PCT Ltd (PCTL)

[lucky, mydog]

On March 29, 2022, the Company entered into a convertible promissory note with a non-related party for
$128,000, of which $500 was an original issue discount and $2,500 was issue costs resulting in cash proceeds to
the Company of $125,000. The Company received the cash proceeds on April 4, 2022. The note is due on March
29, 2023 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment
terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note's term) and any part
of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until
paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of
Company's common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading
day period prior to the conversion date. On September 25, 2022 the Note became convertible and the Company
recognized a further discount of $113,348 relating to the initial fair value of the derivative conversion feature.
During the year ended December 31, 2022, $60,186 of the discount was amortized to expense, 7,407,407
common stock was issued upon conversion of $20,000 in principal (Note 8), and $30,000 of principal and unpaid
interest was repaid, leaving a note principal balance of $95,261.