Exhibit 1

Avricore Health Inc.

Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three and nine months ended September 30, 2022 and 2021

(Expressed in Canadian Dollars)

Notice to Reader

Management has prepared the unaudited condensed interim consolidated financial statements for Avricore Health Inc. (the “Company”) in accordance with National Instrument 51-102 released by the Canadian Securities Administration. The Company discloses that its auditors have not reviewed the unaudited condensed interim consolidated financial statements for the period ended September 30, 2022 and 2021.

Avricore Health Inc.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	Note	Unaudited September 30, 2022			Audited December 31, 2021
		$			$
ASSETS
Current Assets
Cash and cash equivalents			869,129			2,012,995
Accounts receivable	4		379,539			91,548
Prepaid expenses and deposits	5		92,677			54,467
			1,341,345			2,159,010
Equipment	6		755,107			90,875
Intangible assets	7		31,565			31,508
Total Assets			2,128,017			2,281,393
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	8		337,018			44,477
Loans payable	9		40,000			40,000
			377,018			84,477
SHAREHOLDERS’ EQUITY
Share capital	10		26,657,315			26,618,315
Reserves	10		5,883,240			5,794,718
Deficit			(30,789,556	)		(30,216,117	)
			1,750,999			2,196,916
Total Liabilities and Shareholders’ Equity			2,128,017			2,281,393

Nature of operations and going concern (Note 1)

Subsequent events (Note 17)

Approved and authorized on behalf of the Board of Directors on November 29, 2022.

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

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

2

Avricore Health Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

		Three months ended September 30						Nine months ended September 30
	Note	2022			2021			2022			2021
		$			$			$			$
Revenue			572,228			75,104			791,139			87,618
Cost of sales			356,267			54,549			503,191			66,414
Gross profit			215,961			20,555			287,948			21,204
Expenses
Advertising and promotion			468			-			2,755			-
Amortization	6 & 7		75,373			8,801			105,017			12,379
Consulting	12		45,000			98,075			145,000			287,275
General and administrative	11		84,434			38,029			191,335			133,020
Management Fees	12		45,000			37,500			120,000			167,500
Shareholder communications			57,416			168,860			97,798			253,917
Professional fees	12		33,440			33,879			116,759			141,384
Share-based compensation	10 & 12		58,354			74,722			88,522			486,622
			399,485			459,866			867,186			1,482,097
Other income (expense)
Finance costs	9		-			-			-			(38,438	)
Interest income			3,126			-			5,799			94
Net loss and comprehensive loss for the period			(180,398	)		(439,311	)		(573,439	)		(1,499,237	)
Basic and Diluted Loss Per Share			(0.00	)		(0.00	)		(0.01	)		(0.02	)
Weighted Average Number of Common Shares Outstanding			97,698,577			96,060,838			97,681,763			91,040,600

Segmented information (Note 14)

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

3

Avricore Health Inc.

Condensed Interim Consolidated Statements of Changes in Equity

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

	Number of Shares		Share Capital			Shares Subscribed			Warrant Reserve			Option Reserve			Deficit			Total
			$			$			$			$			$			$
Balance, December 31, 2020		69,795,584		22,286,852			10,000			914,531			4,582,561			(28,507,985	)		(714,041	)
Shares issued for cash		15,740,000		2,414,000			(10,000	)		-			-			-			2,404,000
Exercise of warrants		9,539,660		1,727,282			-			(151,395	)		-			-			1,575,887
Exercise of options		1,666,072		312,052			-			-			(186,395	)		-			125,657
Share issued for services		275,000		38,500			-			-			-			-			38,500
Share issuance costs		-		(237,315	)		-			139,625			-			-			(97,690	)
Share-based compensation		-		-			-			-			486,622			-			486,622
Net loss for the period		-		-			-			-			-			(1,499,237	)		(1,499,237	)
Balance, September 30, 2021		97,016,316		26,541,371			-			902,761			4,882,788			(30,007,222	)		2,319,698
Balance, December 31, 2021		97,535,264		26,618,315			-			902,761			4,891,957			(30,216,117	)		2,196,916
Exercise of warrants		160,000		24,000			-			-			-			-			24,000
Exercise of options		150,000		15,000			-			-			-			-			15,000
Share-based compensation		-		-			-			-			88,522			-			88,522
Net loss for the period		-		-			-			-			-			(573,439	)		(573,439	)
Balance, September 30, 2022		97,845,264		26,657,315			-			902,761			4,980,479			(30,789,556	)		1,750,999

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

4

Avricore Health Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

	2022			2021
	$			$
Operating Activities
Net loss		(573,439	)		(1,499,237	)
Adjustment for non-cash items:
Amortization		105,017			12,379
Finance cost		-			38,438
Share-based payments		88,522			486,622
Change in working capital items:
Accounts receivable		(287,991	)		(89,588	)
Prepaid expenses and deposits		(38,210	)		47,498
Accounts payable and accrued liabilities		292,541			43,802
Net cash used in operating activities		(413,560	)		(960,086	)
Investing Activities
Intangible assets		(5,171	)		(27,010	)
Purchase of equipment		(764,135	)		(99,008	)
Net cash used in investing activities		(769,306	)		(126,018	)
Financing Activities
Proceeds from issuance of shares		-			2,404,000
Proceeds from exercise of warrants		24,000			1,575,887
Proceeds from exercise of stock options		15,000			125,657
Share issuance costs		-			(97,690	)
Loan repaid		-			(1,000,000	)
Net cash provided by financing activities		39,000			3,007,854
(Decrease) increase in Cash and Cash Equivalents		(1,143,866	)		1,921,750
Cash and Cash Equivalents, Beginning of period		2,012,995			302,715
Cash and Cash Equivalents, End of period		869,129			2,224,465
Cash and Cash Equivalents Consist of:
Cash		559,129			1,914,465
Guaranteed investment certificates		310,000			310,000
Cash and Cash Equivalents		869,129			2,224,465

Supplemental cash flow information (Note 15)

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

5

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

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

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

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have 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.

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

	September 30, 2022			December 31, 2021
	$			$
Deficit		(30,789,556	)		(30,216,117	)

In March 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) a global pandemic. Since then, several measures have been implemented in Canada and the rest of the world in response to the increased impact from COVID-19. The Company continues to operate the business forward at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on the Company’s operations, including the duration and impact on the Company’s future plans, cannot be reasonably estimated at this time.

2. BASIS OF PRESENTATION

a) Statement of Compliance

The condensed interim consolidated financial statements for the period ended September 30, 2022 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), IAS 34 Interim Financial Reporting. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2021. The accounting policies followed in these interim financial statements are consistent with those applied in the Company’s most recent annual financial statements for the year ended December 31, 2021.

6

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

a) Statement of Compliance (continued)

The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The significant accounting policies are presented in Note 3 of the annual consolidated financial statements for the year ended December 31, 2021 and have been consistently applied in each of the periods presented. The condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency, unless other indicated.

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

b) Basis of consolidation

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

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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:

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.

7

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant accounting estimates and judgments (continued)

The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Changes in these assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s options and warrants issued. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.

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 have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.

Deferred income taxes

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

Going concern

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

4. ACCOUNTS RECEIVABLE

The Company’s accounts receivable consists of the following:

	September 30, 2022		December 31, 2021
	$		$
Trade receivables		366,442		83,847
GST receivable		13,097		7,701
		379,539		91,548

8

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

5. PREPAID EXPENSES AND DEPOSITS

The balance consists of prepaid expenses to vendors of $52,114 (December 31, 2021 - $35,949), prepaid business insurance of $28,563 (December 31, 2021 - $6,518) and security deposits of $12,000 (December 31, 2021 - $12,000).

6. EQUIPMENT

	Equipment
	$
Cost
Balance, December 31, 2020		-
Additions		105,358
Balance, December 31, 2021		105,358
Additions		764,135
Balance, September 30, 2022		869,493
Accumulated Amortization
Balance, December 31, 2020		-
Amortization		14,483
Balance, December 31, 2021		14,483
Amortization		99,903
Balance, September 30, 2022		114,386
Carrying value
As at December 31, 2021		90,875
As at September 30, 2022		755,107

9

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

7. INTANGIBLE ASSETS

	Software		HealthTab™		Corozon		Emerald		Total
	$		$		$		$		$
Cost
Balance, December 31, 2020		-		1		1		1		3
Additions		35,006		-		-		-		35,006
Balance, December 31, 2021		35,006		1		1		1		35,009
Additions		5,171		-		-		-		5,171
Balance, September 30, 2022		40,177		1		1		1		40,180
Accumulated Amortization
Balance, December 31, 2020		-		-		-		-		-
Amortization		3,501		-		-		-		3,501
Balance, December 31, 2021		3,501		-		-		-		3,501
Amortization		5,114		-		-		-		5,114
Balance, September 30, 2022		8,615		-		-		-		8,615
Carrying value
As at December 31, 2021		31,505		1		1		1		31,508
As at September 30, 2022		31,562		1		1		1		31,565

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	September 30, 2022		December 31, 2021
	$		$
Trade accounts payable		337,018		44,477
Accrued liabilities		-		-
		337,018		44,477

9. LOANS PAYABLE

During the year ended December 31, 2020, the Company entered into a loan agreement with a third party for a secured loan in the amount of $1,000,000 (the “Loan”). The Loan was for a term of one year from the date of receipt of the funds, bore interest at a rate of 10% per annum and was secured with all of the present and after-acquired property of the Company. The loan was subject to an interest reserve of $100,000 held back from the loan advance. The Company paid a loan application fee in the amount of $30,000 and issued 3,480,000 bonus shares with a fair value of $52,500, which was recorded against the carrying value of the Loan.

10

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

9. LOANS PAYABLE (continued)

During the three and nine months ended September 30, 2022, the Company recorded $Nil (2021 - $nil and $21,096) as interest expense and recorded $Nil (2021 - $nil and$17,342) as accretion expense on the loan which was been included in finance cost in the condensed interim consolidated statements of operations and comprehensive loss. During the nine months ended September 30, 2021, the Company repaid the outstanding loan balance of $1,000,000 at the end of the term.

During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2025. The loan is interest-free until December 31, 2023. Thereafter, the outstanding loan balance will bear interest at the rate of 5% per annum.

10. SHARE CAPITAL

Authorized share capital

Authorized: Unlimited number of common shares without par value.

Issued share capital

During the period ended September 30, 2022:

The Company issued 160,000 common shares upon exercise of warrants for gross proceeds of $24,000.

The Company issued 150,000 common shares upon exercise of stock options for gross proceeds of $15,000.

During the year ended December 31, 2021:

The Company issued 10,058,660 common shares upon exercise of warrants for gross proceeds of $1,653,737.

The Company issued 1,666,020 common shares upon exercise of stock options for gross proceeds of $125,657.

The Company issued 275,000 common shares valued at $38,500 to a consultant in exchange for services received.

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.

11

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

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.

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

	Period ended September 30, 2022					Year ended December 31, 2021
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Beginning Balance		7,880,052		$	0.13		6,706,072		$	0.08
Options granted		2,825,000		$	0.15		2,840,000		$	0.22
Expired/Cancelled		(1,570,052	)	$	0.13		-			-
Exercised		(150,000	)	$	0.10		(1,666,020	)	$	0.08
Ending Balance		8,985,000		$	0.14		7,880,052		$	0.13
Exercisable		6,160,000		$	0.14		7,692,552		$	0.13

The following table summarizes information about stock options outstanding and exercisable as at September 30, 2022:

Exercise Price		Expiry date	Options
			Outstanding		Exercisable
$	0.10	December 8, 2022		650,000		650,000
$	0.10	March 27, 2023		200,000		200,000
$	0.17	March 31, 2023		250,000		250,000
$	0.10	April 11, 2023		150,000		150,000
$	0.075	January 24, 2024		140,000		140,000
$	0.06	April 1, 2024		140,000		140,000
$	0.05	October 1, 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, 2026		2,725,000		-
$	0.15	August 12, 2026		100,000		-
				8,985,000		6,160,000

The weighted average remaining life of the stock options outstanding at September 30, 2022 is 3.13 years. The weighted average fair value of options granted during the nine months ended September 30, 2022 is $0.13 per option.

12

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

Share-based compensation

Share-based compensation of $58,354 and $88,522 was recognized during the three and nine months ended September 30, 2022 (2021 - $74,722 and $486,622), respectively, for stock options granted, vested, and repriced during the period. Options issued to directors and officers of the Company vested immediately, while those issued to consultants vest over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.

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

	2022			2021
Expected life		5 years			5 years
Volatility		139% - 153	%		134% - 146	%
Dividend yield		0	%		0	%
Risk-free interest rate		2.75% - 2.97	%		0.41% - 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.

	Period ended September 30, 2022					Year ended December 31, 2021
	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		(160,000	)	$	0.15		(10,058,660	)	$	0.16
Warrants expired		(17,850,333	)	$	0.22		(6,177,500	)	$	0.15
Outstanding		770,733		$	0.20		18,781,066		$	0.21

The following table summarizes information about warrants outstanding and exercisable as at September 30, 2022:

Exercise Price		Expiry date	Warrants Outstanding
$	0.20	November 27, 2022		770,733

The weighted average remaining life of the warrants outstanding at September 30, 2022 is 0.01 years.

13

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

Fair value of the finder’s warrants granted was measured using the Black-Scholes pricing model with the following assumptions:

	2022		2021
Expected life		-		1 year
Volatility		-		190	%
Dividend yield		-		0	%
Risk-free interest rate		-		0.26	%

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

11. GENERAL AND ADMINISTRATIVE EXPENSES

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
	$		$		$		$
Bank service charges		1,544		1,386		4,082		5,226
Filing and registration fees		18,933		1,020		41,004		43,124
Foreign exchange		725		759		825		324
Insurance		20,008		10,629		42,987		34,789
Investor relations		-		-		-		5,312
Office maintenance		7,961		9,439		19,435		24,902
Payroll		16,278		-		18,535		-
Regulatory fees		-		8,380		3,842		8,380
Rent		4,500		6,300		12,300		9,510
Travel		14,485		116		48,325		1,453
		84,434		38,029		191,335		133,020

12. RELATED PARTY TRANSACTIONS

For the three and nine months ended September 30, 2022 and 2021, the Company recorded the following transactions with related parties:

a) $45,500 and $120,000 in management fees (2021 - $37,500 and $112,500), respectively, to the Chief Executive Officer of the Company along with a bonus award of $Nil (2021 - $nil and $35,000).

b) $Nil in management fees to the former President and Chief Executive Officer of the Company (2021 - $nil and $$20,000).

c) $32,100 and $92,100 in professional fees (2021 - $30,000 and $90,000), respectively, to a company controlled by the Chief Financial Officer of the Company along with a bonus award of $Nil (2021 - $nil and $30,000).

d) $60,000 and $120,000 in consulting fees (2021 - $30,000 and $90,000) to the Chief Technology Officer of the Company along with a bonus award $Nil (2021 - $nil and $35,000).

14

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

12. RELATED PARTY TRANSACTIONS (continued)

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

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
	$		$		$		$
Consulting fees		60,000		30,000		120,000		125,000
Management fees		45,000		37,500		120,000		167,500
Professional fees		32,100		30,000		92,100		120,000
Share-based compensation		27,887		-		40,016		264,393
		164,987		97,500		372,116		676,893

There were no amounts due to related parties as at September 30, 2022 and December 31, 2021.

13. CAPITAL DISCLOSURES

The Company includes shareholders’ equity in the definition of capital. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company will not issue additional equity until such time when funds are needed and the market conditions become favorable to the Company. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.

The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended September 30, 2022.

14. SEGMENTED INFORMATION

At September 30, 2022 and December 31, 2021, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.

15. SUPPLEMENTAL CASH FLOW INFORMATION

During the nine months ended September 30, 2021, the Company:

- Issued common shares against subscriptions of $10,000 received in prior year.

- Issued 275,000 common shares valued at $38,500 for services received.

15

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

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

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

a) Credit risk

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

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 96% of trade receivables are due from one customer at September 30, 2022 (2021 – 76% from one customer).

b) Liquidity risk

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Due to the ongoing COVID-19 pandemic, liquidity risk has been assessed as high.

The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised.

As at September 30, 2022, the Company’s liabilities were comprised of accounts payable and accrued liabilities, and loans payable of $337,018 (December 31, 2021 - $84,477).

16

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

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 floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.

d) Fair value of financials instruments

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

Cash and cash equivalents are measured at fair value. For accounts receivable, accounts payable, and loans payable carrying amounts approximate fair value due to their short-term maturity;

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

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

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

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. The Company’s lease liabilities are at this level.

Level 3: Inputs for the asset or liability are not based on observable market data. Currently, the Company has no financial instruments at this level.

17. SUBSEQUENT EVENTS

a)	The Company issued 749,400 common shares upon exercise of warrants for gross proceeds of $149,880.
b)	21,333 warrants with exercise price of $0.20 expired unexercised.
c)	The Company issued 25,000 common shares upon exercise of options for gross proceeds of $2,500.
d)	The Company granted 300,000 share options with an exercise price of $0.16, exercisable for 5 years and vesting quarterly.

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