6-K - AVCRF - Equibles

UNITEDSTATES

SECURITIESANDEXCHANGECOMMISSION

Washington, D.C.20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2025.

Commission File Number: 000-51848

Avricore HealthInc.

(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 S 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 No.	Description	Date Released
1	Audited Annual Financial Statements	2025-04-30
2	Annual MD&A	2025-04-30
3	Form 52-109 FV1-Certification of Annual Filings CEO	2025-04-30
4	Form 52-109 FV1-Certification of Annual Filings CFO	2025-04-30
5	AB Form 13-501 F1-Class 1 and 3B Reporting Issuers-Participation Fee	2025-04-30
7	Notice of the meeting and record date	2025-04-17

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 HEALTH INC.
Date: May 20, 2025	By	“Kiki Smith”
		Kiki Smith
		Chief Financial Officer
SEC1815(04-09)	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
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Exhibit 1

Avricore HealthInc.

ConsolidatedFinancial Statements

For the years ended December 31, 2024, 2023 and2022

(Expressed in Canadian Dollars)

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Avricore Health Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Avricore Health Inc. and its subsidiaries (together, the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2024, 2023 and 2022, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years ended December 31, 2024, 2023 and 2022 in conformity with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition of Revenue

CriticalAudit Matter Description

We draw your attention to Notes 3(a), 14 and 18 of the financial statements. During the year ended December 31, 2024, the Company recognized revenues of $4,785,711. The Company recognizes revenues upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Significant judgment is exercised by the Company in determining whether the revenue recognition criteria has been met, and includes the following:

●	The point upon which control is transferred to the customer and revenue is deemed earned pursuant to IFRS 15, Revenues from Contracts with Customers, and can be recognized for each distinct performance obligation.
●	Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as software and services which are provided in conjunction with equipment leased to the customers under operating lease arrangements.
●	Determination of whether the Company acts as a principal or agent.

Given these factors, the related audit effort in evaluating management’s judgments in determining revenue recognition was extensive and required a high degree of auditor judgment.

How the CriticalAudit Matter was Addressed in the Audit

We responded to this matter by performing the following procedures:

●	We evaluated management’s material accounting policies related to revenue recognition and ensured these are in accordance with IFRS 15 for the Company’s contracts with its customers.
●	We reviewed the underlying customer agreements, including master agreements, statements of works and other documents that were part of the agreements, and ensured that the Company’s evaluation of the agreements is appropriate, management has appropriately identified distinct performance obligations pursuant to the agreements, and the Company has appropriately recognized revenues in accordance with IFRS 15. We ensured that service revenues are recorded at a point in time when revenue recognition criteria are met.
●	We selected a sample of sales transactions and vouched each transaction to underlying supporting documents, including invoices, receipt of payment and delivery confirmation to ensure that the Company has recorded revenues from sale of product upon meeting the revenue recognition criteria in accordance with IFRS 15. We also obtained a confirmation from the Company’s significant customer confirming the sales transactions during the year.
●	We evaluated management’s assessment of whether it acts as a principal or agent pursuant to IFRS 15, and reviewed the underlying agreements with the Company’s vendors and customers.

Impairment of Equipment

CriticalAudit Matter Description

We draw your attention to Notes 3(l) and 6 of the financial statements. During the year, management determined that the agreement with the Company’s major customer would not be renewed and expired on March 31, 2025. The loss of this major customer was expected to significantly impact the Company’s revenue and financial position in the near term. As a result, the Company performed an impairment test and recognized an impairment of $772,174. Significant judgment is exercised by the Company in performing its impairment assessment and significant assumptions are used in the impairment test, and include the following:

●	The determination of the appropriate cash-generating unit (“CGU”) to consider how the Company’s equipment and intangible assets generate cash inflows.
●	The determination that the value in use was appropriate as a basis for the recoverable amount given lack of a reliable external market for the equipment and the ability to derive value from continued use.
●	The assumptions applied in the value in use calculation included expected continuing sales, the ability to redeploy or continue using non-idle equipment with existing or prospective customers, risk-adjusted discount rate, and the time horizon used.

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Given these factors, the related audit effort in evaluating management’s judgments in determining the impairment recognized and the carrying value of equipment as of December 31, 2024 was significant and required a high degree of auditor judgment.

How the CriticalAudit Matter was Addressed in the Audit

We responded to this matter by performing the following procedures:

●	We evaluated management’s methodology and assumptions used in estimating the value-in-use, including corroborating projected revenues with actual activity subsequent to year-end and expected future utilization. In this regard, we also considered the impact of the loss of the major customer on equipment utilization and evaluated whether assumptions about continued use were reasonable.
●	We tested the calculation of recoverable amounts for idle and non-idle equipment based on observable market data and internal forecasts.
●	We assessed whether the impairment loss was appropriately allocated to the Company’s equipment in accordance with IAS 36.
●	We reviewed the adequacy of the related disclosures in the financial statements.

/s/ Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

April 30, 2025

PCAOB ID: 1524

We have served as the Company’s auditor since 2020.

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Avricore Health Inc.

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)



ASSETS
Current Assets
Cash and cash equivalents
Term deposit
Accounts receivable	4
Prepaid expenses and deposits	5
Inventory
Current assets
Equipment	6
Intangible assets	7
Total Assets
**<br><br>LIABILITIES**
Current Liabilities
Accounts payable and accrued liabilities	8
Loans payable	9
Liabilities
SHAREHOLDERS’ EQUITY
Share capital	10
Reserves	10
Accumulated other comprehensive loss		)
Deficit		)	)
Shareholders<br> equity
Total Liabilities and Shareholders’ Equity

All values are in US Dollars.

Nature of operations and going concern (Note 1)

Approved and authorized for issuance on behalf of the Board of Directors on April 30, 2025.

“Hector Bremner”	“David Hall”
Hector Bremner, Director	David Hall, Chairman

The accompanying notes are an integral part of these consolidated financial statements

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Avricore Health Inc.

Consolidated Statements of Operations and Comprehensive Loss

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)



Revenue	14 & 18
Cost of sales		)	)	)
Gross profit
Expenses
Advertising and promotion
Amortization	6
Consulting	12
General and administrative	11
Management fees	12
Shareholder communications
Professional fees	12
Share-based compensation	10 & 12
Expense, by nature		)	)	)
Income (Loss) before other income (expense)			)	)
Other income (expense)
Foreign exchange gain (loss)		)	)
Interest income
Loss on impairment of equipment	6	)
Loss on disposal of equipment	6	)
Write-off of accounts receivable			)	)
Gain on settlement and write-off of liabilities	9
Loss for the year		)	)	)
Other comprehensive loss:
Foreign currency translation		)
Comprehensive loss for the year		)	)	)
Basic and diluted loss per share		)	)	)
Weighted Average Number of Common Shares Outstanding:
Basic
Diluted

All values are in US Dollars.

Segmented information (Note 14)

The accompanying notes are an integral part of these consolidated financial statements

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Avricore Health Inc.

Consolidated Statements of Changes in Shareholder’s Equity

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)



Balance, December 31, 2021	97,535,264				)
Exercise of warrants	909,400	)
Exercise of options	800,000		)
Share-based compensation	-
Net loss for the year	-				)	)
Balance, December 31, 2022	99,244,664				)
Exercise of options	400,000		)
Share-based compensation	-
Net loss for the year	-				)	)
Balance, December 31, 2023	99,644,664				)
Balance	99,644,664				)
Exercise of options	1,645,000		)
Share-based compensation	-
Other comprehensive loss	-			)		)
Net loss for the year	-				)	)
Balance, December 31, 2024	101,289,664			)	)
Balance	101,289,664			)	)

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements

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Avricore Health Inc.

Consolidated Statements of Cash Flows

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)



Operating Activities
Net loss	)	)	)
Adjustment for non-cash items:
Amortization
Share-based compensation
Gain on settlement of debt	)
Write-off of accounts receivable
Loss on impairment of fixed assets
Loss on disposal of fixed assets
Change in working capital items:
Accounts receivable			)
Inventory		)
Prepaid expenses and deposits		)
Deferred revenue		)
Accounts payable and accrued liabilities	)
Net cash provided by (used in) operating activities			)
Investing Activities
Intangible assets	)	)	)
Purchase of equipment	)	)	)
Term deposit			)
Net cash used in investing activities	)	)	)
Financing Activities
Proceeds of exercise of warrants
Proceeds from exercise of stock options
Loan repayments	)
Net cash provided by financing activities
Increase (decrease) in cash and cash equivalents		)	)
Effects of foreign exchange translation on cash and cash equivalents	)
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year

All values are in US Dollars.

Supplemental cash flow information (Note 15)

The accompanying notes are an integral part of these consolidated financial statements

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the OTCQB Market as “AVCRF”. The Company’s registered office is at 700 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.

The Company is involved in the business of health data and point-of-care technologies (“POCT”).

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The availability of sufficient cash flows to fund the Company’s operations are dependent on revenues and other financing sources which are subject to uncertainty. The Company has historically experienced operating losses and negative operating cash flows. As at December 31, 2024, the Company has an accumulated deficit of $32,404,537 and a working capital of $1,252,139 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 consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

2. BASIS OF PRESENTATION

a)	Statement of compliance

The consolidated financial statements for the years ended December 31, 2024 and 2023 have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).

b)	Basis of preparation

The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The material accounting policies are presented in Note 3 of the annual consolidated financial statements for the year ended December 31, 2024 and have been consistently applied in each of the periods presented. The consolidated financial statements are presented in Canadian dollars, which is the presentation and functional currency of the Company. The functional currency of HealthTab Ltd. is the UK pound sterling.

The preparation of consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed below. 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.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

2.	BASIS OF PRESENTATION (continued)

c)	Basis of consolidation

The consolidated financial statements include the assets, liabilities and results of operations of all entities controlled by the Company. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the Company’s consolidated financial statements. Where control of an entity is obtained during a financial year, its results are included in the consolidated statements of operations and comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control exists.

These consolidated financial statements include the accounts of the Company and its controlled wholly owned Canadian subsidiary HealthTab™ Inc and HealthTab Inc.’s wholly owned United Kingdom subsidiary HealthTab™ Ltd.

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

a)	Revenue recognition

The Company’s revenues are generated from operating leases of the POCT system and sale of testing panels. Revenue comprises the fair value of the consideration received or receivable and is shown net of tax and discounts.

The Company recognizes revenue to depict the transfer of goods and services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps:

●	Identify the contract with a customer;
●	Identify the performance obligations in the contract;
●	Determine the transaction price;
●	Allocate the transaction price to the performance obligations; and
●	Recognize revenue when, or as, the Company satisfies a performance obligation.

Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset.

The Company’s arrangements with customers can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under IFRS 15, Revenue from Contracts with Customers.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

a)	Revenue recognition (continued)

The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of our transactions, our marketing strategy, historical sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by management, taking into consideration our go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices.

The Company generally receives payment from its customers after invoicing within the normal 28-day commercial terms. If a customer is specifically identified as a credit risk, recognition of revenue is deferred except to the extent of fees that have already been collected.

b)	Leases

A contract is, or contains, a lease if the contract conveys a lessee the right to control the use of lessor’s identified asset for a period of time in exchange for consideration.

The Company as a lessee

A lease liability is recognized at the commencement of the lease term at the present value of the lease payments that are not paid at that date. At the commencement date, a corresponding right-of-use asset is recognized at the amount of the lease liability, adjusted for lease incentives received, retirement costs and initial direct costs. Depreciation is recognized on the right-of-use asset over the lease term. Interest expense is recognized on the lease liabilities using the effective interest rate method and payments are applied against the lease liability.

Key areas where management has made judgments, estimates, and assumptions related to the application of IFRS 16 include:

-	The incremental borrowing rates are based on judgments including economic environment, term, currency, and the underlying risk inherent to the asset. The carrying balance of the right-of-use assets, lease liabilities, and the resulting interest expense and depreciation expense, may differ due to changes in the market conditions and lease term.
-	Lease terms are based on assumptions regarding extension terms that allow for operational flexibility and future market conditions.

The Company as a lessor

A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. All other leases are classified as finance leases.

Leases of the Company’s POCT systems to customers are classified as operating leases. Lease payments from operating leases are recognized as income on a straight-line basis. All costs, including depreciation, incurred in earning the operating lease income are recognized as cost of sales. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognized as an expense over the lease term on the same basis as the lease income. The depreciation for depreciable underlying assets subject to operating leases is in accordance with depreciation policy for the Company’s equipment.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

c)	Foreign currency

Foreign currency transactions are translated into the functional currency of the respective entity, using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year-end exchange rates are recognized in profit or loss.

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction and are not retranslated. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.

The results and financial position of consolidated entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

●	Shareholder’s equity is translated at historical rates of exchange at the reporting date.
●	Assets and liabilities are translated at the closing rate at the reporting date.
●	Income and expenses are translated at average exchange rates for the year.
●	All resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments.
d)	Cash and cash equivalents
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Cash and cash equivalents include cash on account, demand deposits and money market investments with maturities from the date of acquisition of three months or less, which are readily convertible to known amounts of cash and are subject to insignificant changes in value.

e)	Intangible assets

All intangible assets acquired separately by the Company are recorded at cost on the date of acquisition. Intangible assets that have indefinite lives are measured at cost less accumulated impairment losses. Intangible assets that have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets comprise of software, intellectual property, trademarks and web domains and distribution rights, which are amortized on a straight-line basis over 3 years. The Company’s system software is amortized on a declining balance basis at 20%. Amortization rates are reviewed annually to ensure they are aligned with estimates of remaining economic useful lives of the associated intangible assets.

f)	Equipment

Equipment acquired by the Company is recorded at cost on the date of acquisition. Equipment is stated at historical cost less accumulated amortization and accumulated impairment losses. Amortization is calculated on a declining balance method over their estimated useful lives. The Company’s system hardware is amortized at 55% and system analyzers at 20%.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)
g)	Share-based payments
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The Company operates an incentive share purchase option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share- based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes option pricing model, which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

h)	Share capital

Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company. Any previously recorded share-based payment related to the options or warrants exercised included in reserves is transferred to share capital on the exercise of options or warrants. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance. The proceeds from issuance of units are allocated between common shares and warrants based on the residual method. Under this method, the proceeds are allocated first to share capital based on the fair value of the common shares at the time the units are issued and any residual value is allocated to the warrants reserve. Consideration received for the exercise of warrants is recorded in share capital, and any related amount recorded in warrants reserve is transferred to share capital.

i)	Income (loss) per share

Basic income (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted income (loss) per share are the same for the periods presented.

j)	Income taxes

Income tax expense, consisting of current and deferred tax expense, is recognized in the statements of operations. Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that substantive enactment occurs.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

j) Income taxes (continued)

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

k)	Financial Instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

The Company has classified its cash and cash equivalents as FVTPL and term deposit, accounts receivable, accounts payable and loans payable as amortized cost.

Measurement

Financialassets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financialassets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the profit or loss in the period in which they arise.

Financial assets at FVTOCI

Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss) as they arise.

Impairment of financial assets at amortized cost

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

k)	Financial Instruments(continued)

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss.

l)	Impairment of equipment and intangible assets

At the end of each reporting period, if there are indicators of impairment, the Company reviews the carrying amounts of its equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Individual assets are grouped together as a cash generating unit for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are independent from other group assets. The Company has one cash generating unit, the HealthTab system, comprised of system software, system analyzers and system hardware.

If any such indication of impairment exists, the Company makes an estimate of its recoverable amount. The recoverable amount is the higher of fair value less costs of disposition and value in use. Where the carrying amount of a cash generating unit exceeds its recoverable amount, the cash generating unit is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated future cash flows are adjusted for the risks specific to the cash generating unit and are discounted to their present value with a discount rate that reflects the current market indicators. The recoverable amount of intangible assets with an indefinite useful life, intangible assets not available for use, or goodwill acquired in a business combination are measured annually whether or not there are any indications that impairment exists.

Where an impairment loss subsequently reverses, the carrying amount of the cash generating unit is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the cash generating unit in prior years. A reversal of an impairment loss is recognized as income immediately.

m)	Significant accounting estimates and judgments

Estimates

Significant estimates used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)
m)	Significant accounting estimates and judgments (continued)
---	---

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.

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.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)
m)	Significant accounting estimates and judgments (continued)
---	---

Deferred income taxes

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates

are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.

Going concern

Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing its financial statements for the year ended December 31, 2024. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The factors considered by management are disclosed in Note 1.

n)	Application of new and revised accounting standards and accounting standards issued but not yet effective

There are no significant changes in accounting policies but several amendments to IFRS Accounting Standards and interpretations became effective for annual periods beginning on or after January 1, 2024.

The Company has adopted the amendments to IAS 1 Presentation of Financial Statements as well as IAS 8 Changes in Accounting Estimates and Errors regarding the disclosure of accounting policies and accounting estimates, IFRS 16 Leases, IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures –Supplier Finance Arrangements which were effective for annual periods beginning on January 1, 2024. The amendments did not have a material impact on the Company’s financial statements. There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company’s consolidated financial statements.

4. ACCOUNTS RECEIVABLE

The Company’s accounts receivable consists of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

	December 31, 2024	December 31, 2023

Trade receivables
GST receivable
Total<br> trade receivables

All values are in US Dollars.

5. PREPAID EXPENSES AND DEPOSITS

The balance consists of prepaid expenses to vendors of $7,408 (December 31, 2023 - $16,889), prepaid business insurance of $1,062 (December 31, 2023 - $9,736) and security deposits of $12,000 (December 31, 2023 - $12,000).

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

6. EQUIPMENT

**** SCHEDULE OF EQUIPMENT

	Equipment

Cost
Balance, December 31, 2022
Additions
Balance, December 31, 2023
Cost, beginning<br> balance
Additions
Impairment		)
Assets written off		)
Balance, December 31, 2024
Cost, ending<br> balance
Accumulated Amortization
Balance, December 31, 2022
Amortization
Balance, December 31, 2023
Accumulated amortization,<br> beginning balance
Amortization
Assets written off		)
Balance, December 31, 2024
Accumulated amortization,<br> ending balance
Carrying value
As at December 31, 2023
Beginning balance
As at December 31, 2024
Ending balance

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 $435,304 during the year ended December 31, 2024 (2023 - $409,221). Amortization of equipment included in operating expenses was $3,137 during the year ended December 31, 2024 (2023 - $2,347). The Company discontinued the use of certain equipment and recognized a loss on disposition of $32,033 during the year ended December 31, 2024 (2023 - $Nil).

During the year, management determined that the agreement with the Company’s major customer would not be renewed and expire on March 31, 2025. The loss of this major customer was expected to significantly impact the Company’s revenue and financial position in the near term. As a consequence, the Company performed an impairment test. The Company recognized and determined the recoverable amount to be $656,441 using the value in use method. The Company applied a risk-adjusted discount rate of 50% in its impairment test. The Company recognized an impairment of $772,174 related to system analyzers and system hardware during the year ended December 31, 2024 (2023 - $Nil). The Company has impaired 100% of the equipment expected to be idle.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

7. INTANGIBLE ASSETS

**** SCHEDULE OF INTANGIBLE ASSETS

	Software	HealthTab™	Corozon	Emerald	Total

Cost
Balance, December 31, 2022
Additions
Balance, December 31, 2023
Cost, beginning balance
Additions
Balance, December 31, 2024
Cost, ending balance
Accumulated Amortization
Balance, December 31, 2022
Amortization
Balance, December 31, 2023
Accumulated amortization, beginning balance
Amortization
Balance, December 30, 2024
Accumulated amortization, ending balance
Carrying value
As at December 31, 2023
As at December 31, 2024

All values are in US Dollars.

Amortization of software of $11,755 was included in cost of sales during the year ended December 31, 2024 (2023 - $8,500)

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued liabilities consist of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED COSTS

	December 31, 2024	December 31, 2023

Trade accounts payable and accrued liabilities
GST payable
Accounts<br> payable and accrued liabilities

All values are in US Dollars.

9. LOANS PAYABLE

During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan was interest-free until January 18, 2024. In January 2024, the Company repaid the loan principal of $30,000 and received loan forgiveness of $10,000, recorded as gain on settlement of debt.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

10. SHARE CAPITAL

A****uthorizedshare capital

Authorized: Unlimited number of common shares without par value.

Issuedshare capital

During the year ended December 31, 2024:

The Company issued 1,645,000 common shares upon exercise of stock options for gross proceeds of $86,600. $32,079, the fair value of the options was reclassified from reserves to share capital.

During the year ended December 31, 2023:

The Company issued 400,000 common shares upon exercise of stock options for gross proceeds of $42,500. $78,887, the fair value of the options was reclassified from reserves to share capital.

During the year ended December 31, 2022:

The Company issued 800,000 common shares upon exercise of stock options for gross proceeds of $80,000. $191,000, the fair value of the options was reclassified from reserves to share capital.

S****tockoptions

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 SHARE OPTION ACTIVITY

	2024					2023					2022
	Number of<br><br> Options			Weighted<br><br> Average<br><br> Exercise<br><br> Price		Number of<br><br> Options			Weighted<br><br> Average<br><br> Exercise<br><br> Price		Number of<br><br> Options			Weighted Average Exercise<br> <br>Price
Beginning Balance		10,350,000		$	0.17		8,635,000		$	0.14		7,880,052		$	0.13
Options granted		3,661,000		$	0.28		2,365,000		$	0.26		3,125,000		$	0.15
Expired/Cancelled		(116,000	)	$	0.09		(250,000	)	$	0.17		(1,570,052	)	$	0.13
Exercised		(1,645,000	)	$	0.05		(400,000	)	$	0.11		(800,000	)	$	0.10
Ending Balance		12,250,000		$	0.23		10,350,000		$	0.17		8,635,000		$	0.14
Exercisable		10,269,500		$	0.22		9,132,250		$	0.17		6,216,250		$	0.14

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

10.	SHARECAPITAL (continued)

Stock options(continued)

The following table summarizes information about stock options outstanding and exercisable as at December 31, 2024:

SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE

Exercise Price		Expiry date	Options
			Outstanding		Exercisable
$	0.08	November 18, 2025		500,000		500,000
$	0.08	December 8, 2025		710,000		710,000
$	0.19	January 28, 2026		150,000		150,000
$	0.25	March 22, 2026		1,800,000		1,800,000
$	0.15	August 10, 2027		2,675,000		2,675,000
$	0.15	August 12, 2027		100,000		100,000
$	0.16	October 12, 2027		300,000		300,000
$	0.28	May 15, 2028		1,814,000		1,814,000
$	0.20	June 21, 2028		400,000		400,000
$	0.20	September 15, 2028		140,000		140,000
$	0.18	July 01, 2029		150,000		75,000
$	0.18	July 01, 2029		150,000		75,000
$	0.29	August 30, 2029		3,361,000		1,530,500
				12,250,000		10,269,500

The weighted average remaining life of the stock options outstanding at December 30, 2024 is 2.99 years (December 31, 2023: 2.84 years).

Share-basedcompensation

Share-based compensation of $541,164 was recognized during the year ended December 31, 2024 (2023 - $703,612 and 2022- $331,522), respectively, for stock options granted and/or vested during the year. Options issued to directors and officers and consultants of the Company during the year vest quarterly over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.

Share-based payments for options granted and repriced were measured using the Black-Scholes option pricing model with the following assumptions:

SCHEDULE OF SHARE BASED COMPENSATION FOR OPTIONS GRANTED


Expected life	3.69 years		3.30 years
Volatility	110%-115	%	134% - 174	%
Dividend yield	0	%	0	%
Risk-free interest rate	2.68%-3.52	%	3.28% - 4.20%

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.

W****arrants

The Company has issued warrants entitling the holders to acquire common shares of the Company. The summary of changes in warrants is presented below.

SCHEDULE OF CHANGES IN WARRANTS

	2024				2023				2022
	Number of<br><br> Warrants		Weighted<br><br> Average<br><br> Exercise<br><br> Price		Number of<br><br> Warrants		Weighted<br><br> Average<br><br> Exercise<br><br> Price		Number of<br><br> Warrants			Weighted<br><br> Average<br><br> Exercise<br><br> Price
Beginning Balance		-		-		-		-		18,781,066		$	0.21
Warrants issued		-		-		-		-		-			-
Warrants exercised		-		-		-		-		(909,400	)	$	0.19
Warrants expired		-		-		-		-		(17,871,666	)	$	0.22
Outstanding		-		-		-		-		-			-

Fair value of the finder’s warrants granted is measured using the Black-Scholes pricing model. Black-Scholes 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. There were no warrants issued for the years ended December 31, 2024 and 2023.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

11. GENERAL AND ADMINISTRATIVE EXPENSES

**** SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES

	2024	2023	2022

Bank service charges
Filing and registration fees
Insurance
Office maintenance
Payroll
Regulatory fees
Rent
Travel
Warranty expense
General and administrative expenses

All values are in US Dollars.

12. RELATED PARTY TRANSACTIONS AND BALANCES

For the years ended December 31, 2024, 2023 and 2022, the Company recorded the following transactions with related parties:

a)	$15,100 in office rent (2023 – $6,000 and 2022-$6,000) to a company controlled by the Chief Technology Officer of the Company.
b)	$12,000 in office rent (2023 – $12,000 and 2022-$9,000) to a company controlled by the Chief Financial Officer of the Company.
c)	$317,978 for analyser quality control services (2023 - $231,393 and 2022- $Nil) to a company controlled by the Chief Technology Officer of the Company.

Related party transactions not otherwise described in the consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:

SCHEDULE OF RELATED PARTY TRANSACTIONS

Type of transaction	2024	2023	2022

Consulting fees
Management fees
Professional fees
Share-based compensation
Related<br> party transactions

All values are in US Dollars.

At December 31, 2024, there were no amounts due to related parties (December 31, 2023 - $nil).

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

13. CAPITAL DISCLOSURES

The Company includes Common shares, Options reserve and Warrants reserve in the definition of capital net of share issue costs. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company intends to issue additional equity at such time when funds are needed and the market conditions become favorable to the Company. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.

The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year ended December 31, 2024.

14. SEGMENTED INFORMATION

At December 31, 2024 and 2023, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.

Revenue from the major customer was $4,658,395 during the year ended December 31, 2024 (2023 - $3,484,247 and 2022- $1,768,374). The major customer purchases goods and services from the Company’s only segment HealthTab™ - Point of Care Business. The agreement with the major customer expired on March 31, 2025. The loss of this major customer will significantly impact the Company’s future revenue and financial position, unless additional revenue sources are secured in a timely manner

15. SUPPLEMENTAL CASH FLOW INFORMATION

There were no non-cash transactions during the year ended December 31, 2024, 2023 and 2022.

16. INCOME TAXES

The following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2024, 2023 and 2022:

**** SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSES (RECOVERY)



Loss for the year	)	)	)
Expected income tax recovery (27%)	)	)	)
Change in statutory, foreign tax, foreign exchange rates and other	)	)	)
Permanent differences and other
Share issue cost			)
Change in unrecognized deductible temporary differences
Total income tax expense (recovery)

All values are in US Dollars.

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

16.	INCOME TAXES (continued)

The significant components of the Company’s deferred tax assets are as follows:

SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSET AND LIABILITIES



Share issue costs
Property and equipment
Intangible asset
Non-capital losses
Total
Unrecognized deferred tax assets	)	)	)
Deferred income tax asset (liability)

All values are in US Dollars.

17. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s financial instruments include cash and cash equivalents, term deposit, 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.

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 and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The Company does not have financial assets that are invested in asset-backed commercial paper.

The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for expected credit losses based on the credit risk applicable to particular customers and historical data.

Approximately 97% of trade receivables are due from one customer at December 31, 2024 (December 31, 2023 – 99% from one customer).

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Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024, 2023 and 2022

(Expressed in Canadian Dollars)

17.	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
b)	Liquidity risk
---	---

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Liquidity risk has been assessed as moderate.

Contractual undiscounted cash flow requirements for financial liabilities as at December 31, 2024 are as follows:

SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOW FINANCIAL LIABILITIES

	Carrying<br> value	Contractual<br> Cash flows	Within 1 year	1 - 5 Years

Trade accounts payable
Total<br> financial liabilities

All values are in US Dollars.

c)	Market risk

Market risk for the Company consists of currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposure within acceptable limits, while maximizing returns.

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. As all of the Company’s purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.

Interest rate risk

Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at fixed interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.

d)	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 accounts receivable, accounts payable, and loans 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.

18. REVENUE

Revenues earned are comprised of lease and service of $2,333,604 (2023 –$1,579,905 and 2022- 222,406) for the year ended December 31, 2024 and sale of products of $2,452,107 (2023 –$1,905,242 and 2022- $1,545,968). For the years ended December 31, 2024, 2023 and 2022, the Company had one major customer from whom revenues are earned. Please refer to note 14 to this financial statement for the details regarding revenue from the major customer.

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Exhibit2

AvricoreHealth Inc.

Management’sDiscussion & Analysis

For the year ended

December 31, 2024

AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the year ended December 31, 2024 is prepared as of April 30, 2025. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2024 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).

FORWARDLOOKING STATEMENTS

ThisMD&A contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-lookingstatements. These forward-looking statements relate to, among other things, revenue, earnings, changes in cost and expenses, capitalexpenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictivein 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 characterizationsof future events or circumstances are forward-looking statements. These statements are not historical facts but instead represent onlyAvricore’s expectations, estimates and projections regarding future events.

Althoughthe Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guaranteesof future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placedon such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materiallyfrom those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from thoseexpressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referredto in the body of this MD&A, in the press release announcing the Company’s financial results, and in Avricore’s annualfinancial statements and the notes thereto. These documents are available at www.sedarplus.ca.

Theforward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to changeafter such date. Except as required by law, Avricore does not undertake any obligation to update or revise any forward-looking statementsmade or incorporated in this MD&A, whether as a result of new information, future events or otherwise.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

OVERVIEW

Avricore Health is focused on acquiring and developing early-stage technologies aimed at advancing pharmacy practice and patient care. Through our flagship offering HealthTab™ (a wholly owned subsidiary), we provide a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients.

The HealthTab™ platform effectively transforms pharmacies into community point-of-care diagnostic centers. HealthTab™ enables pharmacists to take on a greater role in primary health services and direct patient care. By capitalizing on the rapidly growing point-of-care testing market. HealthTab™ improves the quality of life for patients living with chronic illness and supports lifesaving early interventions by healthcare professionals.

The Company continues to achieve significant milestones as it positions itself for long-term growth and sustainable success. Through a combination of strategic geographic expansion, innovative product offerings, and strong financial performance, the Company has demonstrated its commitment to delivering value for shareholders.

POSTCOVID-19 ENVIRONMENT

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. Five years later the pandemic’s aftershocks continue to impact the environment in which the Company operates.

One positive outcome from the pandemic is the increased focus on real world evaluations and rapid point-of-care testing (POCT) which has brought increased attention to HealthTab™. While continuing HealthTab’s™ primary focus on general health screening it has also been adapted to support virological testing.

In 2024, it is estimated over 6 million Canadians do not have access to a family doctor, and only 29% of those who can are able to access them in a timely manner. This challenge is expected to get worse, as 29% of family doctors are planning on retiring or changing careers in the next 12 – 36 months. In the UK, only 25% of practicing physicians are GP’s, meaning on average each family doctor is expected to support almost 2,300 patients.

Pharmacy is playing a critical role in filling the gaps that have been created and in reducing healthcare expenses. By integrating a highly effective point-of-care diagnostic platform into widely-accessible community pharmacy practice settings it provides quicker clinical decision-making, identifies patients in critical need of care, reduces care management time and facilitates a closer, more impactful patient-pharmacist relationship.

HEALTHTAB™– KEY DEVELOPMENTS

FinancialHighlights:

●	In<br> the year ended December 31, 2024 revenue increased by 37% year over year to $4,785,711 and<br> gross profit increased by 56% to $1,880,287.
●	In<br> the three months ended December 31, 2024 revenue increased by 5% year over year to $1,421,076<br> and gross profit increased by 18% to $589,930.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

GrowthStrategy 2025 and Beyond:

Recently, the Company announced 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.

With operations in the Shoppers Drug Mart locations in Canada having concluded as of March 31, 2025, this allows for the redeployment of devices in Canada and the UK. This transition enhances resource efficiency and reduces upfront capital requirements for expanded device deployment.

Because the Company expects devices to be redeployed to new locations in Canada and the UK, management estimates that the Company will not require investment in new devices for the next 12 to 18 months. It also expects cash-on-hand, expected future cash inflows from revenues, and cash savings from redeployment of devices estimated to be sufficient to finance working capital for the next 12 to 18 months.

UKMarket Opportunity

The timing of the Company’s strategic efforts is driven by unprecedented UK government investment in UK pharmacy services:

●	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 disease like cardiovascular disease. (source) Government<br> also clearly intimating that point-of-care screening, as this will be required to meet this<br> new pharmacy services practice.
●	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)

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

InitialUK Expansion and Implementation

The Company’s first HealthTab™ UK deployment in North East London pharmacies targets an area with significant cardiovascular disease burden and demonstrates the HealthTab™ platform’s potential for rapid scaling:

●	In<br> November 2024 the Company announced the first cholesterol testing location in North East<br> London.
●	HealthTab™<br> is partnered with UCL Partners, an academic health science centre located in London, England.<br> It is the largest academic health science centre in the world, treats more than 1.5 million<br> patients each year, has a combined annual turnover of around £2 billion and includes<br> 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.
●	HealthTab™<br> enjoys strong support from local health authorities and pharmacy leadership.
●	Cholesterol<br> testing will expand to additional pharmacies in the coming months.

Avricore’s HealthTab™ platform has been selected by a collaborative effort involving Barts Heart Centre, UCL Partners and HEART UK to assess the feasibility of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation. The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative. With NHS England allocating £645 million (approx. $1.1 billion CAD) to increase access to primary care in community pharmacy, HealthTab™ will support pharmacists in delivering vital support for chronic diseases. With many of the initial targets set by the NHS to expire in March 2025, timing aligns well with this initiative to be included in the next phases of funding and objective setting.

Recently, the British Medical Journal conducted a comprehensive review of point-of-care devices used within the UK, noting that two-thirds fail to meet standards. The project lead for the NE London Initiative HealthTab was selected for was invited to offer comment on this in the Pharmaceutical Journal as the project’s prominence and leadership in this area were noted for utilizing best practices to ensure the highest standards, read the article here.

The reseller agreement between HealthTab™ Inc. and Abbott Rapid Diagnostics Limited UK & Ireland provides a foundation for HealthTab™ to purchase and distribute the Afinion™ 2 and associated tests for diabetes and heart disease screening in community pharmacies in the United Kingdom.

Continuingand 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.
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●	The<br> next steps with Rexall will be to deploy to a minimum of 20 other locations spread out between<br> stores in Alberta and Ontario. After each deployment, the teams will collaborate to assess<br> deployment workflow, refine processes and identify further deployment opportunities based<br> on patient and pharmacist feedback.
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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

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7 HealthTab™ systems were operating in Rexall stores including as of September 30, 2024; 3 in Ontario and 4 in Alberta. Subsequent to September 30, 2024, an additional 2 systems commenced operating at Rexall Stores in Ontario.

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Avricore has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s HealthTab™ platform. The collaboration aims to improve diabetes management for patients and pharmacists in Canada by linking daily blood glucose testing data to the patient’s HealthTab™ account. This integration provides a more comprehensive health data tool for combating diabetes. Ongoing efforts to encourage patient engagement are active. Ascensia Diabetes Care is a global company focused on supporting people with diabetes and is a subsidiary of PHC Holdings Corporation.

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CanadianHealthcare Environment:

●	On<br> January 10, 2025, Canada’s Health Minister released an interpretation letter to provincial<br> and territorial health plans noting that under the Canada Health Act, primary care provided<br> by pharmacists, midwives and nurse practitioners can be covered by public insurance.<br> This significant shift means not only more access to primary care without out-of-pocket expenses,<br> but it provides a clearer format for provinces and territories considering expanding the<br> scope of pharmacists and funding them that ensures the spirit and intent of the Canada Health<br> Act is maintained. There is a deadline of April 1, 2026, listed as when each jurisdiction<br> is to have a framework ready to implement. (source)
●	The<br> innovative practice of pharmacist-led primary healthcare clinics is expected to expand in<br> Canada, as provinces struggle to meet the health care needs of their residents and recruit<br> more family physicians. The program’s primary focus is to screen patients at-risk for<br> diabetes and cardiovascular disease. On March 28^th^, 2023, the Government of Canada<br> tabled its budget for the year ahead, including a 10-year funding agreement with the Nation’s<br> provinces to increase healthcare funding. That new funding approach was novel for the fact<br> that each province has specific agreements in place, opposed to the more traditional generalized<br> formula, which spent less in early intervention and prevention of disease. This approach<br> is expected to bring substantial innovations related to healthcare data and new healthcare<br> service delivery models, as the provinces agreed to make changes to rules and practices which<br> have limited data-flow optimization and healthcare access.
●	The<br> Canadian Medical Association expressed support for many of the initiatives on March 30^th^,<br> 2023, in relation to the healthcare agreement and encouraged government to institute recommendations<br> from the Addressing Canada’s Health Workforce Crisis report from the Standing<br> Committee on Health. One of the key items they pointed to was “…optimizing scopes of practice for health professionals…”.
●	Most<br> provinces have already begun expanding the scope of practice of their pharmacists, with 7<br> provinces allowing these healthcare professionals to prescribe for minor ailments and 8 provinces<br> either allowing or will soon allow them to order and interpret lab results. HealthTab™<br> is uniquely situated to support the expanding scope of pharmacy practice.
●	As<br> of July 1^st^, 2022, the Government of Ontario brought into effect an expanded scope<br> of practice for community pharmacists in the province, joining Alberta in this growing and<br> increasingly popular approach. This includes limited prescribing for minor ailments, as well<br> as the ability to perform certain point-of-care tests to assist patients with managing chronic<br> disease. Approved tests include glucose, HbA1c and lipids, all of which HealthTab™<br> currently offers with the Abbott Afinion 2™. Also announced as part of this plan in<br> Ontario, is a second stage of scope modifications, which began on January 1, 2023. This stage<br> allows for limited prescribing for minor ailments and certain prescription renewals, further<br> enhancing the value of community pharmacy in direct patient care.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

●	These<br> changes, and increasing demand, means Canadian pharmacy business is rapidly evolving before<br> our eyes, from being product focused to care service focused. At $51.4 billion, the industry<br> already represents a significant impact on healthcare, and the anticipated increase in funding<br> and new service offerings, including point-of-care testing, will mean this practice will<br> play an even more impactful role going forward.
●	The<br> 2023 “tripledemic” (Flu, RSV and Covid) strained the Canadian healthcare system<br> beyond its breaking point, and 2024 has proven scientists’ concerns about communicable<br> infections have materialized. Pharmacy will play a key a role in these battles and confirmed<br> tests results means faster responses, better treatment and less spread of these infectious<br> diseases.
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●	While<br> flu season strains pharmacies’ capacity for chronic disease screening and management,<br> having the ID Now™ means HealthTab™ can support pharmacies with confirmed molecular<br> testing for virus detection during these critical months of the year and diversify the Company’s<br> revenues.
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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.

●	Developed<br> a unique quality assurance program with a third-part reference laboratory to offer HealthTab™<br> pharmacies industry leading validation for point-of-care instruments and test consumables.
●	Expanding<br> capabilities, signing of a non-exclusive, pilot supplier distribution agreement in Canada<br> between HealthTab™ Inc., and Abbott, with respect to the handheld blood chemistry analyzer,<br> i-STAT Alinity. The agreement allows HealthTab™ to now also distribute Abbott’s<br> novel point-of-care i-STAT Alinity and its associated tests for creatinine in Canadian pharmacies<br> to better support patients with important information about their renal function.
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●	Expanding<br> capabilities, amendment to the Distribution Agreement adds Abbott’s popular ID NOW™<br> molecular testing device which will add onsite testing and reporting capabilities for SARS-CoV-2<br> as well as Respiratory Syncytial Virus (RSV), Influenza A & B and Streptococcus –<br> a powerful combination for detecting infections before they spread.
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●	Developing<br> new pilot programs with national pharmacy chains,
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●	Continuing<br> to negotiate new and novel POC diagnostic device integrations to strategically expand the<br> HealthTab™ testing menu.
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●	Refining<br> HealthTab™’s de-centralized clinical trials capabilities to make actionable and<br> to monetize de-identified data associated with high-value Real-World Evaluation (RWE).
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●	Moving<br> forward with negotiations across several target demographics, domestically and internationally,<br> with pharmacies, life-science companies, host-locations, and Clinical Research Organizations<br> (CRO).
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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

HealthTab™ is a cloud-based network technology that enables the world’s first harmonized, real-time response system where consumers receive a finger-stick blood test at their local pharmacy via a web-enabled clinical grade blood chemistry analyzer. These results are available in 12 minutes. Consumers’ biomarkers, which include key results related to heart, liver and kidney function, are received via secure login which they can then use to better understand their health performance and share with their healthcare team for evidence-based decision making. This one-of-a-kind real-time reporting system opens the door to improved preventative healthcare in public and private health systems.

De-identified data collected, with consumer consent across the HealthTab™ network of analyzers, can be shared with life-science companies and other research entities including the clinical research industry. The traditional clinical trial approach can be limited in the scope of time, demographical outreach, and other inherent exclusionary attributes. HealthTab™ presents a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and real-world evaluation clinical trials.

It is clear that patients and healthcare providers are increasingly leveraging vast amounts of patient data, including clinical histories, genetic information, and real-time monitoring data, to make more informed and personalized decisions. This data-driven approach enhances diagnostic accuracy, tailors treatment plans, and improves overall patient outcomes.

Despite this trend, currently, only about 3% of the health data generated globally is actively utilized in patient care. This means that a staggering 97% of health data goes unused. Despite the enormous volume of health data produced, challenges such as data privacy concerns, lack of interoperability, and insufficient data governance frameworks significantly limit its application in clinical settings. Improving the utilization of this data could revolutionize patient care by enabling more personalized treatments, early disease detection, and better health outcomes overall. (source / source).

This opportunity is being addressed by HealthTab by bringing real-time data generation together with machine-driven insights and automated dissemination into the pharmacy, driving data utilization.

HealthTab™ is being embraced as it is provides a secure real-time digital pathway to deploy and manage point-of-care testing in the pharmacy and community setting where it offers the reliability, accuracy and flexibility the sector needs. The Company sees increasing demand due to public policy changes and shifts in healthcare globally, and with a proven track record now established, HealthTab™ is best positioned to capitalize on this opportunity.

FullyIntegrated Patient Health Records

The Company is being engaged in discussions for the integration of HealthTab™ into the electronic medical records and pharmacy management systems within Canada and international markets in order to solve for the data-silos which are commonplace, making the user-experience better for patient and providers, as well as supporting research opportunities.

HealthTab™’s application programming interface (API) integration capabilities make it ideal to achieve an industry first, where a consumer’s test results can be directly linked to an electronic medical record as well as a patient’s personal health record, for real-time responses and smooth integration across the multiple platforms a health provider will use.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

CommunityPharmacy Sector

In an era of rapid change in health care delivery, community pharmacy practice models and community pharmacy business models are both experiencing significant evolution in focus and daunting challenges to be met. We strongly believe that Avricore is a game-changing catalyst for community pharmacy to meet their practice and business challenges and increasingly focus on patient-centred cognitive services with attendant point-of-care testing in the future. Avricore is focused on expanding and further deploying its HealthTab™ and to best meet the current community pharmacy sector’s needs.

OurJourney So Far

2019- Refocused the Company on HealthTab™ with the RASTR approach, emphasizing data generation and better patient outcomes. Began discussions with onsite testing and secured a tentative agreement. Faced financial challenges but placed new finance team in place 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.

2024- Anticipating growth in Canada with existing and new pharmacy partners, alongside increased collaboration and funding opportunities. Positioned for significant growth in the UK, driven by national investments in pharmacy services and a strategic shift toward the UK and Europe for market expansion.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

KeyStrategic Inputs - How we’ve developed a winning strategy

Market Research and Analysis:
	●	Identified<br> and constantly evaluated the current state of digital healthcare technology and POCT in pharmacies.
	●	Understood<br> the regulatory environment and compliance requirements.
	●	Analyzed<br> competitors and their offerings.
Identify 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 and Training:
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	●	Developed<br> comprehensive training programs for pharmacy teams.
	●	Developed<br> educational insights within HealthTab™ to enhance user experience.
Regulatory Compliance:
	●	Updated<br> on healthcare regulations and compliance standards.
	●	Ensured<br> that HealthTab™, instruments and tests met all necessary regulatory requirements.
Strategic Partnerships:
	●	Sought<br> partnerships to enhance our offering.
	●	Focused<br> on collaborative interoperability.
Marketing and Promotion:
	●	Tested<br> messaging approaches.
	●	Worked<br> with partners to develop end-user messaging through various approaches and iterations.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

Data Security and Privacy:<br><br> <br>****
	●	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 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 Analysis:
	●	Provided<br> a clear cost-benefit analysis to showcase the financial advantages of implementing digital healthcare technology and POCT in pharmacies.
User 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 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.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

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.

	2024			2023			2022
Total revenue	$	4,785,711		$	3,485,147		$	1,768,374
Loss from operations	$	(668,977	)	$	(701,215	)	$	(818,228	)
Loss per share – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)
Total assets	$	2,298,544		$	2,538,205		$	2,568,983
Total current liabilities ^(1)^	$	330,817		$	529,218		$	604,893
Total non-current financial liabilities		Nil			Nil			Nil

(1)	2022<br> Current liabilities include deferred revenue of $252,000 for which the Company completed<br> delivery in Q1 2023.

QUARTERLYFINANCIAL INFORMATION

The following table highlights selected unaudited 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

Revenue	1,421,076		1,195,122		1,045,206	1,124,307	1,354,403		953,454		548,049
Gross profit	589,930		434,791		370,775	484,791	501,466		261,778		229,471
Share-based <br> compensation	174,013		338,089		1,598	27,464	142,765		304,328		168,518
Comprehensive income (loss)	(712,521	)	(179,065	)	54,022	168,537	59,584		(285,062	)	(284,225	)	)
Net profit (loss)/share	(0.01	)	(0.00	)	0.00	0.00	(0.00	)	(0.00	)	(0.00	)	)
Total Assets	2,298,544		3,024,103		2,618,384	2,798,058	2,538,205		2,453,136		2,143,810

All values are in US Dollars.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

RESULTSOF OPERATIONS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2024 and 2023

	Three months ended<br> <br>December 31					Twelve months ended<br> <br>December 31
	2024			2023		2024			2023
Revenue	$	1,421,076		$	1,354,403	$	4,785,711		$	3,485,147
% Change - year over year		5	%				37	%
Gross profit	$	589,930		$	501,466	$	1,880,287		$	1,203,396
% Change - year over year		18	%				56	%

The Company recorded a comprehensive loss of $669,024 for the year ended December 31, 2024 (2023 - $701,215).

Significant changes are as follows:

●	Revenue<br> increased to $4,785,711 (2023 - $3,485,147) a 37% increase due to an increase in HealthTab™<br> systems deployed and tests sold. Gross profit amounted to $1,880,287 (2023 – $1,203,396)<br> a 56% increase. Gross margin for the year was 39% (2023 - 35%) outperforming the Company’s<br> target margin of 30%.
●	Recognized<br> impairment of equipment of $772,174 (2023 - $Nil). With operations in the Shoppers Drug Mart<br> locations in Canada having concluded as of March 31, 2025 the Company recognized an impairment<br> of system analyzers and system hardware that are currently not deployed. When the equipment<br> is redeployed in future periods the impairment loss will be reversed and recognized in income.
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●	Share-based<br> compensation of $541,164 (2023 - $703,612) was recognized for stock options granted, vested,<br> and repriced during the period.
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●	Consulting<br> fees increased to $276,000 (2023 - $236,117) due to more consultants engaged compared to<br> the previous year.
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●	General<br> and administrative expenses increased to $409,398 (2023 - $339,369) mainly due to increase<br> in travel expenses.
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●	Shareholder<br> communications expense decreased to $49,932 (2023 - $112,234) due to reduced campaigning<br> compared to previous year.
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●	Professional<br> fees decreased to $255,655 (2023 – 285,935) due to the timing of invoicing of audit<br> fees.
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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

RESULTSOF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

●	The<br> Company incurred comprehensive loss of $712,518 for the three months ended December 31, 2024<br> (2023 – profit of $59,584).

Significant changes are as follows:

●	Revenue<br> increased to $1,421,076 (2023 - $1,354,403) a 5% increase, due to an increase in HealthTab™<br> systems deployed and tests sold. Gross profit increased to $589,949 (2023 – $501,466)<br> a 18% increase. Gross margin for the year was 42% (2023- 37%) outperforming the Company’s<br> target margin of 30%.
●	Recorded<br> impairment of equipment of $772,174 (2023 - $Nil). With operations in the Shoppers Drug Mart<br> locations in Canada having concluded as of March 31, 2025 the Company recognized an impairment<br> of system analyzers and system hardware that are currently not deployed. When the equipment<br> is redeployed in future periods the impairment loss will be reversed and recognized in income.
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●	Cost<br> of sales decreased to $718,854 (2023 – $721,047) due to operational efficiency.
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●	Share-based<br> compensation of $174,013 (2023 - $142,765) was recognized for stock options granted, vested,<br> and repriced during the period.
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●	Consulting<br> fees increased to $84,000 (2023 - $54,000) due to more consultants engaged compared to the<br> previous year.
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LIQUIDITYAND 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.

Cashflows

Sources and Uses of Cash:	Year ended December 31,
	2024		2023

Cash provided by operating activities
Cash used in investing activities		)		)
Cash provided by financing activities
Cash and Cash Equivalents, closing balance

All values are in US Dollars.

There is an overall cash inflow of $855,868 for the year ended December 31, 2024 compared to the cash outflow of $343,956 in the comparable period in 2023.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

FundingRequirements

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™,
●	the<br> size, cost and effectiveness of our sales and marketing programs, distribution and marketing<br> arrangements,
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●	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.
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●	the<br> ability of the Company to raise capital through the issuance of its securities.
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As at December 31, 2024, the Company had a working capital of $1,252,139 (December 31, 2023 – $244,343) and $419,587 (December 31, 2023 - $427,689) in accounts receivable.

RELATEDPARTY TRANSACTIONS

For the years ended December 31, 2024 and 2023, the Company recorded the following transactions with related parties:

a)	$15,100<br> in office rent (2023 – $6,000) to a company controlled by the Chief Technology Officer<br> of the Company.
b)	$12,000<br> in office rent (2023 – $12,000) to a company controlled by the Chief Financial Officer<br> of the Company.
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c)	$317,978<br> worth of purchases (2023 - $231,393) to a company controlled by the Chief Technology Officer<br> of the Company.
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Type of transaction	2024	2023

Consulting fees
Management fees
Professional fees
Share-based compensation

All values are in US Dollars.

At December 31, 2024, there were no amounts due to a company controlled by the Chief Technology Officer for the services availed (December 31, 2023 - $nil).

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

DISCLOSUREOF OUTSTANDING SHARE DATA

The following table summarizes the Company’s outstanding share capital as at report date:

Common Shares	101,289,664
Stock Options	12,250,000
Warrants	-

COMMITMENTSAND AGREEMENTS

Loanspayable

FINANCIALINSTRUMENTS AND RISKS

OperationalRisk Factors

LimitedOperating 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.

Goingconcern

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 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.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

Developmentof 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.

Dependenceon 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.

FinancialInstruments 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.

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.

Creditrisk

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 and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The cash equivalent is composed of a guaranteed investment certificate and is issued by a Canadian bank with high investment-grade ratings. 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 97% of trade receivables are due from one customer at December 31, 2024 (December 31, 2023 – 99% from one customer).

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

Liquidityrisk

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 December 31, 2024, the Company’s liabilities $330,817 (December 31, 2023 - $529,218) were comprised of accounts payable $330,817 (December 31, 2023 – 489,218), and loans payable $Nil (December 31, 2023 – $40,000).

Currencyrisk

Interestrate 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.

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AvricoreHealth Inc.

Management’s Discussion and Analysis

as of April 30 2025

OFF-BALANCESHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements, which would require disclosure.

CONTACT

CONTACT
Officers and Directors	Contact
Hector<br> Bremner, CEO, Director	Avricore<br> Health Inc.
Rodger<br> Seccombe, CTO, Director	Suite<br> 1120 - 789 West Pender St.
	Vancouver,<br> BC V6C 1H2
Kiki<br> Smith, CFO
David<br> Hall, Chairman	Tel:<br> 604 773-8943
Alan<br> Arnstein, Director
Christine<br> Hrudka, Director
Dr.<br> Robert Sindelar, Director
Thomas<br> Teahen, Director

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Exhibit 3

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Hector Bremner, CEO of Avricore HealthInc., certify the following:

1.	Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Avricore Health Inc. for the financial year ended December 31, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Dated: April 30, 2025

“Hector Bremner”
Hector Bremner, 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 and other procedures designed to provide reasonable assurance that information required to be<br>disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,<br>processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation<br>of financial statements for external purposes in accordance with the issuer’s GAAP.
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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 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Kiki Smith, CFO of Avricore HealthInc., certify the following:

1.	Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Avricore Health Inc. for the financial year ended December 31, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Dated: April 30, 2025

“Kiki Smith”
Kiki Smith, CFO

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be<br>disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,<br>processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation<br>of financial statements for external purposes in accordance with the issuer’s GAAP.
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Exhibit 5

Exhibit7

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