STOCKHOLDERS’ DEFICIENCY | 9. STOCKHOLDERS’ DEFICIENCY a) Authorized and Issued Stock As at March 31, 2022, the Company is authorized to issue 125,000,000 125,000,000 0.001 10,000,000 10,000,000 0.001 20,000 20,000 0.001 At March 31, 2022, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 51,277,040 39,014,942 49,810,322 36,124,964 1,466,718 2,889,978 7,200 8,045 b) Exchange Agreement With the closing of the Acquisition Transaction on February 2, 2016: ● Biotricity’s sole existing director resigned and a new director who is the sole director of the Company was appointed to fill the vacancy; ● Biotricity’s sole Chief Executive Officer and sole officer, who beneficially owned 6,500,000 ● The existing management of the Company were appointed as executive officers; and ● The existing shareholders of the Company entered into a transaction whereby their existing common shares of the Company were exchanged for either (a) a new class of shares that are exchangeable for shares of Biotricity’s common stock, or (b) shares of Biotricity’s common stock, which (assuming exchange of all such exchangeable shares) would equal in the aggregate a number of shares of Biotricity’s common stock that constitute 90 In addition, effective on the closing date of the acquisition transaction: ● Biotricity issued approximately 1.197 shares of its common stock in exchange for each common share of the Company held by the Company shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). Accordingly, the Company issued 13,376,947 ● Shareholders of the Company who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of the Company held. Accordingly, the Company issued 9,123,031 ● Each outstanding option to purchase common shares in the Company (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1 ● Each outstanding warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Warrant, with an inverse adjustment to the exercise price of the Warrants to reflect the exchange ratio of approximately 1.197:1 ● Each outstanding advisor warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Advisor Warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1 ● The outstanding 11% secured convertible promissory notes of the Company were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of Biotricity at a 25 Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. c) Share issuances Share issuances during the year ended March 31, 2021 During the year ended March 31, 2021, the Company recorded preferred stock dividends for the Series A preferred stock in amount of $ 962,148 and made a payment in the amount of $ 602,969 . During the year ended March 31, 2021, the Company issued 733,085 18,402 1,011,286 739,000 225,284 47,002 1,076,561 38,460 103,375 During the year ended March 31, 2021, the Company issued 1,900,042 During the year ended March 31, 2021, the Company also issued an aggregate of 898,084 Share issuances during the year ended March 31, 2022 During the year ended March 31, 2022, the Company issued 4,696,083 common shares (not including 19,263 shares that were part of to be issued shares from prior year conversions) were issued in connection with conversion of convertible notes (Note 5(b)). The total amounts of debts settled is in amount of $ 14,522,812 that composed of face value of convertible promissory notes in amount of $ 10,309,000 (Note 5(b)), carrying amount of conversion and redemption feature derived from notes in amount of $ 3,398,557 (Note 8) and unpaid interest in amount of $ 815,255 15,678,454 . The difference between amounts of debts settled and fair value of common shares issued was in the amount of $ 1,155,642 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the year ended March 31, 2022, the Company issued 658,355 446,370 451,688 250,000 1,414,449 During the year ended March 31, 2022, the Company issued 69,252 250,000 During the year ended March 31, 2022, the Company issued 5,382,331 14,545,805 During the year ended March 31, 2022, an additional 100 100,000 288,756 During the year ended March 31, 2022, the Company also issued an aggregate of 1,423,260 d) Shares to be issued As of March 31, 2022, the Company had recognized its commitment to issue a total of 123,817 e) Warrant exercises and issuances Warrant exercises and issuances during the year ended March 31, 2021 During the year ended March 31, 2021, 97,500 67,941 During the year ended March 31, 2021, the Company issued 449,583 275,801 788,806 3 10 288,806 464,971 1,065,857 5,631,132 Warrant exercises and issuances during the year ended March 31, 2022 During the year ended March 31, 2022, 658,355 warrants were exercised (2021 – 97,500 872,292 446,370 103,950 During the year ended March 31, 2022, the Company issued 212,594 warrants, including 25,000 as compensation for advisor and consultant services, and 187,594 as compensation to an executive of the Company who was not part of the the Company stock options plan. The warrant expenses were fair valued at $ 541,443 , and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital. During the year ended March 31, 2022, the Company issued 57,536 198,713 December 21, 2028 6.26 1.40 121.71 During the year ended March 31, 2022, the Company issued 373,404 900,371 The fair value of these warrants was determined by using Black Scholes model, based on the following key inputs and assumptions: expiry date August 26, 2026 3.75 0.77 111.9 Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2022 and 2021, were as follows, resulting in warrants outstanding at the end of those respective periods: SCHEDULE OF WARRANTS OUTSTANDING Broker Warrants Consultant and Noteholder Warrants Warrants Issued on Convertible Notes Private Placement Warrants Total As at March 31, 2019 321,314 1,177,157 2,734,530 1,163,722 5,396,723 Less: Expired/cancelled - (148,750 ) - - (148,750 ) Add: Issued - 1,021,430 - - 1,021,430 As at March 31, 2020 321,314 2,049,837 2,734,530 1,163,722 6,269,403 Less: Expired/cancelled (128,676 ) (271,365 ) (911,510 ) (1,163,722 ) (2,475,273 ) Less: Exercised - (97,500 ) - - (97,500 ) Add: Issued 1,065,857 449,583 5,631,132 - 7,146,572 As at March 31, 2021 1,258,495 2,130,555 7,454,152 - 10,843,202 Less: Expired/cancelled (150,841 ) (298,333 ) - - (449,174 ) Less: Exercised (662,389 ) (242,500 ) (555,029 ) - (1,459,918 ) Add: Issued 430,940 212,594 - - 643,534 As at March 31, 2022 876,205 1,802,316 6,899,123 - 9,577,644 Exercise Price $ 1.06 3.00 $ 0.48 3.50 $ 1.06 2.00 Expiration Date July 2022 to January 2031 July 2022 to March 2032 May 2022 to February 2024 g) Stock-based compensation 2016 Equity Incentive Plan On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards. The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 20% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase. Based on the 2016 Option Plan, the Company is authorized to issue employee options with a 10 3 10 10 0.46 0.75 0.974 132.2 1,600,515 During the year ended March 31, 2022, the Company granted 596,458 stock options (2021: 2,610,647 5.75 8.7 years). The Company recorded stock-based compensation of $ 913,613 (2021: $ 790,535 The following table summarizes the stock option activities of the Company to March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted average exercise price ($) Granted 4,147,498 3.2306 Exercised - - Outstanding as of March 31, 2018 4,147,498 3.2306 Granted 270,521 1.8096 Exercised - - Outstanding as of March 31, 2019 4,418,019 3.1436 Granted 88,100 0.7763 Expired (112,509 ) 2.723 Outstanding as of March 31, 2020 4,393,610 3.1069 Granted 2,610,647 1.0072 Exercised - - Outstanding as of March 31, 2021 7,004,256 2.3268 Granted 596,458 1.5272 Exercised - - Expired (56,433 ) 1.5937 Forfeited (134,567 ) 1.5124 Outstanding as of March 31, 2022 7,409,714 2.3466 The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31 : SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS 2022 2021 2020 Exercise price ($) 2.40 3.98 1.40 2.00 1.40 2.00 Risk free interest rate (%) 0.34 2.32 0.18 1.72 0.52 2.81 Expected term (Years) 2.0 10.0 2.0 10.0 2.0 3.0 Expected volatility (%) 106.6 – 129.9 106.8 127.8 97.8 141.1 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 1.19 3.52 0.72 0.76 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 The intrinsic value of all the options as at March 31, 2022 were zero |