PCT Ltd (PCTL)

[lucky, mydog]

On June 1, 2022, the Company entered into a convertible promissory note with a non-related party for $53,000,
of which $500 was an original issue discount and $2,500 was issue costs resulting in cash proceeds to the
Company of $50,000. The note is due on June 1, 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 November 28, 2022
the Note became convertible and the Company recognized a further discount of $50,976 relating to the initial
fair value of the derivative conversion feature. During the year ended December 31, 2022, $2,501 of the discount
was amortized to expense.