date of acquisition of three months or less, which are readily convertible to known amounts of cash and are subject to insignificant changes in value.
| e) | Intangible assets |
All
intangible assets acquired separately by the Company are recorded at cost on the date of acquisition. Intangible assets that have indefinite
lives are measured at cost less accumulated impairment losses. Intangible assets that have finite useful lives are measured at cost less
accumulated amortization and accumulated impairment losses. Intangible assets comprise of software, intellectual property, trademarks
and web domains and distribution rights, which are amortized on a straight-line basis over
| f) | Equipment |
Equipment
acquired by the Company is recorded at cost on the date of acquisition. Equipment is stated at historical cost less accumulated amortization
and accumulated impairment losses. Amortization is calculated on a declining balance method over their estimated useful lives. The Company’s
system hardware is amortized at
| 51 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| g) | Share-based payments |
The Company operates an incentive share purchase option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share- based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes option pricing model, which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
| h) | Share capital |
Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company. Any previously recorded share-based payment related to the options or warrants exercised included in reserves is transferred to share capital on the exercise of options or warrants. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance. The proceeds from issuance of units are allocated between common shares and warrants based on the residual method. Under this method, the proceeds are allocated first to share capital based on the fair value of the common shares at the time the units are issued and any residual value is allocated to the warrants reserve. Consideration received for the exercise of warrants is recorded in share capital, and any related amount recorded in warrants reserve is transferred to share capital.
| i) | Income (loss) per share |
Basic income (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted income (loss) per share are the same for the periods presented.
| j) | Income taxes |
Income tax expense, consisting of current and deferred tax expense, is recognized in the statements of operations. Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.
Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that substantive enactment occurs.
| 52 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| j) | Income taxes (continued) |
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
| k) | Financial instruments |
Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.
The Company has classified its cash and cash equivalents as FVTPL and term deposit, accounts receivable and accounts payable as amortized cost.
Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the profit or loss in the period in which they arise.
Financial assets at FVTOCI
Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss) as they arise.
Impairment of financial assets at amortized cost
An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
| 53 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| k) | Financial Instruments (continued) |
Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss.
| l) | Impairment of equipment and intangible assets |
At the end of each reporting period, the Company reviews the carrying amounts of its equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Individual assets are grouped together as a cash generating unit for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are independent from other group assets. The Company has one cash generating unit, the HealthTab system, comprised of system software, system analyzers and system hardware.
If any such indication of impairment exists, the Company makes an estimate of its recoverable amount. The recoverable amount is the higher of fair value less costs of disposition and value in use. Where the carrying amount of a cash generating unit exceeds its recoverable amount, the cash generating unit is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated future cash flows are adjusted for the risks specific to the cash generating unit and are discounted to their present value with a discount rate that reflects the current market indicators. The recoverable amount of intangible assets with an indefinite useful life, intangible assets not available for use, or goodwill acquired in a business combination are measured annually whether or not there are any indications that impairment exists.
Where an impairment loss subsequently reverses, the carrying amount of the cash generating unit is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the cash generating unit in prior years. A reversal of an impairment loss is recognized as income immediately.
| m) | Significant accounting estimates and judgments |
Estimates
Significant estimates used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
Share-based payments
The Company grants share-based awards to certain directors, officers, employees, consultants and other eligible persons. For equity-settled awards, the fair value is charged to the statement of operations and comprehensive income (loss) and credited to the reserves over the vesting period using the graded vesting method, after adjusting for the estimated number of awards that are expected to vest.
| 54 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| m) | Significant accounting estimates and judgments (continued) |
The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.
Estimation of useful lives of equipment and intangible assets
Amortization of equipment and intangible assets (software) is dependent upon estimates of their useful lives. The useful lives of the assets are assessed annually and may vary from previous estimates depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product lifecycles, maintenance, and fair value of equipment are taken into account.
Recoverable amounts of equipment and intangible assets
The carrying amount of the Company’s equipment and intangible assets (software) is reviewed at each financial reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized when the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss for the period.
Judgments
Significant judgments used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
Revenue recognition
Revenue is recognized when the revenue recognition criteria expressed in the accounting policy disclosed in Note 3(a) have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple performance obligations.
Indicators of impairment
Indicators of impairment include observable declines in market value, significant negative changes in sales, or the technological, market, economic, or legal environment and increases in market interest rates. Judgement is required to determine the recoverable amount which is the higher of an assets fair value less costs of disposition and its value in use.
| 55 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) |
| m) | Significant accounting estimates and judgments (continued) |
Deferred income taxes
Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates
are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.
Going concern
Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing its financial statements for the year ended December 31, 2025. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The factors considered by management are disclosed in Note 1.
| n) | Application of new and revised accounting standards and accounting standards issued but not yet effective |
There are no significant changes in accounting policies but several amendments to IFRS Accounting Standards and interpretations became effective for annual periods beginning on or after January 1, 2025.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial instruments
The amendments provide guidance on the derecognition of a financial liability settled through electronic transfer, as well as the classification of financial assets for: contractual terms consistent with a basic lending arrangement; assets with non-recourse features and contractually linked instruments.
Additionally, the amendments introduce new disclosure requirements related to investments in equity instruments designated at fair value through other comprehensive income (“FVOCI”), and additional disclosures for financial instruments with contingent features. These amendments are effective for annual reporting periods beginning on or after January 1, 2026. The Company is currently assessing these standards, and their potential impact on the Company in the current or future reporting periods.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its Financial Statements.
| 56 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 4. | ACCOUNTS RECEIVABLE |
The Company’s accounts receivable consists of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Trade receivables | ||||||||
| Other receivable | ||||||||
| GST receivable | ||||||||
| Total trade receivables | ||||||||
| 5. | PREPAID EXPENSES AND DEPOSITS |
The
balance consists of prepaid expenses to vendors of $
| 6. | EQUIPMENT |
SCHEDULE OF EQUIPMENT
| Equipment | Furniture | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Cost | ||||||||||||
| Balance, December 31, 2023 | ||||||||||||
| Additions | ||||||||||||
| Impairment | ( | ) | ( | ) | ||||||||
| Assets written off | ( | ) | ( | ) | ||||||||
| Balance, December 31, 2024 | ||||||||||||
| Cost, beginning balance | ||||||||||||
| Additions | ||||||||||||
| Impairment | ( | ) | ( | ) | ||||||||
| Balance, December 31, 2025 | ||||||||||||
| Cost, ending balance | ||||||||||||
| Accumulated Amortization | ||||||||||||
| Balance, December 31, 2023 | ||||||||||||
| Amortization | ||||||||||||
| Assets written off | ( | ) | ( | ) | ||||||||
| Balance, December 31, 2024 | ||||||||||||
| Accumulated amortization, beginning balance | ||||||||||||
| Amortization | ||||||||||||
| Balance, December 31, 2025 | ||||||||||||
| Accumulated amortization, ending balance | ||||||||||||
| Carrying value | ||||||||||||
| As at December 31, 2025 | ||||||||||||
| As at December 31, 2024 | ||||||||||||
| Equipment net | ||||||||||||
Equipment
is comprised primarily of system analyzers and system hardware leased to earn revenues. Amortization of equipment included in cost of
sales was $
| 57 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 6. | EQUIPMENT (continued) |
During
the year ending December 31, 2025, the agreement with the Company’s major customer was not renewed and expired on March 31, 2025.
The loss of this major customer significantly impacted the Company’s revenue and financial position. As a consequence, the Company
performed an impairment test. The Company recognized and determined the recoverable amount to be $
If impairment loss subsequently reverses, the carrying amount of the cash generating unit will be increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the cash generating unit in prior years. A reversal of an impairment loss will be recognized as income immediately.
| 7. | INTANGIBLE ASSETS |
SCHEDULE OF INTANGIBLE ASSETS
| Software | HealthTab™ | Corozon | Emerald | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, December 31, 2023 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||||||
| Cost, beginning balance | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Impairment | ( | ) | ( | ) | ||||||||||||||||
| Assets written off | ( | ) | ( | ) | ||||||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||||||
| Cost, ending balance | ||||||||||||||||||||
| Accumulated Amortization | ||||||||||||||||||||
| Balance, December 31, 2023 | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||||||
| Accumulated amortization, beginning balance | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Assets written off | ( | ) | ( | ) | ||||||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||||||
| Accumulated amortization, ending balance | ||||||||||||||||||||
| Carrying value | ||||||||||||||||||||
| As at December 31, 2024 | ||||||||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||
| Intangible assets, net | ||||||||||||||||||||
Amortization
of software of $
During
the year ending December 31, 2025, the agreement with the Company’s major customer was not renewed and expired on March 31, 2025.
The loss of this major customer significantly impacted the Company’s revenue and financial position. As a consequence, the Company
performed an impairment test. The Company recognized and determined the recoverable amount to be $ using the value in use method.
The Company recognized an impairment of $
| 58 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 8. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
The Company’s accounts payable and accrued liabilities consist of the following:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED COSTS
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Trade accounts payable and accrued liabilities | ||||||||
| GST payable | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| 9. | LOANS PAYABLE |
During
the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $
| 10. | SHARE CAPITAL |
Authorized share capital
Authorized: Unlimited number of common shares without par value.
Issued share capital
During the year ended December 31, 2025, there were no shares issued.
During the year ended December 31, 2024:
The Company issued common shares upon exercise of stock options for gross proceeds of $. $ of the value of the options was reclassified from reserves to share capital.
During the year ended December 31, 2023:
The Company issued common shares upon exercise of stock options for gross proceeds of $. $ of the value of the options was reclassified from reserves to share capital.
Stock options
The Company has adopted a fixed up to 20% incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to acquire up to common shares of the Company to executive officers, directors, employees and consultants. The options can be granted for a maximum term of and generally vest either immediately or in specified increments of up to % in any three-month period.
| 59 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 10. | SHARE CAPITAL (continued) |
Stock options (continued)
SCHEDULE OF SUMMARIZES THE SHARE OPTION ACTIVITY
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | |||||||||||||||||||||
| Options granted | $ | $ | $ | |||||||||||||||||||||
| Expired | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Forfeited | ( | ) | $ | - | - | - | ||||||||||||||||||
| Exercised | - | ( | ) | $ | ( | ) | $ | |||||||||||||||||
| Ending Balance | $ | $ | $ | |||||||||||||||||||||
| Exercisable | $ | $ | $ | |||||||||||||||||||||
SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE
| Exercise Price | Expiry date | Options | ||||||||||
| Outstanding | Exercisable | |||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
| $ | ||||||||||||
The weighted average remaining life of the stock options outstanding at December 31, 2025 is years (December 31, 2024: years).
Share-based compensation
Share-based compensation of $ was recognized during the year ended December 31, 2025 (2024 - $ and 2023 - $), respectively, for stock options granted and/or vested during the year. Options issued to directors and officers and consultants of the Company during the year vest quarterly over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.
| 60 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 10. | SHARE CAPITAL (continued) |
Stock options (continued)
SCHEDULE OF SHARE BASED COMPENSATION FOR OPTIONS GRANTED
| 2025 | 2024 | |||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Dividend yield | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
Option pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.
Warrants
There were no warrants issued for the years ended December 31, 2025, 2024 and 2023.
| 11. | GENERAL AND ADMINISTRATIVE EXPENSES |
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Bank service charges | ||||||||||||
| Filing and registration fees | ||||||||||||
| Insurance | ||||||||||||
| Office maintenance | ||||||||||||
| Payroll | ||||||||||||
| Regulatory fees | ||||||||||||
| Rent | ||||||||||||
| Travel | ||||||||||||
| Warranty expense | ||||||||||||
| General and administrative expenses | ||||||||||||
| 12. | RELATED PARTY TRANSACTIONS AND BALANCES |
For the years ended December 31, 2025, 2024 and 2023, the Company recorded the following transactions with related parties:
| a) | $ |
| b) | $ |
| c) | $ |
| d) | $ |
| 61 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 12. | RELATED PARTY TRANSACTIONS AND BALANCES (continued) |
Related party transactions not otherwise described in the consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| Type of transaction | 2025 | 2024 | 2023 | |||||||||
| $ | $ | $ | ||||||||||
| Consulting fees | ||||||||||||
| Management fees | ||||||||||||
| Professional fees | ||||||||||||
| Severance benefits | ||||||||||||
| Share-based compensation | ||||||||||||
| Related party transactions | ||||||||||||
At
December 31, 2025, $
| 13. | CAPITAL DISCLOSURES |
The Company includes Common shares, Options reserve and Warrants reserve in the definition of capital net of share issue costs. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company intends to raise additional equity financing to fund the ongoing operations and to meet strategic objectives. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.
The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year ended December 31, 2025.
| 14. | SEGMENTED INFORMATION |
At
December 31, 2025, 2024, and 2023,
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Canada | ||||||||||||
| United Kingdom | ||||||||||||
| Total | ||||||||||||
| 62 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 15. | SUPPLEMENTAL CASH FLOW INFORMATION |
There were no non-cash transactions during the years ended December 31, 2025, 2024 and 2023.
| 16. | INCOME TAXES |
The following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025, 2024 and 2023:
SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSES (RECOVERY)
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ||||||
| Expected income tax recovery (27%) | ( | ) | ( | ) | ( | ) | ||||||
| Change in statutory, foreign tax, foreign exchange rates and other | ( | ) | ( | ) | ( | ) | ||||||
| Permanent differences and other | ||||||||||||
| Change in unrecognized deductible temporary differences | ||||||||||||
| Total income tax expense (recovery) | ||||||||||||
The significant components of the Company’s deferred tax assets are as follows:
SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSET AND LIABILITIES
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Share issue costs | ||||||||||||
| Property and equipment | ||||||||||||
| Intangible asset | ||||||||||||
| Non-capital losses | ||||||||||||
| Total | ||||||||||||
| Unrecognized deferred tax assets | ( | ) | ( | ) | ( | ) | ||||||
| Deferred income tax asset (liability) | ||||||||||||
At
December 31, 2025, the Company has non-capital losses of approximately $
As
at December 31, 2025, the Company’s U.K. subsidiary has U.K.-based non-capital tax losses of approximately GBP
| 17. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT |
The Company’s financial instruments include cash and cash equivalents, term deposit, accounts receivable and accounts payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.
This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout the consolidated financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.
| 63 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 17. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued) |
| a) | Credit risk |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents, term deposits and accounts receivable. The Company’s cash and cash equivalents and term deposits are held through a large Canadian financial institution. The Company does not have financial assets that are invested in asset-backed commercial paper.
The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for expected credit losses based on the credit risk applicable to particular customers and historical data.
Approximately
| b) | Liquidity risk |
Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Liquidity risk has been assessed as moderate.
The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing.
Contractual undiscounted cash flow requirements for financial liabilities as at December 31, 2025 are as follows:
SUMMARY OF CONTRACTUAL UNDISCOUNTED CASH FLOW FINANCIAL LIABILITIES
| Carrying value | Contractual Cash flows | Within 1 year | 1 - 5 Years | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Trade accounts payable | ||||||||||||||||
| Total financial liabilities | ||||||||||||||||
| c) | Market risk |
Market risk for the Company consists of currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposure within acceptable limits, while maximizing returns.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company is exposed to foreign exchange rate risk mainly due to its operations in United Kingdom. The Company manages its risk by using accredited financial institutions to process its foreign currency transactions ensuring the market rate of foreign exchange.
| 64 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 17. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued) |
Currency risk (continued)
The following are balances of foreign currency exposure as of December 31 (Canadian dollar values of GB pound balances):
SCHEDULE OF FOREIGN CURRENCY EXPOSURE
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Cash | ||||||||||||
| Accounts receivable | ||||||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ||||||||||
Based
on the above net exposures as at December 31, 2025, a 10% appreciation in the GB pound would result in a $
Interest rate risk
Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at fixed interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.
| c) | Fair values of financial instruments |
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities and amounts resulting from direct arm’s length transactions.
Cash and cash equivalents are valued using quoted market prices or from amounts resulting from direct arm’s length transactions. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.
The fair values of financial assets and financial liabilities are determined as follows:
Cash and cash equivalents are measured at fair value on a recurring basis using a level 1 measurement. The carrying amounts of term deposits, accounts receivable and accounts payable are of approximate fair value due to their short-term maturity or current market rates for similar instruments.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Derivatives are included in Level 2 of the fair value hierarchy as they are valued using price models. These models require a variety of inputs, including, but not limited to, contractual terms, market prices, forward price curves, yield curves and credit spreads.
Level 3: Inputs for the asset or liability are not based on observable market data.
| 65 |
Avricore Health Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 18. | REVENUE AND MAJOR CUSTOMER |
Revenues earned are comprised of the following for the years ended:
SCHEDULE OF REVENUES EARNED
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Lease and service | ||||||||||||
| Sale of products | ||||||||||||
| Revenue | ||||||||||||
Revenue
from the major customer was $
| 19. | COST OF SALES |
Cost of sales are comprised of the following for the years ended:
SCHEDULE OF COST OF SALES
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Amortization | ||||||||||||
| Hosting and software | ||||||||||||
| Reagents | ||||||||||||
| Shipping | ||||||||||||
| Quality control | ||||||||||||
| Other | ||||||||||||
| Cost of sales | ||||||||||||
| 20. | SUBSEQUENT EVENTS |
On January 28, 2026, stock options with an exercise price of $ expired unexercised.
On March 22, 2026, stock options with an exercise price of $ expired unexercised.
| 66 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration report on its behalf.
| Dated: November 6, 2026 | AVRICORE HEALTH INC. | |
| By: | /s/ Kiki Smith | |
| Kiki Smith, | ||
| Chief Financial Officer | ||
| 67 |
Exhibit 12.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rodger Seccombe, certify that:
| 1. | I have reviewed this Report on Form 20-F of Avricore Health Inc., |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 6, 2026
| /s/ “Rodger Seccombe” | |
| Rodger Seccombe, Chief Executive Officer |
Exhibit 12.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kiki Smith, certify that:
| 1. | I have reviewed this Report on Form 20-F of Avricore Health Inc., |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 6, 2026
| /s/ “Kiki Smith” | |
| Kiki Smith, Chief Financial Officer |
Exhibit 13.1
Certification Pursuant to 18 U.S.C. Section 1650,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Rodger Seccombe, Chief Executive Officer of AVRICORE HEALTH INC. (the “Company”), certify that to the best of my knowledge:
| 1. | the Report on Form 20-F of the Company for year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and |
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ “Rodger Seccombe” | |
| Rodger Seccombe | |
| Chief Executive Officer | |
| November 6, 2026 |
Exhibit 13.2
Certification Pursuant to 18 U.S.C. Section 1650,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Kiki Smith, Chief Financial Officer of AVRICORE HEALTH INC. (the “Company”), certify that to the best of my knowledge:
| 1. | the Report on Form 20-F of the Company for year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and |
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ “Kiki Smith” | |
| Kiki Smith | |
| Chief Financial Officer | |
| November 6, 2026 |
Exhibit 15a
AUDIT COMMITTEE CHARTER
The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Avricore Health Inc., (the “Company”), designed to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the adequacy of the Company’s internal controls, (3) the independence and performance of the Company’s external auditor, and (4) conflict of interest transactions.
I. ROLES AND RESPONSIBILITIES
A. Maintenance of Charter. The Committee shall review and reassess the adequacy of this formal written Charter on at least an annual basis.
B. Financial Reporting. The Committee shall review and make recommendations to the Board regarding the adequacy of the Company’s financial statements and compliance of such statements with financial standards. In particular, and without limiting such responsibilities, the Committee shall:
With respect to the Annual Audited Financial Statements:
| ● | Review and discuss with management and with the Company’s external auditor the Company’s audited financial statements, management discussion and analysis (“MD&A”) and news releases regarding annual financial results before the Company publicly discloses this information. |
| ● | Review an analysis prepared by management and the external auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company’s audited financial statements. |
| ● | Discuss with the external auditor the matters required to be discussed by National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currencies (as may be modified or supplemented) relating to the conduct of the audit. |
| ● | Based on the foregoing, indicate to the Board whether the Committee recommends that the audited financial statements be included in the Company’s Annual Report. |
With respect to Interim Unaudited Financial Statements:
| ● | Review and discuss with management the Company’s interim unaudited financial statements, MD&A and news releases regarding interim financial results before the Company publicly discloses this information. The review may be conducted through a designated representative member of the Committee. |
| ● | Approve interim unaudited financial statements and interim MD&A on behalf of the Board. |
Generally
| ● | Be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, and annually assess the adequacy of those procedures. |
C. Internal Controls. The Committee shall evaluate and report to the Board regarding the adequacy of the Company’s financial controls. In particular, the Committee shall:
| ● | Ensure that the external auditor is aware that the Committee is to be informed of all control problems identified. |
| ● | Review with the Company’s counsel legal matters that may have a material impact on the financial statements. |
| ● | Review the effectiveness of systems for monitoring compliance with laws, regulations and instruments relating to financial reporting. |
| ● | Receive periodic updates from management, legal counsel, and the external auditor concerning financial compliance. |
| ● | Establish procedures for: |
| (i) | the receipt, retention and treatment of complaints received by the Company from officers, employees and others regarding accounting, internal accounting controls, or auditing matters and questionable practices relating thereto; and |
| (ii) | the confidential, anonymous submission by officers or employees of the Company or others or concerns regarding questionable accounting or auditing matters. |
D. Relationship with External Auditor. The Committee shall:
| ● | Interview, evaluate, and make recommendations to the Board with respect to the nomination and retention of, or replacement of, the external auditor. |
| ● | Ensure receipt from external auditor of a formal written statement delineating all relationships between the external auditor and the Company. |
| ● | Ensure that the external auditor is in good standing with the Canadian Public Accountability Board (“CPAB”) and enquire if there are any sanctions imposed by the CPAB on the external auditor. |
| ● | Ensure that the external auditor meets the rotation requirements for partners and staff on the Company’s audits. |
| ● | Actively engage in a dialogue with the external auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditor. |
| ● | Take, or recommend that the Board take, appropriate action to oversee the independence of the external auditor. |
| ● | Review and approve the compensation to be paid to the external auditor. |
| ● | Oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company. |
| ● | Review and resolve disagreements between management and the external auditor regarding financial reporting. |
| ● | Pre-approve all non-audit services to be provided to the Company or any subsidiary by the external auditor in accordance with subsection 2.3(4) and sections 2.4 and 2.6 of Multilateral Instrument 51-110 Audit Committees. |
| ● | Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company |
Notwithstanding the foregoing, the external auditor shall be ultimately accountable to the Board and the Committee, as representatives of shareholders. The Board, upon recommendation from the Committee, shall have ultimate authority and responsibility to select, evaluate, and, where appropriate, replace the external auditor (or to nominate the external auditor to be proposed for shareholder approval in any information circular).
E. Conflict of Interest Transactions. The Committee shall:
| ● | Review potential conflict of interest situations, including transactions between the Company and its officers, directors and significant shareholders not in their capacities as such. |
| ● | Make recommendations to the Board regarding the disposition of conflict of interest transactions in accordance with applicable law. |
II. MEMBERSHIP REQUIREMENTS
| ● | The Committee shall consist of at least three (3) directors chosen by the Board, the majority of whom are neither officers nor employees of the Company or any of its affiliates. |
| ● | The members of the Committee will be appointed annually by and will serve at the discretion of the Board. |
| ● | At least one (1) member of the Committee shall be able to read and understand a set of financial statements, including the Company’s balance sheet, income statement, and cash flow statement, or will become able to do so within a reasonable period of time after his or her appointment to the Committee. |
| ● | At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or comparable experience or background (such as a position as a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities), which results in financial sophistication, recognized financial or accounting expertise. |
III. STRUCTURE AND POWERS
| ● | The Committee shall appoint one of its members to act as a Chairperson, either generally or with respect to each meeting. |
| ● | The Committee Chairperson shall review and approve an agenda in advance of each meeting. |
| ● | The Committee shall meet as circumstances dictate. |
| ● | The Committee shall have the authority to engage independent legal counsel and other advisors as it determines necessary to carry out its duties, and to set and pay the compensation for any advisors employed by the Committee. |
| ● | The Committee shall have the authority to communicate directly with the internal and external auditors. |
| ● | The Committee may request any officer or employee of the Company or the Company’s outside counsel or external auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. |
| ● | The Committee shall possess the power to conduct any investigation appropriate to fulfilling its responsibilities. |
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the external auditor. Nor is it the duty of the Committee to conduct investigations or to assure compliance with laws and regulations and the Company’s Corporate Governance Policies and Practices.
IV. MEETINGS
| ● | The quorum for a meeting of the Committee is a majority of the members of the Committee who are not officers or employees of the Company or of an affiliate of the Company. |
| ● | The members of the Committee must elect a chair from among their number and may determine their own procedures. |
| ● | The Committee may establish its own schedule that it will provide to the Board in advance. |
| ● | The external auditor is entitled to receive reasonable notice of every meeting of the Committee and to attend and be heard thereat. |
| ● | A member of the Committee or the external auditor may call a meeting of the Committee. |
| ● | The Committee may hold meetings by telephone conference call where each member can hear the other members or pass matters that would otherwise be approved at a meeting by all members signing consent resolutions in lieu of holding a meeting. |
| ● | The Committee will meet with the President and with the Chief Financial Officer of the Company at least annually to review the financial affairs of the Company. |
| ● | The Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report. |
| ● | The chair of the Committee must convene a meeting of the Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board or the shareholders. |
| ● | The Committee will record its recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board’s meeting at which those recommendations are presented. |
| ● | The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. |
Exhibit 15b
AVRICORE HEALTH INC.
FIXED 20% STOCK OPTION PLAN
May 16, 2024
| 1. | PURPOSE: The purpose of this Stock Option Plan (the “Plan”) is to encourage common stock ownership in AVRICORE HEALTH INC. (the “Company”) by directors, officers and employees of the Company or any subsidiary of the Company, by consultants of the Company or any affiliate of the Company, or by an employee of a company which provides management services to the Company at the time an option is granted hereunder (hereinafter referred to as “Optionees”) who are primarily responsible for the management and profitable growth of its business and to advance the interests of the Company by providing additional incentive for superior performance by such persons and to enable the Company to attract and retain valued directors, officers and employees by granting options (the “Options” or “Option”) to purchase unissued common shares (the “Common Shares”) of the Company on the terms and conditions set forth in this Plan and any stock option agreements (the “Stock Option Agreements”) entered into between the Company and the Optionees in accordance with the Plan. |
| 2. | ADMINISTRATION: The Plan shall be administered by the board of directors (the “Board of Directors”) from time to time of the Company (the “Administrator”). No member of the Board of Directors shall by virtue of such appointment be disentitled or ineligible to receive Options. The Administrator shall have full authority to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management, and the decision of the Administrator shall be binding and conclusive. The decision of the Administrator shall be binding, provided that notwithstanding anything herein contained, the Administrator may from time to time delegate the authority vested in it under this clause to, the President who shall thereupon exercise all of the powers herein given to the Administrator, subject to any express direction by resolution of the Board of Directors of the Company from time to time and further provided that a decision of the majority of persons comprising the Board of Directors in respect of any matter hereunder shall be binding and conclusive for all purposes and upon all persons. The senior officers of the Company are authorized and directed to do all things and execute and deliver all instruments, undertakings and applications as they in their absolute discretion consider necessary for the implementation of the Plan. |
| 3. | NUMBER OF SHARES SUBJECT TO OPTIONS: The Board of Directors of the Company will make available that number of Common Shares for the purpose of the Plan that has been approved by resolution of the shareholders of the Company, subject to the following limitations: |
| a) | subject to adjustment by resolution of the shareholders of the Company or by operation of section 6 or section 7 hereunder, the aggregate number of Common Shares issuable pursuant to the Plan shall not exceed 19,970,000 Common Shares including any Common Shares issuable on any outstanding stock options previously granted on an individual basis. The number of Common Shares issued hereunder may be increased or changed by the Administrator, subject to shareholder and regulatory approval. |
| b) | until the Company has obtained disinterested shareholder approval to this Stock Option Plan in accordance with the policies, if any, of any stock exchange having jurisdiction over the Company (the “Exchange”) and subject to the rules of the Exchange limiting the Company in matters referred to herein and subject also to section 3(a) hereunder: |
| (2) |
| i) | the number of Common Shares reserved for issuance to “insiders” (as defined in the Securities Act (British Columbia) in any 12 month period, calculated as at the date any Common Shares are reserved for issuance or issued to “insiders”, shall not exceed 10% of the outstanding issue, unless disinterested shareholder approval is obtained; |
| ii) | the number of Common Shares issuable to “insiders” (as defined in the Securities Act (British Columbia) shall not exceed 10% of the outstanding issue at any point in time; |
| ii) | no more than 5% of the outstanding issue may be granted to any one individual in any twelve month period; and |
| iii) | the exercise price of options granted to insiders shall not be decreased, nor shall the term of any option granted to an insider be extended, without disinterested shareholder approval. |
For the purposes of the Plan, “outstanding issue” is the number of issued and outstanding Common Shares immediately prior to the reservation of Common Shares in question, plus the number of Common Shares which will be issued on exercise or deemed exercise of any Special Warrants outstanding prior to the foregoing reservation and exclusive of any Common Shares issuable on exercise of share purchase warrants issuable on exercise of any of the foregoing Special Warrants.
| (c) | the number of Common Shares reserved for issuance to an Optionee who is a consultant to the Company shall not exceed two percent of the outstanding issue in any twelve month period. |
| (d) | the aggregate number of Common Shares reserved for issuance to Optionees who are employed in an investor relations capacity shall not exceed two percent of the outstanding issue in any twelve month period and must vest over a minimum of twelve (12) months on a quarterly basis. |
In the event that Options granted under the Plan are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Common Shares not purchased under such lapsed Options.
| 4. | PARTICIPATION: Optionees must be bona fide in nature, as confirmed by both the Administrator and the Optionee. Options shall be granted under the Plan only to Optionees as shall be designated from time to time by the Administrator and shall be subject to the approval of such regulatory authorities as the Administrator shall designate, which shall also determine the number of Common Shares subject to such Option. Options granted under the Plan shall be non-assignable and non-transferable except as noted in section 5 hereunder. Optionees who are consultants of the Company or an affiliate of the Company must either perform services for the Company on an ongoing basis or provide, or be expected to provide, a service of value to the Company or to an affiliate of the Company. In addition to the Optionees described above, Options may be granted under the Plan to a personal holding company wholly owned by a person eligible to be granted options under the Plan provided the Optionee executes an undertaking in a form as may be required by the Exchange. |
| 5. | TERMS AND CONDITIONS OF OPTIONS: The terms and conditions of each Option granted under the Plan shall be set forth in written Stock Option Agreements between the Company and the Optionee. Such terms and conditions shall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Administrator or as may be required pursuant to the rules or policies of any regulatory authority having jurisdiction over the Company: |
| (3) |
| (a) | Option Exercise Price: The option exercise price (the “Option Exercise Price”) of any Option granted under the Plan shall be equal to the greater of either the amount designated by the Administrator at the time of grant, or the Discounted Market Price of the Common Shares. For the purpose of this paragraph, “Discounted Market Price” shall be calculated in accordance with the policies of the Exchange at the time of grant of the Option. The Administrator may also determine that the Option Exercise Price per Common Share may escalate at a specified rate or rates. |
| (b) | Payment: The full purchase price of Common Shares purchased under the Option shall be paid in cash in the form of currency or check or other cash equivalent acceptable to the Company. A holder of an Option shall have none of the rights of a shareholder until the Common Shares are issued to him. All Common Shares issued pursuant to the exercise of Options granted under the Plan, will be so issued as fully paid and non-assessable Common Shares. No Optionee or his legal representatives, legatees or distributes will be, or will be deemed to be, a holder of any Common Shares subject to an Option under this Plan, unless and until certificates for such Common Shares are issued to him or them under the terms of the Plan. |
| (c) | Term of Options: Options may be granted under this Plan exercisable over a period not exceeding ten years. Each Option shall be subject to earlier termination as provided in subparagraph (e) below. |
| (d) | Exercise of Options: The exercise of any Option will be contingent upon receipt by the Company at its head office of a written notice of exercise, specifying the number of Common Shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is exercised. An Option may be exercised in full or in part at any time during the term of the Option. This Plan shall not confer upon the Optionee any right with respect to continuance as a director, officer, employee or consultant of the Company or of any subsidiary or affiliate of the Company. |
| (e) | Termination of Options: Any Option granted pursuant hereto, to the extent not validly exercised, and save as expressly otherwise provided herein, will terminate on the earlier of the following dates: |
| (i) | the date of expiration specified in the Stock Option Agreement (the “Expiration Date”), being not more than five years after the date the Option was granted; |
| (ii) | where the Optionee is a personal holding company beneficially owned by, a person eligible to be granted options under the Plan, the date prior to the date that such personal holding company ceases to be wholly owned by, a person eligible to be granted options under the Plan; |
| (iii) | the date specified in the Stock Option Agreement which shall not exceed 90 days after the date of termination of the Optionee’s employment (except in the case of any Optionee whose primary function with the Company involves the performance of investor relations activities, in which case, the termination date shall be 30 days after the Optionee ceases activities on behalf of the Company) or upon ceasing to be a director, officer or Consultant of the Company or of any subsidiary or affiliate of the Company for any cause other than by death; |
| (4) |
| (iv) | the earlier of the Expiration Date and the date that is one year after the date of the Optionee’s death during which period the Option may be exercised only by the Optionee’s legal representative or the person or persons to whom the deceased Optionee’s rights under the Option shall pass by will or the applicable laws of descent and distribution, and only to the extent the Optionee would have been entitled to exercise it at the time of his death; |
| (f) | Non-transferability of Options: No Option shall be assignable or transferable by the Optionee other than by will or the laws of descent and distribution and shall be exercisable during his lifetime only by him. |
| (g) | Applicable Laws or Regulations: The Company’s obligation to sell and deliver Common Shares under each Option is subject to such compliance by the Company and any Optionee as the Company deems necessary or advisable with all laws, rules and regulations of Canada and the United States of America and any Provinces and/or States thereof applying to the authorization, issuance, listing or sale of securities and, if the Common Shares of the Company are listed on an Exchange, is also subject to the Exchange accepting for listing the Common Shares which may be issued in exercise thereof. |
| (h) | Hold Period: Share certificates issued on exercise of an Option shall be legended in all cases as may be required by applicable securities laws and Exchange rules. |
| 6. | ADJUSTMENT IN EVENT OF CHANGE IN STOCK: Each Option shall contain uniform provisions in such form as may be approved by the Exchange and the Administrator to appropriately adjust the number and kind of Common Shares covered by the Option and the exercise price of Common Shares subject to the Option in the event of a declaration of stock dividends, or stock subdivisions or consolidations or reconstruction or reorganization or recapitalization of the Company or other relevant changes in the Company’s capitalization (other than issuance of additional shares) to prevent substantial dilution or enlargement of the rights granted to the Optionee by such Option. Subject to Exchange approval, the number of Common Shares available for Options, the Common Shares subject to any Option, and the Option Exercise Price shall be adjusted appropriately by the Administrator and such adjustment shall be effective and binding for all purposes of the Plan. |
| 7. | AMALGAMATION, CONSOLIDATION OR MERGER: Subject to Exchange approval, if the Company amalgamates, consolidates with or merges with or into another corporation, which it reserves the right to do, any Common Shares receivable on the exercise of an Option granted under the Plan shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, consolidation or merger if the Optionee had exercised his Option immediately prior to the record date applicable to such amalgamation, consolidation or merger, and the Option Exercise Price shall be adjusted appropriately by the Administrator and such adjustment shall be binding for all purposes of the Plan. |
| 8. | APPROVALS: The obligation of the Company to issue and deliver the Common Shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or Exchange having jurisdiction over the securities of the Company. If any Common Shares cannot be issued to any Optionee for whatever reason, the obligation of the Company to issue such Common Shares shall terminate and any Option Exercise Price paid to the Company will be returned to the Optionee. |
| 9. | STOCK EXCHANGE RULES: The rules of any Exchange upon which the Common Shares are listed shall be applicable relative to Options granted to Optionees and are deemed to be incorporated herein. If, at any time, such rules differ from specific terms of this Plan (the “Differing Terms”) then the rules of the Exchange shall always apply and govern and the Differing Terms shall be of no force and effect. |
| (5) |
| 10. | AMENDMENT AND DISCONTINUANCE OF PLAN: Subject to shareholder and Exchange approval, the Board of Directors may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time provided however that save and except by operation of section 9, no such amendment or revision may, without the consent of the Optionee, adversely affect the Optionee’s rights under any Option theretofore granted under the Plan. Notwithstanding the foregoing, the Exchange will not require shareholder approval as a condition of Exchange approval for (i) amendments to fix typographical errors; and (ii) amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions. |
| 11. | EFFECTIVE DATE AND DURATION OF PLAN: Subject to regulatory compliance, the Plan shall be effective on the date the Plan was first approved by the Board of Directors of the Company and shall remain in full force and effect from the date provided in the resolution of shareholders approving the Plan and from year to year thereafter until amended or terminated and for so long thereafter as Options remain outstanding in favour of any Optionee. Any Options granted prior to the initial date of approval of shareholders to the Plan shall be deemed to have been validly granted under the Plan as of the date of grant, but may not be exercised unless and until the Plan is first approved by shareholders. |
| 12. | VESTING: Unless approved by the Exchange and the Administrator, any Options granted under the Plan shall vest in the Optionee, and may be exercisable by the Optionee as follows: |
| (a) | 25% of the Options shall vest in and be exercisable by the Optionee on the date of granting; |
| (b) | 25% of the Options shall vest in and be exercisable by the Optionee six (6) months from the date of granting; |
| (c) | 25% of the Options shall vest in and be exercisable by the Optionee twelve (12) months from the date of granting; and |
| (d) | 25% of the Options shall vest in and be exercisable by the Optionee eighteen (18) months from the date of granting. |
There is no acceleration of vesting provisions on Investor Relations stock options without prior Exchange approval.
Save and except as aforesaid, no vesting provisions shall apply unless in any particular instance of grant, the Administrator determines vesting to be necessary, in which event, vesting shall be as determined by the Administrator.
RE-APPROVED by the Board on the Effective Date as evidenced by the signature of the following director duly authorized in that capacity effective the 16th day of May, 2024.
 | |
| DavidHall | |
| Chairman of the Board of Directors |