Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of April, 2024.

Commission File Number: 000-51848

Avricore Health Inc.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

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

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

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

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

Exhibits

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

Exhibit No.	Description	Date Released
1	News Release-HEALTHTAB™ SIGNS AGREEMENT FOR MORE REXALL^® PHARMACY LOCATIONS	2024-04-04
2	Notice Of Meeting	2024-04-15
3	Notice Of Meeting Amended	2024-04-16
4	Audited Annual Financial Statements	2024-04-29
5	Annual MD&A	2024-04-29
7	52-109FV1-Certification Of Annual Filings-CEO	2024-04-29
8	52-109FV1-Certification Of Annual Filings-CFO	2024-04-29
9	AB Form 13-501F1 (Class1 and 3B reporting issuers-participation fee)	2024-04-29
10	News Release-AVRICORE HEALTH CORPORATE UPDATE AND AUDITED RESULTS FOR 2023	2024-04-30

SIGNATURES

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

	AVRICORE HEALTH INC.

Date: May 08, 2024	By	“Kiki Smith”
		Kiki Smith
		Chief Financial Officer

SEC1815(04-09)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

Exhibit 1

HEALTHTAB™ SIGNS AGREEMENT FOR MORE REXALL^® PHARMACY LOCATIONS

VANCOUVER, BC – (GLOBE NEWSWIRE) – April 4, 2024 – Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) (“Avricore Health” or the “Company”) is pleased to announce further expansion of HealthTab™ with Rexall Pharmacy Group ULC (“Rexall”). The Companies have been working closely to develop the best patient approaches and internal workflows to ensure the most successful deployment of this powerful point-of-care testing platform.

“To successfully screen and manage chronic and infectious disease, healthcare systems need pharmacists to play an active role,” said Hector Bremner, CEO of Avricore Health. “To do this well pharmacists need the best tools to have confidence in their results and the data to drive deeper insights.”

Last September, the Company announced its first testing location within Rexall’s Pharmacy Walk-In Clinic in Sherwood Park, Alberta. That location, a first for Rexall as well, offers both the Afinion 2™ blood-chemistry analyzer as well as the ID Now™ molecular platform by Abbott Rapid Diagnostics, giving patients quick access to their test results, and allowing for immediate consultation with their pharmacist.

The next steps will be to deploy a minimum of another 20 locations spread out between stores in Alberta and Ontario. After each deployment, the teams will collaborate to assess deployment workflow, refine processes and identify further deployment opportunities based on patient and pharmacist feedback.

With approximately 800 locations across Canada, HealthTab is expected to deepen its reach and empower more patients, and pharmacists, with health data insights that will drive better treatment plans, therapy adherence and patient outcomes.

About Rexall

With a dynamic history of innovation and growth dating back over a century, Rexall is a leading pharmacy retailer in Canada, dedicated to caring for Canadians’ health, one person at a time. Operating approximately 400 pharmacies across Canada, Rexall’s 8,000 employees provide compassionate care to patients, becoming their trusted health partners along their wellness journey.

Rexall is part of the Rexall Pharmacy Group ULC and a proud member of the global McKesson Canada Corporation family, a diversified healthcare company with deep roots in supporting patients across Canada.

For more information, visit rexall.ca. Follow us on Twitter: @RexallDrugStore, on Instagram at @RexallDrugStoreOfficial, and @RexallCareNetwork and on Facebook at @RexallDrugStore

HealthTab™ Market Fast Facts

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

About HealthTab™

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

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

About Avricore Health Inc.

Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™, a wholly owned subsidiary, the Company’s mission is to make actionable health information more accessible to everyone by creating the world’s largest network of rapid testing devices in community pharmacies.

Contact:

Avricore Health Inc.

Hector Bremner, CEO 604-773-8943

info@avricorehealth.com

www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements

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

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy for the adequacy or accuracy of the release.

Exhibit 2

AVRICORE HEALTH INC.

NOTICE OF MEETING

April 15, 2024

To:	All Canadian Securities Regulatory Authorities

Re:	Avricore Health Inc. (the “Company”)
	Annual General & Special Meeting of Shareholders

In connection with section 2.2 of National Instrument 54-101, we wish to advise you of the following information with respect to the Company’s upcoming Meeting of shareholders:

Issuer:	AVRICORE HEALTH INC.
Meeting Type:	Annual General & Special Meeting
ISIN:	CA0545211090
CUSIP:	054521109
Meeting Date:	Thursday, May 16, 2024
Record date for Notice:	Thursday, May 16, 2024
Record date for Voting:	Thursday, May 16, 2024
Beneficial Ownership Determination Date:	Thursday, June 20, 2024
Class of securities entitled to receive notice:	COMMON SHARES
Class of securities entitled to vote:	COMMON SHARES
Issuer sending proxy related materials directly to NOBO:	Yes
Issuer paying for delivery to OBO:	No
Meeting location	Vancouver, BC

Suite 1120 - 789 West Pender Street, Vancouver, BC V6C 1H2

Tel: (778)968-1176

Notice and Access (NAA) Requirements:
NAA for Beneficial Holders	No
Beneficial Holders Stratification Criteria:
Number of shares greater than:	n/a
Holder Consent Type(s):	n/a
Holder Provinces-Territories:	n/a
NAA for Registered Holders	No
Registered Holders Stratification Criteria:
Number of shares greater than:	n/a
Holder Provinces-Territories:	n/a

Yours truly,

“Kiriaki Smith”

Kiriaki Smith

CFO & Corporate Secretary

cc: Alberta Securities Commission	cc: P.E.I. Securities Commission
cc: Manitoba Securities Commission	cc: Quebec Securities Commission
cc: New Brunswick Securities Commission	cc: Saskatchewan Securities Commission
cc: Nova Scotia Securities Commission	cc: Registrar of Securities – Northwest Territories
cc: Ontario Securities Commission	cc: Registrar of Securities – Yukon Territories
cc: Nunavut Securities Commission	cc: TSX Venture Exchange
cc: Newfoundland Securities Commission	cc: CDS Inc.

Suite 1120 - 789 West Pender Street, Vancouver, BC V6C 1H2

Tel: (778)968-1176

Exhibit 3

AVRICORE HEALTH INC.

AMENDED NOTICE OF MEETING

April 15, 2024

To:	All Canadian Securities Regulatory Authorities

Re:	Avricore Health Inc. (the “Company”)
	Annual General & Special Meeting of Shareholders

In connection with section 2.2 of National Instrument 54-101, we wish to advise you of the following information with respect to the Company’s upcoming Meeting of shareholders:

Issuer:	AVRICORE HEALTH INC.
Meeting Type:	Annual General & Special Meeting
ISIN:	CA0545211090
CUSIP:	054521109
Meeting Date:	Thursday, June 20, 2024
Record date for Notice:	Thursday, May 16, 2024
Record date for Voting:	Thursday, May 16, 2024
Beneficial Ownership Determination Date:	Thursday, May 16, 2024
Class of securities entitled to receive notice:	COMMON SHARES
Class of securities entitled to vote:	COMMON SHARES
Issuer sending proxy related materials directly to NOBO:	Yes
Issuer paying for delivery to OBO:	No
Meeting location	Vancouver, BC

Suite 1120 - 789 West Pender Street, Vancouver, BC V6C 1H2

Tel: (778)968-1176

Notice and Access (NAA) Requirements:
NAA for Beneficial Holders	No
Beneficial Holders Stratification Criteria:
Number of shares greater than:	n/a
Holder Consent Type(s):	n/a
Holder Provinces-Territories:	n/a
NAA for Registered Holders	No
Registered Holders Stratification Criteria:
Number of shares greater than:	n/a
Holder Provinces-Territories:	n/a

Yours truly,

“Kiriaki Smith”

Kiriaki Smith

CFO & Corporate Secretary

cc: Alberta Securities Commission	cc: P.E.I. Securities Commission
cc: Manitoba Securities Commission	cc: Quebec Securities Commission
cc: New Brunswick Securities Commission	cc: Saskatchewan Securities Commission
cc: Nova Scotia Securities Commission	cc: Registrar of Securities – Northwest Territories
cc: Ontario Securities Commission	cc: Registrar of Securities – Yukon Territories
cc: Nunavut Securities Commission	cc: TSX Venture Exchange
cc: Newfoundland Securities Commission	ccCDS Inc.

Suite 1120 - 789 West Pender Street, Vancouver, BC V6C 1H2

Tel: (778)968-1176

Exhibit 4

Avricore Health Inc.

Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Avricore Health Inc. and its subsidiaries (together, the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2023, 2022 and 2021, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years ended December 31, 2023, 2022 and 2021 in conformity with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Explanatory Paragraph – Going Concern

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

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition of Revenue

Critical Audit Matter Description

We draw your attention to Notes 3(a), 14 and 19 of the financial statements. During the year ended December 31, 2023, the Company recognized revenues of $3,485,147. The Company recognizes revenues upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Significant judgment is exercised by the Company in determining whether the revenue recognition criteria has been met, and includes the following:

	●	The point upon which control is transferred to the customer and revenue is deemed earned pursuant to IFRS 15, Revenues from Contracts with Customers, and can be recognized for each distinct performance obligation.
	●	Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as software and services which are provided in conjunction with equipment leased to the customers under operating lease arrangements.
	●	Determination of whether the Company acts as a principal or agent.

Given these factors, the related audit effort in evaluating management’s judgments in determining revenue recognition was extensive and required a high degree of auditor judgment.

How the Critical Audit Matter was Addressed in the Audit

We responded to this matter by performing the following procedures:

	●	We evaluated management’s material accounting policies related to revenue recognition and ensured these are in accordance with IFRS 15 for the Company’s contracts with its customers.
	●	We reviewed the underlying customer agreements, including master agreements, statements of works and other documents that were part of the agreements, and ensured that the Company’s evaluation of the agreements is appropriate, management has appropriately identified distinct performance obligations pursuant to the agreements, and the Company has appropriately recognized revenues in accordance with IFRS 15. We ensured that service revenues are recorded at a point in time when revenue recognition criteria are met.
	●	We selected a sample of sales transactions and vouched each transaction to underlying supporting documents, including invoices, receipt of payment and delivery confirmation to ensure that the Company has recorded revenues from sale of product upon meeting the revenue recognition criteria in accordance with IFRS 15. We also obtained a confirmation from the Company’s significant customer confirming the sales transactions during the year.
	●	We evaluated management’s assessment of whether it acts as a principal or agent pursuant to IFRS 15, and reviewed the underlying agreements with the Company’s vendors and customers.

/s/ Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

April 29, 2024

PCAOB ID: 1524

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

Avricore Health Inc.

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	Note	2023			2022
		$			$
ASSETS

Current Assets
Cash and cash equivalents			276,571			620,527
Term deposit			10,000			10,000
Accounts receivable	4		427,689			770,373
Prepaid expenses and deposits	5		38,625			30,231
Inventory			20,676			-
			773,561			1,431,131

Equipment	6		1,717,995			1,107,991
Intangible assets	7		46,649			29,861
Total Assets			2,538,205			2,568,983

LIABILITIES

Current Liabilities
Accounts payable and accrued liabilities	8		489,218			312,893
Deferred revenue			-			252,000
Loans payable	9		40,000			40,000
			529,218			604,893

SHAREHOLDERS’ EQUITY
Share capital	10		27,186,114			27,064,727
Reserves	10		6,558,433			5,933,708
Deficit			(31,735,560	)		(31,034,345	)
			2,008,987			1,964,090
Total Liabilities and Shareholders’ Equity			2,538,205			2,568,983

Nature of operations and going concern (Note 1)

Approved and authorized for issuance on behalf of the Board of Directors on April 29, 2024.

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

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

Avricore Health Inc.

Consolidated Statements of Operations and Comprehensive Loss

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

	Note	2023			2022			2021
		$			$			$

Revenue	14 & 18		3,485,147			1,768,374			122,808

Cost of sales			(2,281,751	)		(1,311,581	)		(92,287	)
Gross profit			1,203,396			456,793			30,521

Expenses
Advertising and promotion			1,035			2,961			-
Amortization			2,347			631			17,984
Consulting	12		236,117			197,860			355,350
General and administrative	11		339,369			250,144			182,847
Management Fees	12		216,000			168,000			205,000
Shareholder communications			112,234			173,035			329,342
Professional fees	12		285,935			150,585			189,796
Share-based compensation	10 & 12		703,612			331,522			495,791
			(1,896,649	)		(1,274,738	)		(1,776,110	)
Loss before other income (expense)			(693,253	)		(817,945	)		(1,745,589	)

Other income (expense)
Finance costs			-			-			(38,438	)
Gain on settlement and write-off of liabilities			-			-			75,467
Foreign exchange gain (loss)			(6,652	)		298			(153	)
Interest income			3,284			8,086			581
Write-off of accounts receivable			(4,594	)		(8,667	)		-
Net loss and comprehensive loss for the year			(701,215	)		(818,228	)		(1,708,132	)

Basic and Diluted Loss Per Share			(0.01	)		(0.01	)		(0.02	)
Weighted Average Number of Common Shares Outstanding			99,559,459			97,859,216			92,610,766

Segmented information (Note 14)

The accompanying notes are an integral part of these consolidated financial statements

Avricore Health Inc.

Consolidated Statements of Changes in Shareholder’s Equity

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

	Number of Shares		Share Capital			Warrant Reserve			Option Reserve			Deficit			Total
			$			$			$			$			$

Balance, December 31, 2020		69,795,584		22,286,852			914,531			4,582,561			(28,507,985	)		(724,041	)
Shares issued for cash		15,740,000		2,414,000			-			-			-			2,414,000
Exercise of warrants		10,058,660		1,805,132			(151,395	)		-			-			1,653,737
Exercise of stock options		1,666,020		312,052			-			(186,395	)		-			125,657
Share issued for services		275,000		38,500			-			-			-			38,500
Share issuance costs		-		(238,221	)		139,625			-			-			(98,596	)
Share-based compensation		-		-			-			495,791			-			495,791
Net loss for the year		-		-			-			-			(1,708,132	)		(1,708,132	)
Balance, December 31, 2021		97,535,264		26,618,315			902,761			4,891,957			(30,216,117	)		2,196,916
Exercise of warrants		909,400		175,412			(1,532	)		-			-			173,880
Exercise of options		800,000		271,000			-			(191,000	)		-			80,000
Share-based compensation		-		-			-			331,522			-			331,522
Net loss for the year		-		-			-			-			(818,228	)		(818,228	)
Balance, December 31, 2022		99,244,664		27,064,727			901,229			5,032,479			(31,034,345	)		1,964,090
Exercise of options		400,000		121,387			-			(78,887	)		-			42,500
Share-based compensation		-		-			-			703,612			-			703,612
Net loss for the year		-		-			-			-			(701,215	)		(701,215	)
Balance, December 31, 2023		99,644,664		27,186,114			901,229			5,657,204			(31,735,560	)		2,008,987

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

Avricore Health Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

	2023			2022			2021
	$			$			$
Operating Activities
Net loss		(701,215	)		(818,228	)		(1,708,132	)
Adjustment for non-cash items:
Amortization		420,067			183,047			17,984
Finance cost		-			-			38,438
Share-based payments		703,612			331,522			495,791
Write-off of accounts receivable		4,594			8,667			-

Change in working capital items:
Accounts receivable		338,090			(687,492	)		(79,620	)
Inventory		(20,676	)		-			-
Prepaid expenses and deposits		(8,394	)		24,236			70,977
Deferred revenue		(252,000	)		252,000			-
Accounts payable and accrued liabilities		176,325			268,416			(69,592	)
Net cash provided by (used in) operating activities		660,403			(437,832	)		(1,234,154	)

Investing Activities
Intangible assets		(25,288	)		(5,171	)		(35,006	)
Purchase of equipment		(1,021,571	)		(1,193,345	)		(105,358	)
Term deposit		-			(10,000	)		-
Net cash used in investing activities		(1,046,859	)		(1,208,516	)		(140,364	)

Financing Activities
Proceeds from issuance of shares		-			-			2,404,000
Proceeds from exercise of warrants		-			173,880			1,653,737
Proceeds from exercise of stock options		42,500			80,000			125,657
Share issuance costs		-			-			(98,596	)
Loan repaid		-			-			(1,000,000	)
Net cash provided by financing activities		42,500			253,880			3,084,798

Decrease in cash and cash equivalents		(343,956	)		(1,392,468	)		1,710,280
Cash and cash equivalents, beginning of year		620,527			2,012,995			302,715
Cash and cash equivalents, end of year		276,571			620,527			2,012,995

Cash and cash equivalents consist of:

Cash in bank accounts		276,571			620,527			1,702,995
Guaranteed investment certificates		-			-			310,000
Cash and cash equivalents		276,571			620,527			2,012,995

Supplemental cash flow information (Note 15)

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

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

1.	NATURE OF OPERATIONS AND GOING CONCERN

Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the OTCIQ Market as “NUVPF”. The Company’s registered office is at 700 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.

The Company is involved in the business of health data and point-of-care technologies (“POCT”).

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has historically experienced operating losses and negative operating cash flows. As at December 31, 2023, the Company has an accumulated deficit of $31,735,560 and working capital of $244,343 which is insufficient to finance the Company’s operations over the next twelve months. These conditions indicate the existence of material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations and/or raise additional financing to cover ongoing cash requirements. The consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

2.	BASIS OF PRESENTATION

a)	Statement of Compliance

The consolidated financial statements for the year ended December 31, 2023 have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

b)	Basis of preparation

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

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

2.	BASIS OF PRESENTATION (continued)

b)	Basis of preparation (continued)

The preparation of consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed below. Actual results might differ from these estimates. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised.

c)	Basis of consolidation

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

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

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES

a)	Revenue recognition

The Company’s revenues are generated from operating leases of the POCT system and sale of testing panels. Revenue comprises the fair value of the consideration received or receivable and is shown net of tax and discounts.

The Company recognizes revenue to depict the transfer of goods and services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps:

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

The Company’s arrangements with customers can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under IFRS 15, Revenue from Contracts with Customers.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

a)	Revenue recognition (continued)

The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of our transactions, our marketing strategy, historical sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by management, taking into consideration our go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices.

The Company generally receives payment from its customers after invoicing within the normal 28-day commercial terms. If a customer is specifically identified as a credit risk, recognition of revenue is deferred except to the extent of fees that have already been collected.

b)	Leases

A contract is, or contains, a lease if the contract conveys a lessee the right to control the use of lessor’s identified asset for a period of time in exchange for consideration.

The Company as a lessee

A lease liability is recognized at the commencement of the lease term at the present value of the lease payments that are not paid at that date. At the commencement date, a corresponding right-of-use asset is recognized at the amount of the lease liability, adjusted for lease incentives received, retirement costs and initial direct costs. Depreciation is recognized on the right-of-use asset over the lease term. Interest expense is recognized on the lease liabilities using the effective interest rate method and payments are applied against the lease liability.

Key areas where management has made judgments, estimates, and assumptions related to the application of IFRS 16 include:

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

The Company as a lessor

A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. All other leases are classified as finance leases.

Leases of the Company’s POCT systems to customers are classified as operating leases. Lease payments from operating leases are recognized as income on a straight-line basis. All costs, including depreciation, incurred in earning the operating lease income are recognized as cost of sales. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognized as an expense over the lease term on the same basis as the lease income. The depreciation for depreciable underlying assets subject to operating leases is in accordance with depreciation policy for the Company’s equipment.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

c)	Foreign currency

Foreign currency transactions are translated into the functional currency of the respective entity, using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year-end exchange rates are recognized in profit or loss.

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction and are not retranslated. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.

d)	Cash and cash equivalents

Cash and cash equivalents include cash on account, demand deposits and money market investments with maturities from the date of acquisition of three months or less, which are readily convertible to known amounts of cash and are subject to insignificant changes in value.

e)	Inventory

Inventories consist of raw materials comprising the ingredients used to manufacture OTC pharmaceuticals, as well as the packaging for these products, and finished goods comprising Canadian generic pharmaceuticals. All inventories are recorded at the lower of cost on a weighted average basis and net realizable value. The stated value of all inventories includes purchase, shipping and freight, and quality control testing. A regular review is undertaken to determine the extent of any provision for obsolescence.

f)	Intangible assets

All intangible assets acquired separately by the Company are recorded at cost on the date of acquisition. Intangible assets that have indefinite lives are measured at cost less accumulated impairment losses. Intangible assets that have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets comprise of software, intellectual property, trademarks and web domains and distribution rights, which are amortized on a straight-line basis over 3 years. Amortization rates are reviewed annually to ensure they are aligned with estimates of remaining economic useful lives of the associated intangible assets.

g)	Equipment

Equipment acquired by the Company is recorded at cost on the date of acquisition. Equipment is stated at historical cost less accumulated amortization and accumulated impairment losses. Amortization is calculated on a declining balance method over their estimated useful lives. The Company’s system hardware is amortized at 55% and system analyzers and software at 20%.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

h)	Share-based payments

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

i)	Share capital

Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company. Any previously recorded share-based payment included in the reserves account is transferred to share capital on exercise of options. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance. The proceeds from issuance of units are allocated between common shares and warrants based on the residual method. Under this method, the proceeds are allocated first to share capital based on the fair value of the common shares at the time the units are priced and any residual value is allocated to the warrants reserve. Consideration received for the exercise of warrants is recorded in share capital, and any related amount recorded in warrants reserve is transferred to share capital.

j)	Loss per share

Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share are the same for the periods presented.

k)	Income taxes

Income tax expense, consisting of current and deferred tax expense, is recognized in the statements of operations. Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

l)	Financial Instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

The Company has classified its cash and cash equivalents as FVTPL and term deposit, accounts receivable, accounts payable and loans payable as amortized cost.

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the profit or loss in the period in which they arise.

Financial assets at FVTOCI

Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss) as they arise.

Impairment of financial assets at amortized cost

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

l)	Financial Instruments (continued)

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss.

m)	Impairment of equipment and intangible assets

At the end of each reporting period, if there are indicators of impairment, the Company reviews the carrying amounts of its equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Individual assets are grouped together as a cash generating unit for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are independent from other group assets.

If any such indication of impairment exists, the Company makes an estimate of its recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. Where the carrying amount of a cash generating unit exceeds its recoverable amount, the cash generating unit is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated future cash flows are adjusted for the risks specific to the cash generating unit and are discounted to their present value with a discount rate that reflects the current market indicators. The recoverable amount of intangible assets with an indefinite useful life, intangible assets not available for use, or goodwill acquired in a business combination are measured annually whether or not there are any indications that impairment exists.

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

n)	Significant accounting estimates and judgments

Estimates

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

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

n)	Significant accounting estimates and judgments (continued)

Share-based payments

The Company grants share-based awards to certain directors, officers, employees, consultants and other eligible persons. For equity-settled awards, the fair value is charged to the statement of operations and comprehensive loss and credited to the reserves over the vesting period using the graded vesting method, after adjusting for the estimated number of awards that are expected to vest.

The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.

Estimation of useful lives of equipment and software

Amortization of equipment and software is dependent upon estimates of their useful lives. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product lifecycles, and maintenance are taken into account.

Judgements

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

Revenue recognition

Revenue is recognized when the revenue recognition criteria expressed in the accounting policy stated above have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.

Deferred income taxes

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.

Going concern

Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing its financial statements for the year ended December 31, 2023. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The factors considered by management are disclosed in Note 1.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

o)	Application of new and revised Accounting Standards and accounting standards issued but not yet effective

There are no significant changes in accounting policies but several amendments to IFRS Accounting Standards and interpretations became effective for annual periods beginning on or after January 1, 2023.

The Company has adopted the amendments to IAS 1 Presentation of Financial Statements as well as IAS 8 Changes in Accounting Estimates and Errors regarding the disclosure of accounting policies and accounting estimates, which were effective for annual periods beginning on January 1, 2023. The amendments did not have a material impact on the Company’s financial statements. There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company’s consolidated financial statements.

4.	ACCOUNTS RECEIVABLE

The Company’s accounts receivable consists of the following:

	2023		2022
	$		$
Trade receivables		420,998		748,097
GST receivable		6,691		22,276
		427,689		770,373

5.	PREPAID EXPENSES AND DEPOSITS

The balance consists of prepaid expenses to vendors of $16,889 (2022 - $6,932), prepaid business insurance of $9,736 (2022 - $11,299) and security deposits of $12,000 (2022 - $12,000).

6.	EQUIPMENT

	Equipment
	$
Cost
Balance, December 31, 2021		105,358
Additions		1,193,345
Balance, December 31, 2022		1,298,703
Additions		1,021,572
Balance, December 31, 2023		2,320,275

Accumulated Amortization
Balance, December 31, 2021		14,483
Amortization		176,229
Balance, December 31, 2022		190,712
Amortization		411,568
Balance, December 31, 2023		602,280

Carrying value
As at December 31, 2022		1,107,991
As at December 31, 2023		1,717,995

Equipment is comprised primarily of assets leased to earn revenues.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

7.	INTANGIBLE ASSETS

	Software		HealthTab™		Corozon		Emerald		Total
	$		$		$		$		$
Cost
Balance, December 31, 2021		35,006		1		1		1		35,009
Additions		5,171		-		-		-		5,171
Balance, December 31, 2022		40,177		1		1		1		40,180
Additions		25,288		-		-		-		25,288
Balance, December 31, 2023		65,465		1		1		1		65,468

Accumulated Amortization
Balance, December 31, 2021		3,501		-		-		-		3,501
Amortization		6,818		-		-		-		6,818
Balance, December 31, 2022		10,319		-		-		-		10,319
Amortization		8,500		-		-		-		8,500
Balance, December 31, 2023		18,819		-		-		-		18,819

Carrying value
As at December 31, 2022		29,858		1		1		1		29,861
As at December 31, 2023		46,646		1		1		1		46,649

8.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	2023		2022
	$		$
Trade accounts payable		428,677		261,493
GST payable		60,541		51,400
		489,218		312,893

9.	LOANS PAYABLE

During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan was interest-free until January 18, 2024. Thereafter, the outstanding loan balance will bear interest at the rate of 5% per annum. The loan was repaid in full on January 18, 2024.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

10.

SHARE CAPITAL

Authorized share capital

Authorized: Unlimited number of common shares without par value.

Issued share capital

During the year ended December 31, 2023:

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

During the year ended December 31, 2022:

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

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

During the year ended December 31, 2021:

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

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

Stock options

The Company has adopted an incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to executive officers, directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of ten years and generally vest either immediately or in specified increments of up to 25% in any three-month period.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

10.

SHARE CAPITAL (continued)

Stock options (continued)

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

	2023					2022					2021
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Beginning Balance		8,635,000		$	0.14		7,880,052		$	0.13		6,706,072		$	0.08
Options granted		2,365,000		$	0.26		3,125,000		$	0.15		2,840,000		$	0.22
Expired/Cancelled		(250,000	)	$	0.17		(1,570,052	)	$	0.13		-			-
Exercised		(400,000	)	$	0.11		(800,000	)	$	0.10		(1,666,020	)	$	0.08
Ending Balance		10,350,000		$	0.17		8,635,000		$	0.14		7,880,052		$	0.13
Exercisable		9,132,250		$	0.17		6,216,250		$	0.14		7,692,552		$	0.13

The following table summarizes information about stock options outstanding and exercisable as at December 31, 2023:

Exercise Price		Expiry date	Options
			Outstanding		Exercisable
$	0.075	January 24, 2024		140,000		140,000
$	0.06	April 1, 2024		140,000		140,000
$	0.05	October 15, 2024		1,470,000		1,470,000
$	0.08	November 18, 2025		500,000		500,000
$	0.08	December 8, 2025		710,000		710,000
$	0.19	January 28, 2026		150,000		150,000
$	0.25	March 22, 2026		1,800,000		1,800,000
$	0.15	August 10, 2027		2,675,000		2,675,000
$	0.15	August 12, 2027		100,000		100,000
$	0.16	October 12, 2027		300,000		300,000
$	0.28	May 15, 2028		1,825,000		912,500
$	0.20	June 21, 2028		400,000		200,000
$	0.20	September 15, 2028		140,000		35,000
				10,350,000		9,132,250

The weighted average remaining life of the stock options outstanding at December 31, 2023 is 2.84 years (December 31, 2022: 3.17 years).

Share-based compensation

Share-based compensation of $703,612 was recognized during the year ended December 31, 2023 (2022 - $331,522, 2021 – 495,791), respectively, for stock options granted and/or vested during the year. Options issued to directors and officers of the Company vested immediately, while those issued to consultants vest over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

10.

SHARE CAPITAL (continued)

Share-based compensation (continued)

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

	2023			2022			2021
Expected life		3.30 years			0.8 – 2.65 years			1 – 5 years
Volatility		134% - 174%			94% - 193%			134% - 211%
Dividend yield		0	%		0	%		0	%
Risk-free interest rate		3.28% – 4.20%			1.46% – 3.71%			0.32% - 0.99%

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

Warrants

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

	2023				2022					2021
	Number of Warrants		Weighted Average Exercise Price		Number of Warrants			Weighted Average Exercise Price		Number of Warrants			Weighted Average Exercise Price
Beginning Balance		-		-		18,781,066		$	0.21		18,743,226		$	0.16
Warrants issued		-		-		-			-		16,274,000		$	0.22
Warrants exercised		-		-		(909,400	)	$	0.19		(10,058,660	)	$	0.16
Warrants expired		-		-		(17,871,666	)	$	0.22		(6,177,500	)	$	0.15
Outstanding		-		-		-			-		18,781,066		$	0.21

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

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

11.

GENERAL AND ADMINISTRATIVE EXPENSES

	2023		2022		2021
	$		$		$
Bank service charges		6,008		5,421		6,806
Filing and registration fees		61,569		40,563		59,635
Insurance		92,812		60,251		44,784
Investor relations		-		-		5,312
Office maintenance		44,545		31,888		30,738
Payroll		70,495		34,813		-
Regulatory fees		7,373		5,238		8,380
Rent		18,000		16,800		12,810
Travel		35,317		55,170		14,382
Warranty expense		3,250		-		-
		339,369		250,144		182,847

12.

RELATED PARTY TRANSACTIONS

For the year ended December 31, 2023 and 2022, the Company recorded the following transactions with related parties:

a)	$6,000 in office rent (2022 – $6,000, 2021 - $6,000) to a company controlled by the Chief Technology Officer of the Company.

b)	$12,000 in office rent (2022 – $9,000, 2021 - $Nil) to a company controlled by the Chief Financial Officer of the Company.

c)	$231,393 worth of purchases (2022 - $Nil, 2021 - $Nil) to a company controlled by Chief Technology Officer of the Company.

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


Type of transaction	2023		2022		2021
	$		$		$
Consulting fees		216,000		168,000		162,500
Management fees		216,000		168,000		205,000
Professional fees		128,400		124,200		150,000
Share-based compensation		495,348		151,088		264,393
		1,055,748		611,288		781,893

There were no amounts due to related parties as at December 31, 2023 (2022 - $Nil).

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

13.

CAPITAL DISCLOSURES

The Company includes Common shares, Options reserve and Warrants reserve in the definition of capital net of share issue costs. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company intends to issue additional equity at such time when funds are needed and the market conditions become favorable to the Company. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.

The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year ended December 31, 2023.

14.

SEGMENTED INFORMATION

At December 31, 2023, 2022 and 2021, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.

Revenue from the major customer was $3,484,247 during the year ended December 31, 2023 (2022 - $1,768,374, 2021 - $122,808). The major customer purchases goods and services from the Company’s only segment HealthTab™ - Point of Care Business. The loss of this major customer could significantly impact the Company’s revenue and financial position.

15.

SUPPLEMENTAL CASH FLOW INFORMATION

There were no non-cash transactions during the year ended December 31, 2023, 2022 and 2021.

16.

INCOME TAXES

The following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 and 2022:

	2023			2022			2021
	$			$			$
Loss for the year		(701,215	)		(818,228	)		(1,708,132	)

Expected income tax recovery (27%)		(189,000	)		(221,000	)		(461,000	)
Change in statutory, foreign tax, foreign exchange rates and other		(54,000	)		(2,000	)		-
Permanent differences and other		192,000			91,000			134,000
Share issue cost		-			(5,000	)		(5,000	)
Change in unrecognized deductible temporary differences		51,000			137,000			356,000
Total income tax expense (recovery)		-			-

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

16.

INCOME TAXES (continued)

The significant components of the Company’s deferred tax assets are as follows:

	2023		2022			2021
	$		$			$
Share issue costs		19,000		26,000			29,000
Property and equipment		332,000		219,000			164,000
Intangible asset		157,000		157,000			157,000
Non-capital losses		5,664,000		5,719,000			5,636,000
Total		6,172,000		6,121,000			5,986,000

Unrecognized deferred tax assets		6,172,000		(6,121,000	)		(5,986,000	)
Deferred income tax asset (liability)		-		-

The Company has approximately $21,180,000 in non-capital losses for Canadian tax purposes which begin expiring in 2026.

17.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s financial instruments include cash and cash equivalents, term deposit, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.

This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout the condensed interim consolidated financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.

a)	Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The Company does not have financial assets that are invested in asset-backed commercial paper.

The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for expected credit losses based on the credit risk applicable to particular customers and historical data.

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

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

17.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

b)	Liquidity risk

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

Contractual undiscounted cash flow requirements for financial liabilities as at December 31, 2023 are as follows:

	Carrying value		Contractual Cash flows		Within 1 year		1 - 5 Years
	$		$		$		$
Trade accounts payable		428,677		428,677		428,677		-
Loan payable		40,000		40,000		40,000		-
		468,677		468,677		468,677		-

c)	Market risk

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

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. As all of the Company’s purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.

Interest rate risk

Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at fixed interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.

Avricore Health Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

17.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

d)	Fair values of financial instruments

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities and amounts resulting from direct arm’s length transactions.

Cash and cash equivalents are valued using quoted market prices or from amounts resulting from direct arm’s length transactions. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.

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

Cash and cash equivalents are measured at fair value on a recurring basis using a level 1 measurement. The carrying amounts of accounts receivable, accounts payable, and loans payable are of approximate fair value due to their short-term maturity or current market rates for similar instruments.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Derivatives are included in Level 2 of the fair value hierarchy as they are valued using price models. These models require a variety of inputs, including, but not limited to, contractual terms, market prices, forward price curves, yield curves and credit spreads.

Level 3: Inputs for the asset or liability are not based on observable market data.

18.

REVENUE

Revenues earned are comprised of lease and service of $1,579,905 (2022 –$222,406, 2021 - $nil) December 31, 2023 and sale of products of $1,905,242 (2022 –$1,545,968, 2021 - $122,808). For the years ended December 31, 2023 and 2022, the Company had one major customer from whom revenues are earned. Please refer to the note 14 to this financial statement for the details regarding revenue from major customer.

Exhibit 5

Avricore Health Inc.

Management’s Discussion & Analysis

For the year ended

December 31, 2023

Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the year ended December 31, 2023 is prepared as of April 29, 2024. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2023 and the related notes thereto.

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

All amounts are expressed in Canadian dollars unless otherwise indicated.

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

FORWARD LOOKING STATEMENTS

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

Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referred to in the body of this MD&A, in the press release announcing the Company’s financial results for the year ended December 31, 2023, and in Avricore’s annual financial statements and the notes thereto. These documents are available at www.sedarplus.ca.

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

2 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

OVERVIEW

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

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

POST COVID-19 ENVIRONMENT

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

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

In 2024, it is estimated over 6 million Canadians do not have a access to a family doctor, and only 29% of those who can are able to access them in a timely manner. This challenge is expected to get worse, as 29% of family doctors are planning on retiring or changing careers in the next 12 – 36 months.

That pharmacy is playing a critical role in filling the gaps that have been created and reducing expenses, as they can offer timely services in an efficient manner utilizing healthcare team members with lower billable rates. This is attractive in the current economy and stretched public health budgets.

HEALTHTAB™ – KEY DEVELOPMENTS

Key developments have included:

	●	In the year ended December 31, 2023 revenue increased by 97% year over year to $3,485,147 and gross profit increased by 163% to $1,203,396.

	●	In the three months ended December 31, 2023 revenue increased by 39% year over year to $1,354,403 and gross profit increased by 197% to $501,466.

	●	Avricore has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s HealthTab™ platform. The collaboration aims to improve diabetes management for patients and pharmacists in Canada by linking daily blood glucose testing data to the patient’s HealthTab™ account. This integration will provide a more comprehensive health data tool for combating diabetes. The technical work is expected to be completed by Q3 of this year, with ongoing efforts to encourage patient engagement. Ascensia Diabetes Care is a global company focused on supporting people with diabetes and is a subsidiary of PHC Holdings Corporation.

3 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

	●	In September 2023, the Company announced its first testing location within Rexall’s Pharmacy Walk-In Clinic in Sherwood Park, Alberta. That location, a first for Rexall as well, offers both the Afinion 2™ blood-chemistry analyzer as well as the ID Now™ molecular platform by Abbott Rapid Diagnostics, giving patients quick access to their test results, and allowing for immediate consultation with their pharmacist.

	●	Subsequent to the initial launch, the Company was pleased to announce further expansion of HealthTab™ with Rexall Pharmacy Group ULC (“Rexall”). The Companies have been working closely to develop the best patient approaches and internal workflows to ensure the most successful deployment of this powerful point-of-care testing platform.

	●	The next steps with Rexall will be to deploy a minimum of another 20 locations spread out between stores in Alberta and Ontario. After each deployment, the teams will collaborate to assess deployment workflow, refine processes and identify further deployment opportunities based on patient and pharmacist feedback.

	●	Avricore’s HealthTab™ platform has been selected by a collaborative effort involving Barts Heart Centre and HEART UK to assess the feasibility of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation. The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative. With NHS England allocating £645 million (approx. $1.1 billion CDN$) to increase access to primary care, HealthTab™ will support pharmacists in delivering vital support for chronic diseases.

	●	Signing a reseller agreement between HealthTab™ Inc. and Abbott Rapid Diagnostics Limited UK & Ireland. This agreement provides a foundation for HealthTab™ to purchase and distribute the Afinion™ 2 and associated tests for diabetes and heart disease screening in community pharmacies in the United Kingdom.

	●	The Company has significantly expanded the number of Shoppers Drug Mart pharmacies offering its HealthTab™ point-of-care testing platform under a renewed Master Service Agreement (MSA) to 776 locations nation-wide. In addition to Shoppers Drug Mart pharmacies, this new MSA and corresponding Statement of Work (SOW) provides for affiliated locations under the Loblaws family of brands, to utilize HealthTab™ upon request.

	●	693 HealthTab™ systems were operating in Shoppers Drug Mart® and Loblaw family stores including pharmacist walk-in clinics as of December 31, 2023; 448 in Ontario and 74 in British Columbia, 12 in Nova Scotia, 151 in Alberta, 1 in Prince Edward Island, 2 in Saskatchewan and 5 in New Brunswick. The Company was honoured to have HealthTab™ placed in the first pharmacist-led primary healthcare clinic located in Lethbridge, Alberta. Not only was this the first clinic, it was also the first system placed in a Real Canadian Superstore®, as well as its first Alberta location.

	●	Subsequent to December 31, 2023 an additional 83 systems have been deployed for a total of 776 participating Shoppers Drug Mart® pharmacies and Loblaw family stores offering screening tests to patients via HealthTab™ systems as of the date of this report.

	●	In 212 of these locations, the Company has deployed Abbott’s ID Now™, either in combination with the Afinion 2™ or standalone, to offer confirmed molecular testing for virus detection in community pharmacies. Last year’s “tripledemic” (Flu, RSV and Covid) strained the Canadian healthcare system beyond its breaking point. This year scientists are concerned about a heavily mutated Covid variant. Pharmacy will play a key a role in these battles and confirmed tests results means faster responses, better treatment and less spread of these infectious diseases.

	●	While flu season strains pharmacies’ capacity for chronic disease screening and management, having the ID Now™ means HealthTab™ can support pharmacies with confirmed molecular testing for virus detection during these critical months of the year and diversify the Company’s revenues.

4 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

	●	The innovative practice of pharmacist-led primary healthcare clinics is expected to expand, as provinces struggle to meet the health care needs of their residents and recruit more family physicians. The program’s primary focus is to screen patients at-risk for diabetes and cardiovascular disease. In-store signage and print material will let customers know they are able to request HealthTab™ tests, and existing patients will be made aware through direct outreach from their Shoppers Drug Mart® or Real Canadian Superstore® pharmacist based on their health profile. On March 28^th, 2023, the Government of Canada tabled its budget for the year ahead, including a 10-year funding agreement with the Nation’s provinces to increase healthcare funding. This new funding approach is novel for the fact that each province will have specific agreements, opposed to the more traditional generalized formula. This approach is expected to bring substantial innovations related to healthcare data and new healthcare service delivery, as the provinces agreed to make changes to rules and practices which have limited data-flow optimization and healthcare access.

	●	The Canadian Medical Association expressed support for many of the initiatives on March 30^th, 2023, in relation to the healthcare agreement and encouraged government to institute recommendations from the Addressing Canada’s Health Workforce Crisis report from the Standing Committee on Health. One of the key items they pointed to was “…optimizing scopes of practice for health professionals…”.

	●	Most provinces have already begun expanding the scope of practice of their pharmacists, with 7 provinces allowing these healthcare professionals to prescribe for minor ailments and 8 provinces either allowing or will soon allow them to order and interpret lab results.

	●	As of July 1^st, 2022, the Government of Ontario brought into effect an expanded scope of practice for community pharmacists in the province, joining Alberta in this growing and increasingly popular approach. This includes limited prescribing for minor ailments, as well as the ability to perform certain point-of-care tests to assist patients with managing chronic disease. Approved tests include glucose, HbA1c and lipids, all of which HealthTab™ currently offers with the Abbott Afinion 2™. Also announced as part of this plan in Ontario, is a second stage of scope modifications, which began on January 1, 2023. This stage allows for limited prescribing for minor ailments and certain prescription renewals, further enhancing the value of community pharmacy.

	●	These changes, and increasing demand, means Canadian pharmacy business is rapidly changing before our eyes, from being product focused to service focused. At $51.4 billion, the industry already represents a significant impact on healthcare, and the anticipated increase in funding and new service offerings, including point-of-care testing, will mean this practice will play an even more impactful role going forward.

	●	During the pilot with Shoppers Drug Mart®, over 15,000 HealthTab™ tests were completed for more than 6,900 patients. The data collected confirmed that the patients tested had a high prevalence of previously undiagnosed diabetes, pre-diabetes and heart disease and significant near-term risk for major health events. Almost 60 per cent of patients needed an intervention to better manage their chronic disease. On average, 31 percent received a new chronic medication, 28 percent required a change in their current medication, and 235 patients were newly identified as diabetic. Patients also reported in post surveys that they valued receiving this information from their pharmacists, and those pharmacists indicated that HealthTab™ enabled an increase in the value of services they were able to provide to their patients.

	●	Developed a unique quality assurance program with a third-part reference laboratory to offer HealthTab™ pharmacies industry leading validation for point-of-care instruments and test consumables.

	●	Signing of a non-exclusive, pilot supplier distribution agreement in Canada between HealthTab™ Inc., and Abbott, with respect to the handheld blood chemistry analyzer, i-STAT Alinity. The agreement allows HealthTab™ to distribute Abbott’s point-of-care i-STAT Alinity and its associated tests for creatinine in Canadian pharmacies to better support patients with important information about their renal function.

5 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

	●	Amendment to the Distribution Agreement adds Abbott’s popular ID NOW™ molecular testing device which will add onsite testing and reporting capabilities for SARS-CoV-2 as well as Respiratory Syncytial Virus (RSV), Influenza A & B and Streptococcus – a powerful combination for detecting infections before they spread.

	●	Developing new pilot programs with national pharmacy chains,

	●	Continuing to negotiate new POC diagnostic device integrations to expand the HealthTab™ testing menu.

	●	Refining HealthTab™’s de-centralized clinical trials capabilities to monetize de-identified data associated with high-value Real-World Evaluation (RWE).

	●	Moving forward with negotiations across several target demographics, domestically and internationally, with pharmacies, life-science companies, host-locations, and Clinical Research Organizations (CRO).

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

De-identified data collected, with consumer consent across the HealthTab™ network of analyzers, can be shared with life-science companies and other research entities including the clinical research industry. The traditional clinical trial approach can be limited in the scope of time, demographical outreach, and other inherent exclusionary attributes. HealthTab™ presents a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and real-world evaluation clinical trials.

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

	●	Ninety-four percent of survey respondents believe using RWE in R&D will become important or very important to their organizations by 2022.

	●	Almost all companies expect to increase investments in talent, technology, and external partnerships to strengthen their RWE capabilities.

	●	Reduced clinical trial costs and trial failure rates using RWE in R&D

	●	Entered strategic partnerships to access new sources of RWD (in fact, all have taken this step)

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

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Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

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

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

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

Fully Integrated Patient Health Records

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

HealthTab™’s API integration capabilities make it ideal to achieve an industry first, where a consumer’s test results can be directly linked to an electronic medical record as well as a patient’s personal health record, for real-time responses and smooth integration across the multiple platforms a health provider will use.

Community Pharmacy Sector

In an era of rapid change in health care delivery, community pharmacy practice models and community pharmacy business models are both experiencing significant evolution in focus and daunting challenges to be met. We strongly believe that Avricore is a game-changing catalyst for community pharmacy to meet their practice and business challenges and increasingly focus on patient-centred cognitive services with attendant point-of-care testing in the future. Avricore is focused on expanding and further deploying its HealthTab™ and to best meet the current community pharmacy sector’s needs.

7 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

Selected Financial Information and Additional Disclosure

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

	2023			2022			2021
Total revenue	$	3,485,147		$	1,768,374		$	122,808
Loss from operations	$	701,215		$	818,228		$	1,708,132
Loss per share – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)
Total assets	$	2,538,205		$	2,568,983		$	2,281,393
Total current liabilities ⁽¹⁾	$	529,218		$	604,893		$	84,477
Total non-current financial liabilities		Nil			Nil			Nil

(1)

2022 Current liabilities include deferred revenue of $252,000 for which the Company completed delivery in Q1 2023.

QUARTERLY FINANCIAL INFORMATION

The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements for the year ended December 31, 2023. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.

Quarter Ended	Dec 2023			Sep 2023			June 2023			Mar 2023			Dec 2022			Sep 2022			Jun 2022			Mar 2022
										$			$			$			$			$
Revenue		1,354,403			953,454			548,049			629,241			997,235			572,228			176,175			42,736
Gross profit (loss)		501,466			261,778			229,471			210,681			168,845			215,961			56,874			15,113
Share-based compensation		142,765			304,328			168,518			88,001			243,000			58,354			9,069			21,099
Comprehensive profit / (loss)		59,584			(285,062	)		(284,225	)		(191,512	)		(244,789	)		(180,398	)		(207,363	)		(185,678	)
Net income (loss)/share		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total Assets		2,538,205			2,453,136			2,143,810			2,296,565			2,568,983			2,128,017			1,985,085			2,122,816

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Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023

	Three months ended December 31					Twelve months ended December 31
	2023			2022		2023			2022

Revenue	$	1,354,403		$	977,235	$	3,485,147		$	1,768,374

% Change - year over year		39	%				97	%

Gross profit	$	501,466		$	168,845	$	1,203,396		$	456,793
% Change - year over year		197	%				163	%

The Company incurred a comprehensive loss of $701,215 for the twelve months ended December 31, 2023 (2022 - $818,228).

Significant changes are as follows:

●	Revenue increased to $3,485,147 (2022 - $1,768,374) a 97% increase due to an increase in HealthTab™ systems deployed and tests sold. Gross profit amounted to $1,203,396 (2022 – $456,793) a 163% increase. Gross margin for the period was 35% (2022- 26%) outperforming the Company’s target margin of 30%.

●	Share-based compensation of $703,612 (2022 - $331,522) was recognized for stock options granted, vested, and repriced during the period.

●	Consulting fees increased to $236,117 (2022 - $197,860) primarily due to an increase in fees payable to the CTO.

●	General and administrative expenses increased to $339,369 (2022 - $250,144) mainly due to increase in operations as compared with previous period.

●	Management fees increased to $216,000 (2022 - $168,000) due to an increase in fees payable to the CEO.

●	Professional fees increased to $285,935 (2022 – 150,585) mainly due to an increase in audit fees.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2023

●	The Company incurred comprehensive profit of $59,584 for the three months ended December 31, 2023 (2022 – loss of $244,789).

●	Significant changes are as follows:

●	Revenue increased to $1,354,403 (2022 - $977,235) a 39% increase, due to an increase in HealthTab™ systems deployed and tests sold. Gross profit increased to $501,466 (2022 – $168,845) a 197% increase. Gross margin for the period was 37% (2022- 16.93%).

●	Cost of sales increased to $852,937 (2022 – $808,390) due to increase in scale of operations.

●	Share-based compensation of $142,765 (2022 - $243,000) was recognized for stock options granted, vested, and repriced during the period.

●	General and administrative expenses increased to $73,211 (2022 - $58,809) mainly to due to growing business activities.

●	Professional fees increased to $94,401 (2022 – $33,826) mainly due to an provision of audit fees in current year.

LIQUIDITY AND CAPITAL RESOURCES

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

Cash flows

Sources and Uses of Cash:	Year ended December 31,
	2023			2022
	$			$
Cash provided by (used in) operating activities		660,403			(437,832	)
Cash used in investing activities		(1,046,859	)		(1,208,516	)
Cash provided by financing activities		42,500			253,880
Cash and Cash Equivalents, closing balance		276,571			620,527

There is an overall cash outflow of $343,956 for the year ended December 31, 2023 compared to the $1,392,468 in comparable period in 2022.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

Funding Requirements

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

The future funding requirements will depend on many factors including:

●	the extent to which we will be commercially successful in launching HealthTab™,

●	the size, cost and effectiveness of our sales and marketing programs, distribution and marketing arrangements,

●	the ability of the Company to raise capital through the issuance of its securities.

As at December 31, 2023, the Company had a working capital of $244,343 (December 31, 2022 – $826,238) and $427,689 (December 31, 2022 - $770,373) in accounts receivable. We believe that our cash on hand, the expected future cash inflows from revenues, net proceeds from the options exercised, if any, may be sufficient to finance our working capital within the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products are insufficient to fund our working capital, operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements.

RELATED PARTY TRANSACTIONS

For the year ended December 31, 2023 and 2022, the Company recorded the following transactions with related parties:

a)	$6,000 in office rent (2022 – $6,000, 2021 - $6,000) to a company controlled by the Chief Technology Officer of the Company.

b)	$12,000 in office rent (2022 – $9,000, 2021 - $Nil) to a company controlled by the Chief Financial Officer of the Company.

c)	$231,393 worth of purchases (2022 - $Nil, 2021 - $Nil) to a company controlled by Chief Technology Officer of the Company.

Type of transaction
	2023		2022
	$		$
Consulting fees, Director & CTO		216,000		168,000
Management fees, CEO		216,000		168,000
Professional fees, CFO		128,400		124,200
Share-based compensation		495,348		151,088
		1,055,748		611,288

There were no amounts due to related parties as at December 31, 2023 (2022 - $Nil).

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Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

DISCLOSURE OF OUTSTANDING SHARE DATA

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

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

COMMITMENTS AND AGREEMENTS

Loans payable

During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2024. The loan is interest-free until January 18, 2024. Thereafter, the outstanding loan balance will bear interest at the rate of 5% per annum. The loan was repaid in full on January 18, 2024.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Our consolidated financial statements are prepared in accordance with IFRS. These accounting principles require the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes to the consolidated financial statements. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised. Actual results may differ from these estimates under different assumptions or conditions. Significant areas requiring management estimates include accounting for amounts recorded in connection recoverability of inventories, reporting of revenue recognition, bad debt and doubtful accounts, income taxes, accounting for stock-based compensation expense, and commitments and contingencies.

The significant accounting policies that we believe are the most critical in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation and fair value measurements of financial instruments. These and other significant accounting policies are described more fully in Note 2 and 3 of our annual consolidated financial statements for the year ended December 31, 2023.

Revenue recognition

12 | P a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

The Company recognizes revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps:

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

Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset. The Company’s arrangements with clients can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under IFRS 15, Revenue from Contracts with Customers.

Share-based payments

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

Estimation of useful lives of equipment and software

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Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

FINANCIAL INSTRUMENTS AND RISKS

Operational Risk Factors

Limited Operating History

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

Going concern

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

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

Development of Technological Capabilities

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

Dependence on Key Personnel

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

Financial Instruments and Risk Management

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The cash equivalent is composed of a guaranteed investment certificate and is issued by a Canadian bank with high investment-grade ratings. The Company does not have financial assets that are invested in asset-backed commercial paper.

The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for doubtful accounts based on the credit risk applicable to particular customers and historical data. Approximately 99% of trade receivables are due from one customer at December 31, 2023 (December 31, 2022 – 99% from one customer).

Liquidity risk

The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised. As at December 31, 2023, the Company’s liabilities $529,218 (December 31, 2022 - $604,893) were comprised of accounts payable $489,218 (December 31, 2022 – 312,893), deferred revenue $nil (December 31, 2022 – $252,000), and loans payable $40,000, (December 31, 2022 – $40,000).

Currency risk

Interest rate risk

Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of April 29, 2024

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTACT

Officers and Directors

Hector Bremner, CEO, Director

Rodger Seccombe, CTO, Director

Kiki Smith, CFO

David Hall, Chairman

Alan Arnstein, Director

Christine Hrudka, Director

Dr. Robert Sindelar, Director

Thomas Teahen, Director

Contact

Avricore Health Inc.

Suite 1120 - 789 West Pender St.

Vancouver, BC V6C 1H2

Tel: 604 773-8943

16 | P a g e

Exhibit 7

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

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

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Avricore Health Inc. for the financial year ended December 31, 2023.

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

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

Dated: April 29, 2024

“Hector Bremner”
Hector Bremner, CEO

NOTE TO READER

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

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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

Exhibit 8

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

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

Dated: April 29, 2024

“Kiki Smith”
Kiki Smith, CFO

NOTE TO READER

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Exhibit 9

Exhibit 10

AVRICORE HEALTH CORPORATE UPDATE AND AUDITED RESULTS FOR 2023

VANCOUVER, BRITISH COLUMBIA, April 30, 2024 – AVRICORE HEALTH INC. (TSXV: AVCR) (the “Company” or “AVCR”) is pleased to announce its audited results for 2023.

The Company nearly doubled its previous record revenues to $3,485,147 while gross profit increased by 163% to $1,203,396. The Company is currently in an early scale-up and growth period, and therefore has made substantial capital investments with on-hand cash during this period, and yet strong gross margins have allowed the Company to realize operational profitability.

“Our team has been able to build the largest network of cloud-connected analyzers in pharmacy with HealthTab™ for the first time ever while maintaining rigorous fiscal discipline,” said Hector Bremner, CEO of Avricore Health Inc. “We are seeing the pharmacy sector making major investments every day in this space and expect public policy to amplify opportunities ahead of us. Nobody is better prepared to deliver on the future of healthcare.”

Visit www.sedar.com and search AVCR to review the consolidated financials for the Company.

HEALTHTAB™ – KEY DEVELOPMENTS

Key developments have included:

●

In the year ended December 31, 2023 revenue increased by 97% year over year to $3,485,147 and gross profit increased by 163% to $1,203,396.

●

In the three months ended December 31, 2023 revenue increased by 39% year over year to $1,354,403 and gross profit increased by 197% to $501,466.

●

Avricore has partnered with Ascensia Diabetes Care to integrate their blood glucose monitoring systems, CONTOUR®NEXT GEN and CONTOUR®NEXT ONE, with Avricore’s HealthTab™ platform. The collaboration aims to improve diabetes management for patients and pharmacists in Canada by linking daily blood glucose testing data to the patient’s HealthTab™ account. This integration will provide a more comprehensive health data tool for combating diabetes. The technical work is expected to be completed by Q3 of this year, with ongoing efforts to encourage patient engagement. Ascensia Diabetes Care is a global company focused on supporting people with diabetes and is a subsidiary of PHC Holdings Corporation.

●

The Company has significantly expanded the number of Shoppers Drug Mart pharmacies offering its HealthTab™ point-of-care testing platform under a renewed Master Service Agreement (MSA) to 776 locations nation-wide. In addition to Shoppers Drug Mart pharmacies, this new MSA and corresponding Statement of Work (SOW) provides for affiliated locations under the Loblaws family of brands, to utilize HealthTab™ upon request.

●

In September 2023, the Company announced its first testing location within Rexall’s Pharmacy Walk-In Clinic in Sherwood Park, Alberta. That location, a first for Rexall as well, offers both the Afinion 2™ blood-chemistry analyzer as well as the ID Now™ molecular platform by Abbott Rapid Diagnostics, giving patients quick access to their test results, and allowing for immediate consultation with their pharmacist.

●

After the initial launch, the Company was pleased to announce further expansion of HealthTab™ with Rexall Pharmacy Group ULC (“Rexall”). to deploy a minimum of another 20 locations spread out between stores in Alberta and Ontario. After each deployment, the teams will collaborate to assess deployment workflow, refine processes and identify further deployment opportunities based on patient and pharmacist feedback.

●

Avricore’s HealthTab™ platform has been selected by a collaborative effort involving Barts Heart Centre and HEART UK to assess the feasibility of community pharmacists in the UK providing cholesterol testing alongside blood pressure checks for cardiovascular risk evaluation. The study aims to build on the success of over 930,000 blood pressure checks conducted in 6,000 pharmacies as part of an NHS initiative. With NHS England allocating £645 million (approx. $1.1 billion CDN$) to increase access to primary care, HealthTab™ will support pharmacists in delivering vital support for chronic diseases.

●

The innovative practice of pharmacist-led primary healthcare clinics is expected to expand, as provinces struggle to meet the healthcare needs of their residents and recruit more family physicians. The program’s primary focus is to screen patients at risk for diabetes and cardiovascular disease. In-store signage and print material will let customers know they can request HealthTab™ tests, and existing patients will be made aware through direct outreach from their Shoppers Drug Mart® or Real Canadian Superstore® pharmacist based on their health profile. On March 28th, 2023, the Government of Canada tabled its budget for the year ahead, including a 10-year funding agreement with the Nation’s provinces to increase healthcare funding. This new funding approach is novel for the fact that each province will have specific agreements, as opposed to the more traditional generalized formula. This approach is expected to bring substantial innovations related to healthcare data and new healthcare service delivery, as the provinces agreed to make changes to rules and practices which have limited data-flow optimization and healthcare access.

With the current healthcare sector trends of lower access to timely care form a family doctor to patients’ overall expectation for technology to provide rapid and accurate insights into their health risk, HealthTab™’s demand continues to grow in pharmacy. The Company believes HealthTab™ has yet to realize its full potential, however, it has the right strategic approach and appropriate resources to maximize its revenues as opportunities matures.

ANNUAL FINANCIAL RESULTS

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

	2023		2022		2021
Total revenue	$	3,485,147	$	1,768,374	$	122,808
Loss from operations	$	701,215	$	818,228	$	1,708,132
Loss per share – basic and diluted	$	0.01	$	0.01	$	0.02
Total assets	$	2,538,205	$	2,568,983	$	2,281,393
Total current liabilities ⁽¹⁾	$	529,218	$	604,893	$	84,477
Total non-current financial liabilities		Nil		Nil		Nil

(1)

2022 Current liabilities include deferred revenue of $252,000 for which the Company completed delivery in Q1 2023.

QUARTERLY FINANCIAL INFORMATION

Quarter Ended	Dec 2023			Sep 2023			June 2023			Mar 2023			Dec 2022			Sep 2022			Jun 2022			Mar 2022
	$			$			$			$			$			$			$			$
Revenue		1,354,403			953,454			548,049			629,241			997,235			572,228			176,175			42,736
Gross profit (loss)		501,466			261,778			229,471			210,681			168,845			215,961			56,874			15,113
Share-based compensation		142,765			304,328			168,518			88,001			243,000			58,354			9,069			21,099
Comprehensive income (loss)		59,584			(285,062	)		(284,225	)		(191,512	)		(244,789	)		(180,398	)		(207,363	)		(185,678	)
Net income (loss)/share		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total Assets		2,538,205			2,453,136			2,143,810			2,296,565			2,568,983			2,128,017			1,985,085			2,122,816

RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023

	Three months ended December 31					Twelve months ended December 31
	2023			2022		2023			2022

Revenue	$	1,354,403		$	977,235	$	3,485,147		$	1,768,374

% Change - year over year		39	%				97	%

Gross profit	$	501,466		$	168,845	$	1,203,396		$	456,793
% Change - year over year		197	%				163	%

The Company incurred a comprehensive loss of $661,066 for the twelve months ended December 31, 2023 (2022 - $818,228). Significant changes are as follows:

●

Revenue increased to $3,485,147 (2022 - $1,768,374) a 97% increase due to an increase in HealthTab™ systems deployed and tests sold. Gross profit amounted to $1,203,396 (2022 – $456,793) a 163% increase. Gross margin for the period was 35% (2022- 26%) outperforming the Company’s target margin of 30%.

●

Share-based compensation of $703,612 (2022 - $331,522) was recognized for stock options granted, vested, and repriced during the period.

●

Consulting fees increased to $236,117 (2022 - $197,860) primarily due to an increase in fees payable to the CTO.

●

General and administrative expenses increased to $339,369 (2022 - $250,144) mainly due to increase in operations as compared with previous period.

●

Management fees increased to $216,000 (2022 - $168,000) due to an increase in fees payable to the CEO.

●

Professional fees increased to $285,935 (2022 – 150,585) mainly due to an increase in audit fees.

About Avricore Health Inc.

Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab™, a wholly owned subsidiary, the company’s mission is to make actionable health information more accessible to everyone by creating the world’s largest network of rapid testing devices in community pharmacies.

About HealthTab™

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

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

HealthTab™ Market Fast Facts

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

Contact:

Avricore Health Inc.

Hector Bremner, CEO 604-773-8943

info@avricorehealth.com

www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements

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