One November 29, 2016, Biotricity Inc. (the Registrant) became
obligated under a subscription agreement (the Subscription
Agreements), by and among the Registrant and the lending party
set forth on the page attached thereto (the Purchasers), for
the issuance of an aggregate principal amount of $120,000
unsecured convertible promissory notes (the Notes). The Notes
are part of an offering to accredited investors (the Offering),
for up to $2,500,000 (increased from the original $1,000,000)
aggregate principal amount the Notes and warrants to purchase
the Registrants securities (the Warrants), of which $2,110,000
have previously been sold.

The Registrant intends to use the net proceeds of the Offering
for the Registrants working capital and general corporate
purposes.

The Notes bear interest at a rate of 10% per annum, payable at
the earlier of one year from the issue date of the Notes or the
consummation of the next equity round of financing of the
Registrant in whatever form or type that raises in excess of
$3,000,000 gross proceeds (a Qualified Financing). The Notes
and accrued but unpaid interest thereon (Outstanding Balance)
are convertible upon a Qualified Financing into securities
issued in the Qualified Financing (New Round Stock), based upon
the lesser of: (i) $1.60 per New Round Stock and (ii) the
quotient obtained by dividing (x) the Outstanding Balance on
the conversion date multiplied by 1.20 by (y) the actual price
per New Round Stock in the Qualified Financing. The Notes and
the Warrants are further subject to a most-favored nation
clause in the event the Registrant, prior to maturity of the
Notes, consummates a financing that is not a qualified
financing.

Upon the maturity date of the Notes, the Registrant will also
issue Warrants exercisable into a number of shares of
Registrant securities equal to (i) in the case of a Qualified
Financing, the number of shares of New Round Stock issued upon
conversion of the Note and (ii) in all other cases, the number
of shares of Registrant common stock equal to the quotient
obtained by dividing the Outstanding Balance by 2.00.

The Notes contain customary events of default, which, if
uncured, entitle each Noteholder to accelerate the due date of
the unpaid principal amount of, and all accrued and unpaid
interest on, the Notes.

The issuance of the Notes and the Warrants to the Subscription
Agreements will not be registered under the Securities Act. The
Registrant relied upon the exemption from securities
registration provided by Section 4(a)(2) under the Securities
Act of 1933, as amended, for transactions not involving a
public offering, and the safe harbor under Regulation D, Rule
506(b) promulgated thereunder.

The foregoing description of the terms of the Notes, the
Warrants and the Subscription Agreements are not complete and
is qualified in its entirety by reference to the terms of the
Notes, the Warrants and the Subscription Agreements, forms of
which were filed with the Registrants Annual Report on Form
10-K for the transition period ended December 31, 2015.

The information set forth above in Item 1.01 is incorporated
into this Item 2.03 by reference insofar as it relates to the
creation of a direct financial obligation of the Registrant.