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

On May 30, 2017 and May 31, 2017, Biotricity Inc. (the
Registrant) sold to accredited investors, an aggregate of
624,515 units (the Units) for gross proceeds of $1,092,901 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 $963,524. The Units will be offered until June
16, 2017 (extended from May 31, 2017), subject to the right to
further extend the Offering.

to an Investment Banking Agreement, as amended (the Banking
Agreement), the Company engaged HRA Capital, 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 closing of the Offering, the
Registrant paid to the Placement Agent and its sub-agents an
aggregate of approximately $102,403, and issued Placement
Agents Warrants to purchase an aggregate of 49,961 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 attached as Exhibit 10.1 to the Registrants Current Report
on Form 8-K filed with the Securities and Exchange Commission
on March 9, 2017 (the March 9 Form 8-K) 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 with the March 9
Form 8-K 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 1.01
and Item 8.01 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.

As a result of the sale of the Units in the Offering on May 31,
2017, as described in Item 1.01 of this Form 8-K, the
outstanding convertible promissory notes of the Registrant in
the aggregate principal amount of $2,455,000, issued between
March 31, 2016 and February 21, 2017 (the Outstanding Notes),
converted into an aggregate of 1,823,020 shares of the
Registrants common stock and Warrants to purchase 911,510
Warrant shares to the terms of the Outstanding Notes.
Furthermore, to the terms of the Outstanding Notes, the
Registrant issued to the holders thereof five-year warrants to
purchase an aggregate of 1,823,020 shares of the Registrants
common stock at an exercise price per share of $2.00.

The investors who purchased the Outstanding Notes then met the
accredited investor definition of Rule 501 of the Securities
Act. The issuance of the Registrants common stock and warrants
to purchase common stock upon conversion of the Outstanding
Notes were made in reliance on the exemption from registration
afforded under Section 4(a)(2) of the Securities Act and/or
3(a)(9) under the Securities Act. The issuance upon conversion
was not conducted in connection with a public offering, and no
public solicitation or advertisement was made or relied upon by
such investors.

(d) Exhibits.

__________

(1)

Incorporated by reference to the Registrants Current Report on
Form 8-K filed with the Securities and Exchange Commission on
March 9, 2017.