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 12 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) 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 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 (Unaudited) (Expressed in US dollars) 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 75 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 convertible 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 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 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 8,088,003 On December 30, 2022, the Company exchanged $ 500,000 121,500 621,500 12 75 During the three and nine months ended December 31, 2023, the Company recognized discount amortization of $ 17,102 49,393 As of December 31, 2023, the Company recorded $ 149,184 BIOTRICITY INC. DECEMBER 31, 2023 (Unaudited) (Expressed in US dollars) Series B Convertible Notes During the year ended March 31, 2021, the Company also issued $ 1,312,500 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. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). 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 is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. 3 6.36 100,000 9.0 35,417 Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $ 1,240,000 The Company recognized debt issuance costs in the amount of $ 10,000 1,312,500 As of December 31, 2023, the Company recorded accrued interest in the amount of $ 88,263 During the three and nine months ended December 31, 2023, the Company redeemed $ 16,667 119,043 20,000 142,851 2,149 15,281 5,482 39,089 In total, as at December 31, 2023, the Company had $ 200,000 38,677 BIOTRICITY INC. DECEMBER 31, 2023 (Unaudited) (Expressed in US dollars) Series C Convertible Notes During the three months ended June 30, 2023, the Company issued $ 1,017,700 590,000 During the three months ended September 30, 2023, the Company issued additional Series C Notes in the amount of $ 205,000 15 In total, $ 1,812,700 The Series C Notes were sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at 15 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 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 (20) 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 the applicable National Exchange 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 Net proceeds to the Company from Series C Notes issuance during the nine months ended December 31, 2023 amounted to $ 1,100,430 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 (Unaudited) (Expressed in US dollars) Prior to the final closing date (October 23, 2023), the Company determined that the conversion features contained in those Note, 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 2.09 For the Series C Notes, the Company recognized debt issuance costs of $ Nil 207,361 Nil 1,005,829 Nil 134,013 During the three and nine months ended December 31, 2023, the Company recognized discount amortization of $ 139,568 320,434 1,471,345 As of December 31, 2023, the Company recorded accrued interest in the amount of $ 184,911 Convertible Preferred Notes The Company entered into a convertible preferred note financing on September 25, 2023 and issued a convertible note (“Preferred Note”) for a principal amount of $ 1.0 12 The Company also entered into a convertible preferred note financing on October 25, 2023 and issued a convertible note (“Preferred Note”) for a principal amount of $ 250,000 12 The conversion of the Preferred Notes is automatic upon a Qualified Financing 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 Other Convertible Notes. The Company may prepay the Preferred Note in whole or in part, after providing fifteen (15) days written notice to the holder, either in cash or by the mutually consented conversion of the Preferred Note and any accrued interest thereon at a 15 As of December 31, 2023, the Company recorded accrued interest in the amount of $ 36,460 Other Convertible Preferred Notes On January 23, 2023, the Company issued $ 2,000,000 10 45,045 221,621 The conversion of the Notes is automatic upon a Qualified Financing 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, 2023, the Company recognized discount amortization of $ 55,861 166,975 19,428 Other Short-Term Loans, Promissory Notes and Financing Facilities 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 9,999 40 13,995 560,000 nil 6,142 Nil 66,213 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 32,000 29,556 13,999 1,120,000 800 11,200 481 150,760 BIOTRICITY INC. DECEMBER 31, 2023 (Unaudited) (Expressed in US dollars) In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $ 600,000 25 December 15, 2023 3 600,000 12,825 On December 30, 2022, the Company extinguished 51,101 270,000 December 31, 2023 248,479 21,521 270,000 Nil Nil 7,304 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 12,000 5,250 11,083 420,000 700,000 28,000 24,500 980,000 59,161 357,445 11,900 9,100 16,100 108,245 300,651 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 1.2 0.3 891,111 300,000 1,191,111 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 24,000 14 38,705 540,000 5,143 24,000 10,949 141,870 On August 11, 2023, the Company issued two short term promissory notes (“August 2023 Notes”), each for a principal amount of $ 250,000 500,000 75,000 250,000 25,000 250,000 50,000 500,000 62,500 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 15,750 44 19,195 844,200 598,014 14,676 1,074 1,074 25,599 25,599 BIOTRICITY INC. DECEMBER 31, 2023 (Unaudited) (Expressed in US dollars) Total interest expense on the above convertible notes, short-term loan and promissory notes was $ 284,898 69,930 689,493 126,574 Total accretion expenses on the above convertible notes, short-term loan and promissory notes were $ 370,755 Nil 1,421,729 Nil |