6-K - AVCRF - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

6-K

REPORT

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

For

the month of November 30, 2023.

Commission

File Number: 000-51848

AvricoreHealth Inc.

(Exact name of registrant as specified in its charter)

1120-789 West Pender St, Vancouver, BC, V6C 1H2

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): NO

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): NO

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Exhibits

The following exhibits are included in this form 6-K:

Exhibit<br> No.	Description	Date<br> Released
1	52-109FV2-Certification of interim filings-CEO	November<br> 29, 2023
2	52-109FV2-Certification of interim filings-CFO	November<br> 29, 2023
3	Interim financial statements report for September 30, 2023	November<br> 29, 2023
4	Interim MD&A for September 30, 2023	November<br> 29, 2023
5	News release: AVRICORE HEALTH CORPORATE UPDATE – COMPANY DEMONSTRATES STRONG GROWTH	November<br> 30, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AVRICORE HEALTH INC.
Date:<br> December 6, 2023	By	“Kiki Smith”
		Kiki<br> Smith
		Chief<br> Financial Officer
SEC1815(04-09)	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
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Exhibit 1

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Hector D. Bremner, CEO of Avricore Health Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Avricore Health Inc. (the “issuer”) for the interim period ended September 30, 2023.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br> untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement<br> not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the<br> other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br> performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date:<br> December 6, 2023
---
“Hector Bremner”
Hector<br> D. Bremner, CEO

NOTETO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

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

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 2

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of Avricore Health Inc. (the “issuer”)<br> for the interim period ended September 30, 2023.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the interim filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, with respect to the period covered<br> by the interim filings.
---	---

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Avricore Health Inc. (the “issuer”) for the interim period ended September 30, 2023*.*

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

---

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the interim filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the issuer, as of the date of and for the periods presented in the interim<br> filings.

Date: December 6, 2023

“Kiki Smith”
Kiki<br> Smith, CFO

NOTETO READER

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

Exhibit3

Avricore

Health Inc.

Condensed

Interim Consolidated Financial Statements

(Unaudited)

For

the three and nine months ended September 30, 2023 and 2022

(Expressed in Canadian Dollars)

Notice

to Reader

Management has prepared the unaudited condensed interim consolidated financial statements for Avricore Health Inc. (the “Company”) in accordance with National Instrument 51-102 released by the Canadian Securities Administration. The Company discloses that its auditors have not reviewed the unaudited condensed interim consolidated financial statements for the period ended September 30, 2023 and 2022.

AvricoreHealth Inc.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited- Expressed in Canadian Dollars)

	Note

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

All values are in US Dollars.

Nature of operations and going concern (Note 1)

Approved and authorized for issuance on behalf of the Board of Directors on November 29, 2023.

“Hector Bremner”	“David Hall”
Hector<br> Bremner, Director	David<br> Hall, Chairman

The

accompanying notes are an integral part of these condensed interim consolidated financial statements.

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AvricoreHealth Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)


****	****	Three<br> months ended<br> September<br> 30			****	Nine<br> months ended<br> September<br> 30			****
	Note	2023		2022		2023		2022

Revenue
Cost<br> of sales			)		)		)		)
Gross<br> profit
Expenses
Advertising<br> and promotion
Amortization	6<br> & 7
Consulting	12
General<br> and administrative	11
Management<br> Fees	12
Shareholder<br> communications
Professional<br> fees	12
Share-based<br> compensation	10<br> & 12
Expense, by nature
Other<br> income (expense)
Interest<br> income
Foreign<br> exchange gain (loss)			)				)
Net<br> loss and comprehensive loss for the period			)		)		)		)
Basic<br> and Diluted Loss Per Share			)		)		)		)
Weighted<br> Average Number of Common <br>Shares Outstanding

All values are in US Dollars.

Segmented information (Note 14)

The

accompanying notes are an integral part of these condensed interim consolidated financial statements.

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AvricoreHealth Inc.

Condensed Interim Consolidated Statements of Changes in Equity

For the nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)



Balance,<br> December 31, 2021	97,535,264		)
Exercise<br> of warrants	160,000
Exercise<br> of options	150,000
Share-based<br> compensation	-
Net<br> loss for the period	-		)	)
Balance,<br> September 30, 2022	97,845,264		)
Balance,<br> December 31, 2022	99,244,664		)
Exercise<br> of options	400,000	)
Share-based<br> compensation	-
Net<br> loss for the period	-		)	)
Balance,<br> September 30, 2023	99,644,664		)

All values are in US Dollars.

The

accompanying notes are an integral part of these condensed interim consolidated financial statements.

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AvricoreHealth Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)



Operating<br> Activities
Net<br> loss	)	)
Adjustment<br> for non-cash items:
Amortization
Share-based<br> payments
Change<br> in working capital items:
Accounts<br> receivable		)
Prepaid<br> expenses and deposits	)	)
Deferred<br> revenue	)
Accounts<br> payable and accrued liabilities
Net<br> cash provided by (used in) operating activities		)
Investing<br> Activities
Intangible<br> assets	)	)
Purchase<br> of equipment	)	)
Net<br> cash used in investing activities	)	)
Financing<br> Activities
Proceeds<br> from exercise of warrants
Proceeds<br> from exercise of stock options
Net<br> cash provided by financing activities
Decrease<br> in cash and cash equivalents	)	)
Cash<br> and cash equivalents, beginning of period
Cash<br> and cash equivalents, end of period
Cash<br> and cash equivalents consist of:
Cash
Guaranteed<br> investment certificates
Cash<br> and cash equivalents

All values are in US Dollars.

Supplemental cash flow information (Note 15)

The

accompanying notes are an integral part of these condensed interim consolidated financial statements.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

1.

NATURE OF OPERATIONS AND GOING CONCERN

Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the 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 condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The 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 and/or raise additional financing to cover ongoing cash requirements. The condensed interim consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

SCHEDULE

OF DEFICIT

	September<br> 30, 2023	December<br> 31, 2022

Deficit

All values are in US Dollars.

2.

BASIS OF PRESENTATION

a)Statement of Compliance

The condensed interim consolidated financial statements for the period ended September 30, 2023 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), IAS 34 Interim Financial Reporting. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2022. The accounting policies followed in these interim financial statements are consistent with those applied in the Company’s most recent annual financial statements for the year ended December 31, 2022.

b)Basis of preparation

The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The significant accounting policies are presented in Note 3 of the annual consolidated financial statements for the year ended December 31, 2022 and have been consistently applied in each of the periods presented. The condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s and its subsidiary’s functional currency, unless other indicated.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

2.BASIS OF PRESENTATION (continued)

b)Basis of preparation (continued)

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

c)Basis of consolidation

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

These condensed interim consolidated financial statements include the accounts of the Company and its controlled wholly owned Canadian subsidiary HealthTab™ Inc.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significantaccounting estimates and judgements

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.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Significantaccounting estimates and judgments (continued)

Estimation of useful lives of equipment and software

Amortization of equipment and software is dependent upon estimates of their useful lives. The 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 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.

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

The Company’s management has made an assessment of the Company’s ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. The factors considered by management are disclosed in Note 1.

4.

ACCOUNTS RECEIVABLE

The Company’s accounts receivable consists of the following:

SCHEDULE

OF ACCOUNTS RECEIVABLE

	September<br> 30, 2023	December<br> 31, 2022

Trade<br> receivables
GST<br> receivable
Total<br> accounts receivable

All values are in US Dollars.

5.

PREPAID EXPENSES AND DEPOSITS

The

balance consists of prepaid expenses to vendors of $31,203 (December 31, 2022 - $6,932), prepaid business insurance of $13,097(December 31, 2022 - $11,299) and security deposits of $12,000 (December 31, 2022 - $12,000).

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

6.

EQUIPMENT

SCHEDULE

OF EQUIPMENT

	Equipment

Cost
Balance,<br> December 31, 2021
Additions
Balance,<br> December 31, 2022
Beginning<br> balance
Additions
Amortization
Balance,<br> September 30, 2023
Accumulated<br> Amortization
Balance,<br> December 31, 2021
Amortization
Balance,<br> December 31, 2022
Beginning<br> balance
Amortization
Balance,<br> September 30, 2023
Carrying<br> value
As<br> at December 31, 2022
As<br> at September 30, 2023
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,<br> December 31, 2021
Additions
Amortization
Balance,<br> December 31, 2022
Additions
Balance,<br> September 30, 2023
Accumulated<br> Amortization
Balance,<br> December 31, 2021
Amortization
Balance,<br> December 31, 2022
Amortization
Balance,<br> September 30, 2023
Carrying<br> value
As<br> at December 31, 2022
As<br> at September 30, 2023

All values are in US Dollars.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

8.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED COSTS

	September<br> 30, 2023	December<br> 31, 2022

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

All values are in US Dollars.

9.

LOANS PAYABLE

During

the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 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 period ended September 30, 2023:

The

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

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.

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.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in 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

	Period<br> ended<br><br> <br>September<br> 30, 2023					Year<br> ended<br><br> <br>December<br> 31, 2022
	Number<br> of<br><br> <br>Options			Weighted<br> Average<br><br> <br>Exercise<br> Price		Number<br> of<br><br> <br>Options			Weighted<br> Average<br><br> <br>Exercise<br> Price
Beginning<br> Balance		8,635,000		$	0.14		7,880,052		$	0.13
Options<br> granted		2,365,000		$	0.26		3,125,000		$	0.15
Expired/Cancelled		(250,000	)	$	0.17		(1,570,052	)	$	0.13
Exercised		(400,000	)	$	0.11		(800,000	)	$	0.10
Ending<br> Balance		10,350,000		$	0.17		8,635,000		$	0.14
Exercisable		8,466,250		$	0.17		6,216,250		$	0.14

The following table summarizes information about stock options outstanding and exercisable as at September 30, 2023:

SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE

Exercise<br> Price		Expiry<br> date	Options
			Outstanding		Exercisable
$	0.075	January<br> 24, 2024		140,000		140,000
$	0.06	April<br> 1, 2024		140,000		140,000
$	0.05	October<br> 15, 2024		1,470,000		1,470,000
$	0.08	November<br> 18, 2025		500,000		500,000
$	0.08	December<br> 8, 2025		710,000		710,000
$	0.19	January<br> 28, 2026		150,000		150,000
$	0.25	March<br> 22, 2026		1,800,000		1,800,000
$	0.15	August<br> 10, 2027		2,675,000		2,675,000
$	0.15	August<br> 12, 2027		100,000		100,000
$	0.16	October<br> 12, 2027		300,000		225,000
$	0.28	May<br> 14, 2028		1,825,000		456,250
$	0.20	June<br> 21, 2028		400,000		100,000
$	0.20	September<br> 15, 2028		140,000		-
				10,350,000		8,466,250

The

weighted average remaining life of the stock options outstanding at September 30, 2023 is 3.10 years (December 31, 2022: 3.13 years).

Share-basedcompensation

Share-based

compensation of $304,328 and $560,847 was recognized during the three and nine months ended September 30, 2023 (2022 - $58,354 and $88,522), respectively, for stock options granted and/or vested during the period. 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.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in 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:

SUMMARY

OF SHARE BASED COMPENSATION FOR OPTIONS GRANTED


Expected<br> life	5<br> years		0.8<br> – 2.65 years
Volatility	127.54%<br> - 145.99	%	94%<br> - 193	%
Dividend<br> yield	0	%	0	%
Risk-free<br> interest rate	3.76%<br> - 4.04	%	1.46%<br> - 3.71	%

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 FAIR VALUE OF WARRANTS GRANTED

	Period<br> ended<br><br> <br>September<br> 30, 2023				Year<br> ended<br><br> <br>December<br> 31, 2022
	Number<br> of<br><br> <br>Warrants		Weighted<br> Average<br><br> <br>Exercise<br> Price		Number<br> of<br><br> <br>Warrants			Weighted<br> Average<br><br> <br>Exercise<br> Price
Beginning<br> Balance		-		-		18,781,066		$	0.21
Warrants<br> issued		-		-		-			-
Warrants<br> exercised		-		-		(909,400	)	$	0.19
Warrants<br> expired		-		-		(17,871,666	)	$	0.22
Outstanding		-		-		-			-

Fair value of the finder’s warrants granted was measured using the Black-Scholes pricing model. Black-Scholes pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

11.

GENERAL AND ADMINISTRATIVE EXPENSES

SUMMARY OF GENERAL AND ADMINISTRATIVE EXPENSES

	2023	2022	2023	2022
	Three<br> months ended<br> September<br> 30,		Nine<br> months ended<br> September<br> 30,
	2023	2022	2023	2022

Bank<br> service charges
Filing<br> and registration fees
Foreign<br> exchange
Insurance
Office<br> maintenance
Payroll
Regulatory<br> fees
Rent
Travel
General and administrative<br> expenses

All values are in US Dollars.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

12.

RELATED PARTY TRANSACTIONS

For the three and nine months ended September 30, 2023 and 2022, the Company recorded the following transactions with related parties:

a)	$54,000<br> and $162,000 in management fees (2022 - $45,000 and $120,000) to the Chief Executive Officer of the Company.
b)	$32,100<br> and $96,300 in professional fees (2022 - $32,100 and $92,100) to a company controlled by the Chief Financial Officer of the Company.
c)	$54,000<br> and $162,000 in consulting fees (2022 - $60,000 and $120,000) to the Chief Technology Officer of the Company.
d)	$79,745<br> and $231,393 in quality control fees (2022 – $Nil and $Nil) to a company controlled by the Chief Technology Officer of the<br> Company.
e)	$1,500<br> and $4,500 in office rent (2022 – $1,500 and $4,500) to a company controlled by the Chief Technology Officer of the Company.
f)	$3,000<br> and $9,000 in office rent (2022 – $3,000 and $6,000) to a company controlled by the Chief Financial Officer of the Company.

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

SCHEDULE OF RELATED PARTY TRANSACTIONS

	2023	2022	2023	2022
Type<br> of transaction	Three<br> months ended<br> September<br> 30,		Nine<br> months ended<br> September<br> 30,
	2023	2022	2023	2022

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

All values are in US Dollars.

Included in accounts payable at September 30, 2023, are $89,308 due to the related parties (December 31, 2022 - $Nil).

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 period ended September 30, 2023.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

14.

SEGMENTED INFORMATION

At September 30, 2023 and December 31, 2022, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.

Revenue

from one customer was $1,852,851 during the period ended September 30, 2023 (2022 - $791,588). The major customer purchases the goods from the Company’s only segment HealthTab™ - Point of Care Business.

15.

SUPPLEMENTAL CASH FLOW INFORMATION

There were no non-cash transactions during the period ended September 30, 2023 and 2022.

16.

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 condensed interim 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.

Approximately 92% of trade receivables are due from one customer at September 30, 2023 (December 31, 2022 – 99% from one customer).

b)Liquidity risk

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

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

16.FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

Contractual undiscounted cash flow requirements for financial liabilities as at September 30, 2023 are as follows:

SUMMARY

OF CONTRACTUAL UNDISCOUNTED CASH FLOW FINANCIAL LIABILITIES

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

Accounts<br> payable and accrued liabilities
Loan<br> payable
Total<br> financial liabilities

All values are in US Dollars.

c)Market risk

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

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;

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.

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AvricoreHealth Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited- Expressed in Canadian Dollars)

16.FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

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.

17.

REVENUE

Revenues

earned are comprised of lease and service of $406,119 and $1,104,326 (2022 – $52,290 and $81,496) for three and nine months ended September 30, 2023 and sale of products of $547,335 and $1,026,418 (2022 – $519,938 and $709,643). For the three and nine months ended September 30, 2023 and 2022, 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 $701,454 and $1,852,851 for the three and nine months ended September 30, 2023 (2022 – $572,228 and $791,588).

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Exhibit4

AvricoreHealth Inc.

Management’sDiscussion & Analysis

For the three and nine months ended

September 30, 2023

AvricoreHealth Inc.

Management's Discussion and Analysis

as of November 29, 2023

This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the period ended September 30, 2023 is prepared as of November 29, 2023. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2023 and the audited consolidated financial statements for the year ended December 31, 2022 and the related notes thereto.

Our consolidated financial statements are prepared in accordance International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains “forward-looking statements” and the non-GAAP performance measures that are subject to risk factors set out in a cautionary note contained herein.

All amounts are expressed in Canadian dollars unless otherwise indicated.

Additional information about Avricore Health Inc. can be found on the SEDAR website (www.sedar.com) and on the Company’s website (www.avricorehealth.com).

FORWARDLOOKING STATEMENTS

ThisMD&A contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-lookingstatements. These forward-looking statements relate to, among other things, revenue, earnings, changes in cost and expenses, capitalexpenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictivein nature or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”,“will”, “expects”, “anticipates”, “intends”, “plans”, “believes”,“estimates” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizationsof future events or circumstances are forward-looking statements. These statements are not historical facts but instead represent onlyAvricore’s expectations, estimates and projections regarding future events.

Althoughthe Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guaranteesof future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placedon such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materiallyfrom those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from thoseexpressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referredto in the body of this MD&A, in the press release announcing the Company’s financial results for the year ended December 31,2022, and in Avricore’s annual financial statements and the notes thereto. These documents are available at www.sedar.com.

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

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AvricoreHealth Inc.

Management's Discussion and Analysis

as of November 29, 2023

OVERVIEW

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

The HealthTab™ platform effectively turns pharmacies into community point-of-care diagnostic centres. It enables pharmacists to take on a greater role in primary health services, capitalizes on the rapidly growing point-of-care testing market, and ultimately improves the quality of life for patients living with chronic illness.

POSTCOVID-19 ENVIRONMENT

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

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

HEALTHTAB™– KEY DEVELOPMENTS

Key developments have included:

●	In<br> the nine months ended September 30, 2023 revenue increased by 169% year over year to $2,130,744 and gross profit increased by 144%<br> to $701,930.
●	In<br> the three months ended September 30, 2023 revenue increased by 27% year over year to $953,454 and gross profit increased by<br> 21% to $261,778.
●	Avricore<br> has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT<br> ONE, with Avricore’s HealthTab™ platform. The collaboration aims to improve diabetes management for patients and pharmacists<br> in Canada by linking daily blood glucose testing data to the patient’s HealthTab™ account. This integration will provide<br> a more comprehensive health data tool for combating diabetes. The technical work is expected to be completed by Q3 of this year,<br> with ongoing efforts to encourage patient engagement. Ascensia Diabetes Care is a global company focused on supporting people with<br> diabetes and is a subsidiary of PHC Holdings Corporation.
●	Avricore’s<br> HealthTab™ platform has been selected by a collaborative effort involving Barts Heart Centre and HEART UK to assess the feasibility<br> of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation.<br> The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative.<br> With NHS England allocating £645 million (approx. $1.1 billion CDN$) to increase access to primary care, HealthTab™ will<br> support pharmacists in delivering vital support for chronic diseases.
●	Signing<br> a reseller agreement between HealthTab™ Inc. and Abbott Rapid Diagnostics Limited UK & Ireland. This agreement provides<br> a foundation for HealthTab™ to purchase and distribute the Afinion™ 2 and associated tests for diabetes and heart disease<br> screening in community pharmacies in the United Kingdom.

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

●	The<br> Company has significantly expanded the number of Shoppers Drug Mart pharmacies offering its HealthTab™ point-of-care testing<br> platform under a renewed Master Service Agreement (MSA) to 545 locations nation-wide. In addition to Shoppers Drug Mart pharmacies,<br> this new MSA and corresponding Statement of Work (SOW) provides for affiliated locations under the Loblaws family of brands, to utilize<br> HealthTab™ upon request.
●	635<br> HealthTab™ systems were operating in Shoppers Drug Mart® and Loblaw family stores including pharmacist walk-in clinics<br> as of September 30, 2023, 403 in Ontario and 74 in British Columbia, 12 in Nova Scotia, 142 in Alberta, 12 in Nova Scotia and 4 in<br> New Brunswick. The Company was honoured 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 placed in a Real Canadian Superstore®,<br> as well as its first Alberta location.
●	Subsequent<br> to September 30, 2023 an additional 68 systems have been deployed for a total of 703 participating Shoppers Drug Mart® pharmacies<br> and Loblaw family stores offering screening tests to patients via HealthTab™ systems as of the date of this report.
●	In<br> 164 of these locations, the Company has deployed Abbott’s ID Now™, either in combination with the Afinion 2™ or standalone,<br> to offer confirmed molecular testing for virus detection in community pharmacies. Last year’s “tripledemic” (Flu,<br> RSV and Covid) strained the Canadian healthcare system beyond its breaking point. This year scientists are concerned about a heavily<br> mutated Covid variant. Pharmacy will play a key a role in these battles and confirmed tests results means faster responses, better<br> treatment and less spread of these infectious diseases.
●	While<br> flu season strains pharmacies’ capacity for chronic disease screening and management, having the ID Now™ means HealthTab™<br> can support pharmacies with confirmed molecular testing for virus detection during these critical months of the year and diversify<br> the Company’s revenues.
●	The<br> innovative practice of pharmacist-led primary healthcare clinics is expected to expand, as provinces struggle to meet the health<br> care needs of their residents and 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 know they are able to request HealthTab™<br> tests, and existing patients will be made aware through direct outreach from their Shoppers Drug Mart® or Real Canadian Superstore®<br> pharmacist based on their health profile. On March 28^th^, 2023, the Government of Canada tabled its budget for the year<br> ahead, including a 10-year funding agreement with the Nation’s provinces to increase healthcare funding. This new funding approach<br> is novel for the fact that each province will have specific agreements, opposed to the more traditional generalized formula. This<br> approach is expected to bring substantial innovations related to healthcare data and new healthcare service delivery, as the provinces<br> agreed to make changes to rules and practices which have limited data-flow optimization and healthcare access.
●	The<br> Canadian Medical Association expressed support for many of the initiatives on March 30^th^, 2023, in relation to the healthcare<br> agreement and encouraged government to institute recommendations from the Addressing Canada’s Health Workforce Crisis<br> report from the Standing Committee on Health. One of the key items they pointed to was “…optimizing scopes of practice for health professionals…”.
●	Most<br> provinces have already begun expanding the scope of practice of their pharmacists, with 7 provinces allowing these healthcare professionals<br> to prescribe for minor ailments and 8 provinces either allowing or will soon allow them to order and interpret lab results.

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

●	As<br> of July 1^st^, 2022, the Government of Ontario brought into effect an expanded scope of practice for community pharmacists<br> in the province, joining Alberta in this growing and increasingly popular approach. This includes limited prescribing for minor ailments,<br> as well as the ability to perform certain point-of-care tests to assist patients with managing chronic disease. Approved tests include<br> glucose, HbA1c and lipids, all of which HealthTab™ currently offers with the Abbott Afinion 2™. Also announced as part<br> of this plan in Ontario, is a second stage of scope modifications, which began on January 1, 2023. This stage allows for limited<br> prescribing for minor ailments and certain prescription renewals, further enhancing the value of community pharmacy.
●	These<br> changes, and increasing demand, means Canadian pharmacy business is rapidly changing before our eyes, from being product focused<br> to service focused. At $51.4 billion, the industry already represents a significant impact on healthcare, and the anticipated increase<br> in funding and new service offerings, including point-of-care testing, will mean this practice will play an even more impactful role<br> going forward.
●	During<br> the pilot with Shoppers Drug Mart®, over 15,000 HealthTab™ tests were completed for more than 6,900 patients. The data<br> collected confirmed that the patients tested had a high prevalence of previously undiagnosed diabetes, pre-diabetes and heart disease<br> and significant near-term risk for major health events. Almost 60 per cent of patients needed an intervention to better manage their<br> chronic disease. On average, 31 percent received a new chronic medication, 28 percent required a change in their current medication,<br> and 235 patients were newly identified 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 increase in the value of services they were<br> able to provide to their patients.
●	Developed<br> a unique quality assurance program with a third-part reference laboratory to offer HealthTab™ pharmacies industry leading validation<br> for point-of-care instruments and test consumables.
●	Signing<br> of a non-exclusive, pilot supplier distribution agreement in Canada between HealthTab™ Inc., and Abbott, with respect to the<br> handheld blood chemistry analyzer, i-STAT Alinity. The agreement allows HealthTab™ to distribute Abbott’s point-of-care<br> i-STAT Alinity and its associated tests for creatinine in Canadian pharmacies to better support patients with important information<br> about their renal function.
●	Amendment<br> to the Distribution Agreement adds Abbott’s popular ID NOW™ molecular testing device which will add onsite testing and<br> reporting capabilities for SARS-CoV-2 as well as Respiratory Syncytial Virus (RSV), Influenza A & B and Streptococcus –<br> a powerful combination for detecting infections before they spread.
●	Partnered<br> with Ellerca Health Inc. to offer joint diabetes screening and management support.
●	Developing<br> new pilot programs with national pharmacy chains,
●	Continuing<br> to negotiate new POC diagnostic device integrations to expand the HealthTab™ testing menu.
●	Refining<br> HealthTab™’s de-centralized clinical trials capabilities to monetize de-identified data associated with high-value Real-World<br> Evaluation (RWE).
●	Moving<br> forward with negotiations across several target demographics, domestically and internationally, with pharmacies, life-science companies,<br> host-locations and Clinical Research Organizations (CRO).

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

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

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 important to their organizations by 2022.
●	Almost<br> all companies expect to increase investments in talent, technology, and external partnerships 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 Canada 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.

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

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.

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.

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.

Selected Financial Information and Additional Disclosure

The following financial data for the three years is derived from the Annual Audited Consolidated Financial Statements and should be read in conjunction with the Consolidated Financial Statements.

	2022		2021		2020
Total revenue	$	1,768,374	$	122,808	$	33,030
Loss from operations	$	818,228	$	1,708,132	$	1,173,966
Loss per share – basic<br> and diluted	$	0.01	$	0.02	$	0.02
Total assets	$	2,568,983	$	2,281,393	$	440,090
Total current liabilities^(1)^	$	604,893	$	84,477	$	1,154,131
Total non-current financial<br> liabilities		Nil		Nil		Nil

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

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

QUARTERLYFINANCIAL INFORMATION

The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements for the year ended December 31, 2022. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.

Quarter<br> Ended

Revenue	953,454		548,049
Gross profit<br> (loss)	261,778		229,471
Share-based compensation	304,328		168,518
Comprehensive<br> loss	(285,062	)	(284,225	)	)	)	)	)	)	)
Net income<br> (loss)/share	(0.00	)	(0.00	)	)	)	)	)	)	)
Total<br> Assets	2,453,136		2,143,810

All values are in US Dollars.

RESULTSOF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

	Three<br> months ended <br><br>September 30					Nine<br> months ended <br><br>September 30
	2023			2022		2023			2022
Revenue	$	953,454		$	572,228	$	2,130,744		$	791,139
% Change<br> - year over year		66.62	%				169	%
Gross profit	$	261,778		$	215,961	$	701,930		$	287,948
% Change<br> - year over year		21.22	%				144	%

The Company incurred comprehensive loss of $760,799 for the nine months ended September 30, 2023 (2022 - $573,439).

Significant changes are as follows:

●	Revenue<br> increased to $2,130,744 (2022 - $791,139) a 169% increase due to an increase in HealthTab™ systems deployed and tests sold.<br> Gross profit amounted to $701,930 (2022 – $287,948) a 144% increase. Gross margin for the period was 33% (2022- 36%) outperforming<br> the Company’s target margin of 30%.
●	Share-based<br> compensation of $ 560,847 (2022 - $88,522) was recognized for stock options granted, vested, and repriced during the period.

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

●	Consulting<br> fees increased to $182,117 (2022 - $145,000) primarily due to an increase in fees payable to the CTO.
●	General<br> and administrative expenses increased to $266,158 (2022 - $191,335) mainly due to increase in operations as compared with previous<br> period.
●	Management<br> fees increased to $162,000 (2022 - $120,000) due to an increase in fees payable to the CEO.
●	Professional<br> fees increased to $191,534 (2022 – 116,759) mainly due to an increase in audit fees.

RESULTSOF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

●	The<br> Company incurred comprehensive loss of $285,062 for the three months ended September 30, 2023 (2022 - $180,398).
	Significant<br> changes are as follows:
●	Revenue<br> increased to $953,454 (2022 - $572,228) a 67% increase, due to an increase in HealthTab™ systems deployed and tests sold. Gross<br> profit increased to $261,778 (2022 – $215,961) a 21% increase. Gross margin for the period was 27% (2022- 37.74%).
●	Cost<br> of sales increased to $691,676 (2022 – $356,267) due to increase in scale of operations.
●	Share-based<br> compensation of $304,328 (2022 - $58,354) was recognized for stock options granted, vested, and repriced during the period.
●	General<br> and administrative expenses decreased to $79,720 (2022 - $84,434) mainly to due to decrease in filing fees.
●	Professional<br> fees increased to $37,808 (2022 – $33,440) mainly due to an increase in legal fees.

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

LIQUIDITYAND CAPITAL RESOURCES

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 a sustainable level.

Cashflows

Sources and Uses of Cash:	Period ended<br> September 30,
	2023		2022

Cash provided<br> by (used in) operating activities				)
Cash used in investing activities		)		)
Cash provided by financing<br> activities
Cash<br> and Cash Equivalents, closing balance

All values are in US Dollars.

There is an overall cash outflow of $230,996 for the nine months ended September 30, 2023 compared to the $1,143,866 in comparable period in 2022.

FundingRequirements

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

The future funding requirements will depend on many factors including:

●	the<br> extent to which we will be commercially successful in launching HealthTab™,
●	the<br> size, cost and effectiveness of our sales and marketing programs, distribution and marketing arrangements,
●	the<br> ability of the Company to raise capital through the issuance of its securities.

As at September 30, 2023, the Company had a working capital of $270,480 (December 31, 2022 – $826,238) and $461,147 (December 31, 2022 - $770,373) in accounts receivable. We believe that our cash on hand, the expected future cash inflows from revenues, net proceeds from the options exercised, if any, may be sufficient to finance our working capital within the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products are insufficient to fund our working capital, operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements.

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

RELATEDPARTY TRANSACTIONS

For the three and nine months period ended September 30, 2023 and 2022, the Company recorded the following transactions with related parties:

a)	$54,000<br> and $162,000 in management fees (2022 - $45,000 and $120,000), respectively, to the Chief Executive Officer of the Company.
b)	$32,100<br> and $96,300 in professional fees (2022 - $32,100 and $92,100), respectively, to a company controlled by the Chief Financial Officer<br> of the Company.
c)	$54,000<br> and $162,000 in consulting fees (2022 - $60,000 and $120,000) to the Chief Technology Officer of the Company.
d)	$79,745<br> and $231,393 in quality control fees (2022 – $Nil and $Nil) to a company controlled by the Chief Technology Officer of the<br> Company.
e)	$1,500<br> and $4,500 in office rent (2022 – $1,500 and $4,500) to a company controlled by the Chief Technology Officer of the Company.
f)	$3,000<br> and $9,000 in office rent (2022 – $3,000 and $6,000) to a company controlled by the Chief Financial Officer of the Company.

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

	Three months<br> ended		Nine months<br> ended
	September 30,		September 30,
	2023	2022	2023	2022

Consulting fees
Management fees
Professional fees
Share-based<br> compensation

All values are in US Dollars.

Included in accounts payable at September 30, 2023, are $89,308 due to the related parties (December 31, 2022 - $Nil).

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

DISCLOSUREOF OUTSTANDING SHARE DATA

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

Common Shares	99,644,664
Stock Options	10,350,000
Warrants	-

COMMITMENTSAND AGREEMENTS

Loanspayable

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.

CRITICALACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Our consolidated financial statements are prepared in accordance with IFRS. These accounting principles require 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. Actual results may differ from these estimates under different assumptions or conditions. Significant areas requiring management estimates include accounting for amounts recorded in connection recoverability of inventories, reporting of revenue recognition, bad debt and doubtful accounts, income taxes, accounting for stock-based compensation expense, and commitments and contingencies.

The significant accounting policies that we believe are the most critical in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation and fair value measurements of financial instruments. These and other significant accounting policies are described more fully in Note 2 and 3 of our annual consolidated financial statements for the year ended December 31, 2022.

Revenuerecognition

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 customers 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:

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

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

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

Share-basedpayments

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.

Estimationof useful lives of equipment and software

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

FINANCIALINSTRUMENTS AND RISKS

OperationalRisk Factors

LimitedOperating History

There is no assurance that Avricore will earn profits in the future, or that profitability will be sustained. Operating in the pharmaceutical and biotechnology industry requires substantial financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue AVRICORE business development and marketing activities. In case AVRICORE does not have sufficient capital to fund its operations, the management may be required to restructure the operations.

Goingconcern

The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.

Developmentof Technological Capabilities

The market for Avricore’s products is characterized by changing technology and continuing process development. The future success of Company’s business will depend in large part upon our ability to maintain and enhance the Company’s technological capabilities, develop and market products and services which meet changing customer needs and successfully anticipate or respond to technological changes on a cost effective and timely basis. Although we believe that Company’s operations provide the products and services currently required by our customers, there can be no assurance that the Company’s process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render Avricore’s products or services uncompetitive. If Avricore needs new technologies and equipment to remain competitive, the development, acquisition and implementation of those technologies and equipment may require us to make significant capital investments.

Dependenceon Key Personnel

We are dependent to a large extent upon the continued services of our senior management team and other key employees such as sales and technical personnel. There is intense competition for skilled employees and our failure to recruit, train and retain such employees could have an adverse effect on our business, financial condition or operating results.

FinancialInstruments and Risk Management

The 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.

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

Creditrisk

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 92% of trade receivables are due from one customer at September 30, 2023 (December 31, 2022 – 99% from one customer).

Liquidityrisk

The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised. As at September 30, 2023, the Company’s liabilities $646,498 (December 31, 2022 - $604,893) were comprised of accounts payable and accrued liabilities $606,498 (December 31, 2022 – 312,893), deferred revenue $nil (December 31, 2022 – $252,000), and loans payable $40,000, (December 31, 2022 – $40,000).

Currencyrisk

Interestrate risk

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Avricore Health Inc.

Management's Discussion and Analysis

as of November 29, 2023

OFF-BALANCESHEET ARRANGEMENTS

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

CONTACT

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

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Exhibit5

AVRICORE HEALTH CORPORATE UPDATE – COMPANY DEMONSTRATES STRONG GROWTH

VANCOUVER, BRITISH COLUMBIA – November 30, 2023 – AVRICORE HEALTH INC. (TSXV: AVCR) (the “Company” or “AVCR”) reports on its third quarter results which demonstrate significant growth in pharmacy locations offering HealthTab™ driving strong revenue growth and operational cashflow positivity. With demand for clinical services growing in pharmacies thanks to the ever-expanding scope and demonstrated success they are having with it; the Company expects to finish the year well ahead of the year previous and have great momentum for 2024.

“Patients and pharmacists are discovering and accessing new information that’s having a powerful impact on their care and support thanks to HealhTab,” said Hector Bremner, CEO of Avricore Health Inc. “Our ambition of helping more people live better is becoming reality each day and we are poised to make big breakthroughs in bringing this service to more patients around the world.”

Revenuesand Operational Net-Positive Results Grow

Trends are still yet to be established with respect to test usage and system deployment cadence, the two primary ways the company generates revenues. The Company is not only pioneering the first turnkey solution for point-of-care testing and health data insights, but policy and funding within Canada and other nations to support this type of work in pharmacies is being implemented in real-time. However, year-over-year revenue comparisons are demonstrating strong gross revenue increases, while the Company’s fiscal discipline is leading to ever-increasing net-cashflow, despite significant investment in the HealthTab network growth.

In the three months ended September 30, 2023 revenue increased by 27% year-over-year to $953,454 and gross profit increased by 21% to $261,778. In the nine months ended September 30, 2023 revenue increased by 169% year-over-year to $2,130,744 and gross profit increased by 144% to $701,930.

While a non-cash item, stock-based compensation, made up most of the Company’s expenses leading to a net loss thus far, it’s important to recognize that a $412,400 net positive cashflow from operations was achieved, representing an increase in cash from operations of $825,960 over 2022.

For additional perspective on the positive fiscal track of the Company, consider that the Company achieved a 169% increase over 2022 nine-months revenues and a 144% increase in gross profit over the same period with operating expenses (excluding stock-based compensation) only increasing by 16%.

All of this means the Company is growing rapidly and remains in a confident position to meet future demand.

LookingAhead

The Company has previously announced new programs and partnerships where work is ongoing. The team expects significant growth and new revenue opportunities in the year ahead as these opportunities mature. These include:

●	Being<br> selected by Barts Heart Centre and national cardiovascular charity HEART UK to assess the feasibility of community pharmacists in<br> the UK’s ability to complement opportunistic blood pressure checks with cholesterol testing to assess overall cardiovascular<br> risk and build on the clinical services offered.
●	Ascensia<br> Diabetes Care, a global diabetes care company, to integrate their blood glucose monitoring (BGM) systems, marketed as CONTOUR®NEXT<br> GEN and CONTOUR®NEXT ONE, with HealthTab and bringing near-to-patient data into HealthTab results.
●	Launching<br> with Rexall Pharmacies, one of Canada’s largest and most respected pharmacy brands, the second national chain to roll out HealthTab.

The Company continues many other interesting and potentially exciting conversations as it seeks to drive greater collaboration between various parties interested in patient health, both within Canada and internationally.

2023 Objectives
Further<br> expansion of HealthTab with current partners.<br><br> <br><br><br> <br>(Update:<br> There are currently 703 participating Shoppers Drug Mart® pharmacies and Loblaw family stores offering screening tests to patients via HealthTab™)
Expansion<br> of HT in other pharmacy groups in Canada.<br><br> <br><br><br> <br>(Update The Company recently announced Rexall Pharmacies is beginning to take HealthTab systems and looks forward to working with them.)
International<br> expansion.<br><br> <br><br><br> <br>(Update: The Company is excited to learn more and drive demand for HealthTab in the UK and beyond, this work is in progress.)
Hiring<br> key positions to support technical and business development efforts.<br><br> <br><br><br> <br>(Update: Adding a team member last year has been sufficient to date in terms of personnel, and the use of AI tools allows the Company to drive productivity while effectively managing expenses. The team is constantly reviewing human resources needs and has an action plan in place to grow the team on an as-needed basis.)
Revenue<br> growth and profitability.<br><br> <br><br><br> <br>(Update: The company’s revenues and gross profitability continue to trend in the right direction and considering the ever-rising numbers of systems, test demand and potential for more public funding aimed at pharmacy, the Company is very confident in its long-term goals.

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 (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 it’s only after a heart attack they<br> are diagnosed. (Source)
●	There<br> are more that 10,000 pharmacies in Canada, 88,000 pharmacies in the US, nearly 12,000 in the UK.

AboutHealthTab™

HealthTab™ is a turnkey point-of-care testing solution that combines best-in-class point-of-care technologies with a secure, cloud-based platform for tackling pressing global health issues. With just a few drops of blood from a finger prick, the system generates lab-accurate results on the spot and data is reported in real time. The test menu includes up to 23 key biomarkers for screening and managing chronic diseases, such as diabetes and heart disease (e.g., HbA1c, Lipid Profile, eGFR). HealthTab™ has also recently added capabilities for bacterial and viral tests, such as strep and COVID-19.

The HealthTab™ network model is unlike anything in pharmacy today. It gives knowledgeable and trusted pharmacists a greater role in primary care delivery, while empowering patients to take more control of their health. It also reduces costs and waiting times and provides many potential revenue streams including equipment leasing & consumables, direct access testing, disease prevention & management programs, sponsored health programs, decentralized clinical trials, real world data (RWD) sets, and third-party app integration through API.

AboutAvricore 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, the Company’s mission is to make actionable health information more accessible to everyone by creating the world’s largest network of rapid testing devices in community pharmacies.

Contact:

AvricoreHealth Inc.

Hector Bremner, CEO 604-773-8943

info@avricorehealth.com

www.avricorehealth.com

CautionaryNote Regarding Forward-Looking Statements

Information in this press release that involves Avricore Health’s expectations, plans, intentions, or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Avricore Health generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. In this press release, forward-looking statements include statements regarding: the completion of the placement and the expected timing thereof and the Company’s expected use of proceeds from the placement; the unique features that the HealthTab™ platform offers to pharmacists and patients. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of Avricore Health’s management. The forward-looking statements in this press release are based upon information available to Avricore Health as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Avricore Health and are subject to a few risks, uncertainties, and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore’s public filings. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.

Neitherthe TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy