BIOTRICITY INC. (OTCMKTS:BTCY) Files An 8-K Entry into a Material Definitive Agreement

On March 7, 2016, Biotricity Inc. (the Registrant) sold to
accredited investors, in a first closing, an aggregate of
571,561 units (the Units) for gross proceeds of $1,000,232 at a
purchase price of $1.75 per Unit (the Purchase Price), in a
private offering of a minimum of $1,000,000 and up to a maximum
of $8,000,000 (subject to an overallotment option) (the
Offering). Each Unit consists of one share of common stock, par
value $0.001 per share (the Common Stock) and a three-year
warrant (the Warrant) to purchase one-half share of Common
Stock at an initial exercise price of $3.00 per whole share
(the Warrant Shares). The Units were sold to each subscriber of
the Offering to Subscription Agreements (the Subscription
Agreements). After payment of placement agent fees and expenses
but before the payment of other offering expenses such as legal
and accounting expenses, the Registrant received net proceeds
of approximately $916,841. The Units will be offered until
March 31, 2017, subject to the right to extend the Offering.

to an Investment Banking Agreement, as amended (the Banking
Agreement), the Company engaged HRA Capital, LLC, acting
through Corinthian Partners, L.L.C. (the Placement Agent), as
the Companys exclusive agent to assist in selling the Units,
subject to the right to the Placement Agent to engage
sub-placement agents in connection with the Offering. to the
Banking Agreement, the Registrant agreed to pay or provide to
the Placement Agent and/or sub-placement agents the following
compensation at each closing of the Offering: (a) a cash fee of
up to 10% of the gross proceeds raised at such closing;
provided that in certain circumstances the Placement Agent and
its sub-placement agents, collectively, will receive a cash fee
of up to 13% of the gross proceeds raised at such closing; (b)
reimbursement of reasonable out-of-pocket expense; and (c)
subject to certain limitations, a 5-year warrant to purchase 8%
of the Common Stock sold in the Offering at an exercise price
of $3.00 per share (the Placement Agents Warrants). The
Placement Agents Warrants are not callable and have a customary
weighted average anti-dilution provision and a cashless
exercise provision. At the first closing of the Offering, the
Registrant paid to the Placement Agent and its sub-agents an
aggregate of approximately $83,391, and issued Placement Agents
Warrants to purchase an aggregate of 45,725 shares of Common
Stock.

The foregoing description of the Banking Agreement does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Banking Agreement, which
is filed herewith as Exhibit 10.1 to this report and
incorporated herein by reference.

to the terms of a Registration Rights Agreement included as
part of the Subscription Agreements, the Registrant agreed to
file a registration statement on Form S-1 (or any other
applicable form exclusively for the Offering) registering for
resale under the Securities Act of 1933, as amended (the
Securities Act), all of the shares of the Common Stock sold in
the Offering and the Warrant Shares.

The investors participating in the Offering met the accredited
investor definition of Rule 501 of the Securities Act. The
offer and sale of the Units in the Offering were made in
reliance on the exemption from registration afforded under
Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D under the Securities Act. The Offering was not
conducted in connection with a public offering, and no public
solicitation or advertisement was made or relied upon by the
investors in connection with the Offering. This Current Report
on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall the Units, Common
Stock, or Warrants be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements and certificates evidencing such
shares contain a legend stating the same.

The foregoing description of the Offering and related
transactions does not purport to be complete and is qualified
in its entirety by reference to the complete text of the form
of Subscription Agreement, the form of Warrant and the Form of
Placement Agents Warrants, which are filed herewith as Exhibits
10.2, 4.1 and 4.2, respectively, and incorporated herein by
reference.

Reference is made to the disclosures set forth under Item 2.03
of this Current Report on Form 8-K, which disclosure is
incorporated herein by reference.

On March 3, 2017, several individuals made unsecured,
short-term loans (the Loans) to the Company in the total
aggregate amount of $201,500. $151,500 of such amount was
repaid on March 7, 2017 out of the proceeds from the Offering.
The remaining $50,000 of principal is due on April 7, 2017. The
Company used the proceeds from the Loan to fund short-term
working capital requirements until the closing of the Offering.

The foregoing description of the Loans does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the form of Promissory Note, which is filed
herewith as Exhibit 10.3 and incorporated herein by reference.

Reference is made to the disclosures set forth under Item 1.01
of this Current Report on Form 8-K, which disclosure is
incorporated herein by reference.

On March 9, 2017, the Registrants Compensation Committee and
the Registrants Board of Directors (the Board) authorized and
approved the payment of a bonus to Waqaas Al-Siddiq, the
Registrants Chief Executive Officer, of $150,000 based on his
performance in 2016.

On March 9, 2017, the Board established an Audit Committee and
a Compensation Committee, each consisting initially of one
director. Norman M. Betts, an independent Board member, was
appointed to serve as the initial member of the Audit
Committee. David A. Rosa, an independent Board Member, was
appointed to serve as the sole member of the Compensation
Committee.

(d) Exhibits.