CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS	9 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS	5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS *Series A Convertible Promissory Notes: During the year ended March 31, 2021, the Company issued $11,275,500 (face value) in two series of convertible promissory notes (the “Series A Notes”) sold under subscription agreements to accredited investors. The Series A Notes were to mature one year from the final closing date of the offering and accrue interest at 12% per annum. For the first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) could be converted into that number of shares of common stock equal to: (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the common stock for the 5 trading days prior to the Conversion Date (the conversion price). BIOTRICITY INC.* NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) For the first series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion, redeem the notes for 115% of their face value plus accrued interest. For the second series of Series A Notes, the notes could be converted into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $24.00 per share or 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date. For the second series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $24.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $24.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion, redeem the notes for 115% of their face value plus accrued interest. The Company was obligated to issue warrants that accompany the Series A Notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time of the final closing. The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes. The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $6.36 per share. Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features contained in those Series A Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features. For the Series A Notes, the Company recognized debt issuance costs in the amount of $2,301,854 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series A Notes. The Company also recognized initial debt discount in the amount of $8,088,003 and accreted interest over the remaining lives of those Series A Notes. The debt issuance costs were fully amortized by March 31, 2022. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) On December 30, 2022, the Company exchanged $500,000 of Series A Notes along with its outstanding interest accrual of $121,500 into a new convertible note with the same note holder. The new convertible note has principal of $621,500, stated interest rate of 12% per annum, as well as option to convert outstanding principal and accrued interest at the conversion price, calculated at 75% multiplied by the average of the three lowest closing prices during the previous ten trading days prior to the receipt of the conversion notice. The new convertible note matured on December 30, 2023. On December 31, 2024, all of the Series A notes had been converted into common shares, with the exception of notes held by two investors, with a remaining face value in the amount of $700,000. During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $nil. As of December 31, 2023, the discount on Series A Notes had been fully amortized. As of December 31, 2024, and March 31, 2024, the Company recorded $248,034 and $173,762, respectively, of interest accruals for the Series A Notes. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $24,848 and $72,300, respectively, on Series A Notes. Series A Notes that remain outstanding as at December 31, 2024 are beyond their contractual maturity date. The notes continue to accrue interest, and no repayment demand notification has been received from noteholders. *Series B Convertible Notes* During the year ended March 31, 2021, the Company also issued $1,312,500 (face value) of convertible promissory notes (“Series B Notes”) to various accredited investors. Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) could be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the conversion price. Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice. The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion, redeem the notes for 115% of their face value plus accrued interest. The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is $6.36 per share for 100,000 warrant shares and $9.0 per share for 35,417 warrant shares. Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000 after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) The Company recognized debt issuance costs in the amount of $10,000 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series B Notes. The Company recognized initial debt discount of $1,312,500 and accreted interest over the remaining lives of those notes. The debt issuance costs were fully amortized by March 31, 2022. During the year ended March 31, 2022, $472,500 (face value) of Series B Notes were converted into 34,586 common shares. As at March 31, 2022, $840,000 of Series B Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes. During the year ended March 31, 2023, $555,600 (face value) of Series B Notes were converted into 126,833 common shares (Note 9 d). During the year ended March 31, 2023, $126,680 (face value) of Series B Notes were redeemed by cash payment of $145,682. The redemption price was determined in accordance with the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note, was $24,408, and was recognized as a gain upon convertible note repayment. During the year ended March 31, 2024, the Company redeemed $135,710 of Series B Notes, through a cash payment of $162,851. A gain on redemption $18,540 was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($45,681 for the year ended March 31, 2024). During the three and nine months ended December 31, 2024, the Company redeemed $nil and $22,009 of Series B Notes, through a cash payment of $nil and $25,342, respectively. A gain of $nil and $8,320 was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($nil and $8,320 for the three and nine months ended December 31, 2024, respectively). During the three and nine months ended December 31, 2023, the Company redeemed $16,667 and $119,043 of Series B Notes, through a cash payment of $20,000 and $142,851, respectively. A gain on redemption of $2,149 and $15,281 was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($5,482 and $39,089 for the three and nine months ended December 31, 2023, respectively). As of December 31, 2024, no Series B Notes remain outstanding. As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $88,881 and $88,602, respectively, related to the Series B Notes. During the three and nine months ended December 31, 2024, the Company recognized interest expense on the Series B Notes in the amount of $nil and $279, respectively. During the three and nine months ended December 31, 2023, the Company recognized interest expense in the amount of $697 and $3,401, respectively. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) *Series C Convertible Notes* The Company has issued Series C Notes of $1,812,700 (face value) by March 31, 2024, with net proceeds of $1,100,430 after payment of the relevant financing related fees. The Series C Notes were sold under subscription agreements to accredited investors. The Series C Notes mature one year from the final closing date of the offering and accrue interest at 15% per annum. For Series C Notes, commencing six months following the Issuance Date, and at any time thereafter, at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Conversion Amount”) could be converted into that number of shares of common stock equal to: the Conversion Amount divided by the “Optional Conversion Price”, which is defined as lower of (i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of common stock (or conversion or exercise price per share of common stock of any common stock equivalents) sold in a Qualified Financing (as defined in the Series C note agreements). For Series C Notes, “Mandatory Conversion” of the notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty consecutive trading days (the “Measurement Period”) (A) the closing price of the common stock on the applicable trading market is at least $18.00 per share and (B) the dollar value of average daily trades of the common stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the common stock on each of the ten (10) consecutive trading days following such closing is at least $400,000 per trading day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of common stock (or conversion or exercise price per share of common stock of any common stock Equivalents) sold in a Qualified Financing. The Company was obligated to issue warrants that accompany the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time of final closing. The Company was obligated to pay the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes. The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time final closing. Prior to the final closing date (October 23, 2023), the Company determined that the conversion features contained in those Series C Notes as well as the obligations to issue investor warrants and placement agent warrants represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion features, as well as the obligations related to investor warrant and placement agent warrant issuance. Subsequently, the exercise price of all warrants was concluded and locked to $4.18 and $2.09, respectively, for the note holder and placement agent warrants, as of the final closing date October 23, 2023. Since the exercise price was no longer a variable, the Company concluded that the noteholder and placement agent warrants should no longer be accounted for as a derivative liability in accordance with ASC 815 guidelines related to equity indexation and classification. The derivative liabilities related to those warrants were therefore marked to market as of October 23, 2023 and then transferred to equity (collectively, “End of warrants derivative treatment”) in the amount of $1,278,786 (Note 8). BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) For the Series C Notes, the Company recognized debt issuance costs of $207,361 during the year ended March 31, 2024 and treated these as debt discounts. The Company also recognized additional debt discount in the amount of $1,005,829 in connection with the recognition of derivative liabilities for the conversion features, investor warrants and placement agent warrants. The debt discounts are recorded as a contra liability against the convertible note and are amortized and recognized as accretion expenses using the effective interest method over the remaining lives of the Notes. During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $215,998 and $1,267,666, respectively, on Series C Notes as accretion and amortization expense. As of December 31, 2024, and March 31, 2024, the remaining unamortized discount on Series C Notes was $35,392 and $1,232,274, respectively. During the three and nine months ended December 31, 2023, the Company recognized discount amortization of $139,568 and $320,434, respectively, on Series C Notes as accretion and amortization expense. As of December 31, 2023, the remaining unamortized discount on Series C convertible notes was $1,471,345. During the three and nine months ended December 31, 2024, convertible notes with a face value of $80,000 and $1,512,700 and accrued interest of $18,150 and $240,407, were converted into 456,601 and 2,210,155 common shares, respectively. As of December 31, 2024, 577,644 shares are recognized as an obligation for shares to be issued relating to the conversions. The fair value of common shares issued during the three and nine months ended December 31, 2024, is $184,627 and $2,467,844, respectively, and is determined based on market price upon conversion. Total value of debt settled is in the amount of $124,969 and $2,270,898, respectively, which consisted of the face value of notes converted, accrued interest of $18,150 and $240,442, respectively, and relevant derivative liability of $26,819 and $517,791, respectively. The Company recognized a loss upon conversion of $59,658 and $196,945, respectively, representing the difference between the value of debt settled and fair value of shares issued and to be issued. During the three and nine months ended December 31, 2024, convertible notes with a face value of $125,000 and accrued interest of $29,844, were redeemed for a cash payment of $154,844. The Company recorded a gain on redemption of $17,357 related to the conversion, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities. As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $45,688 and $253,643, respectively, related to the Series C Notes. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amounts of $15,465 and $65,184, respectively. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) *Convertible Preferred Notes* The Company entered into a convertible preferred note financing on September 25, 2023 and issued a convertible note (“Preferred Note”) in the principal amount of $1,000,000. The Preferred Note matures on the eighteen month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen month anniversary of the last closing date of the offering (the “Maturity Date”). The Preferred Note bears interest at a fixed rate of 12% which is payable in cash monthly. The Company also issued a Preferred Note on October 25, 2023 in the principal amount of $250,000. The Preferred Note matures on the eighteen month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen month anniversary of the last closing date of the offering. The Preferred Note bears interest at a fixed rate of 12%, which is payable in cash quarterly. The Company issued a further Preferred Note in January 2024 for a principal amount of $114,303. The Preferred Note matures on the twenty-four (24) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the twenty-four month anniversary of the last closing date of the offering. The Preferred Note bears interest at a fixed rate of 8% which is payable in cash quarterly. The Company also issued a Preferred Note on June 17, 2024, for a principal amount of $300,000. The Preferred Note matures on the eighteen (18) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen month anniversary of the last closing date of the offering (the “Maturity Date”). The Preferred Note bears interest at a fixed rate of 12% which is payable in cash quarterly. During the three months ended December 31, 2024, the Company issued $869,000 in unsecured convertible promissory notes to private investors; $100,000 of the notes mature on their six-month anniversary of issuance and bear interest of 10%; $319,000 of the notes mature on their twelve-month anniversary of issuance and bear interest of 10%; and $450,000 of the notes mature on their eighteen-month anniversary of issuance and bear not interest; all of the notes have conversion features that require the mutual consent of the investor and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes. As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $41,978 and $4,103, respectively, related to the Preferred Notes. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $53,369 and $121,977, respectively. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) *Other Convertible Notes* On January 23, 2023, the Company issued $2,000,000 (face value) in convertible preferred notes (“the Notes”) to an accredited investor. The Notes mature 18 months from the issuance date. This note bears interest rate at a fixed rate of 10% in the form of stock with a strike price equal to the closing stock price on the note issuance date. Therefore, the Company issued 45,045 shares of common stock in lieu of interest on this convertible note. These shares were valued at $221,621 and were recognized as a deferred cost on the convertible note, recorded as a contra liability against the convertible note, and were amortized and recognized as accretion expense using the effective interest rate method over the remaining lives of the Notes. The conversion of the Notes is automatic upon a Qualified Financing (as defined in the Notes) which is in the control of the Company, or at maturity of the notes, upon mutual agreement by the noteholder and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Notes. During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $nil, on the Notes as accretion and amortization expense. As of December 31, 2024, and March 31, 2024, respectively, the discount on Other Convertible Notes was fully amortized. During the three and nine months ended December 31, 2023, the Company recognized discount amortization of $55,861 and $166,975, respectively, for the Other Convertible Notes, as part of the accretion and amortization expenses. As of December 31, 2023, the remaining unamortized discount on Other Convertible Notes was $19,428. *Other Short-term loans and Promissory Notes* In December 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $9,999. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 40 weeks. The Company is required to make weekly payments of $13,995 ($560,000 in the aggregate). As of December 31, 2024, and March 31, 2024, respectively, the principal was fully repaid and discount for this loan was fully amortized. The discount amortization during the three and nine months ended December 31, 2024, was $nil, respectively. The discount amortization during the three and nine months ended December 31, 2023, was nil and $6,142, respectively, and was recognized as part of the accretion and amortization expenses. In addition, the Company recognized $nil accretion expenses, during the three and nine months ended December 31, 2024, and $Nil and $66,213 during the three and nine months ended December 31, 2023, respectively, related to the increase in present value of the loan over its term. In December 2022, the Company also entered into a short-term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $800,000, prior to the deduction of issuance costs in the amount of $32,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40 weeks. The Company is required to make weekly payments of $29,556 ($13,999 for the first four weeks, and $1,120,000 in the aggregate). As of December 31, 2024, and March 31, 2024, respectively, the principal was fully repaid and discount for this loan was fully amortized. The discount amortization during the three and nine months ended December 31, 2024, was $nil respectively. The discount amortization during the three and nine months ended December 31, 2023, was $800 and $11,200, respectively, which was recognized as part of the accretion and amortization expenses. In addition, the Company recognized $nil accretion expenses, during the three and nine months ended December 31, 2024, and $481 and $150,760 accretion expenses, during the three and nine months ended December 31, 2023, respectively, related to the increase in present value of the loan over its term. In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $600,000 (the “Principal Amount”). The note has a fixed rate of interest at 25% per annum payable monthly on the first day of every month. This promissory note matured on December 15, 2023, when the Principal Amount became due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a 3% early payment penalty provision. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $600,000, and accrued interest outstanding on the note was $13,236 and $12,723, respectively. The note continues to accrue interest, and no repayment demand notification was received from noteholder. During the three and nine months ended December 31, 2024, the Company recorded interest expense in the amount of $37,808 and $113,014, respectively, related to the promissory note. On December 30, 2022, the Company extinguished 51,101 warrants that were originally issued to Series A Convertible Noteholders and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has a principal balance of $270,000, stated interest of zero, and maturity date of December 31, 2023. The fair value of this new promissory note was $248,479 as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $21,521, and was recognized as a discount, and amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. During the year ended March 31, 2024, the obligation to repay the principal balance at the original maturity date was waived for a finance charge of $50,000, which the Company recorded as interest expense in the in the statement of operations. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $270,000, and the remaining unamortized discount was $Nil. During the three and nine months ended December 31, 2024, the Company recognized amortization of discount on this promissory note in the amounts of $nil, respectively. During the three and nine months ended December 31, 2023, the Company recognized amortization of discount on this promissory note in the amounts of $nil and $7,304, respectively, as accretion and amortization expenses. As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $50,000 related to this promissory note. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) On March 29, 2023, the Company entered into an additional collateralized bridge loan agreement with a finance company that advanced gross proceeds of $300,000, prior to the deduction of issuance costs in the amount of $12,000. The issuance costs were recognized as a debt discount and would be amortized via the effective interest method. The term of this agreement is 40 weeks. The Company is required to make weekly payments of $5,250 for the first four weeks, and $11,083 for the remaining 36 weeks, which is $420,000 in aggregate. On July 18, 2023, the Company entered into an amendment with the finance company and increased total proceeds borrowed to $700,000. The proceeds from the amended loan balance were netted against previously outstanding balance of the loan, along with an issuance cost in the amount of $28,000. The term of this new loan agreement is 40 weeks. The Company is required to make weekly payments of $24,500, which is $980,000 in aggregate. The Company accounted for this amendment as a debt extinguishment and recognized a loss on the amendment of $59,161 in other expenses. The issuance costs on the amended loan were recognized as a debt discount and would be amortized via the effective interest method. During the three and nine months ended December 31, 2024, the Company recognized $nil and $2,800, respectively, of amortization of discount as accretion and amortization expenses. During the three and nine months ended December 31, 2023, the Company recognized $9,100 and $16,100, respectively, of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $nil and $4,152 accretion expenses, during the three and nine months ended December 31, 2024, respectively and $108,245 and $300,651 during the three and nine months ended December 31, 2023, respectively, related to the increase in present value of the loan over its term. During the three and nine months ended December 31, 2024, net repayments for the loan amounted to $20,000 and $211,500, respectively. In June 2023, the Company entered into a secured revolving account purchase credit and inventory financing facility (the “Revolving Facility”) with a revolving loan lender, pursuant to which the lender may from time to time purchase certain discrete account receivables from the Company (with full recourse) or may make loans and provide other financial accommodations, the payment of which are guaranteed and secured by certain assets of the Company. In assigning the selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $1.2 million in financing, and expects to receive the remaining balance as part of normal collection activities. The inventory financing provided by this facility was limited to the lower of $0.3 million, or a 40% maximum of inventory balances. The Revolving Facility was accounted for as a secured borrowing. As of December 31, 2024, and March 31, 2024 the Company had drawn $1,718,286 and $1,286,792, respectively, in accounts receivable financing and $198,000 and $125,000, respectively, in inventory financing with aggregate principal outstanding of $1,916,286 and $1,411,792, respectively. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $117,133 and $324,851, respectively. As of December 31, 2024, and March 31, 2024 the Company recorded accrued interest in the amount of $36,575 and $23,879 related to the Revolving Facility. On July 13, 2023, the Company entered into another short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $24,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 14 weeks. The Company is required to make weekly payments of $38,705 ($540,000 in the aggregate). As of December 31, 2024, and March 31, 2024, the principal was fully repaid and discount for this loan was fully amortized. No repayments were made during the nine months ended December 31, 2024. On August 11, 2023, the Company issued two short term promissory notes (“August 2023 Notes”), each for a principal amount of $250,000, to one investor for aggregate gross proceeds of $500,000. The August 2023 Notes do not accrue interest but do contain administrative fees in the aggregate of $75,000. One of the notes matures three months from the issuance date upon which the principal amount of $250,000 and an administrative fee of $25,000 is due. The second note matures six months from the issuance date upon which the principal amount of $250,000 and an administrative fee of $50,000 is due. The administrative fees were accrued as interest expenses for the period of the loans outstanding. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $72,500 and $427,500, respectively. Accrued interest outstanding on the note as of December 31, 2024, and March 31,2024, was $75,000, respectively. During the three and nine months ended December 31, 2024, net repayments towards the principal amount of the notes amounted to $125,000 and 500,000, respectively. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) On December 8, 2023, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $630,000, prior to the deduction of issuance costs in the amount of $15,750. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 44 weeks. The Company is required to make weekly payments of $19,195 ($844,200 in the aggregate). As of December 31, 2024, and March 31, 2024, the amount of principal outstanding under this amended agreement was $nil and $443,185, respectively, and the remaining unamortized issuance cost discount was $nil and $10,023, respectively. During the three and nine months ended December 31, 2024, the Company recognized $716 and $10,023 of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $769 and $93,895 accretion expenses during the three and nine months ended December 31, 2024, related to the increase in present value of the loan over its term. During the three and nine months ended December 31, 2024, total repayments for the loan amounted to $130,000 and $497,925. During January 2024, the Company entered into a short term loan agreement with an individual lender that resulted in gross proceeds of $140,000 (the “Principal Amount”). The loan has a fixed rate of interest at 12% per annum on the principal amount, payable monthly. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $85,192 and $140,000, respectively. As of December 31, 2024, and March 31, 2024, accrued interest outstanding on the note was $15,645 and $nil, respectively. The loan continues to accrue interest, and total repayments for the loan amounted to $54,808 during the three and nine months ended December 31, 2024, respectively. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $9,544 and $20,774 related to the short term loan. During February 2024, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $660,504 (the “Principal Amount”). The note has a fixed rate of interest at 12% per annum on the principal amount, payable monthly. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $660,932. As of December 31, 2024, and March 31, 2024, accrued interest outstanding on the note was $68,899 and $7,101, respectively. The note continues to accrue interest, and no repayment demand notification was received from noteholder. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $14,682 and $54,446, respectively, related to the promissory note. On February 2, 2024, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $700,000, prior to the deduction of issuance costs in the amount of $35,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 35 weeks. The Company is required to make weekly payments of $29,235 ($1,008,000 in the aggregate). As of December 31, 2024, and March 31, 2024, the amount of principal outstanding under this agreement was $nil and $581,105, respectively, and the remaining unamortized issuance cost discount was $nil and $26,879, respectively. During the three and nine months ended December 31, 2024, the Company recognized $486 and $26,879, respectively, of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $303 and $193,015, respectively, accretion expenses during the three and nine months ended December 31, 2024, related to the increase in present value of the loan over its term. During the three and nine months ended December 31, 2024, total repayments for the loan amounted to $207,250 and $656,805. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars)

CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS

9 Months Ended

Dec. 31, 2024

CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS

5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS

Series A Convertible Promissory Notes:

During the year ended March 31, 2021, the Company issued $11,275,500 (face value) in two series of convertible promissory notes (the “Series A Notes”) sold under subscription agreements to accredited investors. The Series A Notes were to mature one year from the final closing date of the offering and accrue interest at 12% per annum. For the first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) could be converted into that number of shares of common stock equal to: (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the common stock for the 5 trading days prior to the Conversion Date (the conversion price).

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

For the first series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion, redeem the notes for 115% of their face value plus accrued interest.

For the second series of Series A Notes, the notes could be converted into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $24.00 per share or 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date.

For the second series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $24.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $24.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion, redeem the notes for 115% of their face value plus accrued interest.

The Company was obligated to issue warrants that accompany the Series A Notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time of the final closing.

The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes.

The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $6.36 per share.

Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features contained in those Series A Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features. For the Series A Notes, the Company recognized debt issuance costs in the amount of $2,301,854 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series A Notes. The Company also recognized initial debt discount in the amount of $8,088,003 and accreted interest over the remaining lives of those Series A Notes. The debt issuance costs were fully amortized by March 31, 2022.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

On December 30, 2022, the Company exchanged $500,000 of Series A Notes along with its outstanding interest accrual of $121,500 into a new convertible note with the same note holder. The new convertible note has principal of $621,500, stated interest rate of 12% per annum, as well as option to convert outstanding principal and accrued interest at the conversion price, calculated at 75% multiplied by the average of the three lowest closing prices during the previous ten trading days prior to the receipt of the conversion notice. The new convertible note matured on December 30, 2023.

On December 31, 2024, all of the Series A notes had been converted into common shares, with the exception of notes held by two investors, with a remaining face value in the amount of $700,000.

During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $nil. As of December 31, 2023, the discount on Series A Notes had been fully amortized.

As of December 31, 2024, and March 31, 2024, the Company recorded $248,034 and $173,762, respectively, of interest accruals for the Series A Notes.

During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $24,848 and $72,300, respectively, on Series A Notes.

Series A Notes that remain outstanding as at December 31, 2024 are beyond their contractual maturity date. The notes continue to accrue interest, and no repayment demand notification has been received from noteholders.

Series B Convertible Notes

During the year ended March 31, 2021, the Company also issued $1,312,500 (face value) of convertible promissory notes (“Series B Notes”) to various accredited investors.

Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) could be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the conversion price. Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice.

The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion, redeem the notes for 115% of their face value plus accrued interest. The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is $6.36 per share for 100,000 warrant shares and $9.0 per share for 35,417 warrant shares.

Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000 after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

The Company recognized debt issuance costs in the amount of $10,000 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series B Notes. The Company recognized initial debt discount of $1,312,500 and accreted interest over the remaining lives of those notes. The debt issuance costs were fully amortized by March 31, 2022.

During the year ended March 31, 2022, $472,500 (face value) of Series B Notes were converted into 34,586 common shares. As at March 31, 2022, $840,000 of Series B Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes.

During the year ended March 31, 2023, $555,600 (face value) of Series B Notes were converted into 126,833 common shares (Note 9 d).

During the year ended March 31, 2023, $126,680 (face value) of Series B Notes were redeemed by cash payment of $145,682. The redemption price was determined in accordance with the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note, was $24,408, and was recognized as a gain upon convertible note repayment.

During the year ended March 31, 2024, the Company redeemed $135,710 of Series B Notes, through a cash payment of $162,851. A gain on redemption $18,540 was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($45,681 for the year ended March 31, 2024).

During the three and nine months ended December 31, 2024, the Company redeemed $nil and $22,009 of Series B Notes, through a cash payment of $nil and $25,342, respectively. A gain of $nil and $8,320 was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($nil and $8,320 for the three and nine months ended December 31, 2024, respectively).

During the three and nine months ended December 31, 2023, the Company redeemed $16,667 and $119,043 of Series B Notes, through a cash payment of $20,000 and $142,851, respectively. A gain on redemption of $2,149 and $15,281 was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($5,482 and $39,089 for the three and nine months ended December 31, 2023, respectively).

As of December 31, 2024, no Series B Notes remain outstanding.

As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $88,881 and $88,602, respectively, related to the Series B Notes.

During the three and nine months ended December 31, 2024, the Company recognized interest expense on the Series B Notes in the amount of $nil and $279, respectively. During the three and nine months ended December 31, 2023, the Company recognized interest expense in the amount of $697 and $3,401, respectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

Series C Convertible Notes

The Company has issued Series C Notes of $1,812,700 (face value) by March 31, 2024, with net proceeds of $1,100,430 after payment of the relevant financing related fees.

The Series C Notes were sold under subscription agreements to accredited investors. The Series C Notes mature one year from the final closing date of the offering and accrue interest at 15% per annum.

For Series C Notes, commencing six months following the Issuance Date, and at any time thereafter, at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Conversion Amount”) could be converted into that number of shares of common stock equal to: the Conversion Amount divided by the “Optional Conversion Price”, which is defined as lower of (i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of common stock (or conversion or exercise price per share of common stock of any common stock equivalents) sold in a Qualified Financing (as defined in the Series C note agreements).

For Series C Notes, “Mandatory Conversion” of the notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty consecutive trading days (the “Measurement Period”) (A) the closing price of the common stock on the applicable trading market is at least $18.00 per share and (B) the dollar value of average daily trades of the common stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the common stock on each of the ten (10) consecutive trading days following such closing is at least $400,000 per trading day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of common stock (or conversion or exercise price per share of common stock of any common stock Equivalents) sold in a Qualified Financing.

The Company was obligated to issue warrants that accompany the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time of final closing.

The Company was obligated to pay the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes.

The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time final closing.

Prior to the final closing date (October 23, 2023), the Company determined that the conversion features contained in those Series C Notes as well as the obligations to issue investor warrants and placement agent warrants represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion features, as well as the obligations related to investor warrant and placement agent warrant issuance. Subsequently, the exercise price of all warrants was concluded and locked to $4.18 and $2.09, respectively, for the note holder and placement agent warrants, as of the final closing date October 23, 2023. Since the exercise price was no longer a variable, the Company concluded that the noteholder and placement agent warrants should no longer be accounted for as a derivative liability in accordance with ASC 815 guidelines related to equity indexation and classification. The derivative liabilities related to those warrants were therefore marked to market as of October 23, 2023 and then transferred to equity (collectively, “End of warrants derivative treatment”) in the amount of $1,278,786 (Note 8).

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

For the Series C Notes, the Company recognized debt issuance costs of $207,361 during the year ended March 31, 2024 and treated these as debt discounts. The Company also recognized additional debt discount in the amount of $1,005,829 in connection with the recognition of derivative liabilities for the conversion features, investor warrants and placement agent warrants. The debt discounts are recorded as a contra liability against the convertible note and are amortized and recognized as accretion expenses using the effective interest method over the remaining lives of the Notes.

During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $215,998 and $1,267,666, respectively, on Series C Notes as accretion and amortization expense. As of December 31, 2024, and March 31, 2024, the remaining unamortized discount on Series C Notes was $35,392 and $1,232,274, respectively.

During the three and nine months ended December 31, 2023, the Company recognized discount amortization of $139,568 and $320,434, respectively, on Series C Notes as accretion and amortization expense. As of December 31, 2023, the remaining unamortized discount on Series C convertible notes was $1,471,345.

During the three and nine months ended December 31, 2024, convertible notes with a face value of $80,000 and $1,512,700 and accrued interest of $18,150 and $240,407, were converted into 456,601 and 2,210,155 common shares, respectively. As of December 31, 2024, 577,644 shares are recognized as an obligation for shares to be issued relating to the conversions. The fair value of common shares issued during the three and nine months ended December 31, 2024, is $184,627 and $2,467,844, respectively, and is determined based on market price upon conversion. Total value of debt settled is in the amount of $124,969 and $2,270,898, respectively, which consisted of the face value of notes converted, accrued interest of $18,150 and $240,442, respectively, and relevant derivative liability of $26,819 and $517,791, respectively. The Company recognized a loss upon conversion of $59,658 and $196,945, respectively, representing the difference between the value of debt settled and fair value of shares issued and to be issued.

During the three and nine months ended December 31, 2024, convertible notes with a face value of $125,000 and accrued interest of $29,844, were redeemed for a cash payment of $154,844. The Company recorded a gain on redemption of $17,357 related to the conversion, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities.

As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $45,688 and $253,643, respectively, related to the Series C Notes.

During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amounts of $15,465 and $65,184, respectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

Convertible Preferred Notes

The Company entered into a convertible preferred note financing on September 25, 2023 and issued a convertible note (“Preferred Note”) in the principal amount of $1,000,000. The Preferred Note matures on the eighteen month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen month anniversary of the last closing date of the offering (the “Maturity Date”). The Preferred Note bears interest at a fixed rate of 12% which is payable in cash monthly.

The Company also issued a Preferred Note on October 25, 2023 in the principal amount of $250,000. The Preferred Note matures on the eighteen month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen month anniversary of the last closing date of the offering. The Preferred Note bears interest at a fixed rate of 12%, which is payable in cash quarterly.

The Company issued a further Preferred Note in January 2024 for a principal amount of $114,303. The Preferred Note matures on the twenty-four (24) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the twenty-four month anniversary of the last closing date of the offering. The Preferred Note bears interest at a fixed rate of 8% which is payable in cash quarterly.

The Company also issued a Preferred Note on June 17, 2024, for a principal amount of $300,000. The Preferred Note matures on the eighteen (18) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen month anniversary of the last closing date of the offering (the “Maturity Date”). The Preferred Note bears interest at a fixed rate of 12% which is payable in cash quarterly.

During the three months ended December 31, 2024, the Company issued $869,000 in unsecured convertible promissory notes to private investors; $100,000 of the notes mature on their six-month anniversary of issuance and bear interest of 10%; $319,000 of the notes mature on their twelve-month anniversary of issuance and bear interest of 10%; and $450,000 of the notes mature on their eighteen-month anniversary of issuance and bear not interest; all of the notes have conversion features that require the mutual consent of the investor and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes.

As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $41,978 and $4,103, respectively, related to the Preferred Notes.

During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $53,369 and $121,977, respectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

Other Convertible Notes

On January 23, 2023, the Company issued $2,000,000 (face value) in convertible preferred notes (“the Notes”) to an accredited investor. The Notes mature 18 months from the issuance date. This note bears interest rate at a fixed rate of 10% in the form of stock with a strike price equal to the closing stock price on the note issuance date. Therefore, the Company issued 45,045 shares of common stock in lieu of interest on this convertible note. These shares were valued at $221,621 and were recognized as a deferred cost on the convertible note, recorded as a contra liability against the convertible note, and were amortized and recognized as accretion expense using the effective interest rate method over the remaining lives of the Notes.

The conversion of the Notes is automatic upon a Qualified Financing (as defined in the Notes) which is in the control of the Company, or at maturity of the notes, upon mutual agreement by the noteholder and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Notes.

During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $nil, on the Notes as accretion and amortization expense. As of December 31, 2024, and March 31, 2024, respectively, the discount on Other Convertible Notes was fully amortized.

During the three and nine months ended December 31, 2023, the Company recognized discount amortization of $55,861 and $166,975, respectively, for the Other Convertible Notes, as part of the accretion and amortization expenses. As of December 31, 2023, the remaining unamortized discount on Other Convertible Notes was $19,428.

Other Short-term loans and Promissory Notes

In December 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $9,999. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 40 weeks. The Company is required to make weekly payments of $13,995 ($560,000 in the aggregate). As of December 31, 2024, and March 31, 2024, respectively, the principal was fully repaid and discount for this loan was fully amortized. The discount amortization during the three and nine months ended December 31, 2024, was $nil, respectively. The discount amortization during the three and nine months ended December 31, 2023, was nil and $6,142, respectively, and was recognized as part of the accretion and amortization expenses. In addition, the Company recognized $nil accretion expenses, during the three and nine months ended December 31, 2024, and $Nil and $66,213 during the three and nine months ended December 31, 2023, respectively, related to the increase in present value of the loan over its term.

In December 2022, the Company also entered into a short-term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $800,000, prior to the deduction of issuance costs in the amount of $32,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40 weeks. The Company is required to make weekly payments of $29,556 ($13,999 for the first four weeks, and $1,120,000 in the aggregate). As of December 31, 2024, and March 31, 2024, respectively, the principal was fully repaid and discount for this loan was fully amortized. The discount amortization during the three and nine months ended December 31, 2024, was $nil respectively. The discount amortization during the three and nine months ended December 31, 2023, was $800 and $11,200, respectively, which was recognized as part of the accretion and amortization expenses. In addition, the Company recognized $nil accretion expenses, during the three and nine months ended December 31, 2024, and $481 and $150,760 accretion expenses, during the three and nine months ended December 31, 2023, respectively, related to the increase in present value of the loan over its term.

In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $600,000 (the “Principal Amount”). The note has a fixed rate of interest at 25% per annum payable monthly on the first day of every month. This promissory note matured on December 15, 2023, when the Principal Amount became due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a 3% early payment penalty provision. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $600,000, and accrued interest outstanding on the note was $13,236 and $12,723, respectively. The note continues to accrue interest, and no repayment demand notification was received from noteholder. During the three and nine months ended December 31, 2024, the Company recorded interest expense in the amount of $37,808 and $113,014, respectively, related to the promissory note.

On December 30, 2022, the Company extinguished 51,101 warrants that were originally issued to Series A Convertible Noteholders and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has a principal balance of $270,000, stated interest of zero, and maturity date of December 31, 2023. The fair value of this new promissory note was $248,479 as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $21,521, and was recognized as a discount, and amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. During the year ended March 31, 2024, the obligation to repay the principal balance at the original maturity date was waived for a finance charge of $50,000, which the Company recorded as interest expense in the in the statement of operations. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $270,000, and the remaining unamortized discount was $Nil. During the three and nine months ended December 31, 2024, the Company recognized amortization of discount on this promissory note in the amounts of $nil, respectively. During the three and nine months ended December 31, 2023, the Company recognized amortization of discount on this promissory note in the amounts of $nil and $7,304, respectively, as accretion and amortization expenses. As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $50,000 related to this promissory note.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

On March 29, 2023, the Company entered into an additional collateralized bridge loan agreement with a finance company that advanced gross proceeds of $300,000, prior to the deduction of issuance costs in the amount of $12,000. The issuance costs were recognized as a debt discount and would be amortized via the effective interest method. The term of this agreement is 40 weeks. The Company is required to make weekly payments of $5,250 for the first four weeks, and $11,083 for the remaining 36 weeks, which is $420,000 in aggregate. On July 18, 2023, the Company entered into an amendment with the finance company and increased total proceeds borrowed to $700,000. The proceeds from the amended loan balance were netted against previously outstanding balance of the loan, along with an issuance cost in the amount of $28,000. The term of this new loan agreement is 40 weeks. The Company is required to make weekly payments of $24,500, which is $980,000 in aggregate. The Company accounted for this amendment as a debt extinguishment and recognized a loss on the amendment of $59,161 in other expenses. The issuance costs on the amended loan were recognized as a debt discount and would be amortized via the effective interest method. During the three and nine months ended December 31, 2024, the Company recognized $nil and $2,800, respectively, of amortization of discount as accretion and amortization expenses. During the three and nine months ended December 31, 2023, the Company recognized $9,100 and $16,100, respectively, of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $nil and $4,152 accretion expenses, during the three and nine months ended December 31, 2024, respectively and $108,245 and $300,651 during the three and nine months ended December 31, 2023, respectively, related to the increase in present value of the loan over its term. During the three and nine months ended December 31, 2024, net repayments for the loan amounted to $20,000 and $211,500, respectively.

In June 2023, the Company entered into a secured revolving account purchase credit and inventory financing facility (the “Revolving Facility”) with a revolving loan lender, pursuant to which the lender may from time to time purchase certain discrete account receivables from the Company (with full recourse) or may make loans and provide other financial accommodations, the payment of which are guaranteed and secured by certain assets of the Company. In assigning the selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $1.2 million in financing, and expects to receive the remaining balance as part of normal collection activities. The inventory financing provided by this facility was limited to the lower of $0.3 million, or a 40% maximum of inventory balances. The Revolving Facility was accounted for as a secured borrowing. As of December 31, 2024, and March 31, 2024 the Company had drawn $1,718,286 and $1,286,792, respectively, in accounts receivable financing and $198,000 and $125,000, respectively, in inventory financing with aggregate principal outstanding of $1,916,286 and $1,411,792, respectively. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $117,133 and $324,851, respectively. As of December 31, 2024, and March 31, 2024 the Company recorded accrued interest in the amount of $36,575 and $23,879 related to the Revolving Facility.

On July 13, 2023, the Company entered into another short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $24,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 14 weeks. The Company is required to make weekly payments of $38,705 ($540,000 in the aggregate). As of December 31, 2024, and March 31, 2024, the principal was fully repaid and discount for this loan was fully amortized. No repayments were made during the nine months ended December 31, 2024.

On August 11, 2023, the Company issued two short term promissory notes (“August 2023 Notes”), each for a principal amount of $250,000, to one investor for aggregate gross proceeds of $500,000. The August 2023 Notes do not accrue interest but do contain administrative fees in the aggregate of $75,000. One of the notes matures three months from the issuance date upon which the principal amount of $250,000 and an administrative fee of $25,000 is due. The second note matures six months from the issuance date upon which the principal amount of $250,000 and an administrative fee of $50,000 is due. The administrative fees were accrued as interest expenses for the period of the loans outstanding. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $72,500 and $427,500, respectively. Accrued interest outstanding on the note as of December 31, 2024, and March 31,2024, was $75,000, respectively. During the three and nine months ended December 31, 2024, net repayments towards the principal amount of the notes amounted to $125,000 and 500,000, respectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

On December 8, 2023, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $630,000, prior to the deduction of issuance costs in the amount of $15,750. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 44 weeks. The Company is required to make weekly payments of $19,195 ($844,200 in the aggregate). As of December 31, 2024, and March 31, 2024, the amount of principal outstanding under this amended agreement was $nil and $443,185, respectively, and the remaining unamortized issuance cost discount was $nil and $10,023, respectively. During the three and nine months ended December 31, 2024, the Company recognized $716 and $10,023 of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $769 and $93,895 accretion expenses during the three and nine months ended December 31, 2024, related to the increase in present value of the loan over its term. During the three and nine months ended December 31, 2024, total repayments for the loan amounted to $130,000 and $497,925.

During January 2024, the Company entered into a short term loan agreement with an individual lender that resulted in gross proceeds of $140,000 (the “Principal Amount”). The loan has a fixed rate of interest at 12% per annum on the principal amount, payable monthly. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $85,192 and $140,000, respectively. As of December 31, 2024, and March 31, 2024, accrued interest outstanding on the note was $15,645 and $nil, respectively. The loan continues to accrue interest, and total repayments for the loan amounted to $54,808 during the three and nine months ended December 31, 2024, respectively. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $9,544 and $20,774 related to the short term loan.

During February 2024, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $660,504 (the “Principal Amount”). The note has a fixed rate of interest at 12% per annum on the principal amount, payable monthly. As of December 31, 2024, and March 31, 2024, the amount of principal outstanding on the note was $660,932. As of December 31, 2024, and March 31, 2024, accrued interest outstanding on the note was $68,899 and $7,101, respectively. The note continues to accrue interest, and no repayment demand notification was received from noteholder. During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $14,682 and $54,446, respectively, related to the promissory note.

On February 2, 2024, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $700,000, prior to the deduction of issuance costs in the amount of $35,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 35 weeks. The Company is required to make weekly payments of $29,235 ($1,008,000 in the aggregate). As of December 31, 2024, and March 31, 2024, the amount of principal outstanding under this agreement was $nil and $581,105, respectively, and the remaining unamortized issuance cost discount was $nil and $26,879, respectively. During the three and nine months ended December 31, 2024, the Company recognized $486 and $26,879, respectively, of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $303 and $193,015, respectively, accretion expenses during the three and nine months ended December 31, 2024, related to the increase in present value of the loan over its term. During the three and nine months ended December 31, 2024, total repayments for the loan amounted to $207,250 and $656,805.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 (Unaudited)

(Expressed in US dollars)

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details