AVCRF 6-K
Avricore Health Inc. (AVCRF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2026.
Commission File Number: 000-51848
Avricore Health Inc.
(Exact name of registrant as specified in its charter)
1120-789 West Pender St, Vancouver, BC, V6C 1H2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): NO
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): NO
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Exhibits
The following exhibits are included in this form 6-K:
| Exhibit<br>No. | Description | Date<br>Released |
|---|---|---|
| 1 | Interim financial statements report for March 31, 2026 | June<br>01, 2026 |
| 2 | Interim MD&A for March 31, 2026 | June<br>01, 2026 |
| 3 | 52-109FV2-Certification of interim filings-CEO | June<br>01, 2026 |
| 4 | 52-109FV2-Certification of interim filings-CFO | June<br>01, 2026 |
| 5 | News Release - Avricore Health Closes $1.254 Million Financing | June<br>17, 2026 |
| 6 | Report of exempt distribution (45-106F1) | June<br>23, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AVRICORE<br>HEALTH INC. | ||
|---|---|---|
| Date: July 10, 2026 | By | “Kiki<br>Smith” |
| Kiki<br>Smith | ||
| Chief<br>Financial Officer | ||
| SEC1815(04-09) | Persons<br>who are to respond to the collection of information contained in<br>this form are not required to respond unless the form displays a currently valid OMB control<br>number | |
| --- | --- |
Exhibit 1

Avricore Health Inc.
Condensed Interim Consolidated Financial Statements
(Unaudited)
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars)
Notice to Reader
Management has prepared the unaudited condensed interim consolidated financial statements for Avricore Health Inc. (the “Company”) in accordance with National Instrument 51-102 released by the Canadian Securities Administration. The Company discloses that its auditors have not reviewed the unaudited condensed interim consolidated financial statements for the period ended March 31, 2026 and 2025.
Avricore Health Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| Note | Unaudited<br>March<br>31, 2026 | Audited<br>December<br>31, 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
| Current<br>Assets | ||||||||
| Cash and cash<br>equivalents | 200,301 | 227,918 | ||||||
| Term deposit | 10,000 | 10,000 | ||||||
| Accounts receivable | 4 | 53,721 | 37,332 | |||||
| Prepaid expenses and deposits | 5 | 97,240 | 91,083 | |||||
| Inventory | 39,478 | - | ||||||
| Current assets | 400,740 | 366,333 | ||||||
| Equipment | 6 | 183,626 | 196,789 | |||||
| Intangible<br>assets | 7 | 3 | 3 | |||||
| Total<br>Assets | 584,369 | 563,125 | ||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts<br>payable and accrued liabilities | 8 | 389,166 | 173,561 | |||||
| Liabilities | 389,166 | 173,561 | ||||||
| EQUITY | ||||||||
| Share capital | 9 | 27,304,793 | 27,304,793 | |||||
| Reserves | 9 | 7,358,052 | 7,348,195 | |||||
| Accumulated other comprehensive<br>loss | 535 | (140 | ) | |||||
| Deficit | (34,468,177 | ) | (34,263,284 | ) | ||||
| Shareholders equity | 195,203 | 389,564 | ||||||
| Total<br>Liabilities and Equity | 584,369 | 563,125 |
All values are in US Dollars.
Nature of operations and going concern (Note 1)
Subsequent events (Note 18)
Approved and authorized for issuance on behalf of the Board of Directors on June 1, 2026.
| Rodger Seccombe, Director | David<br>Hall, Chairman |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
| 1 |
|---|
Avricore Health Inc.
Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| Note | 2026 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Revenue | 13 & 17 | 44,315 | 434,061 | |||||
| Cost of sales | 18 | (52,895 | ) | (87,764 | ) | |||
| Gross<br>profit | (8,580 | ) | 346,297 | |||||
| Expenses | ||||||||
| Amortization | 6 | 4,253 | 1,146 | |||||
| Consulting | 11 | 69,000 | 88,640 | |||||
| General and administrative | 10 | 96,683 | 126,746 | |||||
| Management fees | 11 | - | 54,000 | |||||
| Shareholder communications | 5,984 | 8,433 | ||||||
| Professional fees | 11 | 47,637 | 81,366 | |||||
| Share-based compensation | 9 & 11 | 9,857 | 61,861 | |||||
| Expense, by nature | (233,414 | ) | (422,192 | ) | ||||
| Income<br>(Loss) before other income (expense) | (241,994 | ) | (75,895 | ) | ||||
| Other income (expense) | ||||||||
| Foreign exchange gain (loss) | 36,474 | (2,269 | ) | |||||
| Interest<br>income | 627 | 802 | ||||||
| Net loss for the period | (204,893 | ) | (77,362 | ) | ||||
| Other<br>comprehensive loss: | ||||||||
| Foreign<br>currency translation | 675 | 62 | ||||||
| Comprehensive<br>loss for the period | (204,218 | ) | (77,300 | ) | ||||
| Basic and diluted loss per share | (0.00 | ) | (0.00 | ) | ||||
| Weighted Average Number of Common Shares<br>Outstanding: | ||||||||
| Basic<br>and diluted | 101,289,664 | 101,289,664 |
All values are in US Dollars.
The accompanying notes are an integral part of these condensed interim consolidated financial statements
| 2 |
|---|
Avricore Health Inc.
Condensed Interim Consolidated Statements of Changes in Shareholder’s Equity
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| Number<br><br>of<br>Shares | Share Capital | Warrant Reserve | Option Reserve | Contributed<br>surplus | Accumulated<br>Other Comprehensive<br>Loss | Deficit | Total | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2024 | 101,289,664 | 27,304,793 | 901,229 | 6,166,289 | - | (47 | ) | (32,404,537 | ) | 1,967,727 | ||||||||||||||||
| Share-based compensation | - | - | - | 61,861 | - | - | - | 61,861 | ||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | 62 | - | 62 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | (77,362 | ) | (77,362 | ) | ||||||||||||||||
| Balance, March 31, 2025 | 101,289,664 | 27,304,793 | 901,229 | 6,228,150 | - | 15 | (32,481,899 | ) | 1,952,288 | |||||||||||||||||
| Balance, December 31, 2025 | 101,289,664 | 27,304,793 | - | 2,227,091 | 5,121,104 | (140 | ) | (34,263,284 | ) | 389,564 | ||||||||||||||||
| Share-based compensation | - | - | - | 9,857 | - | - | - | 9,857 | ||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | 675 | - | 675 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | (204,893 | ) | (204,893 | ) | ||||||||||||||||
| Balance, March 31, 2026 | 101,289,664 | 27,304,793 | - | 2,236,948 | 5,121,104 | 535 | (34,468,177 | ) | 195,203 |
All values are in US Dollars.
The accompanying notes are an integral part of these condensed interim consolidated financial statements
| 3 |
|---|
Avricore Health Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 2026 | 2025 | |||||
|---|---|---|---|---|---|---|
| Operating Activities | ||||||
| Net loss | (204,893 | ) | (77,362 | ) | ||
| Adjustment for non-cash items: | ||||||
| Amortization | 16,009 | 42,434 | ||||
| Share-based compensation | 9,857 | 61,861 | ||||
| Change in working capital<br>items: | ||||||
| Accounts receivable | (16,389 | ) | 371,539 | |||
| Inventory | (39,478 | ) | (3,601 | ) | ||
| Prepaid expenses and deposits | (6,157 | ) | (31,670 | ) | ||
| Accounts<br>payable and accrued liabilities | 215,613 | (143,760 | ) | |||
| Net cash (used in) provided<br>by operating activities | (25,438 | ) | 219,441 | |||
| Investing Activities | ||||||
| Investment in intangible<br>asset (software) | - | (15,557 | ) | |||
| Purchase<br>of equipment | (2,846 | ) | (66,816 | ) | ||
| Net cash used in investing<br>activities | (2,846 | ) | (82,373 | ) | ||
| (Decrease) increase in cash and cash equivalents | (28,284 | ) | 137,068 | |||
| Effects of foreign exchange translation on<br>cash and cash equivalents | 667 | 245 | ||||
| Cash and cash equivalents,<br>beginning of period | 227,918 | 1,132,392 | ||||
| Cash and cash equivalents,<br>end of period | 200,301 | 1,269,705 |
All values are in US Dollars.
Supplemental cash flow information (Note 14)
The accompanying notes are an integral part of these condensed interim consolidated financial statements
| 4 |
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 1. | NATURE<br>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 318 – 1199 West Pender Street, Vancouver, British Columbia, V6E 2R1.
The Company is involved in the business of health data and point-of-care technologies (“POCT”).
The condensed interim 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 historically experienced operating losses and negative operating cash flows. As at March 31, 2026, the Company has an accumulated deficit of $34,468,177 and a working capital of $11,574, which management believes is sufficient to finance the Company’s operations over the next twelve months.
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 condensed interim 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<br>OF PRESENTATION |
|---|---|
| a) | Statement of compliance |
| --- | --- |
The condensed interim consolidated financial statements for the period ended March 31, 2026 have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), IAS 34 Interim Financial Reporting. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2025. The accounting policies followed in these interim financial statements are consistent with those applied in the Company’s most recent annual financial statements for the year ended December 31, 2025.
| b) | Basis of preparation |
|---|
The condensed interim 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 condensed interim 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.
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 2. | BASIS<br>OF PRESENTATION (continued) |
|---|---|
| b) | Basis of preparation<br>(continued) |
| --- | --- |
The preparation of condensed interim 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 condensed interim 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.
| c) | Basis of consolidation |
|---|
The condensed interim 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 condensed interim consolidated financial statements. Where control of an entity is obtained during a financial year, its results are included in the condensed interim 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 condensed interim 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<br>OF MATERIAL ACCOUNTING POLICIES |
|---|
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.
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.
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 3. | SUMMARY<br>OF MATERIAL ACCOUNTING POLICIES (continued) |
|---|
Significant accounting estimates and judgments (continued)
Estimation of useful lives of equipment and software
Amortization of equipment and 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
The carrying amount of the Company’s equipment and intangible assets 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.
Judgements
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 stated above have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.
Indicators of impairment
Indicators of impairment include observable declines in market value, significant negative changes in 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.
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. 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.
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 4. | ACCOUNTS<br>RECEIVABLE |
|---|
The Company’s accounts receivable consists of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
| March<br>31, 2026 | December<br>31, 2025 | |||||
|---|---|---|---|---|---|---|
| Trade receivables | 13,246 | 11,879 | ||||
| Other receivable | 12,199 | 12,199 | ||||
| GST receivable | 28,276 | 13,254 | ||||
| Total<br>trade receivables | 53,721 | 37,332 |
All values are in US Dollars.
| 5. | PREPAID<br>EXPENSES AND DEPOSITS |
|---|
The balance consists of prepaid expenses to vendors of $41,188 (December 31, 2025 - $64,882), prepaid business insurance of $35,542 (December 31, 2025 - $5,696) and security deposits of $20,510 (December 31, 2025 - $20,505).
| 6. | EQUIPMENT |
|---|
SCHEDULE OF EQUIPMENT
| Equipment | Furniture | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Cost | |||||||||
| Balance, December 31, 2024 | 1,566,509 | - | 1,566,509 | ||||||
| Additions | 73,684 | 14,813 | 88,497 | ||||||
| Impairment | (422,950 | ) | - | (422,950 | ) | ||||
| Balance, December 31, 2025 | 1,217,243 | 14,813 | 1,232,056 | ||||||
| Cost, beginning<br>balance | 1,217,243 | 14,813 | 1,232,056 | ||||||
| Additions | 2,846 | - | 2,846 | ||||||
| Balance, March 31, 2026 | 1,220,089 | 14,813 | 1,234,902 | ||||||
| Cost, ending<br>balance | 1,220,089 | 14,813 | 1,234,902 | ||||||
| Accumulated<br>Amortization | |||||||||
| Balance, December 31, 2024 | 910,068 | - | 910,068 | ||||||
| Amortization | 122,233 | 2,966 | 125,199 | ||||||
| Balance, December 31, 2025 | 1,032,301 | 2,966 | 1,035,267 | ||||||
| Accumulated amortization,<br>beginning balance | 1,032,301 | 2,966 | 1,035,267 | ||||||
| Amortization | 13,723 | 2,286 | 16,009 | ||||||
| Balance, March 31, 2026 | 1,046,024 | 5,252 | 1,051,276 | ||||||
| Accumulated amortization,<br>ending balance | 1,046,024 | 5,252 | 1,051,276 | ||||||
| Carrying value | |||||||||
| As at December 31, 2025 | 184,942 | 11,847 | 196,789 | ||||||
| Beginning balance | 184,942 | 11,847 | 196,789 | ||||||
| As at March 31, 2026 | 174,065 | 9,561 | 183,626 | ||||||
| Ending balance | 174,065 | 9,561 | 183,626 |
All values are in US Dollars.
Equipment is comprised primarily of system analyzers and system hardware leased to earn revenues. Amortization of equipment included in cost of sales was $14,042 during the three months ended March 31, 2026 (2025 - $37,942). Amortization of equipment included in operating expenses was $1,967 during the three months ended March 31, 2026 (2025 - $1,146).
During the year ending December 31, 2025, the agreement with the Company’s major customer was not renewed and expire on March 31, 2026. 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 $184,942 using the fair value less cost of disposal method. The Company recognized an impairment of $422,950 related to system analyzers and system hardware during the three month ended March 31, 2026 (2025 - $772,174). The Company has impaired 100% of the equipment expected to be idle.
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 6. | EQUIPMENT<br>(continued) |
|---|
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<br>ASSETS |
|---|
SCHEDULE OF INTANGIBLE ASSETS
| Software | HealthTab™ | Corozon | Emerald | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | |||||||||||||||
| Balance, December 31, 2024 | 89,718 | 1 | 1 | 1 | 89,721 | ||||||||||
| Cost, beginning balance | 89,718 | 1 | 1 | 1 | 89,721 | ||||||||||
| Additions | 25,865 | - | - | - | 25,865 | ||||||||||
| Impairment | (70,594 | ) | - | - | - | (70,594 | ) | ||||||||
| Assets<br>written off | (44,989 | ) | - | - | - | (44,989 | ) | ||||||||
| Balance, December 31, 2025 and March 31,<br>2026 | - | 1 | 1 | 1 | 3 | ||||||||||
| Cost, ending balance | - | 1 | 1 | 1 | 3 | ||||||||||
| Accumulated<br>Amortization | |||||||||||||||
| Balance, December 31, 2024 | 30,574 | - | - | - | 30,574 | ||||||||||
| Accumulated amortization, beginning balance | 30,574 | - | - | - | 30,574 | ||||||||||
| Amortization | 14,415 | - | - | - | 14,415 | ||||||||||
| Assets<br>written off | (44,989 | ) | - | - | - | (44,989 | ) | ||||||||
| Balance, December 31, 2025 and March 31,<br>2026 | - | - | - | - | - | ||||||||||
| Accumulated amortization, ending balance | - | - | - | - | - | ||||||||||
| Carrying value | |||||||||||||||
| As at December 31, 2025 and March 31, 2026 | - | 1 | 1 | 1 | 3 | ||||||||||
| Intangible assets, net | - | 1 | 1 | 1 | 3 |
All values are in US Dollars.
Amortization of software of $nil was included in cost of sales during the three months period ended March 31, 2026 (2025 - $3,346).
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 $Nil using the value in use method. The Company recognized an impairment of $70,594 related to system software during the year ended December 31, 2025 (2024 - $Nil).
| 8. | ACCOUNTS<br>PAYABLE AND ACCRUED LIABILITIES |
|---|
The Company’s accounts payable and accrued liabilities consist of the following:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED COSTS
| March<br>31, 2026 | December<br>31, 2025 | |||||
|---|---|---|---|---|---|---|
| Trade accounts payable and accrued<br>liabilities | 381,064 | 172,521 | ||||
| Payroll payable | 7,744 | - | ||||
| GST payable | 358 | 1,040 | ||||
| Accounts<br>payable and accrued liabilities | 389,166 | 173,561 |
All values are in US Dollars.
| 9 |
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 9. | SHARE<br>CAPITAL |
|---|
Authorized share capital
Authorized: Unlimited number of common shares without par value.
Issued share capital
There were no shares issued during the period ended March 31, 2026 and year ended December 31, 2025.
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 19,970,000 common shares of the Company to executive officers, directors, employees and consultants. The options can be granted for a maximum term of ten years and generally vest either immediately or in specified increments of up to 25% in any three-month period.
The changes in stock options including those granted to directors, officers, employees and consultants are summarized as follows:
SCHEDULE OF SUMMARIZES THE SHARE OPTION ACTIVITY
| Period<br>ended March 31, 2026 | Year<br>ended December 31, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number<br>of Options | Weighted<br>Average Exercise Price | Number<br>of Options | Weighted<br>Average Exercise Price | |||||||||||
| Beginning Balance | 15,048,000 | 0.18 | 12,250,000 | 0.23 | ||||||||||
| Options granted | - | - | 4,100,000 | 0.05 | ||||||||||
| Expired | (1,950,000 | ) | 0.25 | (1,210,000 | ) | 0.08 | ||||||||
| Forfeited | - | - | (92,000 | ) | 0.11 | |||||||||
| Ending Balance | 13,098,000 | 0.18 | 15,048,000 | 0.18 | ||||||||||
| Exercisable | 13,098,000 | 0.18 | 14,023,000 | 0.18 |
All values are in US Dollars.
| 10 |
|---|
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 9. | SHARE<br>CAPITAL (continued) |
|---|
Stock options (continued)
The following table summarizes information about stock options outstanding and exercisable as at March 31, 2026:
SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE
| Exercise<br>Price | Expiry date | Options | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Outstanding | Exercisable | ||||||||||
| 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 | 4,060,000 | ||||||||
| 13,098,000 | 13,098,000 |
All values are in US Dollars.
The weighted average remaining life of the stock options outstanding at March 31, 2026 is 2.96 years (December 31, 2025: 2.81 years).
Share-based compensation
Share-based compensation of $9,857 was recognized during the three months period ended March 31, 2026 (2025 - $61,861), respectively, for stock options granted and/or vested during the period. 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.
Share-based payments for options granted were measured using the Black-Scholes option pricing model with the following weighted average assumptions:
SCHEDULE OF SHARE BASED COMPENSATION FOR OPTIONS GRANTED
| 2026 | 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Expected life | - | 3.69<br>years | ||||||
| Volatility | - | 82.69 | % | |||||
| Dividend yield | - | 0 | % | |||||
| Risk-free interest<br>rate | - | 2.82 | % |
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 period ended March 31, 2026 and year ended December 31, 2025.
| 11 |
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 10. | GENERAL<br>AND ADMINISTRATIVE EXPENSES |
|---|
SUMMARY OF GENERAL AND ADMINISTRATIVE EXPENSES
| 2026 | 2025 | |||||
|---|---|---|---|---|---|---|
| Bank service charges | 1,952 | 2,085 | ||||
| Filing and registration fees | 9,080 | 10,006 | ||||
| Insurance | 15,339 | 21,365 | ||||
| Office maintenance | 12,978 | 19,642 | ||||
| Payroll | 26,751 | 18,813 | ||||
| Regulatory fees | - | 232 | ||||
| Rent | 30,583 | 8,703 | ||||
| Travel | - | 45,900 | ||||
| General<br>and administrative expenses | 96,683 | 126,746 |
All values are in US Dollars.
| 11. | RELATED<br>PARTY TRANSACTIONS AND BALANCES |
|---|
For the three months ended March 31, 2026 and 2025, the Company recorded the following transactions with related parties:
| a) | $5,400<br>in office rent (2025 – $5,400) to a company controlled by the Chief Executive Officer<br>(CEO) of the Company. |
|---|---|
| b) | $3,000<br>in office rent (2025 – $3,000) to a company controlled by the Chief Financial Officer<br>(CFO) of the Company. |
| --- | --- |
| c) | $4,955<br>for analyser quality control services (2025 - $2,414) to a company controlled by the CEO<br>of the Company. This amount is recorded under the cost of sales. |
| --- | --- |
| d) | $Nil<br>for consulting services (2025 - $4,640) to the brother of the CEO of the Company. |
| --- | --- |
Related party transactions not otherwise described in the condensed interim 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 | 2026 | 2025 | ||||
|---|---|---|---|---|---|---|
| Three<br>Months Ended March 31, | ||||||
| Type of transaction | 2026 | 2025 | ||||
| Consulting fees to the CEO | 54,000 | 54,000 | ||||
| Management fees to the former CEO | - | 54,000 | ||||
| Professional fees to a company controlled by<br>the CFO | 32,100 | 32,100 | ||||
| Share-based compensation | 7,045 | 42,696 | ||||
| Related<br>party transactions | 93,145 | 182,796 |
All values are in US Dollars.
At March 31, 2026, included in accounts payable and accrued liabilities is $122,580 due to related parties (December 31, 2025 - $46,890) (Note 8). These balances are unsecured, non-interest bearing, and due on demand.
| 12 |
|---|
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 12. | CAPITAL<br>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 period ended March 31, 2026.
| 13. | SEGMENTED<br>INFORMATION |
|---|
At March 31, 2026 and 2025, the Company operated as a single reportable segment consisting of its point-of-care business. This includes the HealthTab™ - Point of Care Business in Canada and the HealthTab UK - Point of Care Business in the United Kingdom. The Company’s revenues allocated by geography for the period ended March 31, 2026 and 2025 are as follows:
SCHEDULE OF REVENUES ALLOCATED BY GEOGRAPHY
| 2026 | 2025 | |||||
|---|---|---|---|---|---|---|
| Canada | 27,678 | 433,576 | ||||
| United Kingdom | 16,637 | 485 | ||||
| Revenues | 44,315 | 434,061 |
All values are in US Dollars.
| 14. | SUPPLEMENTAL<br>CASH FLOW INFORMATION |
|---|
There were no non-cash transactions during the period ended March 31, 2026 and 2025.
| 15. | FINANCIAL<br>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.
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.
| 13 |
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 15. | FINANCIAL<br>INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued) |
|---|---|
| a) | Credit<br>risk (continued) |
| --- | --- |
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 71% of trade receivables are due from one customer at March 31, 2026 (December 31, 2025 – 72% from one customer).
| b) | Liquidity<br>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 March 31, 2026 are as follows:
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOW FINANCIAL LIABILITIES
| Carrying<br>value | Contractual<br>Cash flows | Within<br>1 year | 1<br>- 5 Years | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Trade accounts<br>payable | 381,064 | 381,064 | 381,064 | - | ||||||||
| Total<br>financial liabilities | 381,064 | 381,064 | 381,064 | - |
All values are in US Dollars.
| c) | Market<br>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.
| d) | Currency<br>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.
The following are balances of foreign currency exposure as of March 31 (Canadian dollar values of GB pound balances):
SCHEDULE OF BALANCES OF FOREIGN CURRENCY EXPOSURE
| 2026 | 2025 | |||||
|---|---|---|---|---|---|---|
| Cash | 32,722 | 3,579 | ||||
| Accounts receivable | 6,200 | 4,743 | ||||
| Accounts payable | (27,202 | ) | (8,768 | ) | ||
| Foreign currency exposure | 11,720 | (446 | ) |
All values are in US Dollars.
| 14 |
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Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
15. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
| d) | Currency<br>risk (continued) |
|---|
Based on the above net exposures as at March 31, 2026, a 10% appreciation in the GB pound would result in a $2,161 (December 31, 2025 - $45) change in the Company’s other comprehensive income for the period.
| e) | Interest<br>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.
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.
| 15 |
|---|
Avricore Health Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
| 16. | REVENUE<br>AND MAJOR CUSTOMER |
|---|
Revenues earned are comprised of the following for the three months ended March 31:
SCHEDULE OF REVENUE
| 2026 | 2025 | |||||
|---|---|---|---|---|---|---|
| Lease and service | 17,598 | 423,586 | ||||
| Sale of products | 26,717 | 10,475 | ||||
| Revenues | 44,315 | 434,061 |
All values are in US Dollars.
Revenue from the major customer was $Nil during the period ended March 31, 2026 (2025 - $411,846). The agreement with the major customer expired on March 31, 2025.
| 17. | COST<br>OF SALES |
|---|
Cost of sales are comprised of the following for the three months ended March 31:
SCHEDULE OF COST OF SALES
| 2026 | 2025 | |||||
|---|---|---|---|---|---|---|
| Amortization | 11,756 | 41,288 | ||||
| Hosting and software | 15,295 | 27,796 | ||||
| Reagents | 12,791 | 6,788 | ||||
| Shipping | 3,480 | 5,224 | ||||
| Quality control | 5,962 | 2,414 | ||||
| Other | 3,611 | 4,254 | ||||
| Cost<br>of sales | 52,895 | 87,764 |
All values are in US Dollars.
| 16 |
|---|
Exhibit 2

Avricore Health Inc.
Management’s Discussion & Analysis
For the three months ended
March 31, 2026
| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 |
|---|
This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the period ended March 31, 2026 is prepared as of June 1, 2026. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the period ended March 31, 2026 and audited consolidated financial statements for the year ended December 31, 2025 and the related notes thereto.
Our consolidated financial statements are prepared in accordance IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains “forward-looking statements” and the non-GAAP performance measures that are subject to risk factors set out in a cautionary note contained herein.
All amounts are expressed in Canadian dollars unless otherwise indicated.
Additional information about Avricore Health Inc. can be found on the SEDAR website (www.sedarplus.ca) and on the Company’s website (www.avricorehealth.com).
FORWARD LOOKING STATEMENTS
This MD&A contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-looking statements. These forward-looking statements relate to, among other things, revenue, earnings, changes in cost and expenses, capital expenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictive in nature or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These statements are not historical facts but instead represent only Avricore’s expectations, estimates and projections regarding future events.
Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referred to in the body of this MD&A, in the press release announcing the Company’s financial results, and in Avricore’s annual financial statements and the notes thereto. These documents are available at www.sedarplus.ca.
The forward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to change after such date. Except as required by law, Avricore does not undertake any obligation to update or revise any forward-looking statements made or incorporated in this MD&A, whether as a result of new information, future events or otherwise.
| 2 | Page |
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 |
| --- |
OVERVIEW
Avricore Health is committed to advancing pharmacy practice and patient care by acquiring and developing innovative early-stage technologies. At the core of this strategy is HealthTab™, our wholly owned turnkey point-of-care testing (POCT) platform that empowers pharmacies to become proactive community diagnostic centers.
HealthTab™ enhances the role of pharmacists in delivering frontline care by enabling rapid screening and clinical decision-making directly at the pharmacy counter. With a growing focus on accessible, efficient care—especially for chronic disease management—HealthTab™ contributes to improved patient outcomes and creates long-term value for all stakeholders.
Avricore continues to reach critical milestones, driven by strategic expansion and innovative offerings. These efforts position the company for sustained growth and market leadership in the evolving healthcare ecosystem.
Adapting to a Changing Healthcare Landscape
Healthcare systems globally are under increasing pressure due to budget constraints, clinician shortages, and rising demand for services. In Canada, over 6 million people lack access to a family doctor, and among those who do, only 29% receive timely care. Compounding the challenge, nearly a third of family doctors are expected to retire or leave the profession within the next three years. In the UK, with just 25% of physicians serving as GPs, individual practitioners are managing caseloads averaging 2,300 patients each.
As these strains intensify, pharmacy is emerging as a key player in delivering primary care services. HealthTab™ is at the forefront of this shift—offering pharmacists tools to conduct essential screenings, identify urgent care needs, and forge deeper patient relationships. The platform reduces the burden on traditional healthcare settings and helps drive efficiencies in care delivery.
The market demand for point-of-care solutions continues to grow, accelerated by the need for cost-effective, scalable, and decentralized care. HealthTab™ is uniquely positioned to meet this demand, providing innovative solutions where and when patients need them most.
HEALTHTAB™ – KEY DEVELOPMENTS
| ● | 59<br>HealthTab™ systems were operating in the UK as of March 31, 2026; 46 in North East<br>London, and 6 in North Central London and 7 in additional locations outside London |
|---|---|
| ● | HealthTab™<br>is being deployed in a new pilot launched by Barts Health NHS Trust, in collaboration with<br>UCL Partners and the British Heart Foundation (BHF), to deliver inclisiran cholesterol-lowering<br>injections through community pharmacies – a major expansion to secondary prevention. |
| --- | --- |
| ● | HealthTab<br>has gained meaningful traction within the NHS, including the screening of more than 3,500<br>patients in community pharmacies across North East and North Central London through a collaboration<br>with Barts Health NHS Trust. In an initial lipid-screening cohort of 556 patients, approximately<br>one in five was identified as having elevated cardiovascular risk. |
| --- | --- |
| ● | During<br>an initial one-month pilot of HbA1c testing for diabetes screening, the Company completed<br>2,295 HbA1c tests across 57 locations, achieving a monthly per-location average 10 times<br>higher than previously achieved in Canada. |
| --- | --- |
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.
| 3 | Page |
|---|
| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 |
| --- |
UK Market Opportunity
The timing of the Company’s strategic efforts is driven by unprecedented UK government investment in UK pharmacy services:
| ● | On<br>May 29, 2026, the Department of Health and Social Care and NHS England announced a £340<br>million government-funded deal for community pharmacy in 2026–2027, agreed with Community<br>Pharmacy England, which will roll out NHS-funded Independent Prescribing nationally from<br>autumn 2026. For the first time, qualified community pharmacists will be able to assess patients<br>and prescribe NHS medicines directly across a range of conditions as a nationally commissioned<br>service — the realization of the Independent Prescribing mandate previously set out<br>under the Pathfinder Programme, reinforcing the shift toward community-based diagnosis and<br>the point-of-care screening required to support it. The deal builds on the Pharmacy First<br>service, which delivered over 3.3 million consultations between March 2025 and February 2026,<br>up 43% year-over-year. (Source) |
|---|---|
| ● | The<br>UK Government’s foundational strategy for the nation is detailed in its Plan for Change,<br>launched in late 2024, where it lays out specific goals to increase access to NHS lead care<br>by focusing on community care options, like pharmacy, and engaging in preventative health<br>measures, specifically for chronic diseases, such as heart disease. (Source: pg. 27). |
| ● | On<br>March 31, 2025, following a 6-week consultation,<br>the Department of Health and Social Care announced<br>an extra £617 million over 2 years to support community pharmacy, including fee increases<br>for blood-pressure screening to identify undiagnosed hypertension. (source) |
| ● | The<br>Community Pharmacy Pathfinder Program lays out the mandate and milestones for pharmacists<br>to become Independent Prescribers, giving them the ability, for the first time, to directly<br>diagnose and prescribe for chronic conditions, such as cardiovascular disease. (source)<br>This shift is expected to increase the need for point-of-care screening and testing infrastructure<br>to support pharmacy-led clinical services.. |
| ● | The<br>NHS committed £645 million (approx. $1.1 billion CAD) to its Pharmacy First program<br>in 2024. |
| ● | Currently,<br>the NHS has one of the lowest family doctors to patient ratios it’s had in decades,<br>meaning one GP is responsible for almost 2300 patients on average. |
| ● | The<br>NHS has mandated standardized electronic health records integration across all NHS services<br>(HealthTab™ is a digital platform that integrates with electronic health record systems). |
| ● | Pharmacy-based<br>screening programs have shown strong patient uptake. On October 11, 2024, the NHS Confederation,<br>who represents NHS providers with over 1.5 million staff, caring for more than 1 million<br>patients a day and control £150 billion of public expenditure, released their report<br>measuring return on investment (ROI) for healthcare expenditures. The report listed community<br>based cardiovascular disease screening and prevention as one of the best ROI’s at £7.52<br>per £1 and £9 for diabetes invested after five years, further stating that “Implementing<br>community pharmacies to aid in the detection of cardiovascular disease provided the quickest<br>return, within one year.” |
| ● | There<br>are nearly 12,000 pharmacies in the UK, and more than half are participating currently in<br>POCT blood-pressure screening, conducting approximately 250,000 screenings per month, demonstrating<br>high amounts of undiagnosed hypertension. |
| ● | Recently,<br>the NHS announced “shocking” findings of the rapid rise of strokes in people<br>over 50, rising 55% in the last ten years. (Source) |
| ● | Only<br>about 7% of UK pharmacies are profitable, adding services will not only ensure better access<br>to care for patients and reduce acute and long-term chronic disease costs, but also ensure<br>financial security for these critical healthcare access points. (Source) |
| 4 | Page | |
| --- | |
| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 | |
| --- |
UK Implementation and Expansion
Since the Company’s first HealthTab™ UK deployment in North East London pharmacies in Q2 2025, the Company has achieved the following milestones:
| ● | HealthTab™<br>is being deployed in a new pilot launched by Barts Health NHS Trust, in collaboration with<br>UCL Partners and the British Heart Foundation (BHF), to deliver inclisiran cholesterol-lowering<br>injections through community pharmacies – a major expansion to secondary prevention. |
|---|---|
| ● | HealthTab<br>has gained meaningful traction within the NHS, including the screening of more than 3,500<br>patients in community pharmacies across North East and North Central London through a collaboration<br>with Barts Health NHS Trust. In an initial lipid-screening cohort of 556 patients, approximately<br>one in five was identified as having elevated cardiovascular risk. |
| --- | --- |
| ● | During<br>an initial one-month pilot in March 2026 of HbA1c testing for diabetes screening, the Company<br>completed 2,295 HbA1c tests across 57 locations, achieving a monthly per-location average<br>10 times higher than previously achieved in Canada.HealthTab™ is at the core of a high-profile<br>point-of-care testing collaboration that includes UCL Partners (UCLP), a health innovation<br>company located in London, England. UCLP is the largest academic health science centre in<br>the world, treats more than 1.5 million patients each year, has a combined annual turnover<br>of around £2 billion and includes around 3,500 scientists, senior researchers and consultants. |
| --- | --- |
| ● | HealthTab™<br>has integrated with NHS digital pathways, achieving data access objectives set out in current<br>plans, and is continuing with further API connections. |
| --- | --- |
| ● | Focus<br>is on areas with highest preventable disease burden. The Company’s first HealthTab™<br>UK deployment in North East London pharmacies targeted an area with significant cardiovascular<br>disease burden and demonstrated the HealthTab™ platform’s potential for rapid<br>scaling. |
| --- | --- |
| ● | ACR<br>testing for kidney disease screening expected in Q3 2026. |
| --- | --- |
Recently, the British Medical Journal published 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 HealthTab NE London Initiative was invited to comment on the review 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 full 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.
Continuing and New Canadian Initiatives:
| ● | In<br>September 2023, the Company announced its first testing location within Rexall’s Pharmacy<br>Walk-In Clinic in Sherwood Park, Alberta. That location, a first for Rexall as well, offers<br>both the Afinion 2™ blood-chemistry analyzer as well as the ID Now™ molecular<br>platform by Abbott Rapid Diagnostics, giving patients quick access to their test results,<br>and allowing for immediate consultation with their pharmacist. |
|---|---|
| ● | After<br>the initial launch, the Company was pleased to announce further expansion of HealthTab™<br>with Rexall Pharmacy Group ULC (“Rexall”). The Companies have been working closely<br>to develop the best patient approaches and internal workflows to ensure the most successful<br>deployment of this powerful point-of-care testing platform. |
| --- | --- |
| 5 | Page | |
| --- | |
| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 | |
| --- | |
| ● | 22<br>HealthTab™ systems were operating in Rexall stores as of March 31, 2026; 14 in Ontario,<br>7 in Alberta and 1 is Saskatchewan. After each deployment, the teams will collaborate to<br>assess deployment workflow, refine processes and identify further deployment opportunities<br>based on patient and pharmacist feedback |
| --- | --- |
| ~~●~~ | Avricore<br>has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems,<br>CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s HealthTab™ platform.<br>The collaboration aims to improve diabetes management for patients and pharmacists in Canada<br>by linking daily blood glucose testing data to the patient’s HealthTab™ account.<br>This integration provides a more comprehensive health data tool for combating diabetes. Oongoing<br>efforts to encourage patient engagement are active. Ascensia Diabetes Care is a global company<br>focused on supporting people with diabetes and is a subsidiary of PHC Holdings Corporation. |
| --- | --- |
Canadian Healthcare Environment:
Most provinces have expanded pharmacists’ scope of practice to include prescribing for minor ailments, interpreting lab results, and performing certain point-of-care tests to support chronic disease management. While HbA1c and lipid testing are approved tests offered by HealthTab™ on the Afinion 2™, there is not yet broad provincial reimbursement for these tests.
During the pilot with Shoppers Drug Mart®, over 15,000 HealthTab™ tests were completed for more than 6,900 patients. The data collected confirmed that the patients tested had a high prevalence of previously undiagnosed diabetes, pre-diabetes and heart disease and significant near-term risk for major health events. Almost 60 per cent of patients needed an intervention to better manage their chronic disease. On average, 31 percent received a new chronic medication, 28 percent required a change in their current medication, and 235 patients were newly identified as diabetic. Patients also reported in post surveys that they valued receiving this information from their pharmacists, and those pharmacists indicated that HealthTab™ enabled an increase in the value of services they were able to provide to their patients.
Our Journey So Far
2019 - Refocused the Company on HealthTab™, emphasizing data generation and improved patient outcomes. Explored onsite workplace testing and secured a tentative agreement with a leading occupational health testing service provider. Faced financial challenges but implemented a new finance team and began funding and reorganization efforts.
2020 - Closed a $1M financing after significant effort, however the COVID-19 pandemic caused the loss of the onsite testing agreement. Used the pandemic period to negotiate down and clear debts. Began discussions with Abbott, leading to new opportunities with Shoppers Drug Mart (SDM). Launched the first Private Placement under the new team.
2021 - Successfully raised over $4M through two oversubscribed placements and options exercises. Conducted the first SDM pilot, driving expanded locations and business development momentum.
2022 - Scaled up HealthTab™ with SDM after a successful pilot, generating substantial revenues for the first time. Expanded the product line by adding ID Now™ for virus testing under the Abbott distribution agreement.
2023 - Achieved record revenues as HealthTab™ expanded to hundreds of new locations, including multi-device sites. Secured a partnership with Rexall and launched the first international opportunity through a UK feasibility study with Barts Heart Centre and HEART UK. Introduced glucose meter integration, enhancing patient insights.
| 6 | Page |
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 |
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2024 - Began the strategic shift into the UK pharmacy market while winding down the Shoppers Drug Mart partnership in Canada. The Company launched its first UK deployment in North East London community pharmacies in collaboration with Barts Health NHS Trust and UCLPartners, supported by increased NHS investment in pharmacy services, compelling health-economic evidence for cardiovascular screening, and a solid cash position to begin redeploying assets into the UK market.
2025 - Completed the UK pivot, establishing the Company’s London head office, UK data infrastructure, NHS data integrations, and staging approximately 700 analyzers and supporting hardware for redeployment. HealthTab™ expanded across UK pilots in North East and North Central London, advanced into NHS secondary-prevention care pathways, and continued to grow in Canada through Rexall following the conclusion of Shoppers Drug Mart operations.
2026 – Expanded from North East and North Central London to other London regions, Completed an initial one-month pilot of HbA1c testing for diabetes screening, ACR testing for kidney disease screening expected Q3 2026.
Key Strategic Inputs - How we’ve developed a winning strategy
| Market<br>Research and Analysis: | |||
|---|---|---|---|
| ● | Evaluated<br>the current state and identified weaknesses and opportunities in digital healthcare technology and POCT in pharmacies. | ||
| ● | Understood<br>the regulatory environment and compliance requirements. | ||
| ● | Analyzed<br>competitors and their offerings. | ||
| Identify<br>Target Audience: | |||
| ● | Defined<br>the primary audience, such as pharmacies, partners, payors, and consumers. | ||
| ● | Understood<br>the specific needs and pain points of each target segment. | ||
| Collaboration: | |||
| ● | Developed<br>ways to partner with existing digital healthcare technology providers to integrate solutions seamlessly with pharmacy systems. | ||
| ● | Ensured<br>compatibility with various devices and platforms to enhance accessibility. | ||
| Education<br>and Training: | |||
| ● | Developed<br>comprehensive training programs for pharmacy teams. | ||
| ● | Developed<br>educational insights within HealthTab™ to enhance user experience. | ||
| Regulatory<br>Compliance: | |||
| ● | Remained<br>current on healthcare regulations and compliance standards. | ||
| ● | Ensured<br>that HealthTab™, instruments and tests met all necessary regulatory requirements. | ||
| Strategic<br>Partnerships: | |||
| ● | Sought<br>partnerships to enhance our offering. | ||
| ● | Focused<br>on collaborative interoperability. | ||
| 7 | Page | |||
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 | |||
| --- | |||
| Marketing<br>and Promotion: | |||
| --- | --- | --- | --- |
| ● | Tested<br>messaging approaches. | ||
| ● | Worked<br>with partners to develop end-user messaging through various approaches and iterations. | ||
| Data<br>Security and Privacy: | |||
| ● | Implemented<br>stringent data security measures to protect patient information. | ||
| ● | Built<br>a platform where privacy and security strengths have built trust among pharmacies and end-users. | ||
| Customer<br>Support and Feedback: | |||
| ● | Engaged<br>with pharmacy clients on feedback to address UX experiences and uses. | ||
| ● | Collected/analyzed<br>feedback from pharmacies and end-users to continuously improve and refine the technology. | ||
| Cost-Benefit<br>Analysis: | |||
| ● | Provided<br>a clear cost-benefit analysis to showcase the financial advantages of implementing digital healthcare technology and POCT in pharmacies. | ||
| User<br>Incentives: | |||
| ● | Created<br>a platform where health data can be utilized to drive new economic relationships with partners, driving incentives for patients and<br>partners to engage with HealthTab™. | ||
| Monitoring<br>and Continuous Improvement: | |||
| ● | Implemented<br>systems to monitor the effectiveness and usage of HealthTab™, providing real-time insights. | ||
| ● | Regularly<br>evaluated and updated the strategy based on market dynamics, technological advancements, and user feedback. | ||
| 8 | Page | |||
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 | |||
| --- |
Selected Financial Information and Additional Disclosure
The following financial data for the three years is derived from the Annual Audited Consolidated Financial Statements and should be read in conjunction with the Consolidated Financial Statements.
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Total revenue | 533,884 | 4,785,711 | 3,485,147 | |||
| Loss from operations | (1,858,747 | ) | (668,977 | ) | (701,215 | ) |
| Loss per share – basic and diluted | (0.02 | ) | (0.01 | ) | (0.01 | ) |
| Total assets | 563,125 | 2,298,544 | 2,538,205 | |||
| Total current liabilities ^(1)^ | 173,561 | 330,817 | 529,218 | |||
| Total non-current financial liabilities | Nil | Nil | Nil |
All values are in US Dollars.
| 9 | Page |
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 |
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QUARTERLY FINANCIAL INFORMATION
The following table highlights selected audited consolidated financial data for each of the eight most recent quarters. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.
| Quarter Ended | Mar<br><br>2026 | Dec<br><br>2025 | Sep<br><br>2025 | June<br><br>2025 | March<br><br>2025 | Dec<br><br>2024 | Sep<br><br>2024 | June<br><br>2024 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 44,315 | 33,451 | 37,680 | 28,692 | 434,061 | 1,421,076 | 1,195,122 | 1,045,206 | |||||||||||||||
| Gross profit (loss) | (8,580 | ) | (7,307 | ) | (52,600 | ) | (48,095 | ) | 346,297 | 589,930 | 434,791 | 370,775 | |||||||||||
| Share-based compensation | 9,857 | 38,957 | 51,506 | 128,353 | 61,861 | 174,013 | 338,089 | 1,598 | |||||||||||||||
| Comprehensive income (loss) | (204,218 | ) | (942,798 | ) | (379,050 | ) | (459,692 | ) | (77,300 | ) | (712,521 | ) | (179,065 | ) | 54,022 | ||||||||
| Net profit (loss)/share | (0.00 | ) | (0.01 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.01 | ) | (0.00 | ) | 0.00 | ||||||||
| Total Assets | 584,369 | 563,125 | 1,329,290 | 1,667,495 | 2,139,345 | 2,298,544 | 3,024,103 | 2,618,384 | |||||||||||||||
| 10 | Page | |||||||||||||||||||||||
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 | |||||||||||||||||||||||
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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
| Three months ended March 31 | |||
|---|---|---|---|
| 2026 | 2025 | ||
| Revenue | 44,315 | 434,061 | |
| % Change | -90% | ||
| Gross profit (Loss) | (8,580 | ) | 346,297 |
| % Change | -102% |
All values are in US Dollars.
For the three months ended March 31, 2026 and 2025:
The Company recorded a comprehensive loss of $204,218 for the period ended March 31, 2026 (2025 – $77,300).
Significant changes are as follows:
| ● | Revenue<br>decreased to $44,315 (2025 - $434,061) a 90% decrease due to the conclusion of the relationship<br>with Shoppers Drug Mart. Cost of sales of $52,895 (2025- $87,764) is predominantly comprised<br>of hosting and software, reagents and amortization of system analyzers. The balance is attributed<br>to cost of quality control, shipping and certain fixed system fees. Gross loss amounted to<br>$8,580 (2025 – Gross profit of $346,297) a 102% decrease. |
|---|---|
| ● | Management<br>fees decreased to $Nil (2025 - $54,000) due to the departure of the previous CEO. |
| --- | --- |
| ● | Share-based<br>compensation of $9,857 (2025 - $61,861) was recognized for stock options issued and vested<br>during the period. |
| --- | --- |
| ● | Consulting<br>fees decreased to $69,000 (2025 - $88,640) due to reduced use of consultants during the current<br>period. |
| --- | --- |
| ● | Professional<br>fees decreased to $47,637 (2025 - $81,366) due to lower engagement of professional service<br>providers in the current period. |
| --- | --- |
| ● | General<br>and administrative costs decreased to $96,683 (2025 - $126,746) mostly due to lower travel<br>costs incurred. |
| --- | --- |
| 11 | Page | |
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 | |
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LIQUIDITY AND CAPITAL RESOURCES
The Company’s operations have been financed through cash from operations and the issuance of common shares. We believe that our cash on hand, the expected future cash inflows from revenues, and cash savings from redeployment of devices to be sufficient to finance our working capital for the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products and services are insufficient to fund our working capital and operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements.
Cash flows
| Sources and Uses of Cash: | Three months ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Cash provided by (used in) operating activities | (25,438 | ) | 219,441 | |
| Cash used in investing activities | (2,846 | ) | (82,373 | ) |
| Cash used in financing activities | - | - | ||
| Cash and Cash Equivalents, closing balance | 200,301 | 1,269,705 |
All values are in US Dollars.
There is an overall cash outflow of $28,284 for the three months ended March 31, 2026 compared to the cash inflow of $137,068 in the comparable period in 2025.
Funding Requirements
Management devotes financial resources to the Company’s operations, sales and commercialization efforts, regulatory approvals and business development. The Company will require cash to support working capital.
The future funding requirements will depend on many factors including:
| ● | the<br>extent to which we will be commercially successful in launching HealthTab™ in new markets, |
|---|---|
| ● | the<br>size, cost and effectiveness of our sales and marketing programs, distribution and marketing<br>arrangements, |
| --- | --- |
| ● | the<br>redeployment of existing devices to new locations in Canada and the UK. Management estimates<br>that the Company will not need to use cash to invest in devices for the next 12 to 18 months. |
| --- | --- |
| ● | the<br>ability of the Company to raise capital through the issuance of its securities. |
| --- | --- |
As at March 31, 2026, the Company had a working capital of $11,574 (2025 – $192,772) and $53,721 (2025 - $37,332) in receivables.
| 12 | Page |
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 |
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RELATED PARTY TRANSACTIONS
For the three months ended March 31, 2026 and 2025, the Company recorded the following transactions with related parties:
| a) | $5,400<br>in office rent (2025 – $5,400) to a company controlled by the Chief Executive Officer<br>(CEO) of the Company. |
|---|---|
| b) | $3,000<br>in office rent (2025 – $3,000) to a company controlled by the Chief Financial Officer<br>(CFO) of the Company. |
| --- | --- |
| c) | $4,955<br>for analyser quality control services (2025 - $2,414) to a company controlled by the CEO<br>of the Company. This amount is recorded under the cost of sales. |
| --- | --- |
| d) | $Nil<br>for consulting services (2025 - $4,640) to the brother of the CEO of the Company. |
| --- | --- |
Related party transactions not otherwise described in the condensed 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 for the three months ending March 31:
| Type of transaction | 2026 | 2025 |
|---|---|---|
| Consulting fees to the CEO | 54,000 | 54,000 |
| Management fees to the former CEO | - | 54,000 |
| Professional fees to a company controlled by the CFO | 32,100 | 32,100 |
| Share-based compensation | 7,045 | 42,696 |
| 93,145 | 182,796 |
All values are in US Dollars.
At March 31, 2026, included in accounts payable and accrued liabilities is $122,580 due to related parties (December 31, 2025 - $46,890). These balances are unsecured, non-interest bearing, and due on demand.
SUBSEQUENT EVENTS
The Company announced a non-brokered private placement of up to 25,000,000 units at a price of $0.05 per unit for gross proceeds of $1,250,000. 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 24 months from the closing date of the offering at a price of $0.10 per common share.
DISCLOSURE OF OUTSTANDING SHARE DATA
The following table summarizes the Company’s outstanding share capital as at report date:
| Common Shares | 101,289,664 |
|---|---|
| Stock Options | 13,098,000 |
| Warrants | - |
| 13 | Page | |
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 | |
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FINANCIAL INSTRUMENTS AND RISKS
Operational Risk Factors
Limited Operating History
There is no assurance that Avricore will earn profits in the future, or that profitability will be sustained. Operating in the pharmaceutical and biotechnology industry requires substantial financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue AVRICORE business development and marketing activities. In case AVRICORE does not have sufficient capital to fund its operations, the management may be required to restructure the operations.
Going concern
The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The condensed 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 Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.
Development of Technological Capabilities
The market for Avricore’s products is characterized by changing technology and continuing process development. The future success of Company’s business will depend in large part upon our ability to maintain and enhance the Company’s technological capabilities, develop and market products and services which meet changing customer needs and successfully anticipate or respond to technological changes on a cost effective and timely basis. Although we believe that Company’s operations provide the products and services currently required by our customers, there can be no assurance that the Company’s process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render Avricore’s products or services uncompetitive. If Avricore needs new technologies and equipment to remain competitive, the development, acquisition and implementation of those technologies and equipment may require us to make significant capital investments.
Dependence on Key Personnel
We are dependent to a large extent upon the continued services of our senior management team and other key employees such as sales and technical personnel. There is intense competition for skilled employees and our failure to recruit, train and retain such employees could have an adverse effect on our business, financial condition or operating results.
Financial Instruments and Risk Management
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans 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.
| 14 | Page |
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 |
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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.
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 doubtful accounts based on the credit risk applicable to particular customers and historical data. Approximately 71% of trade receivables are due from one customer at March 31, 2026 (2025 – 72% from one customer).
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.
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. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised. As at March 31, 2026, the Company’s liabilities $389,166 (2025 - $173,561) were comprised of accounts payable $381,064, payroll payable of $7,744 and GST payable $358 (2025 – $172,521, $Nil and $1,040, respectively).
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.
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 floating 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.
| 15 | Page |
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| Avricore Health Inc.<br><br>Management’s Discussion and Analysis<br><br>March 31, 2026 |
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OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements, which would require disclosure.
CONTACT
| Officers<br>and Directors<br><br>Rodger<br>Seccombe, CEO, Director<br><br>Kiki<br>Smith, CFO<br><br>David<br>Hall, Chairman<br><br>Alan Arnstein, Director<br><br>Christine Hrudka, Director<br><br>Dr.<br>Robert Sindelar, Director<br><br>Thomas<br>Teahen, Director | Contact<br><br>Avricore<br>Health Inc.<br><br>Suite<br>1120 - 789 West Pender St.<br><br>Vancouver,<br>BC V6C 1H2<br><br>Tel:<br>778-968-1176 |
|---|---|
| 16 | Page | |
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Exhibit 3
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Rodger Seccombe, CEO of Avricore Health Inc., certify the following:
| 1. | Review:<br>I have reviewed the interim financial report and interim MD&A (together, the “interim<br>filings”) of Avricore Health Inc. (the “issuer”) for the<br>interim period ended March 31, 2026*.* |
|---|---|
| 2. | No<br>misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br>the interim filings do not contain any untrue statement of a material fact or omit to state<br>a material fact required to be stated or that is necessary to make a statement not misleading<br>in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings. |
| --- | --- |
| 3. | Fair<br>presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings<br>fairly present in all material respects the financial condition, financial performance and<br>cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings. |
| --- | --- |
Date: June 1, 2026
| “Rodger Seccombe” |
|---|
Rodger Seccombe, CEO
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls<br>and other procedures designed to provide reasonable assurance that information required to<br>be disclosed by the issuer in its annual filings, interim filings or other reports filed<br>or submitted under securities legislation is recorded, processed, summarized and reported<br>within the time periods specified in securities legislation; and |
|---|---|
| ii) | a<br>process to provide reasonable assurance regarding the reliability of financial reporting<br>and the preparation of financial statements for external purposes in accordance with the<br>issuer’s GAAP. |
| --- | --- |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 4
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Kiki Smith, CFO of Avricore Health Inc., certify the following:
| 1. | Review:<br>I have reviewed the interim financial report and interim MD&A (together, the “interim<br>filings”) of Avricore Health Inc. (the “issuer”) for the<br>interim period ended March 31, 2026*.* |
|---|---|
| 2. | No<br>misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br>the interim filings do not contain any untrue statement of a material fact or omit to state<br>a material fact required to be stated or that is necessary to make a statement not misleading<br>in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings. |
| 3. | Fair<br>presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings<br>fairly present in all material respects the financial condition, financial performance and<br>cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings. |
Date: June 1, 2026
| “Kiki<br>Smith” |
|---|
Kiki Smith, CFO
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls<br>and other procedures designed to provide reasonable assurance that information required to<br>be disclosed by the issuer in its annual filings, interim filings or other reports filed<br>or submitted under securities legislation is recorded, processed, summarized and reported<br>within the time periods specified in securities legislation; and |
|---|---|
| ii) | a<br>process to provide reasonable assurance regarding the reliability of financial reporting<br>and the preparation of financial statements for external purposes in accordance with the<br>issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 5

AVRICORE HEALTH CLOSES $1.254 MILLION FINANCING
Vancouver, British Columbia – June 17, 2026 – AVRICORE HEALTH INC. (TSXV: AVCR) (the “Company” or “Avricore”) announces that, further to its news release dated May 20, 2026, the Company has closed its non-brokered private placement for gross proceeds of $1,254,000 by issuing 25,080,000 Units at $0.05 per Unit on June 16, 2026.
Rodger Seccombe, CEO of Avricore stated, “This financing provides the Company with the capital strength for its UK expansion. We appreciate the commitment from our investors as we prepare to execute on our growth strategy.”
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. The Company will pay finders fees totaling $54,600 and issue 1,092,000 non-transferable finders warrants to Canaccord Genuity Corp. an arm’s length finder. The finders warrants are exercisable at $0.05 for 2 years from the closing date.
Closing of the Private Placement is subject to final acceptance by the TSX Venture Exchange. All securities issued in connection with the Private Placement will be subject to a four-month hold period from the closing date under applicable Canadian securities laws. Placement proceeds will be used for general working capital purposes.
Insiders participated in the aggregate amount of $200,000 for 4,000,000 units. Certain directors and officers have participated in the Private Placement. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the Company’s market capitalization. A material change report will be filed less than 21 days before the closing date of the transactions contemplated by this news release. The Company believes this shorter period is reasonable and necessary in the circumstances.
HealthTab at the Core of Scalable, Integrated POCT
HealthTab is a complete, turnkey solution for community-based POCT networks, combining best-in-class instruments, cloud software, standardized workflows, and comprehensive training and support. At its center is a secure, cloud-based platform that seamlessly connects point-of-care analyzers, patient results, and QC data into a unified digital infrastructure for distributed testing environments.
This fully integrated approach ensures quality-assured testing, consistent data capture across all locations, and real-time analytics for public-health reporting and performance monitoring, while significantly reducing implementation complexity for participating sites.
Commitment to Quality and Accuracy
HealthTab is designed to meet the highest standards of analytical performance and reliability. Through its partnership with CEQAL Inc., a world-leading reference method laboratory and member of the CDC Cholesterol Reference Method Laboratory Network (CRMLN), HealthTab operates a comprehensive quality management program that mirrors the rigour of accredited clinical laboratories.
The program includes centralized lot monitoring of reagents, internal quality-control procedures, regular external quality-assessment (EQA) events, and expert oversight services to support the accuracy, consistency, and traceability of results to internationally recognized reference standards across participating sites.
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About Avricore Health Inc.
Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at advancing pharmacy practice and patient care. Through its flagship offering HealthTab™, a wholly owned subsidiary, the Company’s mission is to make actionable health information more accessible to everyone by creating the world’s largest network of rapid testing devices in community pharmacies.
Contact:
Avricore Health Inc.
avricore.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, including statements regarding: the expected timing and scope of the Company’s UK site expansion; anticipated new test launches and revenue model developments; and the Company’s profitability and growth targets. Forward-looking information can generally be identified by words such as “will,” “may,” “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential,” “scheduled,” “targets,” and similar expressions.
Forward-looking information is based on the Company’s current expectations, estimates, and assumptions, including that general business and economic conditions will not change materially, that the Company will be able to execute its business strategy and growth plans, that required regulatory and third-party approvals will be obtained, and that key personnel will be retained. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors that may cause actual results to differ materially, including: failure to meet regulatory requirements; changes in market conditions; potential downturns in economic conditions; dependence on key partnerships; competition; and other factors described in the Company’s public filings available at www.sedarplus.ca.
Forward-looking information is provided as of the date of this news release and the Company does not undertake to update such information except in accordance with applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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Exhibit 6
Form 45-106F1 Report of Exempt Distribution
| A. | General<br>Instructions |
|---|---|
| 1. | Filing<br>instructions |
| --- | --- |
An issuer or underwriter that is required to file a report of exempt distribution and pay the applicable fee must file the report and pay the fee as follows:
| ● | In<br>British Columbia – through BCSC eServices at http://www.bcsc.bc.ca. |
|---|---|
| ● | In<br>Ontario – through the online e-form available at http://www.osc.gov.on.ca. |
| ● | In<br>all other jurisdictions – through the System for Electronic Document Analysis and<br>Retrieval (SEDAR) in accordance with National Instrument 13-101 System for Electronic<br>Document Analysis and Retrieval (SEDAR) if required, or otherwise with the securities<br>regulatory authority or regulator, as applicable, in the applicable jurisdictions at the<br>addresses listed at the end of this form. |
The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction. If a distribution is made in more than one jurisdiction of Canada, the issuer or underwriter may satisfy its obligation to file the report by completing a single report identifying all purchasers, and file the report in each jurisdiction of Canada in which the distribution occurs. Filing fees payable in a particular jurisdiction are not affected by identifying all purchasers in a single report.
In order to determine the applicable fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction.
| 2. | Issuers<br>located outside of Canada |
|---|
If an issuer located outside of Canada determines that a distribution has taken place in a jurisdiction of Canada, include information about purchasers resident in that jurisdiction only.
| 3. | Multiple<br>distributions |
|---|
An issuer may use one report for multiple distributions occurring within 10 days of each other, provided the report is filed on or before the 10th day following the first distribution date. However, an investment fund issuer that is relying on the exemptions set out in subsection 6.2(2) of NI 45-106 may file the report annually in accordance with that subsection.
| 4. | References<br>to purchaser |
|---|
References to a purchaser in this form are to the beneficial owner of the securities.
However, if a trust company, trust corporation, or registered adviser described in paragraph (p) or (q) of the definition of “accredited investor” in section 1.1 of NI 45-106 has purchased the securities on behalf of a fully managed account, provide information about the trust company, trust corporation or registered adviser only; do not include information about the beneficial owner of the fully managed account.
| 5. | References<br>to issuer |
|---|
References to “issuer” in this form include an investment fund issuer and a non-investment fund issuer, unless otherwise specified.
| 6. | Investment<br>fund issuers |
|---|
If the issuer is an investment fund, complete Items 1-3, 6-8, 10, 11 and Schedule 1 of this form.
| 7. | Mortgage<br>investment entities |
|---|
If the issuer is a mortgage investment entity, complete all applicable items of this form other than Item 6.
| 1 | |
|---|---|
| 8. | Language |
| --- | --- |
The report must be filed in English or in French. In Québec, the issuer or underwriter must comply with linguistic rights and obligations prescribed by Québec law.
| 9. | Currency |
|---|
All dollar amounts in the report must be in Canadian dollars. If the distribution was made or any compensation was paid in connection with the distribution in a foreign currency, convert the currency to Canadian dollars using the daily noon exchange rate of the Bank of Canada on the distribution date. If the distribution date occurs on a date when the daily noon exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent closing exchange rate of the Bank of Canada available before the distribution date. For investment funds in continuous distribution, convert the currency to Canadian dollars using the average daily noon exchange rate of the Bank of Canada for the distribution period covered by the report.
If the Bank of Canada no longer publishes a daily noon exchange rate and closing exchange rate, convert foreign currency using the daily single indicative exchange rate of the Bank of Canada in the same manner described in each of the three scenarios above.
If the distribution was not made in Canadian dollars, provide the foreign currency in Item 7(a) of the report.
| 10. | Date<br>of information in report |
|---|
Unless otherwise indicated in this form, provide the information as of the distribution end date.
| 11. | Date<br>of formation |
|---|
For the date of formation, provide the date on which the issuer was incorporated, continued or organized (formed). If the issuer resulted from an amalgamation, arrangement, merger or reorganization, provide the date of the most recent amalgamation, arrangement, merger or reorganization.
| 12. | Security<br>codes |
|---|
Wherever this form requires disclosure of the type of security, use the following security codes:
| Security<br>code | Security<br>type |
|---|---|
| BND | Bonds |
| CER | Certificates<br>(including pass-through certificates, trust certificates) |
| CMS | Common<br>shares |
| CVD | Convertible<br>debentures |
| CVN | Convertible<br>notes |
| CVP | Convertible<br>preferred shares |
| DEB | Debentures |
| FTS | Flow-through<br>shares |
| FTU | Flow-through<br>units |
| LPU | Limited<br>partnership units |
| NOT | Notes<br>(include all types of notes except convertible notes) |
| OPT | Options |
| PRS | Preferred<br>shares |
| RTS | Rights |
| UBS | Units<br>of bundled securities (such as a unit consisting of a common share and a warrant) |
| UNT | Units<br>(exclude units of bundled securities, include trust units and mutual fund units) |
| WNT | Warrants |
| OTH | Other<br>securities not included above (if selected, provide details of security type in Item 7d) |
| 2 | |
| --- | |
| B. | Terms<br>used in the form |
| --- | --- |
| 1. | For<br>the purposes of this form: |
| --- | --- |
“designated foreign jurisdiction” means Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom of Great Britain and Northern Ireland;
“eligible foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances:
| (a) | the security is issued by<br>an issuer | |
|---|---|---|
| (i) | that<br>is incorporated, formed or created under the laws of a foreign jurisdiction, | |
| --- | --- | |
| (ii) | that<br>is not a reporting issuer in a jurisdiction of Canada, | |
| (iii) | that<br>has its head office outside of Canada, and | |
| (iv) | that<br>has a majority of the executive officers and a majority of the directors ordinarily resident<br>outside of Canada; | |
| (b) | the security is issued or<br>guaranteed by the government of a foreign jurisdiction; | |
| --- | --- | --- |
“foreign public issuer” means an issuer where any of the following apply:
| (a) | the<br>issuer has a class of securities registered under section 12 of the 1934 Act; |
|---|---|
| (b) | the<br>issuer is required to file reports under section 15(d) of the 1934 Act; |
| --- | --- |
| (c) | the<br>issuer is required to provide disclosure relating to the issuer and the trading in its securities<br>to the public, to security holders of the issuer or to a regulatory authority and that disclosure<br>is publicly available in a designated foreign jurisdiction; |
| --- | --- |
“legal entity identifier” means a unique identification code assigned to the person
| (a) | in<br>accordance with the standards set by the Global Legal Entity Identifier System, or |
|---|---|
| (b) | that<br>complies with the standards established by the Legal Entity Identifier Regulatory Oversight<br>Committee for pre-legal entity identifiers; |
| --- | --- |
“permitted client” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;
“SEDAR profile” means a filer profile required under section 5.1 of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).
| 2. | For<br>the purposes of this form, a person is connected with an issuer or an investment fund manager<br>if either of the following applies: |
|---|---|
| (a) | one<br>of them is controlled by the other; |
| --- | --- |
| (b) | each<br>of them is controlled by the same person. |
| --- | --- |
| 3 | |
| --- |









Schedule 1 to Form 45-106F1 (Confidential Purchaser information)
Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.
The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.
| a) | General<br>information (provide only once) |
|---|---|
| 1. | Name<br>of issuer |
| --- | --- |
| 2. | Certification<br>date (YYYY-MM-DD) |
Provide the following information for each purchaser that participated in the distribution. For each purchaser, create separate entries for each distribution date, security type and exemption relied on for the distribution.
| b) | Legal<br>name of purchaser | |
|---|---|---|
| 1. | Family<br>name | |
| --- | --- | |
| 2. | First<br>given name | |
| 3. | Secondary<br>given names | |
| 4. | Full<br>legal name of non-individual (if applicable) | |
| c) | Contact<br>information of purchaser | |
| --- | --- | |
| 1. | Residential<br>street address | |
| --- | --- | |
| 2. | Municipality | |
| 3. | Province/State | |
| 4. | Postal<br>code/Zip code | |
| 5. | Country | |
| 6. | Telephone<br>number | |
| 7. | Email<br>address (if available) | |
| d) | Details<br>of securities purchased | |
| --- | --- | |
| 1. | Date<br>of distribution (YYYY-MM-DD) | |
| --- | --- | |
| 2. | Number<br>of securities | |
| 3. | Security<br>code | |
| 4. | Amount<br>paid (Canadian $) | |
| e) | Details<br>of exemption relied on | |
| --- | --- | |
| 1. | Rule,<br>section and subsection number | |
| --- | --- | |
| 2. | If<br>relying on section 2.3 [Accredited investor] of NI 45-106, provide the paragraph number<br>in the definition of “accredited investor” in section 1.1 of NI 45-106 that applies<br>to the purchaser. (select only one) | |
| 3. | If<br>relying on section 2.5 [Family, friends and business associates] of NI 45-106, provide: | |
| a. | the<br>paragraph number in subsection 2.5(1) that applies to the purchaser (select only one);<br>and | |
| --- | --- | --- |
| b. | if<br>relying on paragraphs 2.5(1)(b) to (i), provide: | |
| i. | the<br>name of the director, executive officer, control person, or founder of the issuer or affiliate<br>of the issuer claiming a relationship to the purchaser. (Note: if Item 9(a) has been completed,<br>the name of the director, executive officer or control person must be consistent with the<br>name provided in Item 9 and Schedule 2.) | |
| --- | --- | |
| ii. | the<br>position of the director, executive officer, control person, or founder of the issuer or<br>affiliate of the issuer claiming a relationship to the purchaser. | |
| 13 | ||
| --- | ||
| 4. | If<br>relying on subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec,<br>or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106 and the purchaser<br>is an eligible investor, provide the paragraph number in the definition of “eligible<br>investor” in section 1.1 of NI 45-106 that applies to the purchaser. (select only<br>one) | |
| --- | --- | |
| f) | Other<br>information | |
| --- | --- | --- |
| 1. | Is<br>the purchaser a registrant? (Y/N) | |
| --- | --- | |
| 2. | Is<br>the purchaser an insider of the issuer? (Y/N) (not applicable if the issuer is an investment<br>fund) | |
| 3. | Full<br>legal name of person compensated for distribution to purchaser. If the person compensated<br>is a registered firm, provide the firm NRD number only. (Note: the name must be consistent<br>with name of the person compensated as provided in Item 8.) |
INSTRUCTIONS FOR SCHEDULE 1
Any securities issued as payment for commissions or finder’s fees must be disclosed in Item 8 of the report, not in Schedule 1.
Details of exemption relied on – When identifying the exemption the issuer relied on for the distribution to each purchaser, refer to the rule, statute or instrument in which the exemption is provided and identify the specific section and, if applicable, subsection or paragraph. For example, if the issuer is relying on an exemption in a National Instrument, refer to the number of the National Instrument, and the subsection or paragraph number of the specific provision. If the issuer is relying on an exemption in a local blanket order, refer to the blanket order by number.
For exemptions that require the purchaser to meet certain characteristics, such as the exemption in section 2.3 [Accredited investor], section 2.5 [Family, friends and business associates] or subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106, provide the specific paragraph in the definition of those terms that applies to each purchaser.
Reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106 – For reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106, Schedule 1 needs to list the total number of purchasers by jurisdiction only, and is not required to include the name, residential address, telephone number or email address of the purchasers.
| 14 |
|---|
Schedule 2 to Form 45-106F1 (Confidential Director, Executive Officer, Promoter and Control Person Information)
Schedule 2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.
Complete the following only if Item 9(a) is required to be completed. This schedule also requires information to be provided about control persons of the issuer at the time of the distribution.
The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.
| a) | General<br>information (provide only once) |
|---|---|
| 1. | Name<br>of issuer |
| --- | --- |
| 2. | Certification<br>date (YYYY-MM-DD) |
| b) | Business<br>contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report) |
| --- | --- |
| 1. | Email<br>address |
| --- | --- |
| 2. | Telephone<br>number |
| c) | Residential<br>address of directors, executive officers, promoters and control persons of the issuer |
| --- | --- |
Provide the following information for each individual who is a director, executive officer, promoter or control person of the issuer at the time of the distribution. If the promoter or control person is not an individual, provide the following information for each director and executive officer of the promoter and control person. (Note: names of directors, executive officers and promoters must be consistent with the information in Item 9 of the report, if required to be provided.)
| 1. | Family<br>name |
|---|---|
| 2. | First<br>given name |
| 3. | Secondary<br>given names |
| 4. | Residential<br>street address |
| 5. | Municipality |
| 6. | Province/State |
| 7. | Postal<br>code/Zip code |
| 8. | Country |
| 9. | Indicate<br>whether the individual is a control person, or a director and/or executive officer of a control<br>person (if applicable) |
| d) | Non-individual<br>control persons (if applicable) |
| --- | --- |
If the control person is not an individual, provide the following information. For locations within Canada, state the province or territory, otherwise state the country.
| 1. | Organization<br>or company name |
|---|---|
| 2. | Province<br>or country of business location |
| 15 | |
| --- |
Questions:
Refer any questions to:
| Alberta<br>Securities Commission<br><br>Suite<br>600, 250 – 5th Street SW<br><br>Calgary,<br>Alberta T2P 0R4<br><br>Telephone:<br>(403) 297-6454<br><br>Toll<br>free in Canada: 1-877-355-0585<br><br>Facsimile:<br>(403) 297-2082<br><br>British<br>Columbia Securities Commission<br><br>P.O.<br>Box 10142, Pacific Centre<br><br>701<br>West Georgia Street<br><br>Vancouver,<br>British Columbia V7Y 1L2<br><br>Inquiries:<br>(604) 899-6854<br><br>Toll<br>free in Canada: 1-800-373-6393<br><br>Facsimile:<br>(604) 899-6581<br><br>Email:<br>[email protected]<br><br>The<br>Manitoba Securities Commission<br><br>500<br>– 400 St. Mary Avenue<br><br>Winnipeg,<br>Manitoba R3C 4K5<br><br>Telephone:<br>(204) 945-2548<br><br>Toll<br>free in Manitoba 1-800-655-5244<br><br>Facsimile:<br>(204) 945-0330<br><br>Financial<br>and Consumer Services Commission (New Brunswick)<br><br>85<br>Charlotte Street, Suite 300<br><br>Saint<br>John, New Brunswick E2L 2J2<br><br>Telephone:<br>(506) 658-3060<br><br>Toll<br>free in Canada: 1-866-933-2222<br><br>Facsimile:<br>(506) 658-3059<br><br>Email:<br>[email protected]<br><br>Government<br>of Newfoundland and Labrador<br><br>Financial<br>Services Regulation Division<br><br>P.O.<br>Box 8700<br><br>Confederation<br>Building<br><br>2nd<br>Floor, West Block<br><br>Prince<br>Philip Drive<br><br>St.<br>John’s, Newfoundland and Labrador A1B 4J6<br><br>Attention:<br>Director of Securities<br><br>Telephone:<br>(709) 729-4189<br><br>Facsimile:<br>(709) 729-6187<br><br>Government<br>of the Northwest Territories<br><br>Office<br>of the Superintendent of Securities<br><br>P.O.<br>Box 1320<br><br>Yellowknife,<br>Northwest Territories X1A 2L9<br><br>Attention:<br>Deputy Superintendent, Legal & Enforcement<br><br>Telephone:<br>(867) 920-8984<br><br>Facsimile:<br>(867) 873-0243<br><br>Nova<br>Scotia Securities Commission<br><br>Suite<br>400, 5251 Duke Street<br><br>Duke<br>Tower<br><br>P.O.<br>Box 458<br><br>Halifax,<br>Nova Scotia B3J 2P8<br><br>Telephone:<br>(902) 424-7768<br><br>Facsimile:<br>(902) 424-4625 | Government<br>of Nunavut<br><br>Department<br>of Justice<br><br>Legal<br>Registries Division<br><br>P.O.<br>Box 1000, Station 570<br><br>1st<br>Floor, Brown Building<br><br>Iqaluit,<br>Nunavut X0A 0H0<br><br>Telephone:<br>(867) 975-6590<br><br>Facsimile:<br>(867) 975-6594<br><br>Ontario<br>Securities Commission<br><br>20<br>Queen Street West, 22^nd^ Floor<br><br>Toronto,<br>Ontario M5H 3S8<br><br>Telephone:<br>(416) 593- 8314<br><br>Toll<br>free in Canada: 1-877-785-1555<br><br>Facsimile:<br>(416) 593-8122<br><br>Email:<br>[email protected]<br><br>Public<br>official contact regarding indirect collection of information: Inquiries Officer<br><br>Prince<br>Edward Island Securities Office<br><br>95<br>Rochford Street, 4th Floor Shaw Building<br><br>P.O.<br>Box 2000<br><br>Charlottetown,<br>Prince Edward Island C1A 7N8<br><br>Telephone:<br>(902) 368-4569<br><br>Facsimile:<br>(902) 368-5283<br><br>Autorité<br>des marchés financiers<br><br>800,<br>Square Victoria, 22e étage<br><br>C.P.<br>246, Tour de la Bourse<br><br>Montréal,<br>Québec H4Z 1G3<br><br>Telephone:<br>(514) 395-0337 or 1-877-525-0337<br><br>Facsimile:<br>(514) 873-6155 (For filing purposes only)<br><br>Facsimile:<br>(514) 864-6381 (For privacy requests only)<br><br>Email:<br>[email protected] (For corporate finance issuers); [email protected] (For investment fund<br>issuers)<br><br>Financial<br>and Consumer Affairs Authority of Saskatchewan<br><br>Suite<br>601 - 1919 Saskatchewan Drive<br><br>Regina,<br>Saskatchewan S4P 4H2<br><br>Telephone:<br>(306) 787-5879<br><br>Facsimile:<br>(306) 787-5899<br><br>Government<br>of Yukon<br><br>Department<br>of Community Services<br><br>Law<br>Centre, 3rd Floor<br><br>2130<br>Second Avenue<br><br>Whitehorse,<br>Yukon Y1A 5H6<br><br>Telephone:<br>(867) 667-5314<br><br>Facsimile:<br>(867) 393-6251 |
|---|---|
| 16 | |
| --- |