20-F - AVCRF - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

20-F

(MarkOne)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended December 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of Event requiring this shell company report _____________

For

the transition period from ___________________ to ______________________

Commission

file number: 000-51848

AVRICORE

HEALTH INC.

(Exactname of Registrant as specified in its charter)

Not

applicable

(Translationof Company’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

1120 – 789 West Pender Street, Vancouver British Columbia,

V6C1H2

Contact person: Hector Bremner, Phone: (604) 773-8943 Email hector.bremner@avricorehealth.com

(Addressof principal executive offices)

Securities

registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Not<br> Applicable	Not<br> Applicable

Securities

registered or to be registered pursuant to Section 12(g) of the Act.

Common

Shares Without Par Value

(Titleof Class)

Securities

for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Titleof Class)

Indicate

the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. December 31, 2022 - 99,244,664.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Yes ☐ No ☒

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-Accelerated filer ☒ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards as issued	Other ☐
	by the International Accounting<br> Standards Board ☒

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Company has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

The

information set forth in this Annual Report on Form 20-F is as at December 31, 2022 unless an earlier or later date is indicated.

FORM

20-F ANNUAL REPORT

TABLE

OF CONTENTS

PART I	2
ITEM 1. IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS	2
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	2
ITEM 3. KEY INFORMATION	2
ITEM 4. INFORMATION ON THE COMPANY	6
Item<br> 4A Unresolved Staff Comments	13
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	13
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	16
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	24
ITEM 8. FINANCIAL INFORMATION	26
ITEM 9. THE OFFER AND LISTING	27
ITEM 10. ADDITIONAL INFORMATION	29
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	38
PART II	39
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	39
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	39
ITEM 15. CONTROLS AND PROCEDURES	39
ITEM 16. RESERVED	40
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	40
ITEM 16B. CODE OF ETHICS	40
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES	41
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	42
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE COMPANY/AFFILIATED PURCHASERS	42
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	42
ITEM 16G. CORPORATE GOVERNANCE	42
ITEM 16H. MINE SAFETY DISCLOSURE	42
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PRESENT INSPECTIONS	42
PART III	43
ITEM 17. FINANCIAL STATEMENTS	43
ITEM 18. FINANCIAL STATEMENTS	43
ITEM 19. EXHIBITS	43
SIGNATURES	45

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INTRODUCTION

Nomenclature

In this Annual Report on Form 20-F, which we refer to as the “Annual Report”, except as otherwise indicated or as the context otherwise requires, the terms “Company”, “Avricore”, “we”, “our” or “us” refers to Avricore Health Inc. and its subsidiaries.

You should rely only on the information contained in this Annual Report. We have not authorized anyone to provide you with information that is different. The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.

The Company was incorporated by registration of its Memorandum and Articles under the BC Companies Act on May 30, 2000 under the name “Duft Biotech Capital Ltd.”

On November 13, 2003, the Company acquired the assets of ALDA Pharmaceuticals Inc. (“API”), a private company founded in 1996.

On November 26, 2003 the Company changed its name to ALDA Pharmaceuticals Corp. (“the Company”). The Company is still a British Columbia, Canada, company.

Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value. There are no Indentures or Agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights.

On July 24, 2013 the Company changed its name to NUVA Pharmaceuticals Inc. (“the Company”). The Company is still a British Columbia, Canada, company.

On July 28, 2014 the Company changed its name to VANC Pharmaceuticals Inc. (“the Company”). The Company is still a British Columbia, Canada, company.

On December 28, 2017, the Company completed the acquisition of all the common shares of HealthTab Inc. (“HealthTab”), a private company. HealthTab’s primary asset is intellectual property and certain trademarks and web domains related to the design of the HealthTab^TM^ system, being a lab-accurate, point of care testing platform.

On November 5, 2018 the Company changed its name to Avricore Health Inc. (the “Company”). The Company is still a British Columbia, Canada, company.

BUSINESS

OF AVRICORE HEALTH INC.

Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™ (a wholly owned subsidiary), it provides a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients.

FINANCIAL

AND OTHER INFORMATION

The Company’s reporting currency and domestic currency is Canadian Dollars. In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

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OPERATING

AND FINANCIAL REVIEW AND PROSPECTS

This Annual Report on Form 20-F contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, principally in ITEM #4, “Information on the Company” and ITEM #5, “Operating and Financial Review of Prospects”. These statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. In particular, these include statements about the Company’s strategy for growth, future performance or results of current sales and production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings and intellectual property issues.

Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Annual Report under ITEM #3, “Key Information, Risk Factors” and factors described in documents that the Company may furnish from time to time to the Securities and Exchange Commission. The Company undertakes no obligation to update publicly or revise any forward-looking statements because of new information.

Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity, achievements or financial condition.

MEASUREMENT

INFORMATION

Canada uses the metric measurement system and all of the measures used by the Company adhere to the standards of the metric system.

PART

ITEM

IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM

KEY INFORMATION

3.A.1.[Reserved]

3.B.Capitalization and Indebtedness

Not applicable.

3.C.Reasons for the Offer and Use of Proceeds

Not applicable.

3.D.Risk Factors

Riskspertaining to the Company:

TheCompany’s limited operating history makes it difficult to evaluate the Company’s current business and forecast future results.

Since its inception, the Company has had limited revenues and has experienced significant operating losses each year. These losses are due to substantial expenditures on intellectual property protection, product development and product testing of commercial and consumer infection control product and pre-clinical testing for registration of a number of therapeutic products and over-the-counter (OTC) pharmaceutical products with Health Canada and the FDA. Sales of T^3^6^®^ Antiseptic Hand Sanitizer products were discontinued in the year ended December 31, 2012. During the year ended December 31, 2019, the Company discontinued its over-the-counter (OTC) pharmaceutical products business. The Company has changed its direction, and its current operations consist of developing and implementing its HealthTab™ point-of-care technology (POCT). Currently the Company is engaged in the rollout of the HealthTab™ point-of-care testing platform to 532 Shoppers Drug Mart and affiliated Loblaws locations nation-wide. As a result, future sales of the Company’s products are difficult to predict.

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TheCompany has commenced generating operating cash flow, however failure to generate sufficient revenues and cash flow in the future couldcause the Company to go out of business.

The Company has no history of pre-tax profit and in the previous four years has had only limited annual revenues for each of the years it has been operating. The Company sustained operating losses for each of its fiscal years and has sustained significant accumulated operating losses. The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. Based upon current plans to introduce HealthTab™ into new markets in Canada and internationally, maintain the Company’s public listing on the TSX-Venture Exchange (the “Exchange”) and support the continued registration of its securities in the US, the Company may incur operating losses in future periods. These losses will occur because there are continuing expenses associated with the roll out of the Company’s HealthTab™ network, legal and accounting fees, the maintenance of its public listing and other expenses associated with running an operating business. Even if the Company becomes operationally profitable, the Company will need to raise significant amounts of new funding to expand these activities. Also, the Company may not be successful in generating significant revenues in the future. At the time of this report, the Company has sufficient funds to continue the roll out of its HealthTab™ network but it may be unable to do so without securing further financing. The Company may not be successful in generating revenues or raising capital in the future. Failure to generate revenues or raise capital could cause the Company to cease operations,

Ifthe Company raises further funds through equity issuances, the price of its securities could decrease due to the dilution caused by thesale of additional shares.

Additional funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company’s current shareholders to experience dilution and possibly lower the trading price of its shares. Such securities may grant rights, preferences or privileges senior to those of the Company’s common shareholders.

TheCompany has issued a limited number of shares out of its authorized capital of an unlimited number of common shares, which could be dilutiveand negatively affect the share price.

Having an unlimited number of authorized but unissued common shares could allow the Company’s Directors and Officers to issue a large number of shares without shareholder approval, leading to significant dilution of current shareholders and possible lowering of the share price.

TheCompany could enter into debt obligations and not have the funds to repay these obligations.

The Company does not have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain covenants, which would restrict the Company’s operations. The Company might not be able to repay indebtedness.

TheCompany could enter into contractual obligations and not have the funds to pay for these obligations.

The Company does not have any contractual restrictions on its ability to enter into binding agreements and, accordingly, the Company could incur significant obligations to third parties including financial obligations. Any such obligations could restrict the Company’s operations and the Company might not be able to pay for its commitments. If the Company cannot meet its commitments, legal action could be taken against the Company. Any such actions could further restrict the Company’s ability to conduct its business or could cause the Company to go out of business.

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TheCompany’s information technology systems are susceptible to certain risks, including cyber security breaches, which could adverselyimpact the Company’s operations and financial condition.

The Company’s operations involve information technology systems that process, transmit and store information about our suppliers, customers, employees, and financial information. These systems face threats including telecommunication failures, natural disasters, and cyber security threats, including computer viruses, unauthorized access to our systems, and other security issues. While the Company has implemented security measures to protect these systems, such threats change and evolve almost daily. There is no guarantee these actions will secure the information systems against all threats and vulnerabilities. The compromise or failure of these information systems could have a negative effect on the Company’s operations and financial condition.

Asthe Company is a Canadian company, it may be difficult for U.S. shareholders of the Company to effect service on the Company or to realizeon judgments obtained in the United States.

The Company is a Canadian corporation. All of its directors and officers are residents of Canada and a significant part of its assets are, or will be, located outside of the United States. As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon the Company, directors, officers or experts who are not residents of the United States, or to realize in the United States judgments of courts of the United States predicated upon civil liability of any of the Company, directors or officers under the United States federal securities laws. If a judgment is obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against the Company or its directors or officers, it will be difficult to enforce the judgment in the Canadian courts against the Company and any of the Company’s non-U.S. resident executive officers or directors. Accordingly, United States shareholders may be forced to bring actions against the Company and its respective directors and officers under Canadian law and in Canadian courts in order to enforce any claims that they may have against the Company or its directors and officers. Nevertheless, it may be difficult for United States shareholders to bring an original action in the Canadian courts to enforce liabilities based on the U.S. federal securities laws against the Company and any of the Company’s non-U.S. resident executive officers or directors.

TheCompany’s future performance is dependent on key personnel. The loss of the services of any of the Company’s executives orBoard of Directors could have a material adverse effect on the Company.

The Company’s performance is substantially dependent on the performance and continued efforts of the Company’s executives and its Board of Directors. The loss of the services of any of the Company’s executives or Board of Directors could have a material adverse effect on the Company’s business, results of operations and financial condition. There is no assurance that key personnel can be replaced with people with similar qualifications within a reasonable period of time. If any or all Directors resign, there is no assurance that new Directors can be found to replace any directors who resign.

TheCompany has not declared any dividends since its inception in 2000 and has no present intention of paying any cash dividends on its commonshares in the foreseeable future.

The Company has not declared any dividends since its inception in 2000 and has no present intention of paying any cash dividends on its common shares in the foreseeable future. The payment by the Company of dividends, if any, in the future, rests in the discretion of the Company’s Board of Directors and will depend, among other things, upon the Company’s earnings, its capital requirements and financial condition, as well as other relevant factors.

Thereis no assurance that the Company will be able to secure the funds needed for future development, and failure to secure such funds couldlead to a lack of opportunities for growth.

A lack of funds would also impair the Company’s ability to roll out the HealthTab™ network. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various activities and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

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Conflictsof interest may exist for Directors and Officers which may inhibit their ability to act in the best interests of the Company and itsshareholders leading to possible impairment of the Company’s ability to achieve its business objectives.

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company. Some of the directors and officers of the Company are directors and officers of other companies. The directors and officers of the Company will be required by law to act in the best interests of the Company. They will have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Company may result in a breach of their obligations to the other companies and, in certain circumstances, this could expose the Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of the Company. Such conflicting legal obligations may expose the Company to liability to others and impair its ability to achieve its business objectives.

Managementof the Company can, through their stock ownership in the Company, influence all matters requiring approval by the Company’s shareholders.

Management of the Company at the time of this report, collectively own approximately 10% of the Company’s issued and outstanding common shares at that date. These shareholders, if acting together, could significantly influence all matters requiring approval by the Company’s shareholders, including the election of directors and the approval of mergers or other business combination transactions. Management may not make decisions that will maximize shareholder value and may make decisions that will contribute to or cause the entrenchment of management.

Thevalue and transferability of the Company shares may be adversely impacted by the limited trading market for the Company’s commonshares.

The Company’s common shares are currently quoted on the TSX Venture Exchange under the symbol “AVCR” and on the OTCQB under the symbol “AVCRF”. No assurance can be given that a market for the Company’s common shares will be quoted on an exchange in the U.S. or on the Over the Counter Bulletin Board. The Company’s common shares may be subject to illiquidity and investors may not be able to sell their shares in a timely manner.

Thevalue and transferability of the Company shares may be adversely impacted by the penny stock rules.

The sale or transfer of the Company common shares by shareholders in the United States may be subject to the so-called “penny stock rules.” Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a “penny stock” (as defined in Rule 3a51-1) or effect the purchase of a penny stock by any person unless:

(a)	Such<br> sale or purchase is exempt from Rule 15g-9;
(b)	Prior<br> to the transaction the broker or dealer has (1) approved the person’s account for transaction<br> in penny stocks in accordance with Rule 15g-9, and (2) received from the person a written<br> agreement to the transaction setting forth the identity and quantity of the penny stock to<br> be purchased; and
(c)	The<br> purchaser has been provided an appropriate disclosure statement as to penny stock investment.

The SEC adopted regulations generally define a penny stock to be any equity security other than a security excluded from such definition by Rule 3a51-1. Such exemptions include, but are not limited to (1) an equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operations for at least three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000 for the preceding three years; (2) except for purposes of Section 7(b) of the Exchange Act and Rule 419, any security that has a price of $5.00 or more; and (3) a security that is authorized or approved for authorization upon notice of issuance for quotation on the NASDAQ Stock Market, Inc.’s Automated Quotation System. It is likely that the Company’s common shares, assuming a market were to develop in the US, will be subject to the regulations on penny stocks. Consequently, the market liquidity for the common shares may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company’s common shares and the ability of shareholders to sell their securities in the secondary market in the US Moreover, the Company shares may only be sold or transferred by the Company shareholders in those jurisdictions in the US in which an exemption for such “secondary trading” exists or in which the shares may have been registered.

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Thereis no guarantee that there is a market for the Company’s common shares in the United States.

Although the Company’s common shares were added to the OTC Bulletin Board System on April 20, 2009 under the symbol “APCSF”, and the Company’s common shares are currently trading on the OTCQB under the symbol “AVCRF”, trading of the Company’s shares is very limited. The Company cannot guarantee that there will be a market for the Company’s common shares in the United States or that there will any significant amount trading in the Company’s shares for the foreseeable future. The Company cannot guarantee that it will continue to maintain a listing in the United States or that it will not be found in default of existing regulations or new regulations and be suspended from trading or delisted.

RisksPertaining to the Industry

Thereis a risk of competition from alternative POCT platforms.

Although competition is currently limited competitors may emerge offering alternative platforms. The Company will be competing with companies that are potentially already entrenched in some markets or may be better funded than the Company.

Thereis a risk that the Company’s intellectual property infringes upon the rights of other companies, which could lead to reduced revenues,reduced margins due to sanctions against the Company, outright withdrawal or prohibition of products or trademarks from the market andsignificant costs for legal defense against infringement claims, re-branding of products and revised marketing materials.

The Company is unaware of any infringement claims being made against the Company or its products or processes at the time of writing. In the future, there can be no assurances that third parties will not assert infringement claims in the future or require the Company to obtain a license for the intellectual property rights of such third parties. There can be no assurance that such a license, if required, will be available on reasonable terms or at all. If the Company does not obtain such a license, it could encounter delays in the roll out of the Company’s HealthTab™ network.

ITEM

INFORMATION ON THE COMPANY

4.A.History and Development of the Company

Capital Pool Company

The Company was incorporated by registration of its Memorandum and Articles under the BC Companies Act on May 30, 2000 under the name “Duft Biotech Capital Ltd.” and was classified as a Capital Pool Company (“CPC”) on the TSX Venture Exchange. Under the policies of the TSX Venture Exchange, the principal business of a CPC is to identify and evaluate opportunities for acquisition. The completion of such an acquisition is referred to as a Qualifying Transaction. A CPC does not carry on any business other than the identification and evaluation of assets or businesses in connection with potential Qualifying Transactions, does not have business operations or assets other than seed capital and has no written or oral agreements for the acquisition of an asset or business at the time of formation.

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A “Qualifying Transaction”, pursuant to the policies of the TSX Venture Exchange, is a transaction whereby a capital pool company:

(a)	Issues<br> or proposes to issue, in consideration for the acquisition of significant assets or businesses,<br> common shares or securities convertible, exchangeable or exercisable into common shares,<br> which, if fully converted, exchanged or exercised would represent more than 25 percent of<br> its common shares issued and outstanding immediately prior to the issuance;
(b)	Enters<br> into an arrangement, amalgamation, merger or reorganization with another issuer with significant<br> assets, whereby the ratio of securities which are distributed to the security holders of<br> the capital pool company and the other issuer results in the security holders of the other<br> issuer acquiring control of the resulting entity; or
(c)	Otherwise<br> acquires significant assets other than cash.

On November 13, 2003, the Company acquired the assets of ALDA Pharmaceuticals Inc. (“API”), a private company founded in 1996.

Financings

The Company has financed its operations since inception through funds raised in a series of private placements of common shares:

Fiscal Year Ended	Nature of Share Issuance
30-Jun-2001	Private Placement @	$	0.34	294,119
30-Jun-2002	Canadian Prospectus Offering (IPO) @	$	0.68	300,000
30-Jun-2003	Broker’s Warrant Shares on Canadian Prospectus Offering (IPO) @	$	0.68	37,500
30-Jun-2004	Private Placement @	$	0.60	86,667
	Private Placement @	$	0.80	1,550,000
30-Jun-2005	Private Placement @	$	0.40	750,000
30-Jun-2006	Private Placement @	$	0.20	979,000
	Private Placement @	$	0.20	275,000
30-Jun-2007	Private Placement @	$	0.20	357,500
	Private Placement @	$	0.40	2,000,000
30-Jun-2008	Private Placement @	$	0.48	500,000
	Private Placement @	$	0.60	875,000
30-Jun-2009	N/A
30-Jun-2010	Private Placement @	$	1.00	1,500,000
30-Jun-2011	Private Placement @	$	0.40	818,750
	Private Placement @	$	0.40	500,000
30-Jun-2012	Private Placement @	$	0.40	140,000
30-Jun-2013	Private Placement @	$	0.40	2,000,000
30-Jun-2014	Private Placement @	$	0.40	937,500
30-Jun-2015	Private Placement @	$	0.60	1,901,833
Stub period ended 31-Dec-2015	N/A
31-Dec-2016	N/A
31-Dec-2017	Private Placement @	$	0.15	10,585,326
31-Dec-2018	Private Placement @	$	0.15	5,327,335
31-Dec-2019	Private Placement @	$	0.05	6,852,400
31-Dec-2019	Private Placement @	$	0.07	4,206,435
31-Dec-2020	Private Placement @	$	0.10	6,260,000
31-Dec-2021	Private Placement @	$	0.10	8,740,000
31-Dec-2021	Private Placement @	$	0.22	7,000,000

All values are in US Dollars.

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4.B.Business Overview

Operations& Principal Activities

Avricore Health Inc. is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™ (a wholly owned subsidiary), it provides a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients.

During the year ended December 31, 2019, the Company discontinued its over-the-counter (OTC) pharmaceutical products business and ceased production and sales of all generic and over-the-counter pharmaceuticals.

Avricore sees the community pharmacy as underutilized and is committed to supporting their ability to deliver innovation to modern healthcare consumers. Pharmacies face reduced revenues as a result of disruptions to the sector and regulatory changes. As a result, pharmacy owners are actively looking for innovations in service and value-added services, like HealthTab™, to support their business growth beyond the traditional dispensing model. Community pharmacy is expected to focus increasingly on cognitive services with attendant point of care testing in the future.

The Company hopes to improve health outcomes for patients and lower overall healthcare system costs in this way, bridging traditional healthcare platforms with disruptive innovations and eventually achieving the healthcare cost savings government and private payors are seeking to achieve.

This is all possible thanks to the Company’s HealthTab™ technology, which provides lab-accurate results for specific blood work within 12 minutes. Installed at the pharmacy and administered by the attending pharmacist, the patient can quickly access up to 27 bio-markers. The advantage of this innovation is that a consumer can quickly access data on their health with a simple patient assisted finger prick to share with their physician and healthcare team, track their health overtime, measure the impacts of therapies they are undertaking and screen for potential health risks.

HealthTab™ allows for these innovations to be accessed in a low barrier manner at the community pharmacy level for a balanced cost. The pharmacist is also able to benefit from this new revenue stream, build a deeper relationship with clientele and fully realize their ability to deliver lower cost healthcare support.

During the year ended December 31, 2022, the Company completed the rollout of 416 HealthTab™ systems in Shoppers Drug Mart® and Loblaw family stores including pharmacist walk-in clinics, 378 in Ontario and 23 in British Columbia, 6 in Nova Scotia, 5 in Alberta and 4 in New Brunswick. The Company was honoured to have HealthTab™ placed in the first pharmacist-led primary healthcare clinic located in Lethbridge, Alberta. Not only was this the first clinic, it was also the first system placed in a Real Canadian Superstore®, as well as its first Alberta location.

Avricore is focused on expanding and further deploying HealthTab™ to best meet the current community pharmacy sector’s needs. The Company is also in late-stage discussions with other Canadian and international major pharmacy chains, and has a strong prospect list for future expansion.

The Company promotes a cleaner and greener economy and continues to drive towards sustainability, including regular evaluations of its sourcing and shipping procedures to ensure they are environmentally friendly.

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Key developments in the later quarters of the year ended December 31, 2022 have included:

Key developments have included:

●	The<br> Company recognized revenue of $1,768,374. The Company recorded deferred revenue of $252,000,<br> for which the Company completed delivery in Q1 2023.
●	The<br> Company significantly expanded the number of Shoppers Drug Mart pharmacies offering its HealthTab™<br> point-of-care testing platform under a renewed Master Service Agreement (MSA) to 532 locations<br> nation-wide. In addition to Shoppers Drug Mart pharmacies, this new MSA and corresponding<br> Statement of Work (SOW) provided for affiliated locations under the Loblaws family of brands,<br> to utilize HealthTab™ upon request.
---	---
●	In<br> 100 of these locations, the Company has deployed Abbott’s ID Now™, either in combination<br> with the Afinion 2™ or standalone, to support virus detection and assess the demand<br> and effectiveness of infectious disease screening in community pharmacies.
---	---
●	416<br> HealthTab™ systems were operating in Shoppers Drug Mart® and Loblaw family stores<br> including pharmacist walk-in clinics as of December 31, 2022, 378 in Ontario and 23 in British<br> Columbia, 6 in Nova Scotia, 5 in Alberta and 4 in New Brunswick. The Company was honoured<br> to have HealthTab™ placed in the first pharmacist-led primary healthcare clinic located<br> in Lethbridge, Alberta. Not only was this the first clinic, it was also the first system<br> placed in a Real Canadian Superstore®, as well as its first Alberta location.
---	---
●	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> popular approach. This includes limited prescribing for minor ailments, as well as the ability<br> to perform certain point-of-care tests to assist patients with managing chronic disease.<br> Approved tests include glucose, HbA1c and lipids, all of which HealthTab™ currently<br> offers with the Abbott Afinion 2™. Also announced as part of this plan in Ontario,<br> is a second stage of scope modifications, which will begin 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.
---	---
●	These<br> changes, and increasing demand, means Canadian pharmacy business is rapidly changing before<br> our eyes, from being product focused to service focused. At $51.4 billion, the industry already<br> represents a significant impact on healthcare, and the anticipated increase in funding and<br> new service offerings, including point-of-care testing, will mean this practice will play<br> an even more impactful role going forward.
---	---
●	During<br> the pilot with Shoppers Drug Mart®, over 15,000 HealthTab™ tests were completed<br> for more than 6,900 patients. The data collected confirmed that the patients tested had a<br> high prevalence of previously undiagnosed diabetes, pre-diabetes and heart disease and significant<br> near-term risk for major health events. Almost 60 per cent of patients needed an intervention<br> to better manage their chronic disease. On average, 31 percent received a new chronic medication,<br> 28 percent required a change in their current medication, and 235 patients were newly identified<br> as diabetic. Patients also reported in post surveys that they valued receiving this information<br> from their pharmacists, and those pharmacists indicated that HealthTab™ enabled an<br> 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.
---	---
●	Signing<br> of a non-exclusive, pilot supplier distribution agreement in Canada between HealthTab™<br> Inc., and Abbott, with respect to the handheld blood chemistry analyzer, i-STAT Alinity.<br> The agreement allows HealthTab™ to distribute Abbott’s point-of-care i-STAT Alinity<br> and its associated tests for creatinine in Canadian pharmacies to better support patients<br> with important information about their renal function.
---	---
●	Amendment<br> to the Distribution Agreement adds Abbott’s popular ID NOW™ molecular testing<br> device which will add onsite testing and reporting capabilities for SARS-CoV-2 as well as<br> Respiratory Syncytial Virus (RSV), Influenza A & B and Streptococcus – a powerful<br> combination for detecting infections before they spread.
---	---

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| --- | | ● | Partnered with Ellerca Health Inc. to offer joint diabetes screening and management support. | | --- | --- | | ● | Signing of a Distribution Agreement with Abbott Rapid Diagnostics, to integrate new devices into Avricore’s HealthTab™ to expand its real-time data reporting system capabilities. | | --- | --- | | ● | Developing new pilot programs with national pharmacy chains, | | --- | --- | | ● | Continuing to negotiate new POC diagnostic device integrations to expand the HealthTab™ testing menu. | | --- | --- | | ● | Refining HealthTab™’s de-centralized clinical trials capabilities to monetize de-identified data associated with high-value Real-World Evaluation (RWE). | | --- | --- | | ● | Moving forward with negotiations across several target demographics, domestically and internationally, with life-science companies, host-locations and Clinical Research Organizations (CRO). | | --- | --- |

Key developments subsequent to December 31, 2022 have included:

●	As<br> of the date of this report 532 participating Shoppers Drug Mart® pharmacies and Loblaw<br> family stores are offering screening tests to patients via HealthTab™ systems. This<br> innovative practice in healthcare delivery is expected to expand, as provinces struggle to<br> recruit more family physicians. The program’s primary focus is to screen patients at-risk<br> for diabetes and cardiovascular disease. In-store signage and print material will let customers<br> know they are able to request HealthTab™ tests, and existing patients will be made<br> aware through direct outreach from their Shoppers Drug Mart® or Real Canadian Superstore®<br> pharmacist based on their health profile.
●	Signed<br> a new Master Service Agreement and Statement of Work with Shoppers Drug Mart pharmacies to<br> significantly expand the HealthTab point-of-care testing platform to up to 450 locations<br> nation-wide, with affiliated locations under the Loblaw family of brands being included.
---	---
●	On<br> March 28^th^, 2023 the Government of Canada tabled it’s budget for the year<br> ahead, including a 10-year funding agreement with the Nation’s provinces to increase<br> healthcare funding. This new funding approach is novel for the fact that each province will<br> have specific agreements, opposed to the more traditional generalized formula. This approach<br> is expected to bring substantial innovations related to healthcare data and new healthcare<br> service delivery, as the provinces agreed to make changes to rules and practices which have<br> limited data-flow optimization and healthcare access.
---	---
●	The<br> Canadian Medical Association expressed support for many of the initiatives on March 30th,<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 Committee<br> on Health. One of the key items they pointed to was “…optimizing scopes of practice<br> 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.
---	---

IndustryTrends

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

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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.

Between January and February 2020, the Deloitte Center for Health Solutions surveyed multiple leaders from 17 pharmaceutical companies on their organizations’ RWE capabilities. Survey questions revolved around current and future applications for RWE, areas of investment, strategic partnerships, and use of Real World Data (RWD) and RWE in R&D.

●	Ninety-four<br> percent of survey respondents believe using RWE in R&D will become important or very<br> important to their organizations by 2022.
●	Almost<br> all companies expect to increase investments in talent, technology, and external partnerships<br> to strengthen their RWE capabilities.
●	Reduced<br> clinical trial costs and trial failure rates using RWE in R&D
●	Entered<br> strategic partnerships to access new sources of RWD (in fact, all have taken this step)

The Company believes it is very well positioned as a strategic partner and lead in this exciting growth sector. In addition, HealthTab™ is ideally situated to provide Real Time Real World Data (RTRWD). This is an important distinction from RWD because HealthTab™’s anonymized data can be transmitted in real time versus the lag that is accompanied with RWD that is gathered from clinical reporting systems, insurance claims and adverse event reporting systems.

Currently, HealthTab™ is available in certain Shoppers Drug Marts in several Canadian provinces. The Company has secured commitments with other pharmacies in Canada to place additional HealthTab™ systems and is in negotiations with corporate chains. Furthermore, the Company expanded a partnership agreement with the Ontario Pharmacists Association (OPA) to endorse HealthTab™ to pharmacies conducting COVID-19 testing and government for real-time reporting of test results. The OPA is the largest pharmacists’ association in the country, with over 10,000 members and over 4,600 community pharmacy locations.

HealthTab™ is being embraced as it is the most credible way to deploy point-of-care testing in the pharmacy and community setting where it offers the reliability, accuracy and flexibility the sector needs. Avricore has enjoyed a robust response from a variety of key industry players including, CROs, labs, pharmacies and researchers and has been engaging in a variety of technical discussions which are anticipated to lead to business.

As conversations progress, the Company will be making announcements in due course.

FullyIntegrated Patient Health Records

The Company has been in technical discussions on the integration of HealthTab™ into the electronic medical records and pharmacy management systems with a Canadian market leader in the provision of these systems.

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HealthTab™’s 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.

ConnectedMedical Devices

With greater utilization of integrated devices in almost all other sectors of daily life, the seamless connection of medical devices has been slow to catch up. That is changing, as Electronic Health Records (EHS) are becoming increasingly important to patients, providers, and researchers. Having quick, reliable access to critical information means better healthcare outcomes and by the end of 2023, the connected medical device market is expected to reach over $23 billion US. This sector includes near-to-patient devices like wearables, screening and diagnostic tools and even hospital-based systems.

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.

HealthTab Market Fast Facts

●	Point<br> of Care Testing Market to reach $93.21 Billion USD in 2030 (Source)
●	Nearly<br> 13.6 Million Canadians expected to be diabetic or prediabetic by 2030, with many undiagnosed<br> (Source)
●	Over<br> 1 in 3 Americans, approximately 88 million people, have pre-diabetes (Source)
●	Close<br> to 160,000 Canadians 20 years and older are diagnosed with heart disease each year, often<br> it’s only after a heart attack they are diagnosed (Source)
●	There<br> are more than 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in<br> the UK.

According to PWC Canada’s most recent consumer survey, Canadians consumers have been utilizing technology to take better control of their health and 75% of them have as many as three health related apps installed on their mobile device.

They also state: “Many Canadians are willing to share their personal information to facilitate ease of access to personal healthinformation through digital channels. Think of accessing lab or diagnostic test results online days after getting the test, instead ofhaving to wait for results and visiting the doctor, or waiting for a phone call.”

The internet of things has hit healthcare consumer trends in a large way and consumers are benefitting from faster, lower cost analysis direct to their device. The Global Consumer Insights Survey (GCIS) demonstrated the rapid shift with more than two-thirds of those surveyed stating they trusted tech companies - not known to be in healthcare, but in hardware, software and online shopping - to access healthcare services.

67% of consumers stated they were either “somewhat comfortable or very comfortable” with accessing healthcare products and services from a company with all their information collated in one place. This means companies offering health insurance, over-the-counter medications, or digital diagnostics.

Healthcare data, its capture, analysis and delivery to the consumer is a top market priority as consumers are looking to take greater control, however; those same consumers are looking to companies to manage the security of that data well and use it ethically.

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The MIT Technology Review has looked at consumer pay genomic services, largely offered online, and have found that 26 Million people have taken one of these tests. “You may discover unexpected facts about yourself or your family when using our services,” warns the most popular company’s privacy statement. “Once discoveries are made, we can’t undo them.”

In addition to the shift in direct access healthcare technology is offering, policy changes toward healthcare policy is also creating dynamics within the market.

The Ontario Pharmacy Evidence Network’s most recent paper looked at a wide ranging of policy changes affecting Ontario alone. They found an industry going through “significant changes” thanks to the Patients First Action Plan and the Proposalto Strengthen Patient-Centered Health Care in Ontario are driving a more date-driven and patient centered approach.

It has also meant that pharmacy has had to contend with offering greater service innovation with less revenues, as controls placed on generic drug pricing and limits on certain revenue streams, like manufacture rebates, have come into effect.

“As pharmacies develop their own technology,” the authors state “the integration of health care provider records and the emergence of patient-controlled or viewable health records are important areas of health care transformation.”

This means consumers want better data control about their health and the market will need to deliver.

Manufacturing- The Company has discontinued the manufacturing of OTC and generic drugs.

4.C.Organization structure

The Company is not part of a group and has one wholly-owned subsidiaries, HealthTab Inc., which is incorporated in British Columbia.

4.D.Equipment

The Company’s property, plant and equipment is HealthTab^TM^ systems deployed at pharmacy locations, comprised of system analyzers, system computer hardware and systems software.

Item 4A Unresolved Staff Comments

Not applicable.

ITEM

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of the financial condition and operational performance should be read in conjunction with the audited consolidated financial statements of the Company and the notes thereto prepared in accordance with IFRS.

5.A. Operating Results of the Company

Overview

In the last several years, the Company’s primary focus was on expanding its HealthTab™ point-of-care testing platform in pharmacies across Canada and beyond and begin to generate more substantial revenues. The pilot project announced with Shoppers Drug Mart® was successfully executed, despite operating under the extraordinary impacts of the COVID-19 pandemic. Currently the Company has completed the rollout of 532 HealthTab™ point-of-care testing platform Shoppers Drug Mart and affiliated Loblaws locations nation-wide.

The Company is in discussions with multiple pharmacy groups to expand the Canadian and international HealthTab™ network.

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The most recent financials demonstrated that fiscal 2022 saw a year-over-year 1,340% increase in revenues and the Company has maintained strong fiscal discipline, maintaining a moderate operating cost model, conserving cash, and limiting exposure to further equity dilution while executing on the build out of HealthTab™.

Management’s focus is on expansion of the business to new markets, locations and jurisdictions; cost control and positive cash flows to ensure sustainable operations of the Company.

Resultsof Operations for the years ended December 31, 2022, 2021 and 2020

Revenue from the continuing operations was $1,768,374 for the year ended December 31, 2022 (2021 - $122,808; 2020 - $33,030). This represents the revenue earned by the POTC HealthTab™ business acquired in 2018.

Marketingand Communication expenses

	Year ended<br> December 31,<br> 2022	Year ended<br> December 31,<br> 2021	Year ended<br> December 31,<br> 2020

Marketing
Shareholder communications

All values are in US Dollars.

Generaland Administrative expenses

	Year ended	Year ended	Year ended
	December 31, 2022	December 31, 2021	December 31, 2020

Bad debt
Bank service charges
Filing and registration fees
Insurance
Investor relations
Office maintenance
Payroll
Regulatory fees
Rent
Travel

All values are in US Dollars.

Share-basedcompensation

Share-based compensation for the year ended December 31, 2022 of $331,522 (2021: $495,791; 2020: $130,219) is a non-cash item that represents the allocation of the fair value of options over the vesting period.

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5.B. Liquidity and capital resources

Liquidity

The Company’s operations have been financed through the issuance of common shares. Management anticipates that additional financings or capital requirements to fund the current commercial operations and working capital will be required to grow the business to the sustainable level.

Cashflows

Sources and Uses of Cash:

	Year ended		Year ended		Year ended
	December 31,<br> 2022		December 31,<br> 2021		December 31,<br> 2020

Cash used in operating activities		)		)		)
Cash used in investing activities		)		)
Cash provided by financing activities
Net change in cash and cash equivalents		)
Cash and Cash Equivalents

All values are in US Dollars.

Capitalresources

Management devotes financial resources to the Company’s operations, sales and commercialization efforts, and business development. The Company will require cash to support working capital.

At December 31, 2022, the Company had a working capital of $826,238, compared to $2,074,533 at December 31, 2021. The Company believes that its cash on hand, the expected future cash inflows from the sale of its products, net proceeds from the closing of private placements and proceeds from loans, stock options and warrants exercised, if any, will be sufficient to finance the Company’s working capital and operational needs for at least the next 6 months. If the Company’s existing cash resources together with the cash the Company generates from the sales of its products are insufficient to fund its working capital and operational needs, the Company may need to sell additional equity or debt securities or seek additional financing through other arrangements.

During the year ended year December 31, 2020, the Company entered into a loan agreement with a third party for a secured loan in the amount of $1,000,000. The Loan was for a term of one year from the date of receipt of the funds, bore interest at a rate of 10% per annum and was secured with all of the present and after-acquired property of the Company. In 2021, the Company repaid the $1,000,000 loan at its maturity. The Company does not have any off-balance sheet arrangements.

5.C.Research and development, patents and licenses etc.

The Company will not be devoting resources to research, development and patents going forward. The Company is now focused on the growth of the POTC segment HealthTab™.

5.D.Trend information

There is a significant trend toward consumer point of care testing. Healthcare data, its capture, analysis and delivery to the consumer is a top market priority as consumers are looking to take greater control, however; those same consumers are looking to companies to manage the security of that data well and use it ethically.

5.G.Safe Harbor

This Annual Report on Form 20-F contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, principally in ITEM #4, “Information on the Company” and ITEM #5, “Operating and Financial Review and Prospects”. These statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. In particular, these include statements about the Company’s strategy for growth, future performance or results of current sales and production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings and intellectual property issues.

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ITEM

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

The following table sets forth certain information as of December 31, 2022 and as of the date of this report about the Company’s current directors and senior management. There have been no subsequent changes to the Company’s current directors and senior management, except as footnoted below:

Table

No. 6:

Directors

and Senior Management:

Name	Age	Position	Other Reporting Companies in Canada<br><br> <br>or the United States
			Company	Position
Hector<br> Bremner	41	CEO,<br> Director	N/A	N/A
Kiki<br> Smith	56	CFO<br> & Corporate Secretary	A.I.S.<br> Resources Limited<br><br> <br>Ultra<br> Lithium Inc.<br><br> <br>Goldex<br> Resources Corp.	Director<br><br> <br>Senior<br> Officer<br><br> <br>Senior<br> Officer
Rodger<br> Seccombe	42	CTO,<br> Director	N/A	N/A
David<br> Hall	68	Director	RepliCel<br> Life Sciences Inc.	Director
Alan<br> Arnstein	54	Director	N/A	N/A
Robert<br> Sindelar	69	Director	N/A	N/A
David<br> Farnfield	59	Director	N/A	N/A

Mr.Bremner, CEO and Director, has an extensive branding and business development experience. He joined Avricore in January 2019 as an advisor, and then as Executive Vice- President in June, providing strategic guidance on product offering, market development and communications. In April 2020, he was appointed Director of the Company. Mr. Bremner founded Vancouver based TOUCH Marketing in 2007, whose innovative marketing, communications and project management strategies earned him a strong reputation for delivering results. He previously served as a key advisor in the offices of BC’s Minister of International Trade, the Minister of Tourism and Small Business, as well as the Ministry of Natural Gas Development and Deputy Premier. After leaving the BC Government, Mr. Bremner joined Vancouver based communications firm Pace Group as Vice President of Public Affairs. In 2017, Mr. Bremner was elected to Vancouver City Council in a rare by-election, having a dramatic impact on the city’s political culture and policy approaches related to the ongoing housing crisis.

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Ms.Kiki Smith CPA, CGA, CFO and Corporate Secretary,

Ms. Smith brings more than two decades of experience in managing and financing junior listed companies in the technology, mining exploration and food production sectors, including debt and equity financings, corporate structure design and management, cash flow management and forecasting, legal and regulatory compliance, investor communications, stakeholder engagement and risk management. She holds a BA in Economics from the University of British Columbia and a Certified Professional Accountant designation from the Certified Professional Accountants Association of British Columbia.

Mr.Rodger Seccombe, Chief Technology Officer and Director, is a co-founder of HealthTab Inc. He has over 20 years of experience launching and running companies in software, healthcare technology, and clean energy. Mr. Seccombe earned a B.Com (hons) from UBC’s Sauder School of Business and is a Chartered Professional Accountant (CPA-CMA). Prior to HealthTab, he designed and developed cloud-based informatics system currently in use by world’s leading medical laboratories and instrument manufacturers. In 2006, he joined the start-up team at Canadian Bioenergy Corporation and helped pioneer the development of the renewable fuel industry in Canada.

Mr.David Hall, Director is currently Chairman of RepliCel Life Sciences (“RepliCel”) and a consultant to the life sciences industry. Mr. Hall served as CEO and President of RepliCel from 2012 through 2015. Prior to RepliCel, Mr. Hall acted as a consultant to the government, pharma industry, biotech, eHealth and NGO’s for two years. For the prior 15 years, Mr. Hall was a business founder, CFO, CCO, Treasurer and Secretary of Angiotech Pharmaceuticals Inc. Mr. Hall is a Past Chair and board member of Life Sciences BC and current Chairman of Providence Health Care Research Institute. He is the author of Life Sciences BC’s position papers for the Premier’s Competition Council Report and Conversation on Health. Mr. Hall was also a member of the BC Task Force on PharmaCare and serves on the board of directors of the Advantage BC. Mr. Hall holds an Honours degree in Economics and an Honours degree in Finance from the University of Manitoba.

Mr.Alan Arnstein, Director previously worked for the Katz Group Canada where he oversaw the development of the Medicine Shoppe from 28 stores to 175 stores (corporate and franchised) before the successful sale to McKesson Canada. Mr. Arnstein also was very involved in expanding the Rexall pharmacy brand across Canada including responsibility for acquiring and consolidating independent pharmacies under the Rexall banner. Mr. Arnstein has played and continues to play an active role in real estate projects including the leasing of the Ice District next to Rogers Place in downtown Edmonton, an estimated $5.5B project.

Mr.Robert Sindelar, Director is a Professor in the Faculty of Pharmaceutical Sciences at the University of British Columbia (UBC) and an Advisor, External Relations to the Centre for Health Evaluation & Outcomes Sciences, Providence Health Care Research Institute and UBC. Dr. Sindelar is also an elected fellow International Pharmaceutical Federation, Chair of the Global Pharmacy Observatory Advisory Board of the International Pharmaceutical Federation, Member of the External Advisory Board, Trinity College Dublin, School of Pharmacy and Pharmaceutical Sciences. Dr. Sindelar is also a past Dean of the Faculty of Pharmaceutical Sciences, UBC, President Providence Health Care Research Institute and VP Research and Academic Affairs, Providence Health Care. Dr. Sindelar earned a B.A., Chemistry from Millikin University, a M.S. and Ph.D. in Medicinal Chemistry and Natural Products from the University of Iowa, College of Pharmacy.

Mr.David Farnfield, Director, is a Yale School of Economics graduate who brings 35 years of experience in commodity, currency and financial futures markets. While serving as Vice President at George Weston Limited, a large food manufacturer and distributor, David oversaw $1B+ in commodity and currency risk while overseeing their commodity division. He has led key negotiations between industry stakeholders on commodity supply agreements and is intimately familiar with product supply agreements. Mr. Farnfield is also a Board member of the Canadian Oilseed Industry Association (Oilseed Innovation Partners) – a non-government agency.

The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles of the Company.

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No Director and/or member of senior management had been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or member of senior management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

There are no family relationships between any two or more Directors or members of senior management.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

6.B.Compensation

CashCompensation

Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Senior Management during the year ended December 31, 2022 and two previous years are detailed in Table No. 7 below:

Table

No. 7

Annual

Compensation of Senior Management

		Annual Compensation			Long Term Compensation<br> <br>Awards
Name and <br>Principal Position	Year	Salary <br>($)	Bonus ()	Other Annual Compensation ()	Securities Under <br> Option/<br> SAR’s Granted<br> (#)		FMV (2) Options ()
Hector Bremner	2022	Nil				700,000
Chief Executive Officer	2021	Nil				325,000
(Former VP Business Development)	2020	Nil				500,000
Kiki Smith	2022	Nil				150,000
Chief Financial Officer	2021	Nil				225,000
and Corporate Secretary ^(1)^	2020	Nil				210,000
Rodger Seccombe	2022	Nil				700,000
Chief Technology Officer	2021	Nil				325,000
	2020	Nil				Nil

All values are in US Dollars.

^(1)^	Consulting/management fees were paid to a consulting company<br>owned by senior management;
^(2)^	Share-based payments for options granted were measured using<br>the Black-Sholes option pricing model.

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Table

No. 8

Director

Stock Option at December 31, 2022

****
Hector Bremner,	Aug 10, 2022	700,000 @ 0.15	175,000	Aug 10, 2027
Director	Mar 22, 2021	325,000 @ 0.25	325,000	Mar 22, 2026
	Dec 8, 2020	500,000 @ 0.08	500,000	Dec 8, 2025
	Oct 15, 2019	150,000 @ 0.05	150,000	Oct 15, 2024
	Jan 24, 2019	140,000 @ 0.075	140,000	Jan 24, 2024
Rodger Seccombe,	Aug 10, 2022	700,000 @ 0.15	175,000	Aug 10, 2027
Director	Mar 22, 2021	325,000 @ 0.25	325,000	Mar 22, 2026
	Oct 15, 2019	650,000 @ 0.05	650,000	Oct 15, 2024
	April 11, 2018	150,000 @0.21	150,000	Apr 11, 2023
Alan Arnstein, Director	Aug 10, 2022	125,000 @ 0.15	31,250	Aug 10, 2027
	Mar 22, 2021	75,000 @ 0.25	75,000	Mar 22, 2026
David Farnfield,	Aug 10, 2022	125,000 @ 0.15	31,250	Aug 10, 2027
Director	Mar 22, 2021	75,000 @ 0.25	75,000	Mar 22, 2026
	Oct 15, 2019	300,000 @ 0.05	300,000	Oct 15, 2024
David Hall, Director	Aug 10, 2022	450,000 @ 0.15	112,500	Aug 10, 2027
	Mar 22, 2021	75,000 @ 0.25	75,000	Mar 22, 2026
	Oct 15, 2019	60,000 @ 0.05	60,000	Oct 15, 2024
	Apr 1, 2019	55,000 @ 0.06	55,000	Apr 1, 2024
Dr. Robert Sindelar,	Aug 10, 2022	125,000 @ 0.15	31,250	Aug 10, 2027
Director	Mar 22, 2021	75,000 @ 0.25	75,000	Mar 22, 2026
	Oct 15, 2019	90,000 @ 0.05	90,000	Oct 15, 2024
	Apr 1, 2019	35,000 @ 0.06	35,000	Apr 1, 2024

All values are in US Dollars.

(1)	Share-based payments for options granted were measured using<br>the Black-Sholes option pricing model.
(2)	Options repriced from $0.21 to $0.10 during the year ended<br>December 31, 2020.

The following table gives certain information concerning stock option exercises during Fiscal 2022 by the Company’s Senior Management and Directors. It also gives information concerning stock option values.

Table

No. 9

Aggregated

Stock Options Exercises in the year ended December 31, 2022

Fiscal

Year-end Unexercised Stock Options

Fiscal

Year-end Stock Option Values

Senior

Management/Directors

Name	Number of Shares Acquired on Exercise		Aggregate Value Realized		Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable/Un-exercisable
Total		625,000	$	62,500	$	553,013

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DirectorCompensation: The Company has no formal plan for compensating its Directors for their service in their capacity as Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director. Other than indicated below no Director received any compensation for his services as a Director, including committee participation and/or special assignments.

StockOptions: The Company may grant stock options to Directors, Senior Management and employees. Refer to ITEM #6.E., “Share Ownership” and Table No. 8 for information about stock option grants.

OtherCompensation: No Senior Manager or Director received “other compensation” in excess of the lesser of US$25,000 or 10% of such officer’s cash compensation, and all Senior Managers or Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.

Bonus/ProfitSharing/Non-Cash Compensation: Except for the stock option program discussed in ITEM #6.E., the Company had no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company’s Directors or Senior Management.

Pension/RetirementBenefits: No funds were set aside or accrued by the Company during the year ended December 31, 2022 to provide pension, retirement or similar benefits for Directors or Senior Management.

6.C.Board Practices

6.C.1.Terms of Office.

At every Annual General Meeting of the Company, the Directors are elected by the shareholders and serve as Directors until the next Annual General Meeting is held.

6.C.2.Directors’ Service Contracts.

The Company retains its Officers as independent consultants. The Company will not be required to make contributions for employment insurance, Canada Pension, workers’ compensation or other similar levies in respect of the fee for services to be paid to the Officers. Each Officer agrees to pay all required contributions and deductions for income taxes, workers’ compensation and employment insurance and shall indemnify and save the Company harmless from and against all claims, actions, losses, expenses, costs or damages which the Company or its officers, employees or agents may suffer as a result of the Officer’s non-compliance with this requirement.

Each Officer agrees to provide sufficient time and attention to the business and affairs of the Company, to advise and counsel the Board of Directors of the Company and to channel to the Company all knowledge, business and customer contacts and any other information that could concern or be in any way beneficial to the Company. All information communicated to the Company will be the property of the Company. The Officers acknowledge that each is a “person in a special relationship”, as that expression is defined in the securities laws of various provinces of Canada, and may receive material information concerning the business and affairs of the Company that has not been generally disclosed, and covenant and agree that they will not purchase or sell any securities of the Company until such information has been generally disclosed. The Company is aware that the Officers may provide services to certain other companies from time to time as disclosed above. The Officers agree that they will not provide services to any other companies without the written approval of the Company.

The Company will pay a consulting fee in the amount of (Cdn) $18,000 per month to Hector Bremner for CEO services through a consulting agreement.

The Company will pay a consulting fee in the amount of (Cdn) $10,700 per month to a company controlled by Kiki Smith for CFO and Corporate Secretarial services through a consulting agreement.

The Company will pay a consulting fee in the amount of (Cdn) $18,000 per month to Rodger Seccombe for CTO services through a consulting agreement.

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The fees payable will be reviewed annually, and may be adjusted by the Company in consultation with the Officers to reflect general economic conditions, changes in the duties provided under this Agreement or performance by the Officers. The Officers are entitled to participate in the Company’s incentive stock option plan (Exhibit 4.m). The Company will reimburse the Officers for all reasonable travelling and other out-of-pocket expenses incurred in connection with services provided to the Company. The Officers will be entitled to participate in any benefit programs established by the Company. To date, no such plans are in place.

Inventions of any type made by the Officers become the sole property of the Company which will hold all intellectual property rights for such inventions. If the Company chooses to patent, copyright, trademark or otherwise protect the inventions, the Officers will assign their rights to the Company. The Officers will treat all information of the company as confidential except any information that is presently in the public domain, any information that subsequently becomes part of the public domain, any information obtained by the Officers from a third party with a valid right to disclose it or any information that was independently developed by the Officers or was in their possession prior to receipt from the Company.

The Officers agree that they shall not engage in any activity that is contrary to or detracts from the performance of the business of the Company, will not receive any personal benefit from any party having business with the Company without the approval of the Board of Directors of the Company and, during the term of the agreement and for a period of one year afterwards, will not compete with the Company or solicit customers or employees of the Company.

The Officers may terminate their respective agreements with the Company by giving thirty (30) days written notice to the Company. The Company may waive such notice and, if it does so, such agreements will cease on the date the Company waives such notice. The Company may terminate the agreements without notice or payment in lieu of notice for breach of the agreement. The Company may terminate any agreement at its sole discretion and for any reason upon giving the Officer written notice of termination provided that the Company pays, in lieu of notice, three (3) months fee severance. The Company may terminate any agreement without notice or payment in lieu of notice upon a change of control of the holding company of the Officer or the death or permanent disability of the Officer. Upon termination of an agreement, the Officer will promptly return all property. Each agreement may be subject to the acceptance by TSX Venture Exchange and a refusal to do so shall not constitute a default of the Company.

6.C.3.Board of Director Committees.

The Company has an Audit Committee, which is governed by an Audit Committee Charter (filed as Exhibit hereto) and recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company. The current members of the Audit Committee are: David Hall (Chairman), Robert Sindelar (Director) and Alan Arnstein (Director). The Audit Committee met once during the year ended December 31, 2022 to discuss and recommend approval by the Board of the Company’s audited financial statements. The interim financial statements and related Management Discussion and Analysis were approved by joint consent resolution.

6.D.Employees

As of December 31, 2022, the Company employed 1 employee. The Company engaged the services of President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary, and Head of HealthTab Division through consulting service contracts.

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6.E.Share Ownership

Table No. 10 lists, as of the date of this report, Directors and Senior Management who beneficially own the Company’s voting securities, consisting solely of common shares, and the amount of the Company’s voting securities owned by the Directors and Senior Management as a group.

Table

No. 10

Shareholdings

of Directors and Senior Management

Title of Class	Name of Beneficial Owner
Common	Hector Bremner	1,350,000	2,115,000 options	3.48	%
Common	Kiki Smith	916,000	720,300 options	1.64	%
Common	Rodger Seccombe	4,461,111	1,975,000 options	6.46	%
Common	Robert Sindelar	760,000	525,000 options	1.29	%
Common	Alan Arnstein	25,000	400,000 options	0.43	%
Common	David Farnfield	620,000	700,000 options	1.32	%
Common	David Hall	1,367,618	890,000 options	2.27	%
	Total Directors/Management	9,499,729	Nil warrants<br> <br>7,325,300 options	16.89	%

* Based on 99,644,664 shares outstanding as at June 14, 2023

StockOptions: The terms of incentive options grantable by the Company are done in accordance with the rules and policies of the TSX Venture Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options and any amendments thereto. The Company adopted a formal written stock option plan (the “Plan”) on December 13, 2005. At each Annual General Meeting of the Company, the Plan is presented to and voted on by the shareholders of the Company. If approved, the terms and conditions of the Plan remain in force for the subsequent year. The Stock Option Plan was amended and passed by a majority of shareholders at the Annual General Meeting held on September 15, 2017 and most recently reapproved on April 16, 2021. A copy of the Stock Option Plan is provided as Exhibit 15(b) attached hereto. It will remain in effect until the next Annual General Meeting of Shareholders.

Such “terms and conditions”, including the pricing of the options, expiry and the eligibility of personnel for such stock options, are described below. The terms of the original Stock Option Plan and the major changes in the Stock Option Plan (the “Plan”) are described below and provided as Exhibit 15(b) attached hereto.

The principal purposes of the Company’s stock option program are to (a) assist the Company in attracting, retaining, and motivating directors, officers and employees of the Company and, (b) to closely align the personal interests of such directors, officers and employees with the interests of the Company and its shareholders.

The Plan provides that stock options may be granted to service providers for the Company. The term “service providers” means:

(a) Any full or part-time employee or Officer, or insider of the Company or any of its subsidiaries;

(b) Any other person employed by a company or individual providing management services to the Company;

(c) Any other person or company engaged to provide ongoing consulting services for the Company or any entity controlled by the Company or

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(d) Any individual engaged to provide services that promote the purchase or sale of the issued securities (any person in (a), (b), (c) or (d) hereinafter referred to as an “Eligible Person”); and

(e) Any registered retirement savings plan established by such Eligible Person, or any corporation controlled by such Eligible Person, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Person and/or spouse, children and/or grandchildren of such Eligible Person.

For stock options to Employees, Consultants or Management Company Employees, the Company must represent that the optionee is a bona fide Employee, Consultant or Management Company Employee as the case may be. The terms “insider” “Controlled” and “subsidiary” shall have the meanings ascribed thereto in the Securities Act (Ontario) from time to time. Subject to the foregoing, the board of directors or Committee, as applicable, shall have full and final authority to determine the persons who are to be granted options under the Plan and the number of shares subject to each option.

The Plan shall be administered by the Board of Directors of the Company or a committee established by the Board of Directors for that purpose. Subject to approval of the granting of options by the Board of Directors or Committee, as applicable, the Company shall grant options under the Plan.

The Plan provides that the aggregate number of shares of the Company, which may be issued and sold under the Plan, will not exceed 10% of the issued shares of the Company. The Company shall not, upon the exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which the Company’s shares may them be listed, and (b) the completion of such registration or other qualification of such shares under any law, rules or regulation as the Company shall determine to be necessary or advisable. If any shares cannot be issued to any optionee for whatever reason, the obligation of the Company to issue such shares shall terminate and any option exercise price paid to the Company shall be returned to the optionee.

If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Plan. Any stock option outstanding when the Plan is terminated will remain in effect until it is exercised or it expires. The Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

(a) Options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death;

(b) Under the Plan, options may be exercisable for a maximum of ten years from grant date;

(c) Under the Plan, options to acquire more than 5% of the issued shares of the Company may be granted to any one individual in any 12-month period the approval of the disinterested shareholders of the Company;

(d) Options to acquire no more than 2% of the issued shares of the Company may be granted to any one consultant in any 12-month period;

(e) Options to acquire no more than an aggregate of 2% of the issued shares of the Company may be granted to an employee conducting investor relations activities (as defined in TSX Venture Exchange Policy 1.1), in any 12 month period;

(f) Options to acquire no more than 10% of the issued shares of the Company may be granted to any insiders in any 12-month period;

(g) Under the Plan, options held by an option holder who is a director, employee, consultant or management company employee are no longer required to expire within 90 days after the option holder ceases to be a director, employee, consultant or management company employee;

(h) Under the Plan, options held by an option holder who is engaged in investor relations activities are no longer required expire within 30 days after the option holder ceases to be employed by the Company to provide investor relations activities; and

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(i) In the event of an option holder’s death, the option holder’s personal representative may exercise any portion of the option holder’s vested outstanding options for a period of one year following the option holder’s death.

The Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate. Stock options granted to directors, senior officers, employees or consultants will vest when granted unless otherwise determined by the Board of Directors on a case by case basis, other than stock options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one-fourth of the options vesting in any three month period.

The price at which an option holder may purchase a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the discounted market price of the Company’s common shares as of the date of the grant of the stock option (the “Award Date”). The market price of the Company’s common shares for a particular Award Date will typically be the closing trading price of the Company’s common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Plan. Where there is no such closing price or trade on the prior trading day “market price” shall mean the average of the most recent bid and ask of the shares of the Company on any stock exchange on which the shares are listed or dealing network on which the shares of the Company trade.

In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.

Common shares will not be issued pursuant to stock options granted under the Plan until they have been fully paid for by the option holder. The Company will not provide financial assistance or loans to option holders to assist them in exercising their stock options.

ITEM

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.Major Shareholders

As of December 31, 2022, all shareholders have the same voting rights attached thereto as all other common shares of the Company. As of December 31, 2022, the Company is not aware of any companies or individuals that hold more than 5% of the Issued and Outstanding Common Shares.

7.A.1.a.Holdings By Major Shareholders.

Refer to ITEM #6.E and Table No. 10.

7.A.1.b.Significant Changes in Major Shareholders’ Holdings.

—No Disclosure Required—

7.A.1.c.Different Voting Rights.

The Company’s major shareholders do not have different voting rights.

7.A.2.Canadian Share Ownership.

On December 31, 2022, the Company’s shareholders’ list showed 99,244,664 common shares outstanding, an estimated 53 registered shareholders. The Company’s transfer agent provides that there are 53 registered shareholders with Canadian addresses.

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7.A.3.Control of the Company

The Company is a publicly owned Canadian corporation, the shares of which are owned primarily by Canadian residents and other foreign residents. The Company is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., “History and Development of the Company”, and ITEM #6.E., “Share Ownership”.

7.A.4.Change of Control of Company Arrangements

—No Disclosure Necessary—

7.B.Related Party Transactions

Related party transactions are described in Note 18 to the consolidated financial statements and are shown below. The remuneration of the Company’s directors and other members of key management, being the President, Chief Executive Officer and Chief Financial Officer, who have the authority and responsibility for planning, directing and controlling the activities of the Company, consist of the following:

	Year Ended	Year Ended	Year Ended
	December 31,<br> 2022	December 31,<br> 2021	December 31,<br> 2020

Accounts payable and accrued liabilities
Expenditures:
Management fees
Consulting fees
Share-based compensation
Professional Fees

All values are in US Dollars.

Share-based compensation relates to stock options granted and vested to management and directors of the Company during the twelve months ended December 31, 2022. All related party transactions were in the normal course of business operations.

AuditFees

For the year ended December 31, 2022, the Company expects to pay Manning Elliot LLP audit fees of $65,000.

IndirectPayments

—No Disclosure Required—

ShareholderLoans

—No Disclosure Required—

AmountsOwing to Senior Management/Directors

—No Disclosure Required—

7.C.Interests of Experts and Counsel

—No Disclosure Required—

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ITEM

FINANCIAL INFORMATION

8.A.Consolidated Statements and Other Financial Information

The consolidated financial statements of the Company comply with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

Basisof preparation

The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The consolidated financial statements are presented in Canadian dollars unless otherwise noted.

Significantestimates and judgments

The preparation of consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes to the consolidated financial statements. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised.

8.A.7.Legal/Arbitration Proceedings

There are no legal proceedings against the Company.

8.B.Significant Changes

There are no significant changes.

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ITEM

THE OFFER AND LISTING

9.A.Common Share Trading Information

The Company’s common shares trade on the TSX Venture Exchange in Toronto, Ontario, Canada, under the symbol “AVCR”. The Company also trades on the Pink Sheets under the symbol “AVCRF”.

Table No. 11 lists the high, low and closing sales prices on the TSX Venture Exchange for the last twelve fiscal quarters, and last five fiscal years.

Table

No. 11

TSX

Venture Exchange

Common

Shares Trading Activity

Canadian

Dollars


Fiscal Quarter Ended March 31, 2023	0.37	0.275	0.30
Fiscal Quarter Ended December 31, 2022	0.41	0.145	0.315
Fiscal Quarter Ended September 30, 2022	0.19	0.125	0.155
Fiscal Quarter Ended June 30, 2022	0.19	0.08	0.18
Fiscal Quarter Ended March 31, 2022	0.17	0.11	0.13
Fiscal Quarter Ended December 31, 2021	0.175	0.11	0.16
Fiscal Quarter Ended September 30, 2021	0.22	0.15	0.15
Fiscal Quarter Ended June 30, 2021	0.285	0.12	0.17
Fiscal Quarter Ended March 31, 2021	0.69	0.09	0.235
Fiscal Quarter Ended December 31, 2020	0.14	0.08	0.095
Fiscal Quarter Ended September 30, 2020	0.15	0.02	0.15
Fiscal Quarter Ended June 30, 2020	0.07	0.015	0.03
Fiscal Quarter Ended March 31, 2020	0.04	0.01	0.035
Fiscal Quarter Ended December 31, 2019	0.06	0.015	0.03
Fiscal Quarter Ended September 30, 2019	0.07	0.02	0.03
Fiscal Quarter Ended June 30, 2019	0.15	0.05	0.065
Fiscal Quarter Ended March 31, 2019	0.10	0.055	0.06
Fiscal Quarter Ended December 31, 2018	0.225	0.075	0.10
Fiscal Quarter Ended September 30, 2018	0.19	0.1	0.15
Fiscal Year Ended December 31, 2022	0.41	0.08	0.315
Fiscal Year Ended December 31, 2021	0.69	0.09	0.16
Fiscal Year Ended December 31, 2020	0.15	0.01	0.095
Fiscal Year Ended December 31, 2019	0.15	0.015	0.03
Fiscal Year Ended December 31, 2018	0.75	0.075	0.10

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9.A.5.Common Share Description

Registrar/Common Shares Outstanding/Shareholders

Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value due to changes in the British Columbia Company Act which permitted this action.

There are no Indentures or Agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights.

Computershare Trust Company of Canada (located at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia Canada V6C 3B9) is the registrar and transfer agent for the common shares.

StockOptions

Refer to ITEM 6.E., Table No. 10 (Aggregate Option Exercises)

The changes in share options including those granted to directors, officers, employees and consultants during the years ended December 31, 2022, 2021 and 2020 are summarized as follows:

	Year ended<br> <br>December 31, 2022					Year ended<br> <br>December 31, 2021					Year ended<br> <br>December 31, 2020
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Beginning Balance		7,880,052		$	0.13		6,706,072		$	0.08		5,241,072		$	0.13
Options granted		3,125,000		$	0.15		2,840,000		$	0.22		1,730,000		$	0.08
Expired/Cancelled		(1,570,052	)	$	0.13		-			-		(160,000	)	$	0.07
Exercised		(800,000	)	$	0.10		(1,666,020	)	$	0.08		(105,000	)	$	0.05
Ending Balance		8,635,000		$	0.14		7,880,052		$	0.13		6,706,072		$	0.08
Exercisable		6,216,250		$	0.14		7,692,552		$	0.13		6,706,072		$	0.08

The following table summarizes information about share options outstanding and exercisable as at December 31, 2022:

Exercise<br> Price			Expiry<br> date	Options
				Outstanding		Exercisable
$	0.17		March 13, 2023		250,000		250,000
$	0.10	^(1)^	March 27, 2023		200,000		200,000
$	0.10	^(2)^	April 11, 2023		150,000		150,000
$	0.075		January 24, 2024		140,000		140,000
$	0.06		April 1, 2024		140,000		140,000
$	0.05		October 15, 2024		1,470,000		1,470,000
$	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		2,725,000		681,250
$	0.15		August 12, 2027		100,000		25,000
$	0.16		October 12, 2027		300,000		-
					8,635,000		6,216,250

^(1)^Options repriced from $0.24 to $0.10 during the year ended December 31, 2020

^(2)^Options repriced from $0.21 to $0.10 during the year ended December 31, 2020

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The weighted average remaining life of the stock options outstanding at December 31, 2022 is 3.17 years (2021: 2.73 years).

Warrants

Table No. 12 lists, as of December 31, 2022, share purchase warrants (options to purchase common shares) outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants. These warrants were issued in conjunction with private placements of the Company’s securities and all holders of the Company’s warrants are resident in Canada.

Table

No. 12

Purchase Warrants Outstanding

	YearEnded<br> <br>December 31, 2022					YearEnded<br> <br>December 31, 2021					YearEnded<br> <br>December 31, 2020
	Number of<br><br> <br>Warrants			Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price		Number of<br><br> <br>Warrants			Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price		Number of<br><br> <br>Warrants			Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price
Beginning balance		18,781,066		$	0.21		18,743,226		$	0.16		20,704,664		$	0.24
Warrants issued		-			-		16,274,000			-		6,485,000		$	0.15
Exercised		(909,400	)	$	0.19		(10,058,660	)	$	0.16		-			-
Warrants expired		(17,871,666	)	$	0.22		(6,177,500	)	$	0.15		(8,446,438	)	$	0.33
Issued and exercisable		-			-		18,781,066		$	0.21		18,743,226		$	0.16

9.A.6.Differing Rights

—No Disclosure Necessary—

9.A.7.a.Subscription Warrants/Right

—No Disclosure Necessary—

9.A.7.b.Convertible Securities/Warrants

—No Disclosure Necessary—

9.C.Stock Exchanges Identified

The common shares of the Company are listed on the TSX Venture Exchange which is headquartered in Toronto, Ontario under the symbol “AVCR” and in United States quoted on the Pink Sheets under the symbol “AVCRF”.

Refer to ITEM #9.A.4 for trading information and history. At this time, the Company is not seeking a listing on any other stock exchange.

ITEM

ADDITIONAL INFORMATION

10.A.Share Capital

10.A.1.Authorized/Issued Capital.

At December 31, 2022, there were an unlimited number of common shares authorized and 99,244,664 common shares issued and outstanding.

At December 31, 2021, there were an unlimited number of common shares authorized and 97,535,264 common shares issued and outstanding.

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At December 31, 2020, there were an unlimited number of common shares authorized and 69,795,584 common shares issued and outstanding.

At December 31, 2019, there were an unlimited number of common shares authorized and 52,472,619 common shares issued and outstanding.

At December 31, 2018, there were an unlimited number of common shares authorized and 40,103,665 common shares issued and outstanding.

At December 31, 2017, there were an unlimited number of common shares authorized and 27,860,623 common shares issued and outstanding.

At December 31, 2016, there were an unlimited number of common shares authorized and 15,001,297 common shares issued and outstanding.

At December 31, 2015, there were an unlimited number of common shares authorized and 14,276,297 common shares issued and outstanding.

At June 30, 2015, there were an unlimited number of common shares authorized and 13,804,770 common shares issued and outstanding.

At June 30, 2014, there were an unlimited number of common shares authorized and 9,191,768 common shares issued and outstanding.

At June 30, 2013, there were an unlimited number of common shares authorized and 5,404,268 common shares issued and outstanding.

At June 30, 2012, there were an unlimited number of common shares authorized and 1,739,920 common shares issued and outstanding. On March 08, 2012 the Company consolidated its shares on a 10 to 1 basis

At June 30, 2011, there were an unlimited number of common shares authorized and 15,999,200 common shares issued and outstanding.

At June 30, 2010, there were an unlimited number of common shares authorized and 14,680,449 common shares issued and outstanding.

At June 30, 2009, there were an unlimited number of common shares authorized and 12,835,449 common shares issued and outstanding.

At June 30, 2008, there were an unlimited number of common shares authorized and there were 12,377,949 common shares issued and outstanding.

At June 30, 2007, there were an unlimited number of common shares authorized and there were 8,048,101 common shares issued and outstanding.

At June 30, 2006, there were an unlimited number of common shares authorized and there were 5,200,101 common shares issued and outstanding.

As of June 30, 2005, there were 25,000,000 common shares authorized and 3,946,101 common shares issued.

As of June 30, 2004, there were 25,000,000 common shares authorized and 3,196,101 common shares issued.

As of June 30, 2003, there were 25,000,000 common shares authorized and 612,868 common shares issued.

As of June 30, 2002, there were 25,000,000 common shares authorized and 594,118 common shares issued.

As of June 30, 2001, there were 25,000,000 common shares authorized and 294,118 common shares issued.

During the last five years, less than 10% of the capital has been “paid for” with assets other than cash.

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10.A.2.Shares Not Representing Capital.

—No Disclosure Necessary—

10.A.3.Shares Held By Company.

—No Disclosure Necessary—

10.A.4.Stock Options/Share Purchase Warrants

—Refer to Tables No. 8, No. 11 No. 13.—

10.A.5.Stock Options/Share Purchase Warrants

—Refer to Tables No. 8, No. 11 No. 13.—

10.A.6.History of Share Capital

The Company has financed its operations through funds raised in public and private placements of common shares and warrants and from revenues from the sale of its products. There is one class of shares with one vote per common share.


Balance, December 31, 2019	52,472,619	21,400,106
Shares issued for cash	6,260,000	626,000
Exercise of options	105,000	6,672
Shares issued for services (b)	3,480,000	52,200
Acquisition of HealthTab™ Inc. (a)	2,000,000	100,000
Shares issued for debt (c)	5,477,965	136,949
Share issue cost	-	(35,075	)
Balance, December 31, 2020	69,795,584	22,286,852
Shares issued for cash	15,740,000	2,414,000
Exercise of warrants	10,058,660	1,805,132
Exercise of stock options	1,666,020	312,052
Share issued for services (d)	275,000	38,500
Share issuance costs	-	(238,221	)
Balance, December 31, 2021	97,535,264	26,618,315
Exercise of warrants	909,400	175,412
Exercise of stock options	800,000	271,000
Balance, December 31, 2022	99,244,664	27,064,727

(a) On December 28, 2017, the Company completed the acquisition of all the common shares of HealthTab Inc. Under the share purchase agreement, the consideration paid by the Company included staged cash payment of $200,000 (paid in the fiscal year 2018), issuance of 2,666, 667 common shares (issued in the fiscal year 2018). In addition, in the years ended December 31, 2019 and 2020, common shares with an aggregate value of $200,000 were issued at the deemed price determined based on the market price of the shares at the time of issuance.

(b) The Company issued 3,480,000 common shares valued at $52,200 as bonus shares pursuant to a loan agreement.

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(c) The Company issued 5,477,965 common shares in exchange for services received and to settle accounts payables of $136,949. An aggregate of 1,900,000 shares were issued in settlement of $47,500 in amounts owing to certain directors and officers of the Company.

(d) The Company issued 275,000 common shares valued at $38,500 to a consultant in exchange for services received.

Except as disclosed above, no other shares were issued with a consideration other than cash during the years ended December 2020, 2021 and 2022. There were no changes in classes of shares or voting rights.

10.A.7.Resolutions/Authorizations/Approvals

—No Disclosure Necessary—

10.B.Memorandum and Articles of Association

The Company’s corporate constituting documents comprising the Notice of Articles and Articles are registered with the British Columbia Registrar of Companies under Incorporation No. BC0607937. A copy of the Articles was filed as an Exhibit 1 with the Company’s initial registration statement on Form 20-F.

The following is a summary of certain provisions of the Company’s Notice of Articles and Articles and certain provisions of the British Columbia Business Corporations Act (the “BCA”), applicable to the Company:

Objectsand Purposes

The Articles do not specify objects or purposes. Under both the BCA, a British Columbia corporation generally has all the legal powers of a natural person. British Columbia corporations may not undertake certain limited business activities such as operating as a trust company or railroad without alterations to its form of articles and specific government consent.

ShareCapital

The authorized capital of the Company consists of an unlimited number of common shares without par value. All of the common shares must be fully paid and are not subject to any future call or assessment. All of the common shares of the Company rank equally as to voting rights, participation in a distribution of the assets of the Company on a liquidation, dissolution or winding-up of the Company and the entitlement to dividends. The holders of the common shares are entitled to receive notice of all shareholder meetings and to attend and vote at such meetings. Shareholders are not entitled to cumulative voting. Each common share carries with it the right to one vote. The common shares do not have pre-emptive or conversion rights. In addition, there are no sinking fund or redemption provisions applicable to the common shares or any provisions discriminating against any existing or prospective holders of such securities as a result of a shareholder owning a substantial number of shares.

ShareCertificates

Under the Articles, a shareholder is entitled to a share certificate representing the number of shares of the Company held or a written acknowledgement of the shareholder’s right to obtain such a share certificate.

NoLimitation on Foreign Ownership

There are no limitations under the Company’s Articles or in the BCA on the right of persons who are not citizens of Canada to hold or vote common shares.

Dividends

Dividends may be declared by the Board out of available assets and are paid rateably to holders of common shares. No dividend may be paid if the Company is, or would thereby become, insolvent.

VotingRights

Each of the Company’s common share is entitled to one vote on matters to which common shares ordinarily vote including the annual election of directors, appointment of auditors and approval of corporate changes. There are no cumulative voting rights applicable to the Company.

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BorrowingPowers

The Company, if authorized by the directors, may: (a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; (b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; (c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and (d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

IndemnityProvisions

Under the Articles and the BCA, the Company is now permitted (and is, in some circumstances, required) to indemnify a past or present director or officer of the Company or an associated corporation without obtaining prior court approval in respect of an “eligible proceeding”. An “eligible proceeding” includes any legal proceeding relating to the activities of the individual as a director or officer of the Company. However, under the BCA, the Company will be prohibited from paying an indemnity if: (a) the party did not act honestly and in good faith with a view to the best interests of the Company; (b) the proceeding was not a civil proceeding and the party did not have reasonable grounds for believing that his or her conduct was lawful; and (c) the proceeding is brought against the party by the Company or an associated corporation.

Directors– Number and Qualification

The Company’s Articles do not specify a maximum number of directors. The minimum under British Columbia law for a public company is three. The number of directors shall be the number of directors fixed by the directors annually or the number that are actually elected at a general shareholders meeting under the Existing Articles. The number of directors is determined, annually, by shareholders at the annual shareholders meeting and all directors are elected at that time. Under the Articles the directors are entitled between successive annual general meetings to appoint one or more additional directors but not more than one-third of the number of directors fixed at a shareholders’ or actually elected at the preceding annual shareholders’ meeting. Directors automatically retire at the commencement of each annual meeting but may be re-elected thereat.

Directors must be of the age of majority (18), and meet eligibility criteria including being mentally competent, not an un-discharged bankrupt, no fraud related convictions in the previous five years. There are residency requirements and there is no mandatory retirement age either under the Articles or under the BCA. Directors need not own any shares of the Company in order to qualify as directors.

Directors- Powers and Limitations

Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders as governed by the BCA. Directors may, by resolution, create and appoint an executive committee consisting of the director or directors that they deem appropriate. This executive committee has, during the intervals between meetings of the Board, all of the directors’ powers, except the power to fill vacancies in the Board, the power to remove a Director, the power to change the membership of, or fill vacancies in, any committee of the Board and any such other powers as may be set out in the resolution or any subsequent directors’ resolution. Directors may also by resolution appoint one or more committees other than the executive committee. These committees may be delegated any of the directors’ powers except the power to fill vacancies on the board of directors, the power to remove a director, the power to change the membership or fill vacancies on any committee of the directors, and the power to appoint or remove officers appointed by the directors.

Under the BCA, directors are obligated to abstain from voting on matters in which they may be financially interested after disclosing in writing such interest. Directors’ compensation is not a matter on which they must abstain. Directors’ borrowing powers are not generally restricted where the borrowing is in the Company’s best interests, but the directors may not authorize the Company to provide financial assistance for any reason where the Company is insolvent or the providing of the guarantee would render it insolvent.

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Amendmentof Articles and Notice of Articles; Special Transactions

The Articles provide that the general authority required to amend all provisions of the Company’s Articles and the Notice of Articles relating to the authorized share structure is a resolution of the directors and the attachment of special rights and restrictions thereto, including any changes therein, an ordinary resolution. If the amendment prejudices or interferes with the rights or special rights attached to any class of issued shares, by the provisions of the BCA, the consent of the holders of that class of shares by a special separate resolution is also required.

Certain corporate changes or proposed transactions including amalgamation with another company, sale of substantially all of the Company’s assets, re-domiciling out of the jurisdiction of British Columbia, creation of new classes of shares not only require the consent of the holders of common shares by a special separate resolution but generally also give rise to a dissent right which is the right to be paid the fair value of the stockholder’s shares in cash if the required special resolution is actually passed and the Company elects to proceed with the matter notwithstanding receipt of dissent notices. A notice of a shareholders meeting at which such a change or proposed transaction is intended to be considered must include a prominent notice of the dissent right. Dissent provisions are governed by the BCA and not by the Articles of the Company.

Under the Articles, a special separate resolution requires a majority of three-quarters of the votes cast.

Shareholders’Meetings

In addition to reflecting the present notice and other provisions of the BCA relating to shareholders’ meetings, the Articles provide that shareholders’ meetings may be held at such place as is determined by the directors. Shareholders meetings are governed by the Articles of the Company but many important protections and procedures are contained within the BCA and the Securities Act (British Columbia) and the Securities Act (Alberta) and the respective regulations and rules thereto and the policy statements, notices and blanket orders of the respective commissions of each of British Columbia and Alberta, together with the national policy statements, and national instruments applied by the such commissions (collectively, “Applicable Canadian Securities Law”). The Articles provide that the Company will hold an annual shareholders’ meeting, will provide at least 21 days’ notice and will provide for certain procedural matters and rules of order with respect to conduct of the meeting. The BCA and Applicable Canadian Securities Law superimpose requirements that generally provide that shareholders meetings require not less than a 60 day notice period from initial public notice and that the Company makes a thorough advanced search of intermediary and brokerage registered shareholdings to facilitate communication with beneficial shareholders so that meeting proxy and information materials can be sent via the brokerages to unregistered but beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by Applicable Canadian Securities Law and includes the specifics relating to disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year and full details of any unusual matters or related party transactions.

The Company must hold an annual shareholders meeting open to all shareholders for personal attendance or by proxy at each shareholder’s determination. The meeting must be held within 15 months of the previous annual shareholders meeting and must present audited statements which are dated no more than six months prior to such meeting.

Changein Control

The Company has not implemented any shareholders’ rights or other “poison pill” protection against possible take-overs. The Company does not have any agreements which are triggered by a take-over or other change of control. There are no provisions in its articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. There are no provisions in the Company’s material agreements giving special rights to any person on a change in control.

InsiderShare Ownership Reporting

The Articles of the Company do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to the Company’s shareholders. There are no requirements under the BCA to report ownership of shares of the Company but Applicable Canadian Securities Law requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares) within 5 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales.

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ApplicableCanadian Securities Law

Applicable Canadian Securities Law governs matters typically pertaining to public companies such as continuous quarterly financial reporting, immediate disclosure of material changes, insider trade reporting, take-over protections to ensure fair and equal treatment of all shareholders, exemption and resale rules pertaining to non-prospectus securities issuances as well as civil liability for certain misrepresentations, disciplinary, appeal and discretionary ruling matters. All of the Company’s shareholders regardless of residence have equal rights under this legislation.

10.C.Material Contracts

There are currently no material contracts.

10.D.Exchange Controls

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company’s securities, except as discussed in ITEM 10, “Taxation” below.

Restrictions on Share Ownership by Non-Canadians: There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians. If a “non-Canadian” (for example, a US resident acquirer) were to acquire such a control position, they would not be required to do any filings or provide any notices to the Ministry of Industry (Canada) unless notified first by that Ministry that their acquisition of control was under review.

Canada has, as does the United States, competition laws designed to promote competition in industry and markets. The Competition Act (Canada) provides Canada’s federal government with the power to review or prevent business transactions, such as acquiring a controlling interest in a company similar to the Company , if it is found that the acquisition of control would reduce competition in a given market or industry. Since the market that the Company competes in is extremely competitive, no single company, including the Company, seems to have significant market power. Acquisition of the Company, therefore, would not lead to reduced competition.

10.E.Taxation

CanadianFederal Income Tax Considerations:

The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of common shares of the Company (a “U.S. Holder”) who deals at arm’s length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the “Act”) and the Canada – United States Income Tax Convention (the “Treaty”), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.

Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 5% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares. The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.

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In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Company unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the capital stock of the Company was owned by (or was under option of or subject to an interest of) the U.S. holder or persons with whom the U.S. holder did not deal at arm’s length, and (ii) the value of the common shares of the Company at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada. For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources, certain other rights in respect of natural resources situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. The Company believes that it was not a passive foreign investment company for the taxable year ended December 31, 2019 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.

Dividends:

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the “Treaty”), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%. If the Holder is a company that owns at least 10% of the voting stock of the Company paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Dispositionof Common Shares:

A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted “taxable Canadian property” as defined by the Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm’s length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company. The TSX Venture Exchange is a prescribed stock exchange under the Act. A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless:

(a) More than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties,

(b) The common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or

(c) The Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.

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A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include half of the capital gain (taxable capital gain) in computing the Holder’s taxable income earned in Canada. The Holder may, subject to certain limitations, deduct half of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

UnitedStates Taxation:

For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation (“U.S. Taxpayer”) will recognize a gain or loss on the sale of the Company’s common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares. The gain or loss will be a capital gain or capital loss if the Company’s common shares are a capital asset in U.S. Taxpayer’s hands.

For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on the Company’s common shares. A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability. A domestic corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on the Company’s common shares.

Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply. United States Investors should consult their own tax advisors concerning these requirements.

10.F.Dividends and Paying Agents

The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

Notwithstanding the aforementioned: the Company is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock ownership to determine entitlement; has no specific procedures for non-resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders. The Company has not nominated any financial institutions to be the potential paying agents for dividends in the United States.

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10.G.Statement by Experts

The Company’s auditor for its consolidated financial statements was Manning Elliot for the years ended December 31, 2022, 2021 & 2020. Their audit reports for the years ended December 31, 2022, 2021, and 2020 are included with the related consolidated financial statements in this Annual Report.

10.H.Document on Display

— No Disclosure Necessary —

ITEM

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

— No Disclosure Necessary —

ITEM

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.Debt Securities

— No Disclosure Necessary —

12.B.Warrants and Rights

— No Disclosure Necessary —

12.C.Other Securities

— No Disclosure Necessary —

12.D.American Depository Shares

— No Disclosure Necessary —

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PART

ITEM

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

— No Disclosure Necessary —

ITEM

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

— No Disclosure Necessary —

ITEM

CONTROLS AND PROCEDURES

The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as of December 31, 2022. The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of December 31, 2022, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’sAnnual Report on Internal Control over Financial Reporting

The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS as issued by IASB. The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Company’s Audit Committee.

Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal Control – Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has assessed the effectiveness of the Company’s internal control over financial reporting and concluded that such internal control over financial reporting is effective as of December 31, 2022.

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Limitationson the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

AttestationReport of the Registered Accounting Firm.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.

Changesin Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company’s internal controls over financial reporting during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting with regard to deficiencies or material weaknesses other than the corrective actions to ensure proper disclosure is included in the Company’s filings under the Exchange Act, including the Form 20-F Annual Report.

ITEM

RESERVED

ITEM

16A. AUDIT COMMITTEE FINANCIAL EXPERT

Mr. David Hall is a financially literate member of the Company’s Audit Committee.

ITEM

16B. CODE OF ETHICS

The Company has not adopted a formal code of ethics because, as a TSX Venture Exchange issuer, the Company is only required have an audit committee.

In lieu of a code of ethics, the Company has adopted the following methodology with respect to corporate governance.

The management of the Company is responsible for establishing and maintaining disclosure controls and procedures for information relating to the Company, including its consolidated subsidiaries. The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting.

The Company’s Board of Directors facilitates its exercise of independent supervision over management by ensuring that the Board of Directors is composed of a majority of independent directors. The Board of Directors, at present, is composed of six directors, four of which are considered to be independent. Two directors, Mr. Hector Bremner and Mr. Rodger Seccombe are also senior officers. In determining whether a director is independent, the Board considers, for example, whether the director has a relationship, which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management.

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The Board of Directors monitors the ethical conduct of Avricore Health and its management and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board of Directors has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board of Directors in which the director has an interest, have been sufficient to ensure that the Board of Directors operates independently of management and in the best interests of the Company.

The Board of Directors is specifically responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for all material contracts, business transactions and all debt and equity financing proposals. The independent directors on the Board of Directors are also responsible for approving senior executive compensation and retirement plans.

The Board of Directors delegates to management, through the offices of Chief Executive Officer and Chief Financial Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board of Directors also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

Given the relatively small composition of the Board of Directors and the Company’s management over the last several years, the Board of Directors has not appointed a corporate governance committee and these functions are currently performed by the Board of Directors as a whole.

ITEM

16C. PRINCIPAL ACCOUNTING FEES AND SERVICES

ExternalAuditor Service Fees

The Company’s auditors were Manning Elliot LLP for the years ended December 31, 2020-2022. The following table sets out the aggregate fees billed by Manning Elliot LLP over their engagement with the Company.

Year ended	Audit<br> Fees		Audit Related Fees^(1)^		Tax Fees^(2)^		All Other Fees^(3)^
December 31, 2022	$	65,000	$	4,500	$	Nil	$	7,500<br> (0	%)
December 31, 2021	$	29,500	$	Nil	$	Nil	$	Nil<br> (0	%)
December 31, 2020	$	26,000	$	Nil	$	Nil	$	Nil<br> (0	%)
^(1)^	Related<br> to assurance and related services that are reasonably related to the performance of the audit<br> and review of the Company’s financial statements and not included in the amounts noted<br> under Audit Fees.
---	---
^(2)^	Related<br> to fees billed by the Company’s external auditor for professional services rendered<br> for tax compliance, tax advice and tax planning.
^(3)^	Related<br> to other accounting services that is excluded from the Audit Fees.

Pre-ApprovalPolicies and Procedures

The Audit Committee has adopted an Audit Committee Charter (see “Exhibit”) governing the provision of audit and non-audit services by the external auditor. This charter requires the Audit Committee to:

1.	recommend<br> to the Board of Directors the external auditor to be nominated by the Board of Directors<br> and the compensation of the external auditor, and
2.	to<br> pre-approve all non-audit services provided by the external auditor.

| 41 |

| --- |

ITEM

16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

—Not applicable—

ITEM

16E. PURCHASES OF EQUITY SECURITIES BY THE COMPANY/AFFILIATED PURCHASERS

—Not applicable—

ITEM

16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

—Not applicable—

ITEM

16G. CORPORATE GOVERNANCE

—Not applicable—

ITEM

16H. MINE SAFETY DISCLOSURE

—Not applicable—

ITEM

16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PRESEVNT INSPECTIONS

—Not applicable—

| 42 |

| --- |

PART

III

ITEM

FINANCIAL STATEMENTS

The Company’s financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The audit reports of Manning Elliott LLP, Chartered Professional Accountants, are included herein immediately preceding the audited financial statements. (Manning Elliot LLP, Vancouver, British Columbia; PCAOB ID # 1524).

AuditedFinancial Statements

— included after exhibit list

ITEM

FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to ITEM #17.

ITEM

EXHIBITS

The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The report of the Company’s independent auditors for the audited financial statements are included herein immediately preceding the audited financial statements.

(A) Financial information

(i)	Audited<br> Consolidated Financial Statements for the year ended December 31, 2022.
1.	Auditor’s Reports, dated May 1, 2023, April 22, 2022 and April 28, 2021.
---	---
2.	Consolidated Statements of Financial Position at December 31, 2022 and 2021.
3.	Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021, and 2020.
4.	Consolidated Statements of Changes in Equity (Deficiency) for the years ended December 31, 2022, 2021, and 2020.
5.	Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020.
6.	Notes to Consolidated Financial Statements.

| 43 |

| --- |

(B) Index to Exhibits:

1.	Articles<br> of Incorporation –
	Amendment<br> to Articles of Incorporation, Name Change, July 28, 2014, filed with Form 6-K, November 18,<br> 2014
	Amendment<br> to Articles of Incorporation, Name Change, November 5, 2018, filed with Form 6-K, June 17,<br> 2019
2.	Instruments<br> defining the rights of holders – N/A
3.	Intentionally<br> deleted.
4.	Material<br> contracts – N/A
5.	N/A
6.	Calculation<br> of earnings per share – N/A
7.	Explanation<br> of calculation of ratios – N/A
8.	Subsidiaries<br> - N/A
9.	Statement<br> pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public<br> offerings of securities – N/A
10.	Notice<br> required by Rule 104 of Regulation BTR – N/A
11.	Code<br> of Ethics – N/A
12.1*	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes–Oxley Act of 2002
12.2*	Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes–Oxley Act of 2002
13.1*	Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes–Oxley Act of 2002
13.2*	Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes–Oxley Act of 2002
14.	Legal<br> opinion – N/A
15.	Additional exhibits:
a)	Audit Committee Charter
---	---
b)	Stock Option Plan
16.	Mine<br> Safety Disclosures – N/A
---	---
101.	INS*<br> XBRL Instance Document
101.	SCH*<br> XBRL Taxonomy Extension Schema Document
101.	CAL*<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.	DEF*<br> XBRL Taxonomy Extension Definitions Linkbase Document
101.	LAB*<br> XBRL Taxonomy Extension Label Linkbase Document
101	.PRE*XBRL<br> Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

| 44 |

| --- |

Avricore

Health Inc.

Consolidated

Financial Statements

For

the years ended December 31, 2022, 2021 and 2020

| F-1 |

| --- |

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinionon the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Avricore Health Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the years ended December 31, 2022, 2021 and 2020, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022, 2021 and 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

ExplanatoryParagraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1, the Company has negative operating cash flows and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matters

Critical audit matters are matters arising from the current period audit of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/Manning Elliott LLP

CHARTERED

PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

May 1, 2023

PCAOB

ID: 1524

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

| F-2 |

| --- |

AvricoreHealth Inc.

Consolidated Statements of Financial Position

As at December 31, 2022 and 2021

(Expressedin Canadian Dollars)

	Note

ASSETS
Current Assets
Cash and cash equivalents
Term deposit
Accounts receivable	4
Prepaid expenses and deposits	5
Current assets
Equipment	6
Intangible assets	7
Total Assets
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	8
Deferred revenue
Loans payable	9
Liabilities
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital	10
Reserves	10
Deficit		)	)
Equity
Total Liabilities and Shareholders’ Equity (Deficiency)

All values are in US Dollars.

Nature of operations and going concern (Note 1)

Subsequent events (Note 19)

Approved and authorized on behalf of the Board of Directors on May 1, 2023.

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

The

accompanying notes are an integral part of these consolidated financial statements

| F-3 |

| --- |

AvricoreHealth Inc.

Consolidated Statements of Operations and Comprehensive Loss

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

	Note

Revenue	18			33,030
Cost of sales				15,550
Gross profit				17,480
Expenses
Advertising and promotion				-
Amortization	6 & 7			-
Consulting	12			174,321
General and administrative	11			114,227
Management Fees	12			270,000
Shareholder communications				31,251
Professional fees	12			159,593
Share-based compensation	10 & 12			130,219
Expense, by nature		)	)	(879,611	)
Other income (expense)
Finance costs	9		)	(158,952	)
Gain on settlement and write-off of liabilities				33,899
Foreign exchange gain (loss)			)	(6,350	)
Write-down on inventories				(180,432	)
Interest income				-
Write-off of accounts receivable		)		-
Net loss from continuing operations		)		(311,835	)
Net loss and comprehensive loss for the year		)	)	(1,173,966	)
Basic and Diluted Loss Per Share		)	)	(0.02	)
Weighted Average Number of Common Shares Outstanding				60,449,165

All values are in US Dollars.

Segmented information (Note 14)

The

accompanying notes are an integral part of these consolidated financial statements

| F-4 |

| --- |

Avricore Health Inc.

Consolidated Statements of Changes in Equity (Deficiency)

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)



Balance, December 31, 2019	52,472,619						)	)
Shares issued for cash	6,260,000
Exercise of options	105,000					)
Shares issued for services	3,480,000
Acquisition of HealthTab™ Inc.	2,000,000		)
Shares issued for debt	5,477,965			)
Share issue cost	-	)						)
Share subscriptions received	-
Share-based compensation	-
Net loss for the year	-						)	)
Balance, December 31, 2020	69,795,584						)	)
Shares issued for cash	15,740,000			)
Exercise of warrants	10,058,660				)
Exercise of stock options	1,666,020					)
Share issued for services	275,000
Share issuance costs	-	)						)
Share-based compensation	-
Net loss for the year	-						)	)
Balance, December 31, 2021	97,535,264						)

All values are in US Dollars.

The accompanying

notes are an integral part of these consolidated financial statements

| F-5 |

| --- |

AvricoreHealth Inc.

Consolidated Statements of Changes in Equity (Deficiency)

For the years ended December 31, 2022, 2021 and 2020

(Expressedin 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			)

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements

| F-6 |

| --- |

AvricoreHealth Inc.

Consolidated Statements of Cash Flows

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)



Operating Activities
Net loss	)	)	(1,173,966	)
Adjustment for non-cash items:
Amortization			-
Finance cost			144,488
Gain on settlement of liabilities			(33,899	)
Write-down of inventories			180,432
Write-off of accounts receivable			-
Share-based payments			130,219
Change in working capital items:
Accounts receivable	)	)	3,546
Prepaid expenses and deposits			45,259
Deferred revenue			-
Inventories			(180,432	)
Accounts payable and accrued liabilities		)	(339,043	)
Net cash used in operating activities	)	)	(1,223,396	)
Investing Activities
Intangible assets	)	)	-
Purchase of equipment	)	)	-
Term deposit	)		-
Net cash used in investing activities	)	)	-
Financing Activities
Proceeds from issuance of shares			626,000
Proceeds from exercise of warrants			-
Proceeds from exercise of stock options			5,250
Share issuance costs		)	(25,242	)
Share subscription received			10,000
Loan repaid		)	-
Loan proceeds			940,000
Finance cost			(30,000	)
Lease payments			(13,696	)
Net cash provided by financing activities			1,512,312
(Decrease) increase in Cash and Cash Equivalents	)		288,916
Cash and Cash Equivalents, Beginning of Year			13,799
Cash and Cash Equivalents, End of Year			302,715
Cash and Cash Equivalents Consist of:
Cash			292,715
Guaranteed investment certificates			10,000
Cash and Cash Equivalents			302,715

All values are in US Dollars.

Supplemental cash flow information (Note 15)

The

accompanying notes are an integral part of these consolidated financial statements

| F-7 |

| --- |

AvricoreHealth Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin 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 OTCIQ Market as “NUVPF”. 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 Company has always experienced operating losses and negative operating cash flows. Operations have historically been funded by the issuance of share capital but there is no guarantee that such funding will be available in the future. These conditions indicate the existence of material uncertainty that may cast substantial doubt on the Company’s ability to continue as a going concern

The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations, 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.

SCHEDULE

OF DEFICIT

	December 31, 2022		December 31, 2021		December 31, 2020

Deficit		)		)		)

All values are in US Dollars.

2. BASIS OF PRESENTATION

a) Statement of Compliance

The consolidated financial statements for the year ended December 31, 2022 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), 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 significant accounting policies are presented in Note 3 and have been consistently applied in each of the periods presented. The consolidated financial statements are presented in Canadian dollars, which is also the Company’s and its subsidiary’s functional currency, unless other indicated.

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.

| F-8 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

2.	BASIS OF PRESENTATION (continued)

c) Basis of consolidation

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 the 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.

3. SUMMARY OF SIGNIFICANT 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 it 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<br> a customer;
●	Identify the performance<br> obligations in the contract;
●	Determine the transaction<br> price;
●	Allocate the transaction<br> price to the performance obligations; and
●	Recognize revenue when, or<br> 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.

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 stopped except to the extent of fees that have already been collected

| F-9 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

TheCompany 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.

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.

d) Cash and cash equivalents

Cash equivalents include short-term guaranteed investment certificates readily convertible into a known amount of cash, which is subject to insignificant change in value.

| F-10 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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. 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 and software at 20%.

g) Share-based payments

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

h) Share capital

Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company. Any previously recorded share-based payment included in the reserves account is transferred to share capital on exercise of options. 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 priced 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) Loss per share

Basic loss per share is calculated by dividing the net 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 loss per share are the same for the periods presented.

| F-11 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

| F-12 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

k) Financial Instruments (continued)

Financialassets 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.

Impairmentof 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.

Derecognition

Financialassets

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.

The Company provides information about its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair value:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs)

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.

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 to sell 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.

| F-13 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

I) Impairment of equipment and intangible assets (continued)

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

m) Significant accounting estimates and judgments

Estimates

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

Share-based payments

The Company grants share-based awards to certain directors, officers, employees, consultants and other eligible persons. For equity-settled awards, the fair value is charged to the statement of operations and comprehensive 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. Changes in these assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s options and warrants issued. 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 actual lives of the assets are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product lifecycles, and maintenance are taken into account.

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 for Revenue Recognition have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.

| F-14 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

3. SUMMARY OF SIGNIFICANT 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, 2022. 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) Accounting standards issued but not yet effective

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, 2022	December 31, 2021

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 $6,932 (2021 - $35,949), prepaid business insurance of $11,299 (2021 - $6,518) and security deposits of $12,000 (2021 - $12,000).

| F-15 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

6. EQUIPMENT

SCHEDULE

OF EQUIPMENT

	Equipment

Cost
Balance, December 31, 2020
Additions
Balance, December 31, 2021
Beginning balance
Additions
Balance, December 31, 2022
Accumulated Amortization
Balance, December 31, 2020
Amortization
Balance, December 31, 2021
Beginning balance
Amortization
Balance, December 31, 2022
Ending balance
Carrying value
As at December 31, 2021
As at December 31, 2022
Ending balance

All values are in US Dollars.

Equipment is comprised primarily of assets deployed to earn revenues.

7. INTANGIBLE ASSETS

SCHEDULE

OF INTANGIBLE ASSETS

	Software	HealthTab™	Corozon	Emerald	Total

Cost
Balance, December 31, 2020
Additions
Balance, December 31, 2021
Additions
Balance, December 31, 2022
Accumulated Amortization
Balance, December 31, 2020
Amortization
Balance, December 31, 2021
Amortization
Balance, December 31, 2022
Carrying value
As at December 31, 2021
As at December 31, 2022

All values are in US Dollars.

| F-16 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED COSTS

	December 31, 2022	December 31, 2021

Trade accounts payable
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 entered into a loan agreement with a third party for a secured loan in the amount of $1,000,000 (the “Loan”). The Loan was for a term of one year from the date of receipt of the funds, bore interest at a rate of 10% per annum and was secured with all of the present and after-acquired property of the Company. The loan was subject to an interest reserve of $100,000 held back from the loan advance. The Company paid a loan application fee in the amount of $30,000 and issued 3,480,000 bonus shares with a fair value of $52,500, which was recorded against the carrying value of the Loan.

During the year ended December 31, 2022, the Company recorded $Nil (2021 - $21,096) as interest expense and recorded $Nil (2021 - $17,342) as accretion expense on the loan which was been included in finance cost in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2021, the Company repaid the outstanding loan balance of $1,000,000 at the end of the term.

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, 2025. The loan is interest-free until December 31, 2023. Thereafter, the outstanding loan balance will bear interest at the rate of 5% per annum.

10. SHARE CAPITAL

Authorizedshare capital

Authorized: Unlimited number of common shares without par value.

Issuedshare capital

Duringthe year ended December 31, 2022:

The

Company issued 909,400 common shares upon exercise of warrants for gross proceeds of $173,880.

The

Company issued 800,000 common shares upon exercise of stock options for gross proceeds of $80,000.

Duringthe year ended December 31, 2021:

The

Company issued 10,058,660 common shares upon exercise of warrants for gross proceeds of $1,653,737.

The

Company issued 1,666,020 common shares upon exercise of stock options for gross proceeds of $125,657.

The

Company issued 275,000 common shares valued at $38,500 to a consultant in exchange for services received.

| F-17 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

10.	SHARE CAPITAL (continued)

On

February 12, 2021, the Company completed a non-brokered private placement and issued 7,000,000 units at a price of $0.22 per unit for gross proceeds of $1,540,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.30 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company’s directors and officers participated in the private placement. The Company paid finder’s fee totaling $56,320 and issued 256,000 finder’s warrants valued at $39,206.

On

January 28, 2021, the Company closed the final tranche of a non-brokered private placement and issued 8,740,000 units at a price of $0.10 per unit for gross proceeds of $874,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.15 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company’s directors and officers participated in the private placement. The Company paid finder’s fee totaling $27,800 and issued 278,000 finder’s warrants valued at $100,419.

Duringthe year ended December 31, 2020:

The

Company closed a tranche of a non-brokered private placement and issued 6,260,000 units at a price of $0.10 per unit for gross proceeds of $626,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.15 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company paid finder’s fee totaling $22,500 and issued 225,000 finder’s warrants valued at $9,833. The Company’s directors and officers participated in the private placement.

The

Company issued 5,477,965 common shares in exchange for services received and to settle accounts payables of $136,949. An aggregate of 1,900,000 shares were issued in settlement of $47,500 in amounts owing to certain directors and officers of the Company. The common shares issued to the related parties are subject to a four month plus one day hold period.

The

Company issued 105,000 common shares pursuant to the exercise of stock options for gross proceeds of $5,250. $1,422 was reclassified from reserves to share capital on exercise of the options.

The

Company issued 2,000,000 common shares valued at $100,000 related to the acquisition of HealthTab™.

The

Company issued 3,480,000 common shares valued at $52,200 as bonus shares pursuant to a loan agreement.

Stockoptions

The Company has adopted an incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to executive officers, directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. 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.

| F-18 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

10.	SHARE CAPITAL (continued)

The changes in stock options including those granted to directors, officers, employees and consultants are summarized as follows:

SCHEDULE OF SUMMARIZES THE SHARE OPTION ACTIVITY

	Year ended<br> <br>December 31, 2022					Year ended<br> <br>December 31, 2021					Year ended<br> <br>December 31, 2020
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Beginning Balance		7,880,052		$	0.13		6,706,072		$	0.08		5,241,072		$	0.13
Options granted		3,125,000		$	0.15		2,840,000		$	0.22		1,730,000		$	0.08
Expired/Cancelled		(1,570,052	)	$	0.13		-			-		(160,000	)	$	0.07
Exercised		(800,000	)	$	0.10		(1,666,020	)	$	0.08		(105,000	)	$	0.05
Ending Balance		8,635,000		$	0.14		7,880,052		$	0.13		6,706,072		$	0.08
Exercisable		6,216,250		$	0.14		7,692,552		$	0.13		6,706,072		$	0.08

The following table summarizes information about stock options outstanding and exercisable as at December 31, 2022:

SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE

Exercise Price			Expiry date	Options
				Outstanding		Exercisable
$	0.17		March 13, 2023		250,000		250,000
$	0.10	^(1)^	March 27, 2023		200,000		200,000
$	0.10	^(2)^	April 11, 2023		150,000		150,000
$	0.075		January 24, 2024		140,000		140,000
$	0.06		April 1, 2024		140,000		140,000
$	0.05		October 15, 2024		1,470,000		1,470,000
$	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		2,725,000		681,250
$	0.15		August 12, 2027		100,000		25,000
$	0.16		October 12, 2027		300,000		-
					8,635,000		6,216,250
(1)	Options repriced<br>from $0.24 to $0.10 during the year ended December 31, 2020
---	---
(2)	Options repriced<br>from $0.21 to $0.10 during the year ended December 31, 2020
---	---

The

weighted average remaining life of the stock options outstanding at December 31, 2022 is 3.17 years. The weighted average fair value of options granted during the year ended December 31, 2022 is $0.13 per option.

Share-basedcompensation

Share-based

compensation of $331,522 was recognized during the year ended December 31, 2022 (2021 - $495,791) respectively, for stock options granted, and vested during the year. Options issued to directors and officers of the Company vested immediately, while those issued to consultants vest over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.

| F-19 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

10.	SHARE CAPITAL (continued)

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

SCHEDULE OF SHARE BASED COMPENSATION FOR OPTIONS GRANTED


Expected life	0.8 – 2.65 years		1 – 5 years		2 – 5 years
Volatility	94% - 193	%	134% - 211	%	141%<br>- 180	%
Dividend yield	0	%	0	%	0	%
Risk-free interest rate	1.46% - 3.71	%	0.32%<br>- 0.99	%	0.23%<br>- 0.47	%

Option pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

Warrants

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

SUMMARY

OF CHANGES IN WARRANTS

	Year ended <br><br>December 31, 2022					Year ended <br><br>December 31, 2021					Year ended <br><br>December 31, 2020
	Number of Warrants			Weighted Average Exercise Price		Number of Warrants			Weighted Average Exercise Price		Number of Warrants			Weighted Average Exercise Price
Beginning Balance		18,781,066		$	0.21		18,743,226		$	0.16		20,704,664		$	0.24
Warrants issued		-			-		16,274,000		$	0.22		6,485,000		$	0.15
Warrants exercised		(909,400	)	$	0.19		(10,058,660	)	$	0.16		-			-
Warrants expired		(17,871,666	)	$	0.22		(6,177,500	)	$	0.15		(8,446,438	)	$	0.33
Outstanding		-			-		18,781,066		$	0.21		18,743,226		$	0.16

Fair value of the finder’s warrants granted was measured using the Black-Scholes pricing model with the following assumptions:

SUMMARY

OF FAIR VALUE OF WARRANTS GRANTED


Expected life	-	1 year		1 year
Volatility	-	195%<br>- 200	%	190	%
Dividend yield	-	0	%	0	%
Risk-free interest rate	-	0.15% - 0.17	%	0.26	%

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.

| F-20 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

11. GENERAL AND ADMINISTRATIVE EXPENSES

SUMMARY OF GENERAL AND ADMINISTRATIVE EXPENSES

	2022	2021	2020
	Years ended December 31,
	2022	2021	2020

Bad debt
Bank service charges
Filing and registration fees
Insurance
Investor relations
Office maintenance
Payroll
Regulatory fees
Rent
Travel
General and administrative expenses

All values are in US Dollars.

12. RELATED PARTY TRANSACTIONS

For the years ended December 31, 2022, 2021 and 2020, the Company recorded the following transactions with related parties:

a)	$168,000<br> in management fees (2021 - $150,000; 2020 - $150,000) to the Chief Executive Officer of the<br> Company along with a bonus award of $nil (2021 - $35,000, 2020 - $nil).
b)	$nil<br> in management fees to the former President and Chief Executive Officer of the Company (2021<br> - $20,000, 2020 - $120,000).
c)	$124,200<br> in professional fees (2021 - $120,000; 2020 - $120,000) to a company controlled by the Chief<br> Financial Officer of the Company along with a bonus award of $nil (2021 - $30,000, 2020 -<br> $nil).
d)	$168,000<br> in consulting fees (2021 - $127,500; 2020 - $120,000) to the Chief Technology Officer of<br> the Company along with a bonus award $nil (2021 - $35,000 and 2020 - $nil).
e)	In<br> 2020 the Company issued an aggregate of 1,900,000 shares in settlement of $47,500 in amounts<br> owing to certain directors and officers of the Company for services received in 2019. The<br> shares issued to the related parties are subject to a four month plus one day hold period.<br> There was no gain or loss on settlement.

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

	2022	2021	2020
	Years ended December 31,
	2022	2021	2020

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

All values are in US Dollars.

There were no amounts due to related parties as at December 31, 2022, 2021 and 2020.

| F-21 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

13. CAPITAL DISCLOSURES

The Company includes shareholders’ equity in the definition of capital. 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 will not issue additional equity until 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, 2022.

14. SEGMENTED INFORMATION

At December 31, 2022 2021 and 2020, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.

15. SUPPLEMENTAL CASH FLOW INFORMATION

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

During the year ended December 31, 2021, the Company:

-

Issued common shares against subscriptions of $10,000 received in prior year.

-

Issued 275,000 common shares valued at $38,500 for services received

During the year ended December 31, 2020, the Company:

-

Issued in total 2,000,000 common shares valued at $100,000 related to the acquisition of HealthTab™.

-

Issued in total 3,480,000 common shares valued at $52,200 as bonus shares under a loan.

-

Issued 5,477,965 common shares at a price of $0.025 per share to settle an outstanding debt of $136,949.

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, 2022, 2021 and 2020:

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	)	)	)
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses
Change in unrecognized deductible temporary differences
Total income tax expense (recovery)

All values are in US Dollars.

| F-22 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

16.	INCOME TAXES (continued)

The significant components of the Company’s deferred tax assets and liabilities 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.

The Company has approximately $21,261,000 in non-capital losses for Canadian tax purposes which begin expiring in 2026.

17. FINANCIAL INSTRUMENTS AND FINANCIAL 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.

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 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 99% of trade receivables are due from one customer at December 31, 2022 (2021 – 76% from one customer).

| F-23 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin 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. Due to the ongoing COVID-19 pandemic, liquidity risk has been assessed as high.

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.

Contractual undiscounted cash flow requirements for financial liabilities as at December 31, 2022 are as follows:

SUMMARY

OF CONTRACTUAL UNDISCOUNTED CASH FLOW FINANCIAL LIABILITIES

	Carrying value	Contractual Cash flows	Within 1 year	1 - 5 Years

Accounts payable and accrued liabilities
Deferred revenue
Loan payable

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.

Currencyrisk

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.

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.

d)	Fair values of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:

Cash and cash equivalents are measured at fair value. For accounts receivable, accounts payable, and loans payable carrying amounts approximate fair value due to their short-term maturity;

| F-24 |

| --- |

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022, 2021 and 2020

(Expressedin Canadian Dollars)

17.	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
d)	Fair values of financial instruments (continued)
---	---

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.

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. Currently, the Company has no financial instruments at this level.

18. REVENUE

Revenues earned comprise lease and service $222,406 (2021 – $nil, 2020 – $nil) and sale of products $1,545,968 (2021 – $122,808, 2020 - $33,030). For the years ended December 31, 2022, 2021 and 2020, the Company had one major customer from whom revenues are earned. The loss of this major customer would have an adverse effect on the overall operations of the company. Revenue from the major customer was $1,768,374 for the year ended December 31, 2022 (2021 – $122,808, 2020 - $33,030).

19. SUBSEQUENT EVENTS

The

Company issued 400,000 common shares upon exercise of stock options for gross proceeds of $42,500.

| F-25 |

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration report on its behalf.

Dated:<br> June 16, 2023		AVRICORE HEALTH INC.
	By:	/s/ Kiki Smith
		Kiki<br> Smith,
		Chief Financial Officer

| 45 |

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Exhibit12.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hector Bremner, certify that:

1.	I<br> have reviewed this Report on Form 20-F of Avricore Health Inc.,
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.

Date: June 16, 2023

/s/ “Hector Bremner”
Hector Bremner, Chief Executive Officer

Exhibit 12.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kiki Smith, certify that:

1.	I<br> have reviewed this Report on Form 20-F of Avricore Health Inc.,
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.

Date: June 16, 2023

/s/ “Kiki Smith”
Kiki Smith, Chief Financial Officer

Exhibit13.1

Certification Pursuant to 18 U.S.C. Section 1650,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Hector Bremner, Chief Executive Officer of AVRICORE HEALTH INC. (the “Company”), certify that to the best of my knowledge:

1.	the<br> Report on Form 20-F of the Company for year ended December 31, 2022 as filed with the Securities and Exchange Commission<br> (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934<br> as amended; and
2.	the<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ “Hector Bremner”
---
Hector Bremner
Chief<br> Executive Officer
June<br> 16, 2023

Exhibit13.2

Certification Pursuant to 18 U.S.C. Section 1650,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I**,Kiki Smith**, Chief Financial Officer of AVRICORE HEALTH INC. (the “Company”), certify that to the best of my knowledge:

1.	the<br> Report on Form 20-F of the Company for year ended December 31, 2022 as filed with the Securities and Exchange Commission<br> (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934<br> as amended; and
2.	the<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ “Kiki Smith”
---
Kiki Smith
Chief<br> Financial Officer
June<br> 16, 2023

Exhibit15

AUDITCOMMITTEE CHARTER

The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of AvricoreHealth Inc., (the “Company”), designed to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the adequacy of the Company’s internal controls, (3) the independence and performance of the Company’s external auditor, and (4) conflict of interest transactions.

I. ROLESAND RESPONSIBILITIES

A. Maintenanceof Charter. The Committee shall review and reassess the adequacy of this formal written Charter on at least an annual basis.

B. FinancialReporting. The Committee shall review and make recommendations to the Board regarding the adequacy of the Company’s financial statements and compliance of such statements with financial standards. In particular, and without limiting such responsibilities, the Committee shall:

Withrespect to the Annual Audited Financial Statements:

●	Review<br> and discuss with management and with the Company’s external auditor the Company’s audited financial statements, management<br> discussion and analysis (“MD&A”) and news releases regarding annual financial results before the Company publicly<br> discloses this information.
●	Review<br> an analysis prepared by management and the external auditor of significant financial reporting issues and judgments made in connection<br> with the preparation of the Company’s audited financial statements.
●	Discuss<br> with the external auditor the matters required to be discussed by National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currencies (as may be modified or supplemented) relating to the conduct of the audit.
●	Based<br> on the foregoing, indicate to the Board whether the Committee recommends that the audited financial statements be included in the<br> Company’s Annual Report.

Withrespect to Interim Unaudited Financial Statements:

●	Review<br> and discuss with management the Company’s interim unaudited financial statements, MD&A and news releases regarding interim<br> financial results before the Company publicly discloses this information. The review may be conducted through a designated representative<br> member of the Committee.
●	Approve<br>interim unaudited financial statements and interim MD&A on behalf of the Board.

Generally

●	Be<br> satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information<br> extracted or derived from the Company’s financial statements, and annually assess the adequacy of those procedures.

C. InternalControls. The Committee shall evaluate and report to the Board regarding the adequacy of the Company’s financial controls. In particular, the Committee shall:

●	Ensure<br> that the external auditor is aware that the Committee is to be informed of all control problems identified.
●	Review<br> with the Company’s counsel legal matters that may have a material impact on the financial statements.
●	Review<br> the effectiveness of systems for monitoring compliance with laws, regulations and instruments relating to financial reporting.
●	Receive<br> periodic updates from management, legal counsel, and the external auditor concerning financial<br> compliance.
---	---
●	Establish<br> procedures for:
(i)	the<br> receipt, retention and treatment of complaints received by the Company from officers, employees<br> and others regarding accounting, internal accounting controls, or auditing matters and questionable<br> practices relating thereto; and
---	---
(ii)	the<br> confidential, anonymous submission by officers or employees of the Company or others or concerns<br> regarding questionable accounting or auditing matters.

D. Relationshipwith External Auditor. The Committee shall:

●	Interview,<br> evaluate, and make recommendations to the Board with respect to the nomination and retention<br> of, or replacement of, the external auditor.
●	Ensure<br> receipt from external auditor of a formal written statement delineating all relationships<br> between the external auditor and the Company.
●	Ensure<br> that the external auditor is in good standing with the Canadian Public Accountability Board<br> (“CPAB”) and enquire if there are any sanctions imposed by the CPAB on<br> the external auditor.
●	Ensure<br> that the external auditor meets the rotation requirements for partners and staff on the Company’s<br> audits.
●	Actively<br> engage in a dialogue with the external auditor with respect to any disclosed relationships<br> or services that may impact the objectivity and independence of the external auditor.
●	Take,<br> or recommend that the Board take, appropriate action to oversee the independence of the external<br> auditor.
●	Review<br> and approve the compensation to be paid to the external auditor.
●	Oversee<br> the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s<br> report or performing other audit, review or attest services for the Company.
●	Review<br> and resolve disagreements between management and the external auditor regarding financial<br> reporting.
●	Pre-approve<br> all non-audit services to be provided to the Company or any subsidiary by the external auditor<br> in accordance with subsection 2.3(4) and sections 2.4 and 2.6 of Multilateral Instrument<br> 51-110 Audit Committees.
●	Review<br> and approve the Company’s hiring policies regarding partners, employees and former<br> partners and employees of the present and former external auditor of the Company

Notwithstanding the foregoing, the external auditor shall be ultimately accountable to the Board and the Committee, as representatives of shareholders. The Board, upon recommendation from the Committee, shall have ultimate authority and responsibility to select, evaluate, and, where appropriate, replace the external auditor (or to nominate the external auditor to be proposed for shareholder approval in any information circular).

E. Conflictof Interest Transactions. The Committee shall:

●	Review<br> potential conflict of interest situations, including transactions between the Company and<br> its officers, directors and significant shareholders not in their capacities as such.
●	Make<br> recommendations to the Board regarding the disposition of conflict of interest transactions<br> in accordance with applicable law.

II. MEMBERSHIPREQUIREMENTS

●	The<br> Committee shall consist of at least three (3) directors chosen by the Board, the majority<br> of whom are neither officers nor employees of the Company or any of its affiliates.
●	The<br> members of the Committee will be appointed annually by and will serve at the discretion of<br> the Board.
●	At<br> least one (1) member of the Committee shall be able to read and understand a set of<br> financial statements, including the Company’s balance sheet, income statement, and<br> cash flow statement, or will become able to do so within a reasonable period of time after<br> his or her appointment to the Committee.
●	At<br> least one member of the Committee shall have past employment experience in finance or accounting,<br> requisite professional certification in accounting, or comparable experience or background<br> (such as a position as a chief executive officer, chief financial officer or other senior<br> officer with financial oversight responsibilities), which results in financial sophistication,<br> recognized financial or accounting expertise.

III. STRUCTUREAND POWERS

●	The<br> Committee shall appoint one of its members to act as a Chairperson, either generally or with<br> respect to each meeting.
●	The<br> Committee Chairperson shall review and approve an agenda in advance of each meeting.
●	The<br> Committee shall meet as circumstances dictate.
●	The<br> Committee shall have the authority to engage independent legal counsel and other advisors<br> as it determines necessary to carry out its duties, and to set and pay the compensation for<br> any advisors employed by the Committee.
●	The<br> Committee shall have the authority to communicate directly with the internal and external<br> auditors.
●	The<br> Committee may request any officer or employee of the Company or the Company’s outside<br> counsel or external auditor to attend a meeting of the Committee or to meet with any members<br> of, or consultants to, the Committee.
●	The<br> Committee shall possess the power to conduct any investigation appropriate to fulfilling<br> its responsibilities.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the external auditor. Nor is it the duty of the Committee to conduct investigations or to assure compliance with laws and regulations and the Company’s Corporate Governance Policies and Practices.

IV. MEETINGS

●	The<br> quorum for a meeting of the Committee is a majority of the members of the Committee who are<br> not officers or employees of the Company or of an affiliate of the Company.
●	The<br> members of the Committee must elect a chair from among their number and may determine their<br> own procedures.
●	The<br> Committee may establish its own schedule that it will provide to the Board in advance.
●	The<br> external auditor is entitled to receive reasonable notice of every meeting of the Committee<br> and to attend and be heard thereat.
●	A<br> member of the Committee or the external auditor may call a meeting of the Committee.
●	The<br> Committee may hold meetings by telephone conference call where each member can hear the other<br> members or pass matters that would otherwise be approved at a meeting by all members signing<br> consent resolutions in lieu of holding a meeting.
●	The<br> Committee will meet with the President and with the Chief Financial Officer of the Company<br> at least annually to review the financial affairs of the Company.
●	The<br> Committee will meet with the external auditor of the Company at least once each year, at<br> such time(s) as it deems appropriate, to review the external auditor’s examination<br> and report.
●	The<br> chair of the Committee must convene a meeting of the Committee at the request of the external<br> auditor, to consider any matter that the auditor believes should be brought to the attention<br> of the Board or the shareholders.
●	The<br> Committee will record its recommendations to the Board in written form which will be incorporated<br> as a part of the minutes of the Board’s meeting at which those recommendations are<br> presented.
●	The<br> Committee will maintain written minutes of its meetings, which minutes will be filed with<br> the minutes of the meetings of the Board.

AVRICOREHEALTH INC. — STOCK OPTION PLAN 2022

(10%ROLLING PLAN)

1.	Purpose

The purpose of the Stock Option Plan (the “Option Plan”) of AVRICORE HEALTH INC., a corporation continued under the Business Corporations Act (British Columbia) (the “Corporation”) is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, to increase their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs. The Option Plan seeks to achieve these purposes by providing for Awards in the form of incentive stock options (“Options”).

This Option Plan deals solely with Options, and is the successor to the Corporation’s previous Stock Option Plan (the “PreviousPlan”), which was initially approved by shareholders on November 14, 2003, and re-approved at each annual and special general meeting of shareholders of the Corporation held since then. Each Option granted pursuant to the Previous Plan, or its predecessor, shall continue to be governed by the terms and conditions of such plan as in effect at the time the Option was granted and by the terms and conditions of the related Option Award Agreement. All new Option Awards granted after the Effective Date shall be governed by this Option Plan.

2.	Definitions

As used in the Option Plan, the following terms will have the meanings set out below:

“ApplicableWithholdings and has the meaning defined in Section 15 of the Option Plan. Deductions”

“Award”	means<br> any Option granted under the Option Plan.
“Award Agreement”	means<br> any written agreement, contract or other instrument or document evidencing any Award granted under the Option Plan.
“Beneficiary”	means<br> any person designated by a Participant by written instrument filed with the Corporation to receive any amount, securities or property<br> payable under the Option Plan in the event of a Participant’s death or, failing any such effective designation, the Participant’s<br> estate and its legal representative.
“Blackout Period”	means<br> a time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons<br> as designated by the Corporation, including any holder of an Award.
“Board”	means<br> the board of directors of the Corporation.
“Effective Date”	has<br> the meaning defined in Section 18 of the Option Plan.
“Exchange”	has<br> the meaning defined in Section 4 of the Option Plan.

| -2- |

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“Exercise Price”	has<br> the meaning defined in Section 9(a) of the Option Plan.
“insider”	has<br> the same meaning as found in the Securities Act (British Columbia), as amended, and also includes associates and affiliates<br> of the insider; and “issuances to insiders” includes direct and indirect issuances to insiders.
“Option”	means<br> an option to acquire Shares in the capital of the Corporation granted under the Option Plan.
“Management Company	means<br> employees of a person or company which provides
Employees”	management<br> services to the Corporation or its subsidiaries.
“Participant”	means<br> directors, officers, consultants, and employees of the Corporation or its subsidiaries, and Management Company Employees that may<br> be granted an Award under the Option Plan.
“Person”	means<br> any individual, corporation, partnership, association, joint-share corporation, trust, unincorporated organization, or government<br> or political subdivision of a government.
“Shares”	means<br> the common shares in the capital of the Corporation as may become the subject of Awards, subject to any adjustments made under Section<br> 13 of the Option Plan, and any other shares of the Corporation or any successor that may be so designated by the Board.
“Shareholder Approval”	has<br> the meaning defined in Section 9(e) of the Option Plan.
“Tax Act”	means<br> the Income Tax Act (Canada) and the regulations thereto, as amended from time to time.
“Termination Date”	means<br> the date upon which a Participant ceases to be eligible to participate under the Option Plan
“TSXV”	means<br> the TSX Venture Exchange.
“Vested Awards”	means<br> an Award which has become vested in accordance with the provisions of the Option Plan and applicable Award Agreement.
“VWAP”	means<br> the volume weighted average trading price of the Corporation’s Shares on the Exchange calculated by dividing the total value<br> by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject Option,<br> provided that where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

| -3- |

| --- | | 3. | Administration | | --- | --- |

The Option Plan shall be administered by Board with guidance from the Compensation Committee of directors appointed from time to time by the Board pursuant to rules of procedure fixed by the Board. A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Option Plan, the Board shall have authority to construe and interpret the Option Plan and all Award Agreements entered into thereunder, to define the terms used in the Option Plan and in all Award Agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Option Plan and to make all other determinations necessary or advisable for the administration of the Option Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all Participants in the Option Plan and on any Beneficiaries.

Each Award granted hereunder shall be evidenced by an Award Agreement in writing, signed on behalf of the Corporation and by the Participant, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Option Plan.

4.	Stock Exchange Rules

All Awards granted pursuant to this Option Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction (hereinafter collectively referred to as, the “Exchange”).

5.	Shares Subject to Option Plan

Subject to adjustment as provided in Section 0 hereof, the Shares to be offered under the Option Plan shall be common shares of the Corporation’s authorized but unissued common shares.

The maximum number of Shares that may be subject to Awards granted under this Option Plan, and outstanding Option Awards made under the Previous Plan calculated on a combined basis at any time, shall not exceed 10% of the total number of issued and outstanding Shares of the Corporation at the time that an Award is granted.

If any Award granted hereunder shall expire or terminate for any reason in accordance with the terms of the Option Plan without being exercised, the unpurchased Shares subject thereto shall again be available to be granted as Options under this Option Plan.

6.	Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Option Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Option Plan.

7.	Eligibility and Participation

The Board has discretion to determine the Participants whom shall be eligible for selection to participate in the Option Plan. Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold Awards granted to them in an incorporated entity wholly owned by them, and such entity shall be bound by the Option Plan in the same manner as if the Awards were held by the Participant.

| -4- |

| --- |

Subject to the terms hereof, the Board shall determine to whom Awards shall be granted, the terms and provisions of the respective Award Agreements, the time or times at which such Awards shall be granted, and the number of Shares to be subject to each Award and the imposition of vesting conditions, if any. In the case of employees or consultants of the Corporation or Management Company Employees, the Award Agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its affiliates.

A Participant who has been granted an Award may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional Award or Awards if the Board shall so determine.

8.	Number of Shares Available for Award, Limitations and Restrictions
(a)	The number of Shares subject<br> to an Award granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an Award which<br> exceeds the maximum number permitted by the policies of the Exchange.
---	---
(b)	Disinterested shareholder<br> approval must be obtained if the Option Plan, together with outstanding Awards under the Previous Option Plan (collectively, the<br> “Outstanding Awards”) could permit at any time:
---	---
(i)	the aggregate number of<br> shares reserved for issuance under the Outstanding Awards at any point in time exceeding 10% of the issued Shares;
---	---
(ii)	the grant to Insiders (as<br> a group), within a 12 month period, of an aggregate number of options exceeding 10% of the issued Shares, calculated at the date<br> an option is granted to any Insider; or
---	---
(iii)	the aggregate number of<br> options granted to any person (and companies controlled by that person) within a 12 month period exceeding 5% of the issued Shares,<br> calculated at the date an option is granted to the person.
---	---
(c)	The aggregate number of<br> Options granted to any one Person (as such term is defined in TSXV policy) in a 12 month period shall not exceed 5% of the issued<br> Shares.
---	---
(d)	Awards shall not be granted<br> if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve-month<br> period to any one consultant of the Corporation (or any of its subsidiaries).
---	---
(e)	Options shall not be granted<br> if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve-month<br> period to all persons employed to provide investor relations activities.
---	---
(f)	Options granted to Participants<br> performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no<br> more than 1/4 of the options vesting in any 3-month period.
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| --- | | (g) | Shares issued upon exercise of Options shall not be subject to hold periods or resale restrictions (except as may be required under United States securities laws) provided that the Exercise Price is not less than the Market Price (as such term is defined in TSXV policy). | | --- | --- | | (h) | In the event that Options are granted with an exercise price that is determined to be a Discounted Market Price (as such term is defined in TSXV policy), then the Shares that may be issued upon exercise of the Options shall be subject to the Exchange Hold Period (as such term is defined in TSXV policy). | | --- | --- | | 9. | Options | | --- | --- | | (a) | The exercise price of the Shares subject to each Option (the “Exercise Price”) shall be determined by the Board, subject to compliance with applicable Exchange policies, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange. | | --- | --- | | (b) | Once the Exercise Price has been determined by the Board, accepted by the Exchange (if required) and the Option has been granted pursuant to an Award Agreement, the Exercise Price of an Option may be reduced, or the term of the Option may be extended, upon receipt of Board approval, provided that in the case of Options held by insiders of the Corporation (as defined in the policies of the Exchange), the Exercise Price of an Option may be reduced or the term of the Option may be extended only if disinterested shareholder approval is obtained. | | --- | --- | | (c) | The Option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the Option period shall be reduced with respect to any Option as provided in Section 10 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant. For greater certainty, if the Corporation is listed on the TSXV, the maximum term of an Option may not exceed 10 years. | | --- | --- | | (d) | Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, whether performance conditions shall apply to vesting, or that no vesting restriction shall apply to such Award. | | --- | --- | | (e) | Subject to any vesting restrictions imposed by the Board, Options may be exercised in whole or in part at any time and from time to time during the Option period. To the extent required by the Exchange, no Options that have been granted under this Option Plan may be exercised until this Option Plan has been approved by an ordinary resolution duly passed by the shareholders of the Corporation (“Shareholder Approval”). Further, this Option Plan must also receive Shareholder Approval at each annual general meeting of the shareholders of the Corporation. | | --- | --- | | (f) | Except as set forth in Section 10, no Option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries. | | --- | --- |

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| --- | | (g) | The exercise of any Option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. Without limiting the foregoing, the Corporation may, in its sole discretion, permit the exercise of an Option through either: | | --- | --- | | i) | a cashless exercise (a “Cashless Exercise”) mechanism, whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm: | | --- | --- | | 1. | agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant; | | --- | --- | | 2. | then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and | | --- | --- | | 3. | receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and Cash as the broker and Participant may otherwise agree); or | | --- | --- | | ii) | a net exercise (a “Net Exercise”) mechanism, whereby Options, excluding Options held by any Participant involved in investor relations activities, are exercised without the Participant making any cash payment so the Corporation does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing: | | --- | --- | | 1. | the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by | | --- | --- | | 2. | the VWAP of the underlying Shares. | | --- | --- | | (h) | No Participant or their legal representatives will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Option Plan are issued to them under the terms of the Option Plan. | | --- | --- | | (i) | The holders of Options that were granted under the Previous Plan may have the benefit of any stock dividend that may be declared by the Corporation during the period within which the Option is outstanding and unexercised. The Board, in its sole discretion, may determine the form of payment of dividends, including cash, Shares and additional Awards, provided that any dividends paid in the form of additional Awards shall reduce the applicable pool of Shares available for issuance of Awards and provided further that no payment of dividends shall be made in the form of Shares or additional Awards if such payment would result in the limits specified in Section 5 and Sections 8(b) to 8(e) inclusive being exceeded. All Options granted under this Option Plan shall not have the benefit of any stock dividend that may be declared by the Corporation. | | --- | --- |

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| --- | | 10. | Ceasing To Be a Participant | | --- | --- | | (a) | Subject to Section 10(c), in the event of a Participant ceasing to be a Participant for any reason other than death or termination for cause, | | --- | --- | | (i) | all unvested Awards held by such Participant shall immediately cease and terminate on the earlier of: (i) the Termination Date, (ii) the date on which notice of termination is given by the Corporation, or (iii) the date on which notice of termination of the consulting arrangement is given by the Corporation or the Participant, as the case may be; and | | --- | --- | | (ii) | all vested Awards held by such Participant shall cease and terminate on the earlier of: (i) the 90^th^ day following the Termination Date, (ii) the 90^th^ day following the date on which notice of termination is given by the Corporation, (iii) the 90^th^ day following the date on which notice of termination of the consulting arrangement is given by the Corporation or the Participant, or (iv) the expiry date of the Awards, | | --- | --- |

and thereafter shall be of no further force or effect whatsoever as to the Shares in respect of which such Awards have not previously been exercised. In no circumstances shall the operation of this section extend the expiry date of such Awards beyond the limits under the policies of the Exchange.

(b)	In the event of a Participant<br> ceasing to be a Participant as a result of termination for cause, all Awards held by such Participant shall cease and terminate immediately<br> upon the date notice of termination for cause is given by the Corporation and shall be of no further force or effect whatsoever as<br> to the Shares in respect of which Awards have not previously been exercised.
(c)	Options granted to Participants<br> engaged in investor relations activities shall cease and terminate on the earlier of: (i) the 30^th^ day following the Termination<br> Date, (ii) the 30^th^ day following the date on which notice of termination is given by the Corporation, (iii) the 30^th^day following the date on which notice of termination of the consulting arrangement is given by the Corporation or the Participant,<br> or (iv) the expiry date of the Options, and thereafter shall be of no further force or effect whatsoever as to the Shares in respect<br> of which such Options have not previously been exercised. In no circumstances shall the operation of this section extend the expiry<br> date of such Options beyond the term prescribed by Section 9(c) hereof, and in no circumstances shall vesting of Options granted<br> to Participants engaged in investor relations activities be accelerated without prior Exchange acceptance.
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(d)	In the<br> event of the death of a Participant on or prior to the expiry time of Options, the Beneficiary of the Participant may exercise the<br> vested Options held by the Participant at the time of death within a period after the date of the Participant’s death as determined<br> by the Board, provided that, such period shall not extend beyond 12 months following the death of the Participant with respect to<br> any Option held by the Participant. For greater certainty, such determination may be made at any time subsequent to the date of grant<br> of the Option, provided that: (i) no Option shall remain outstanding beyond 12 months following the date of death; and (ii) in any<br> event, no Option shall remain outstanding for any period that exceeds the expiry date of such Option.
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| --- | | 11. | Rights of Participant | | --- | --- |

No person entitled to exercise any Award granted under the Option Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such Award until certificates representing such Shares shall have been issued and delivered.

12.	Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of Awards shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

13.	Adjustments

(a) In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, share split, share dividend, reverse share split, reorganization, merger, consolidation, split-up, spinoff, business combination, repurchase or exchange of Shares or other securities of the Corporation, issuance of warrants or other rights to purchase Shares or other securities of the Corporation, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Option Plan, and any Awards granted under the Option Plan, then the Board will, in any manner as it may deem equitable, subject to, if applicable, approval of any Exchange, adjust any or all of (1) the number and kind of Shares which thereafter may be made the subject of Awards, (2) the number and kind of Shares subject to outstanding Awards, and (3) the Fair Market Value or the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares will always be a whole number and provided further that any no such adjustment shall be made if such adjustment would result in the limits specified in Section 5 and Sections 8(b) to 8(e) inclusive being exceeded.

(b) In the event the Corporation or any affiliate assumes outstanding employee Awards or the right or obligation to make future Awards in connection with the acquisition of another business or another corporation or business entity, the Board may, subject to, if applicable, approval of any Exchange, make any adjustments, not inconsistent with the terms of the Option Plan, in the terms of Awards as it deems appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Option Plan as so adjusted.

(c) Subject to, if applicable, approval of any Exchange, the Board is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or non-recurring events (including, without limitation, the events described in Section 13(a) affecting the Corporation, any affiliate, or the financial statements of the Corporation or any affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Board determines that those adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Option Plan.

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(d) Notwithstanding the provisions contained herein for the expiry of Awards, in the event that the expiry date of an Award falls during a Blackout Period that is formally imposed by the Corporation pursuant to its policies as a result of the bona fide existence of undisclosed Material Information (as such term is defined in the policies of the Exchange), the expiry date of such Award shall be automatically extended for a period of 10 business days following the general disclosure of the undisclosed Material Information. The automatic extension described in this Section 13(d) hereof will not apply where the Participant or the Corporation is subject to a cease trade order (or similar order) in respect of the Corporation’s securities.

(e) Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Option Plan on any such adjustment.

14.	Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Option Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

15.	Tax Withholding

Notwithstanding any other provision contained herein, in connection with the grant or exercise of an Award by a Participant from time to time, as a condition to such grant or exercise the Corporation shall require such Participant to pay to the Corporation an amount as necessary so as to ensure that the Corporation is in compliance with the applicable provisions of any federal, provincial or local law relating to the withholding of tax or other required deductions (the “Applicable Withholdings and Deductions”) relating to the exercise or redemption of such Awards. In addition, the Corporation shall be entitled to withhold from any amount payable to a Participant, either under this Option Plan or otherwise, such amount as may be necessary so as to ensure that the Corporation is in compliance with Applicable Withholdings and Deductions relating to the exercise of such Awards.

16.	Amendment and Termination of Option Plan

Subject to applicable approval of the Exchange, the Board may, at any time, suspend or terminate the Option Plan. Subject to applicable approval of the Exchange, the Board may also at any time amend or revise the terms of the Option Plan; provided that no such amendment or revision shall result in a material adverse change to the terms of any Options previously granted under the Option Plan or the Previous Option Plan, unless shareholder approval, or disinterested shareholder approval, as the case may be, is obtained for such amendment or revision.

17.	Necessary Approvals

The ability of a Participant to exercise Awards and the obligation of the Corporation to issue and deliver Shares in accordance with the Option Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any Award exercise price paid to the Corporation will be returned to the Participant.

18.	Effective Date of Option Plan

This Option Plan has been adopted by the Board, subject to the approval of the Exchange and the shareholders. If such approvals are obtained, the Board shall have the discretion to activate the Option Plan by a further resolution of the Board, and the Option Plan shall become effective upon such date (the “Effective Date”) ^(1)^.

No further Options may be granted under the Previous Plan after the Effective Date, however the Previous Plan shall continue to govern Options granted under the Previous Plan.

19.	Interpretation

The Option Plan will be governed by and construed in accordance with the laws of the Province of British Columbia.

^(1)^	Shareholder approval received at the meeting held July 21, 2022; TSX Venture Exchange approval received July 28, 2022.