FORM 5
QUARTERLY LISTING STATEMENT
Name of Listed Issuer: _Pacific Therapeutics Ltd._____________ (the “Issuer”).
Trading Symbol: PT
This Quarterly Listing Statement must be posted on or before the day on which the Issuer’s
unaudited interim financial statements are to be filed under the Securities Act, or, if no interim
statements are required to be filed for the quarter, within 60 days of the end of the Issuer’s
first, second and third fiscal quarters. This statement is not intended to replace the Issuer’s
obligation to separately report material information forthwith upon the information becoming
known to management or to post the forms required by the Exchange Policies. If material
information became known and was reported during the preceding quarter to which this
statement relates, management is encouraged to also make reference in this statement to the
material information, the news release date and the posting date on the Exchange website.
General Instructions
(a)
Prepare this Quarterly Listing Statement using the format set out below. The sequence
of questions must not be altered nor should questions be omitted or left unanswered.
The answers to the following items must be in narrative form. When the answer to any
item is negative or not applicable to the Issuer, state it in a sentence. The title to each
item must precede the answer.
(b)
The term “Issuer” includes the Listed Issuer and any of its subsidiaries.
(c)
Terms used and not defined in this form are defined or interpreted in Policy 1 –
Interpretation and General Provisions.
There are three schedules which must be attached to this report as follows:
The accompanying notes are an integral part of these financial statements.
SCHEDULE A: FINANCIAL STATEMENTS
PACIFIC THERAPEUTICS LTD.
(A Development Stage Company)
FINANCIAL STATEMENTS
Three month period ended March 31, 2015 and 2014
(Expressed in Canadian Dollars)
Unaudited – Prepared by Management
The accompanying notes are an integral part of these financial statements.
PACIFIC THERAPEUTICS LTD.
Condensed Interim Financial Statements
March 31, 2015
(Unaudited – See “Notice to Reader” below)
In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the
Company discloses that its external auditors have not reviewed the condensed interim financial
statements for the period ended March 31, 2015.
The accompanying notes are an integral part of these financial statements.
PACIFIC THERAPEUTICS LTD.
(A Development Stage Company)
Condensed Interim Statements of Financial Position
(Expressed in Canadian Dollars)
AS AT:
Notes
ASSETS
CURRENT
Cash and cash equivalents
Goods and Services Tax/Harmonized Sales Tax Receivable
INTANGIBLE ASSETS
3
LIABILITIES
CURRENT
Trade payable and accrued liabilities
Convertible note
Derivative component of convertible note
Due to related parties
SHAREHOLDERS' DEFICIENCY
Share capital
Share subscriptions received
Warrant and option reserve
Deficit accumulated during the development stage
4
4
5
6
6
March 31, 2015 December 31, 2014
$
$
944
885
1,829
1,513
1,312
2,825
63,644
65,473
64,490
67,315
280,713
37,044
37,200
618,184
973,141
267,474
26,642
36,188
612,772
943,076
2,800,010
321,379
(4,029,057)
(907,668)
65,473
2,760,010
30,000
289,766
(3,955,537)
(875,761)
67,315
Nature and Continuance of Operations (Note 1)
Subsequent Events (Note 9)
On behalf of the Board:
“Douglas H. Unwin”
Douglas H. Unwin
Director
“Doug Wallis”
Doug Wallis
The accompanying notes are an integral part of these financial statements.
Director
PACIFIC THERAPEUTICS LTD.
(A Development Stage Company)
Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)
Three months Three months
ended
ended
March 31, 2015 March 31, 2014
Notes
Expenses
Advertising and promotion
Amortization of intangable assets
Amortization of property and equipment
Bank charges & interest
Donation
Financial instrument loss
Insurance
Interest on convertable note
Office and miscellaneous
Professional fees
Rent and occupancy costs
Share based payments
Telephone and utilities
Transfer agent
Travel
Wages and benefits
$
4
4
Other Expenses (Income)
Exchange loss/(gain)
22,328
1,479
934
1,000
997
10,402
350
20,013
1,350
11,998
694
2,191
169
40,000
113,905
-
11,446
957
405
1,993
500
6,997
2,276
27,059
3,600
71,940
169
2,538
4,571
40,000
174,451
(226)
Net Loss and Comprehensive Loss
$
(113,905)
(174,225)
Loss per share Basic and Diluted
Weighted average number of common shares outstanding
$
(0.003)
39,240,561
(0.005)
37,456,825
The accompanying notes are an integral part of these financial statements.
PACIFIC THERAPEUTICS LTD.
(A Development Stage Company)
Statements of Changes in Shareholders’ Deficiency
(Expressed in Canadian Dollars)
Number of
common
shares
Share capital
$
Balance at December 31, 2013
Share based payments
Loss for the period
Balance at March 31, 2014
37,456,825
37,456,825
2,699,210
2,699,210
Balance at December 31, 2014
Shares exchanged for debt @ $0.05
Common shares issued for cash @ $0.05
Share based payments options granted
Options expired unexercised
Loss for the period
38,976,825
1,180,000
820,000
-
2,760,010
23,600
16,400
-
Balance at March 31, 2015
40,976,825
2,800,010
The accompanying notes are an integral part of these financial statements.
Share
Subscriptions
received
$
Warrant and
option reserve
$
-
30,000
(30,000)
-
Deficit
$
Total
$
123,704
71,940
195,644
(3,263,058)
(174,225)
(3,437,283)
(440,144)
71,940
(174,225)
(542,429)
289,766
35,400
24,600
11,998
(40,385)
-
(3,955,537)
40,385
(113,905)
(875,761)
59,000
11,000
11,998
(113,905)
321,379
(4,029,057)
(907,668)
Statements of Cash Flows
(Expressed in Canadian Dollars)
Three months Three months
ended
ended
March 31, 2015 March 31, 2014
$
$
Cash flows used in operating activities
Net loss and comprehensive loss
Adjustments for items not affecting cash
Amortization of property and equipment
Amortization of intangible assets
Financial instrument loss
Interest on convertable note
Share based payments
Changes in non-cash working capital balances
Goods and Services Tax/Harmonized Sales Tax
recoverable
Prepaid expenses
Trade payable and accrued liabilities
Cash flows used in investing activities
Additions to intangible assets
Cash flows from/(used in) financing activities
Issue of common shares for cash, net of
subscriptions received in advance
Promissory note
Due to related parties
Change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
(113,905)
(174,225)
1,479
1,000
10,414
11,998
405
957
71,940
427
13,239
(75,348)
(758)
(5,705)
(31,563)
(138,949)
(633)
(633)
(623)
(623)
11,000
64,412
75,412
(569)
1,513
944
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 1
(30,900)
(30,900)
(170,472)
180,692
10,220
1.
NATURE AND CONTINUANCE OF OPERATIONS
Pacific Therapeutics Ltd. (the “Company" or "PTL") was incorporated under the laws of the
Province of British Columbia, Canada on September 12, 2005. The Company is a development
stage company focused on developing proprietary drugs to treat certain types of lung disease
including fibrosis. On October 14, 2011, the Company became a reporting company in British
Columbia and was approved by the Canadian Securities Exchange (“CSE”) and opened for
trading on November 16, 2011.
PTL has financed its cash requirements primarily from share issuances and payments from
research collaborators. The Company's ability to realize the carrying value of its assets is
dependent on successfully bringing its technologies to market and achieving future profitable
operations, the outcome of which cannot be predicted at this time. It will be necessary for the
Company to raise additional funds for the continuing development of its technologies.
The Company’s interim financial statements as at March 31, 2015 have been prepared on a
going concern basis, which contemplates the realization of assets and settlement of liabilities
and commitments in the normal course of business. The Company had a net loss of $113,905
for the three months ended March 31, 2015 (March 31, 2014 – $174,225) and had a working
capital deficiency of $971,312 at March 31, 2015 (December 31, 2014 – $940,251).
The Company is subject to risks and uncertainties common to drug discovery companies,
including technological change, potential infringement on intellectual property of and by third
parties, new product development, regulatory approval and market acceptance of its products,
activities of competitors and its limited operating history. Management is aware, in making its
assessment, of material uncertainties related to events or conditions that may cast significant
doubt upon the Company’s ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
2.
STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION
(a) Statement of Compliance
These condensed interim financial statements have been prepared in accordance with
Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These condensed interim
financial statements follow the same accounting policies and methods of applications our most
recent annual financial statements. Accordingly, the condensed interim financial statements
should be read in conjunction with the annual financial statements for the year ended December
31,2014, which have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
(b)
Basis of Presentation
These condensed interim financial statements were prepared on a historical cost basis and are
presented in Canadian dollars which is the Company’s functional currency. All financial
information has been rounded to the nearest dollar.
(c)
Use of Estimates
The preparation of condensed interim financial statements in conformity with IFRS requires
management to make estimates and assumptions that affect the amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of the condensed interim
financial statements and the reported amounts of revenues and expenditures during the
reporting periods. Although these estimates are based on management’s best knowledge of
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 2
current events and actions, actual results ultimately may differ from those estimates.
3.
INTANGIBLE ASSETS - PATENTS
Due to a finite life of patents which begins from the date of application; the Company amortizes
all patent costs over the expected life of the patent.
Cost
December 31, 2013
Additions
December 31, 2014
Additions
March 31, 2015
Amortization
December 31, 2013
Amortization for the period
December 31, 2014
Amortization for the period
March 31, 2015
Carrying amounts
December 31, 2014
March 31, 2015
4.
$ 77,884
10,195
$ 88,079
633
$ 88,712
$ 17,971
$ 5,618
$ 23,589
$ 1,479
$ 25,068
$ 64,490
$ 63,644
CONVERTIBLE NOTES AND DERIVATIVE LIABILITY
On September 11, 2014 the Company issued a convertible note for $50,000 due on September
11, 2015 with an interest rate of 1% per month payable quarterly. The note is unsecured but
convertible at the option of the holder into common shares of the Company at a price based on
the weighted average closing price of the Company's shares on the Canadian Stock Exchange
for the ten (10) trading days immediately preceding the conversion date, less fifteen per cent
(15%). The convertible note has both debt and derivative liability characteristics. The Company
initially valued the note by calculating the derivative liability component then applying the
residual value to the debt component. The derivative liability component of the loan was
calculated using the Black-Scholes Pricing Model and was estimated to be $37,200 at March
31, 2015. The initial fair value of the derivative liability component is amortized over the
remaining life of the convertible note. The debt component at March 31, 2015 was valued as
follows:
31-Mar-15 31-Dec-14
Loan proceeds
$ 50,000 $ 50,000
Derivative component
(36,188)
(36,188)
Accretion
19,928
11,005
Accrued interest
3,304
1,825
$ 37,044 $ 26,642
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 3
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 4
The fair value of the derivative liability component of the loan of $37,200 (December 31, 2014 $36,188) was calculated at March 31, 2015 using the Black-Scholes Pricing Model using the
following assumptions:
Dividend yield
Expected volatility
Risk free interest rate
Expected life in years
0.00%
250.92%
1.14%
0.45
On September 24, 2012 the Company issued a convertible note (the “Note”) with a face value of
$30,000, issued 200,000 warrants (“Bonus Warrants”) and received $30,000 in cash. The
Bonus Warrants expired in 2 years and had an exercise price of $0.22. The Note had a term of
one year and was repayable by the Company at any time. The note was repaid in October
2014.
The holder of the Note could convert the whole Note or any portion into units at any time. Each
unit would consist of 1 common share (the “Share Option”) and 1 warrant (the “Warrant
Option”), with each Warrant Option exercisable to acquire an additional common share for a
period of 2 years from the date the Warrant Option was issued The conversion option expired
upon repayment of the Note. The Note accrued interest at the rate of 1% per month, payable in
quarterly installments.
The fair value of the Bonus Warrants, Share Options and Warrant options of $43,070 were
determined using the Black-Scholes Pricing Model and the Geske Pricing Model.
5.
RELATED PARTY TRANSACTIONS AND BALANCES
Due to related Parties
Due to related parties consists of short term amounts loaned, services rendered and expenses
paid on behalf of the Company by shareholders of the Company that are unsecured, noninterest bearing, and payable on demand, except for $12,500 due to Doug Unwin, the
Company’s CEO and director, which is due on February 6, 2016.
31-Mar-15
Amounts owing to Derick Sinclair CFO of the Company for
loans and consulting, accounting fees and interest on ISA.
Amounts owing to Greg Beniston a director of the Company
for legal fees
Amounts owing to Doug Wallis a director of the Company for
interest on ISA
Amount owing to Doug Unwin the CEO and director of the
Company for loans, salary, expenses and interest on ISA.
$
$
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 5
115,224
31-Dec-14
$
124,724
19,928
19,928
2,964
2,964
480,068
618,184
465,156
612,772
$
Related Party Transactions and Key Management and Personnel Compensation
Payment or accruals for related parties were for services provided to the company were:
Salary paid or accrued for Doug Unwin CEO
$
Consulting fees paid or accrued to Derick Sinclair CFO
Accounting fees paid or accrued to a company controlled by
Derick Sinclair CFO
Legal fees for services from Greg Beniston a consultant and
director of the Company
Share-based payments for options issued to Officers and
Directors
Total key management personnel compensation
Quarter ended
31-Mar-15
40,000 $
9,000
$
Year ended
31-Dec-14
160,000
36,000
1,500
6,000
-
3,121
4,500
67,835
55,000
$
272,956
During the three months ended March 31, 2015 the Company issued 1,180,000 units to officers
and directors of the Company for debts owed, of which 780,000 units valued at $39,000 to Doug
Unwin the Company’s CEO and 400,000 units valued at $20,000 to Derick Sinclair the
Company’s CFO. Each unit is comprised of one common share and one share purchase
warrant exercisable for one common share at an exercise price of $0.15 until March 20, 2016.
During the three months ended March 31, 2015 Doug Unwin the Company’s CEO advanced
$1,412 to pay operating expenses of the Company. On February 6, 2015 the Company issued a
Promissory Note for $12,500 to Doug Unwin the Company’s CEO as partial payment for the
operating expenses paid by Mr. Unwin in the 2015. The note is interest free, unsecured and
matures on February 6, 2016.
During the three months ended March 31, 2015, 150,000 options, vested on grant, to purchase
common shares of the Company for 5 years with an exercise price of $0.10 were issued to
Wendi Rodrigueza a director of the Company. For the three months ended March 31, 2014,
525,000 options to purchase common shares of the Company for 5 years with an exercise price
of $0.10 were issued to the directors and officers of the Company.
6.
SHARE CAPITAL
Class A Common Shares
Authorized
Unlimited
1,500,000
1,000,000
Class A common shares without par value
Class B Series I preferred shares without par value
Class B Series II preferred shares without par value
Issued
40,976,825
NIL
NIL
Class A common shares without par value
Class B Series I preferred shares without par value
Class B Series II preferred shares without par value
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 6
On March 20, 2015 the Company closed the second tranche of a non-brokered private
placement and issued 2,000,000 units at $0.05 per unit for cash proceeds of $41,000 (of which
$30,000 was received in 2014 and $11,000 received in 2015) and to retire debts totaling
$59,000. Each unit is comprised of one common share and one share purchase warrant
exercisable for one common share at an exercise price of $0.15 until March 20, 2016.
On October 3, 2014 the Company closed the first tranche of a non-brokered private placement
and issued 1,520,000 units at $0.05 per unit for cash proceeds of $6,000 and to retire debts
totaling $70,000. The debts related to consulting services by arm’s length parties for $20,000
and reduction of $50,000 in balance owing to a related party. Each unit is comprised of one
common share and one share purchase warrant exercisable for one common share at an
exercise price of $0.15 until October 3, 2015. Each share purchase warrant included was
assessed a value of $0.01 based on the residual value method. As such, a total of $15,200 was
allocated to Warrant reserves.
Stock options and share based payments:
As at March 31, 2015, and December 31, 2014 the following stock options were outstanding
and exercisable:
Expiry Date
05-Mar-15
11-Jun-15
30-Oct-15
10-Jan-17
03-Jul-17
21-Dec-17
04-Apr-18
16-Sep-18
30-Oct-18
07-Mar-19
30-Oct-20
02-Feb-18
02-Feb-20
Balance
Exercise
Price $
0.27
0.06
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.25
0.10
0.11
31-Mar-15 31 Dec 14
375,000
500,000
500,000
200,000
400,000
475,000
475,000
450,000
450,000
350,000
350,000
100,000
100,000
100,000
100,000
525,000
525,000
200,000
200,000
250,000
150,000
3,100,000
3,675,000
On January 10, 2015, 90 days after their consulting agreement was terminated, 400,000 options
issued to consultants with an original expiry date of January 10, 2017 were cancelled.
On February 28, 2015, 90 days after their consulting agreement was terminated, 200,000
options issued to consultants with an original expiry date of October 30, 2015 were cancelled.
On February 2, 2015, the Company issued 400,000 options to purchase common shares oof the
company:150,000, 5 years options with an exercise price of $0.10 were issued to Wendi
Rodrigueza a director of the Company, and 250,000, 3 years options with an exercise price of
$0.25 were issued to a consultant.
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 7
The options outstanding and exercisable at March 31, 2015, have a weighted average
remaining contractual life of 2.6 years (December 31, 2014 – 3.1 years). During three months
ended March 31, 2015, 400,000 options were issued (year ended December 31, 2014 –
1,925,000). Stock option activity was as follows:
March 31, 2015
December 31, 2014
Options
Exercise
Options
Exercise
Outstanding Price $ Outstanding Price $
Balance beginning of year
3,675,000 $
0.11
1,900,000 $ 0.15
Expired/Cancelled
(975,000)
0.17
(150,000)
0.27
Issued
400,000
0.19
1,925,000
0.09
Balance at year end
3,100,000 $
0.11
3,675,000 $ 0.11
The fair value of share based awards is determined using the Black-Scholes Option Pricing
model. The model utilizes certain subjective assumptions including the expected life of the
option and expected future stock price volatility. Changes in these assumptions can materially
affect the estimated fair value of the Company’s stock options. The Company used the BlackScholes Option Pricing Model for multiple stock option grants occurring in 2014 and 2014. The
Company issued 400,000 options during the three months ended March 31, 2015: 250,000 3
year options with a strike price of $0.25 and 150,000 5 year options to a director Wendi
Rodrigueza with a strike price of $0.10. The assumptions used in the Black-Scholes Option
Pricing Model for employees, directors and consultants were:
Dividend yield
Expected volatility
Risk free interest rate
Expected life in years
Grant date fair value per option
March 31, 2015 December 31, 2014
0%
0%
416% - 447%
299% - 308%
3.39% - 4.74%
0.78% - 1.63%
42,127
1-5
$0.10 - $0.15
$0.05 - $0.08
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 8
Warrants:
As at March 31, 2015, and December 31, 2014, the following share purchase warrants were
issued and outstanding:
Expiry
Date
12-Feb-15
01-May-15
03-Oct-15
28-Feb-16
01-Oct-16
08-Oct-16
18-Oct-16
18-Oct-16
05-Nov-16
05-Nov-16
20-Mar-16
Exercise
Price $
$0.22
$0.22
$0.15
$0.10
$0.10
$0.10
$0.10
$0.10
$0.10
$0.10
$0.15
31 Mar 15 31 Dec 14
1,000,000
1,300,000 1,300,000
1,520,000 1,520,000
700,000
700,000
2,160,000 2,160,000
90,000
90,000
1,980,000 1,980,000
40,000
40,000
6,730,000 6,730,000
50,000
50,000
2,000,000
16,570,000 15,570,000
The warrants outstanding and exercisable at March 31, 2015, have a weighted average
remaining contractual life of 1.2 years (2014 – 1.5 years). Warrant activity was as follows:
to March 31, 20015
2014
Warrants Exercise Warrants Exercise
Outstanding Price $ Outstanding Price $
Opening balance 15,570,000 $ 0.12 18,219,836 $ 0.14
Expired
(1,000,000)
0.22
(4,869,836)
0.18
Issued
2,000,000
2,220,000
0.13
Closing balance
16,570,000 $ 0.10 15,570,000 $ 0.12
7.
FINANCIAL INSTRUMENTS AND RISK
As at March 31, 2015, the Company’s financial instruments consist of cash and cash
equivalents, trade payables, due to related parties, a convertible note and a derivative liability.
The carrying value of cash and cash equivalents, trade payables, and due to related parties
approximate their fair values because of the short term nature of these instruments. The fair
value of the convertible note is its face value of $50,000 while the derivative liability is carried at
fair value determined using level 3 measurement techniques (see below).
Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk
consist principally of cash and cash equivalents. To minimize the credit risk the Company
places these instruments with a high credit quality financial institution.
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 9
Liquidity Risk
Of the Company’s financial liabilities, $612,771 are due on demand, $267,474 are due in 30-90
days and $50,000 are due in 254 days. The Company manages liquidly risk through
management of its capital resources discussed above.
Foreign Exchange Risk
The Company is not exposed to foreign exchange risk on its financial instruments.
Interest Rate Risk
At March 31, 2015, the Company is not exposed to significant interest rate risk as its interest
bearing debt is short term at fixed rates.
Fair Value
The Company provides information about financial instruments that are measured at fair value,
grouped into Level 1 to 3 based on the degree to which the inputs used to determine the fair
value are observable.

Level 1 fair value measurements are those derived from quoted prices in active
markets for identical assets or liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted
prices included within Level 1, that are observable either directly or indirectly.
Level 3 fair value measurements are those derived from valuation techniques that
include inputs that are not based on observable market data.


Cash and cash equivalents are measured using level 1 fair value inputs. The derivative
component of the convertible note is measured using level 3 fair value inputs.
8.
SUPPLEMENTIAL CASH FLOW INFORMATION
During the three months ended March 31, 2015, the Company had the following non-cash
transactions:


The issuance of 1,180,000 units to retire $59,000 in debt to related parties (Note 5 and
6).
Recognition of an increase to the derivative liability of $1,000 (Note 4).
The Company did not have any non-cash transactions during three months ended March 31,
2015.
9.
SUBSEQUENT EVENTS
On April 1, 2015 the Company announced it had received regulatory approval to re-price
warrants outstanding as at March 30, 2015, to an exercise price of three cents for a period of 30
days. After the 30 days have lapsed, any warrants that have not been exercised will revert back
to the original terms of the warrant. This offer will be available to all eligible warrant holders of
record on March 30, 2015, for 30 days starting April 1, 2015. The Company has a total of 15.49
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 10
million warrants eligible to participate in the re-pricing offer, which could be exercised for an
aggregate total of up to $464,700.
On April 28, 2015 the Company announced it had received regulatory approval to extend the
time frame to exercise the previously announced, on April 1, 2015. The repricing of warrants
outstanding as at March 30, 2015 to an exercise price of three cents, has now been extended to
May 15, 2015.All other terms and conditions remain the same as announced on April 1, 2015.
On May 12, 2015 the Company signed a binding letter of intent (LOI) with Pilotage South Corp.
of Wyoming (Pilotage) to sell the Company’s technology assets for the development of
therapies for fibrosis (PTL-202) and erectile dysfunction (ED) (PTL-2015). In return for the
assets Pilotage or its assignee will issue to the Company a note for 15,000,000 common shares
of Pilotage or its assignee. In addition on the sale of the Company’s therapeutic assets to a third
party, the Company will receive 6% of the value of that transaction. Between the closing of the
asset sale to Pilotage and the issuance of the 15,000,000 common shares, Pilotage will pay to
the Company an annual maintenance fee of $50,000. Pilotage or assignee will also assume up
to $500,000 of debt owed to officers and directors of the company clearing these liabilities from
the Company’s balance sheet.
The note has a 5 year term. If the shares are not issued to the Company within 3 years then the
Company may trigger the exchange of the shares for the note. If at the end of the term the
shares have not been issued then Pilotage must return the assets to the Company.
In the event that the Company’s shareholders do not approve this transaction at a special
general meeting then Pilotage will be eligible for a break fee of $100,000 payable in cash or
shares of the Company.
SCHEDULE B: SUPPLEMENTARY INFORMATION
The supplementary information set out below must be provided when not
included in Schedule A.
1.
Related party transactions
Provide disclosure of all transactions with a Related Person, including those
previously disclosed on Form 10. Include in the disclosure the following
information about the transactions with Related Persons:
(a)
(b)
A description of the relationship between the transacting parties. Be as
precise as possible in this description of the relationship. Terms such as
affiliate, associate or related company without further clarifying details are
not sufficient.
A description of the transaction(s), including those for which no amount
has been recorded.
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 11
(c)
(d)
(e)
(f)
2.
The recorded amount of the transactions classified by financial statement
category.
The amounts due to or from Related Persons and the terms and
conditions relating thereto.
Contractual obligations with Related Persons, separate from other
contractual obligations.
Contingencies involving Related Persons, separate from other
contingencies.
Summary of securities issued and options granted during the period.
Provide the following information for the period beginning on the date of the last
Listing Statement (Form 2A):
(a)
Date of
Issue
Type of
Security
(common
shares,
convertible
debentures,
etc.)
March
17,
2015
March
17,
2015
Common
shares and
warrants
Common
shares and
warrants
(b)
Date
February
12, 2015
February
Number
150,000
250,000
summary of securities issued during the period,
Type of
Issue
(private
placement,
public
offering,
exercise of
warrants,
etc.)
Private
placement
Private
placement
Total
Proceeds
Type of
Consideration
(cash,
property, etc.)
Describe
relationship
of Person
with Issuer
(indicate if
Related
Person)
Commission
Paid
Number
Price
820,000
$0.05
$41,000
cash
no
Nil
1,180,0
00
$0.05
$59,000
debt
settlement,
Directors
and officers
Nil
summary of options granted during the period,
Name of Optionee
if Related Person
and relationship
Generic description
of other Optionees
Wendi Rodrigueza
Small Cap Invest Ltd.
Exercise Price
Expiry Date
$0.10
February 12,
2020
February 12,
$0.25
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 12
Market
Price on
date of
Grant
$0.03
$0.03
12, 2015
2020
3.
Summary of securities as at the end of the reporting period.
Provide the following information in tabular format as at the end of the reporting
period:
(a)
description of authorized share capital including number of shares for
each class, dividend rates on preferred shares and whether or not
cumulative, redemption and conversion provisions,
Authorized and Issued Share Capital
The authorized capital of the Issuer consists of an unlimited number of Common Shares
without par value, 1,500,000 of Class B Series I preferred shares without par value, and
1,000,000 Class B Series II preferred shares without par value. As at the date of this
annual listing statement there are 40,976,825 Common Shares issued and outstanding
as fully paid and non-assessable shares, Nil Class B Preferred Shares Series I issued
and outstanding as fully paid and non-assessable shares and Nil Class B Preferred
Shares Series II issued and outstanding as fully paid and non-assessable shares.
(b)
Designation
of Security
number and recorded value for shares issued and outstanding,
Amount
authorized
or
to
be
authorized
Amount
outstanding
as of the
date of this
Statement
Shares
subject to
escrow or
pooling
agreements
Common
Unlimited
(1)
(2)
Shares
Class
B 1,500,000
Preferred
Shares Series
I (3)
40,976,825
$2,800,010
Nil
$Nil
Nil
Class
B 1,000,000
Preferred
Shares Series
II (3)
Nil
$Nil
Nil
Nil
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 13
(c)
description of options, warrants and convertible securities outstanding,
including number or amount, exercise or conversion price and expiry date,
and any recorded value, and
As at March 31, 2015 the Issuer had 16,570,000 warrants and 3,100,000 options
outstanding. The following table shows the details for the outstanding warrants and
options.
Description of Security
(include conversion /
exercise terms, including
conversion / exercise price)
2013 Unit Warrants 1 whole
warrant per unit exercisable at
$0.22 up until May 1, 2015
2013 Unit Warrants 1 whole
warrant per unit exercisable at
$0.10 up until October 8, 2016
2013 Unit Warrants 1 whole
warrant per unit exercisable at
$0.10 up until October 18,
2016
2013 Unit Warrants 1 whole
warrant per unit exercisable at
$0.10 up until November 5,
2016
2014 Unit Warrants 1 whole
warrant per unit exercisable at
$0.10 up until October 3, 2015
Incentive Warrants 1 whole
warrant per unit exercisable at
$0.10 up until February 28,
2016
2015 Unit Warrants 1 whole
warrant per unit exercisable at
$0.10 up until March 20, 2015
Options expiring July 3, 2017,
with an exercise price of $0.10
Options expiring December
21, 2017 with an exercise
price of $0.10
Options expiring April 4, 2018
with an exercise price of $0.10
Options expiring September
16, 2018 with an exercise
price of $0.10
Number of convertible /
exchangeable securities
outstanding
Number of listed securities
issuable upon conversion /
exercise
1,300,000
1,300,000
2,250,000
2,250,000
2,020,000
2,020,000
6,780,000
6,780,000
1,520,000
1,520,000
700,000
700,000
2,000,000
2,000,000
475,000
475,000
450,000
450,000
350,000
100,000
100,000
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 14
Options expiring March 2,
2019 with an exercise price of
$0.10
Options expiring October 28,
2017 with an exercise price of
$0.10
Options expiring October
28,2019 with an exercise price
of $0.10
Options expiring June 11,
2015 with an exercise price of
$0.06
Options expiring February 2,
2018 with an exercise price of
$0.25
Options expiring February 12,
2020 with an exercise price of
$0.10
(d)
525,000
525,000
100,000
100,000
200,000
200,000
500,000
500,000
250,000
250,000
150,000
150,000
number of shares in each class of shares subject to escrow or pooling
agreements or any other restriction on transfer.
Nil
4.
List the names of the directors and officers, with an indication of the
position(s) held, as at the date this report is signed and filed.
SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS
PACIFIC THERAPEUTICS LTD.
MANAGMENTS’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Three-Month Ended March 31, 2015
Overview
This MD&A has been prepared as of May 29, 2015 and the following information should be read in
conjunction with the Issuer’s un-audited financial statements for the quarter ended March 31, 2015
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 15
together with the notes thereto. The Issuer’s financial statements for the period have been prepared in
accordance with International Financial Reporting Standards (IFRS).
This discussion contains forward-looking statements that involve certain risks and uncertainties.
Statements regarding future events, expectations and beliefs of management and other statements that do
not express historical facts are forward-looking statements. In this discussion, the words “believe”,
“may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “potential” and
similar expressions, as they relate to the Issuer, its business and management, are intended to identify
forward looking statements. The Issuer has based these forward-looking statements largely on its current
expectations and projections about future events and financial trends affecting the financial condition of
the business. Forward-looking statements should not be read as a guarantee of future performance or
results, and will not necessarily be accurate indications of the times at, or by, which such performance or
results will be achieved. Forward looking statements are based on information available at the time those
statements are made and/or management’s good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual performance or results to differ
materially from those expressed in or suggested by the forward-looking statements.
Except as may be required by applicable law or stock exchange regulation, the Issuer undertakes no
obligation to update publicly or release any revisions to these forward looking statements to reflect events
or circumstances after the date of this document or to reflect the occurrence of unanticipated events.
Accordingly, readers should not place undue reliance on forward-looking statements. If the Issuer updates
one or more forward-looking statements, no inference should be drawn that additional updates will be
made with respect to those or other forward-looking statements. Additional information relating to the
Issuer, is available by accessing the SEDAR website at www.sedar.com.
Business Overview and Strategy
The Issuer is a development stage specialty pharmaceutical company. The Issuer is focused on developing
late stage clinical therapies and in-licensed novel compounds for Fibrosis, Erectile Dysfunction (ED) and
other indications. The Issuer’s lead compound for Fibrosis, PTL-202 is a combination of already
approved drugs which have well established safety profiles. PTL-202 has completed a phase 1 drug/ drug
interaction clinical trial. The Issuer’s lead product for Erectile Dysfunction PTL-2015 is an oral
dissolving version of a top selling therapy for ED. PTL-2015 has completed a pilot bioavailability study
in humans.
The Issuer will continue to operate virtually, outsourcing all non-core activities such as pre-clinical
research and clinical trials and manufacturing. The Issuer will continue to build core skills in managing
clinical development of therapies, licensing and commercialization. The Issuer will use its skills, taking
in-licensed approved and late stage drug candidates through Phase 2 proof of concept human clinical
trials. The Issuer currently is focused on therapies for rare fibrosis indications including Idiopathic
Pulmonary Fibrosis (IPF), Liver Cirrhosis, Scleroderma Associated Pulmonary Fibrosis, Lung Transplant
Rejection as well as ED. The Issuer’s strategy is to sell or out-license its product candidates and
technologies after completing Phase 2 clinical trial proof of principal studies, however given the current
interest of larger pharmaceutical companies in orphan diseases and fibrosis and the financial markets lack
of interest in financing an early stage junior public company, the Company may be forced into partnering
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 16
out the development of its candidates at an earlier stage At the completion of a phase 2 proof of concept
trial the value of product candidates generally have been maximized in relation to the capital spent to
develop them. In the case of PTL-2015 the strategy is to complete the required clinical trials and register
the product for marketing approval in Europe prior to entering a commercialization and distribution
agreement however, lack of interest in financing an early stage junior public company, the Company may
be forced into partnering out the development of PTL-2015 at an earlier stage to finance the final trial and
application for marketing authorization.
Given the company’s inability to secure significant financing to move forward with its product candidates
the company is looking in to alternative solutions to maintain shareholder value as well as move the
product candidates forward.
Overall Performance
The Issuer’s plan is to continue to operate virtually, outsourcing all non-core activities such as pre-clinical
research and clinical trials and manufacturing. Also given the company’s inability to secure significant
financing to move forward with its product candidates the company is looking in to alternative solutions
to maintain shareholder value as well as move the product candidates forward.
Corporate Highlights
During the first three months of 2015 the Issuer accomplished the following:



On January 6, 2015 the Company announced that it has secured DTC eligibility by The
Depository Trust Company (DTC) for its shares traded in the United States under the symbol
PCFTF.
On February 24, 2015 the Company issue a total of 150,000 options to purchase common shares
to a director and a consultant under the 2014 stock option plan as approved at the Company’s
previous annual general meeting.
Also on February 24, 2015 the Company issued 250,000, 3 year options with an exercise price of
$0.25 to under an agreement with Small Cap Invest Ltd. and the remaining 150,000, 5 year
options with an exercise price of $0.10 to a director of the Company.

On February 24, 2015 the Company announced it had entered into an agreement with Small Cap
Invest Ltd. (Small-Cap), a Frankfurt-based financial service company. Serving as a contractor,
Small-Cap will develop investor and public relations across Europe, and use an impressive
breadth of experience to ultimately facilitate the commercialization of the Company’s therapies in
European markets.

On March 17, 2015, the Company issued 2,000,000 shares and warrants for gross proceeds of
$100,000 ($41,000 in cash proceeds and $59,000 to retire accounts payable). One warrant may be
exercised to purchase a common share for $0.15 for up to one year. Officers of the company have
participated in the private placement. Directors and officers of the company participated in the
financing, converting, $52,750 of accounts payable in to units.
Selected Financial Information
The financial information reported here has been prepared in accordance with IFRS. The Issuer uses the
Canadian dollar (CDN) as its reporting currency. Selected un-audited financial data for interim operations
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 17
of the Issuer for the three months ended March 31, 2015, March 31, 2014 and March 31, 2013 is
presented below:
Selected Statement of Operations Data
Period ended
Three Months Three Months Three Months
ended March ended March ended March
31, 2015 (1)
31, 2014 (1)
31, 2013 (1)
Total revenues
Net and Comprehensive loss
Basic loss per share
Diluted loss per share
(Unaudited)
Weighted average shares
(1)
$Nil
$(113,905)
$(0.003)
$(0.003)
$Nil
$(174,225)
$(0.005)
$(0.005)
$Nil
$(174,535)
$(0.01)
$(0.01)
39,240,561
37,456,825
23,526,825
Financial data for the quarter prepared using IFRS
The net loss and comprehensive loss from operations of $113,905 for the three months ended March 31,
2015 decreased when compared to the loss and comprehensive loss from operations of $174,225 for the
three months ended March 31, 2014. The decreased loss is primarily due to a decrease in bank charges
and interest, insurance, professional fees and share based payments in the three month period ended
March 31, 2015 as compared to the three month period ended March 31, 2014. These decreased expenses
were offset by an increase in advertising and promotion and interest on convertible note in the three
months ended March 31, 2015.
Selected Balance Sheet Data
March 31,
2015 (1)
Period ended
Cash & Equivalents
Current assets
Property and equipment (net of depreciation)
Patents & Licenses (net of amortization)
March 31,
2014(1)
$944
1,829
Nil
63,644
$10,220
60,679
2,038
59,579
Total Assets
Current liabilities
Non-Current liabilities
65,644
973,141
Nil
122,296
664,725
Nil
Total liabilities
973,141
664,725
$(971,312)
$(604,046)
Working Capital
(1)
Financial data prepared using IFRS
Cash and equivalents decreased in the first three months by $569 from $1,513 on December 31, 2014 to
$944 as of March 31, 2015.
Comparison of the Quarters ending March 31, 2015, March 31, 2014 and March 31, 2013
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 18
As the focus of management during the first three months of 2015 was on preparing for further clinical
trials of PTL-202 and PTL-2015 no revenues were realized.
Revenues
The Issuer has no drug therapies approved or for sale and has not generated any revenue from the sale of
drug therapies. The Issuer has not recognized any revenue since inception through March 31, 2015. The
Issuer does not expect to receive any revenues until after the completion of the Phase 2 trial of PTL-202
or the approval for marketing of PTL-2015.
The Issuer’s revenues will be earned through upfront payments from licenses, milestone payments
included in-licenses and royalty income from licenses. The Issuer’s revenues will depend on out
licensing the Issuer’s drug candidates to suitable development and commercialization partners and its
partners’ abilities to successfully complete clinical trials and commercialize the Issuer’s drug candidates
worldwide.
Expenses
The net loss and comprehensive loss from operations for the three months ended March 31, 2015 was
$113,905 (March 31, 2014 - $174,225) a favorable variance of $60,320. The decreased loss is primarily
due to a decrease in bank charges and interest of $1,059, insurance of $6,000, Professional fees of $7,049,
rent and occupancy of $2,250 and share based payments of $59,942 in the three month period ended
March 31, 2015. These decreases were offset by increases in advertising and promotion of $10,882,
financial instrument loss of $1,000 and interest on convertible note of $10,402.
The net loss and comprehensive loss from operations for the three months ended March 31, 2014 was
$174,225 (March 31, 2013 - $174,535) a favorable variance of $310. The decreased loss is primarily due
to a license write-off of $42,510 in the three month period ended March 31, 2013, decrease in investor
relations of $22,500, loss on derivative liability of $18,950 and a decrease in advertising and promotion of
$8,655. These decreases were offset by increases in stock based compensation in 2014 of $71,940 as the
Company issued 925,000 options to directors, officers, advisors and consultants of the Company to
purchase common shares of the Company for proceeds of $0.10 per common share, 400,000 options
expire January 10, 2017 and 525,000 options expire march 2, 2019, decrease in professional fees and
wages of $16,305 and increase travel costs of $3,835.
Research & Development Expense
Research and development expense consists primarily of salaries for management of research contracts
and research contracts for pre-clinical studies, clinical studies and assay development as well as the
development of clinical trial protocols and application to government agencies to conduct clinical trials,
including consulting services fees related to regulatory issues and business development expenses related
to the identification and evaluation of new drug candidates. Research and development costs are expensed
as they are incurred.
Three Months
ended March
31, 2015
Three Months Three Months
ended March ended March
31, 2014
31, 2013
Research and Development
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 19
Expenses
Personnel, Consulting, and
Stock-based Compensation
License Fees and Subcontract
research
Facilities and Operations
Less: Government contributions
Total
$Nil
$Nil
$Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NIl
$Nil
$Nil
$Nil
For the three months ended March 31, 2015 research and development costs were $Nil (March 31, 2014 $Nil, March 31, 2014 $Nil). The lack of spending on research and development in 2015, 2014 and 2013 is
due to a lack of funds to conduct clinical trials on PTL-202.
During the next twelve months, subject to available funding the Issuer intends to test the bioavailability of
a once a day formulation of PTL-2015, a treatment for erectile dysfunction. Also, during the next twelve
months, subject to funding the Issuer intends to complete a dose escalating study of a once a day
formulation of PTL-202 as well as develop data for chemistry, manufacturing and control for a regulatory
submission. The pivotal study will include testing PTL-202 in humans for bio-equivalency and drug/drug
interactions. These trials will be human trials of PTL-202 (Phase 1) and will be conducted in healthy
individuals.
The Issuer contracted Biopharmaceutical Research Inc. (BRI) of Vancouver, BC to develop and qualify
an analytical method to determine if any new molecules are created when Pentoxifylline and NAC are
administered together as opposed to when they are delivered individually. This analytical method was
used to analyze the blood samples from patients from the drug/drug interaction study in 2012 and will be
used in the future pivotal study
The Issuer has entered into the IntelGenx Development and Commercialization Agreement for the
formulation, pilot testing and manufacturing of PTL-202. The formulation services include; analytical
characterization of the combination, pre-formulation trials, formulation development and pilot studies.
Upon completion of the pilot studies, scale up and manufacturing process development a CRO will be
contracted to develop data for regulatory submission.
Research and development expenses of approximately $250,000 are required for the pivotal trial scale-up
and process development of PTL-202 and an additional $240,000 will be required for the bioequivalence
trial of the formulated product. The results of this work may provide the information required for a
regulatory submission to move PTL-202 into a phase 2 study. The cost of the regulatory submission is
budgeted at $500,000.
Additional financing will be required to complete the development and commercialize PTL-202. There is
no assurance that such financing will be available or that the Issuer will have the capital to complete this
proposed development and commercialization.
The Issuer was able to complete the formulation, drug/drug interaction study of PTL-202, analyzing the
blood samples and analyzing the data from the drug/drug interaction trial in 2012 as planned. The
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 20
Issuer’s clinical development studies and regulatory considerations relating to PTL-202 are subject to
risks and uncertainties that may significantly impact its expense estimates and development schedules,
including:






the scope, rate of progress and cost of the development of PTL-202;
uncertainties as to future results of the drug/drug interaction study of PTL-202;
uncertainties as to future results of the formulation development and pilot study of PTL-202;
the issuers ability to enroll subjects in clinical trials for current and future studies;
the Issuer’s ability to raise additional capital; and
the expense and timing of the receipt of regulatory approvals.
Also the Issuer has plans to initiate a bioequivalence study of PTL-2015 for ED and make application to a
regulatory for marketing approval. The budget for the development of PTL-2015 is $1,000,000.
General and Administrative Expenses
General and administrative costs consist primarily of personnel related costs, non-intellectual property
related legal costs, accounting costs and other professional and administrative costs associated with
general corporate activities.
During the three months ended March 31, 2015 total general and administrative costs were $113,905
(March 31, 2014 - $174,451) a decrease of $60,546. The decreased loss is primarily due to a decrease in
bank charges and interest of $1,059, insurance of $6,000, Professional fees of $7,049, rent and occupancy
of $2,250 and share based payments of $59,942 in the three month period ended March 31, 2015. These
decreases were offset by increases in advertising and promotion of $10,882, financial instrument loss of
$1,000 and interest on convertible note of $10,402.
During the three months ended March 31, 2014 total general and administrative costs were $174,451
(March 31, 2013 - $112,175) an increase of $62,276. The increased loss is primarily due to options issued
during the quarter valued at $71,940 using the Black-Scholes Option Pricing Model, an increase
professional fees and salaries of $16,306 and increased travel expenses of $3,835, partly offset by a
decrease in advertising and promotion of $8,655 and investor relations of $22,500.
During 2015 and beyond, as PTL-202 and PTL-2015 begin clinical development and as operations are
developed to move PTL-202, PTL-2015 and other drug candidates through the clinical trial process,
general and administrative expenses will increase. Increases in personnel costs, professional fees and
expenses related to additional equipment will make up a significant portion of these planned expenditures.
Intellectual Property and Intangible Assets
All license and option fees paid to licensors for intellectual property licenses are accrued to intangible
assets on the Issuer’s financial statements. In addition, any expenses for intellectual property protection
including patent lawyers services fees and any filing fees with government agencies or the WIPO are
accrued to intangible assets. There was a decrease in intangible assets in the first three months ended
March 31, 2015 of $846 as compared to the year ended December 31, 2014, due to amortization for the
period of $1,479 partly offset by patent fees of $633.
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 21
There was a decrease in intangible assets in the first three months ended March 31, 2014 of $334 as
compared to the year ended December 31, 2013, due to amortization for the period of $957 partly offset
by patent license fee of $623.
Interest Expense/(Income)
The interest expense in the three months ended March 31, 2015 $10,402 (March 31, 2014 –$Nil). The
interest expense increase was due to the convertible loan owed to Interwest.
The interest expense in the three months ended March 31, 2014 was $Nil (March 31, 2013 –$900). The
interest expense decrease was due to payment of the Interwest loan.
Profits
At this time, the Issuer is not anticipating profit from operations. Until such time as the Issuer is able to
realize profits from the out licensing of products under development, the Issuer will report an annual
deficit and quarterly deficit and will rely on its ability to obtain equity/or debt financing to fund on-going
operations. For information concerning the business of the Issuer, please see “Business Overview and
Strategy”.
Stock Based Compensation
For the three months ended March 31, 2015 stock based compensation was $11,998 (March 31, 2014 $71,940, March 31, 2013 - $Nil). The Company issued 400,000 options valued at $11,998 using the
Black-Scholes option pricing model. 150,000 options entitles the holder to purchase one common share at
$0.10 for a period of 5 years. 250,000 options entitles the holder to purchase one common share at $0.25
for a period of 2 years.
For the three months ended March 31, 2014 stock based compensation was $71,940 (March 31, 2013 $Nil, March 31). The Company issued 925,000 options valued at $71,940 using the Black-Scholes option
pricing model. Each option entitles the holder to purchase one common share at $0.10 for a period of 5
years.
Selected Quarterly Information
March
31, 2015
$
December
31, 2014
$
September
31, 2014
$
June 30, March
2014
31, 2014
$
$
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 22
December September
31, 2013
31, 2013
$
$
June 30,
2013
$
Total Revenues
Net Loss
Nil
Nil
Nil
Nil
(135,543)
(0.00) (0.01)
944 1,513
(113,905) (234,287)
Loss per Share
basic and diluted
Cash
Total Assets
Non-Current
Liabilities
65,473 67,315
973,141
Nil
Nil
Nil
Nil
Nil
(149,592) (174,225) (308,768)
(104,895)
(152,648)
(0.00)
(0.00)
(0.00)
(0.01)
(0.00)
(0.01)
8,370
1,905
10,220
180,692
7,523
1,927
87,769
81,660
122,296
287,043
136,900
78,413
Nil
Nil
Nil
Nil
Nil
Nil
Liquidity and Capital Resources
At March 31, 2015 the Issuer had cash and cash equivalents of $944 (December 31, 2014 - $1,513) and a
working capital deficit of $971,312 (December 31, 2014 – deficit $604,046). Working capital is defined
as current assets less current liabilities.
The Issuer’s Cash flows from financing activities during the three months ended March 31, 2015
consisted of the issue of common shares, net of subscriptions received in advance of $11,000 and an
increase in amounts due related parties of $64,412. In the three months ended March 31, 2014 financing
consisted of repayment of a promissory note and interest of $30,900. In the three months ended March 31,
2013 the Company received $52,970 from issuance of common shares and repaid a demand loan of
$22,000, with receipts from a promissory note and warrants generating $6,452.
Cash utilized in operating activities during the three months ended March 31, 2015 was $75,348 (March
31, 2014 - $138,949, March 31, 2013 - $38,026,). This difference between March 31, 2015 and March 31,
2014 was primarily due to a decrease in net loss and comprehensive loss. The difference between March
31, 2014 and March 31, 2013 was primarily due to a decrease in accounts payable of $64,268 and an
increase in share based payments of $71,940.
At March 31, 2015, share capital was $2,800,010 comprising 40,976,825 issued and outstanding Common
Shares (December 31, 2014 – $2,760,010 comprising 38,976,825) issued and outstanding Common
Shares) as 2,000,000 shares were issued in the three months ended March 31, 2015.
Warrant and Option Reserves at March 31, 2015, is $321,379 (December 31, 2014 – $289,766) the
increase is the result of the Company issuing On February 2, 2015, 400,000 options to purchase common
shares of the company:150,000, 5 years options with an exercise price of $0.10 were issued to Wendi
Rodrigueza a director of the Company, and 250,000, 3 years options with an exercise price of $0.25 were
issued to a consultant. In addition 2,000,000 1 year warrants were issued on March 17 with an exercise
price of $0.15
As a result of the net loss for the period ending March 31, 2015 of $113,905 (March 31, 2014 - $174,225,
March 31, 2013 - $174,534,), the deficit at March 31, 2015 increased to $4,029,057 from $3,955,537 as at
December 31, 2014.
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 23
At present, the Issuer’s operations do not generate cash inflows and its financial success after March 31,
2015 is dependent on management’s ability to continue to obtain sufficient funding to sustain operations
through the development stage and successfully bring the Issuer’s technologies to the point that they may
be out licensed so that the Issuer achieves profitable operations. The research and development process
can take many years and is subject to factors that are beyond the Issuer’s control.
In order to finance the Issuer’s future research and development and to cover administrative and overhead
expenses in the coming years the Issuer may raise money through equity sales. Many factors influence
the Issuer’s ability to raise funds, including the Issuer’s track record, and the experience and calibre of its
management. Actual funding requirements may vary from those planned due to a number of factors,
including the progress of research activities. Management believes it will be able to raise equity capital as
required in the long term, but recognizes there will be risks involved that may be beyond their control.
Should those risks fully materialize, it may not be able to raise adequate funds to continue its operations.
Off Balance Sheet Arrangements
There are currently no off balance sheet arrangements which could have an effect on current or future
results or operations or the financial condition of the Company.
Transactions with Related Parties
Salary paid or accrued for Doug Unwin CEO
$
Promissory note
Consulting fees paid or accrued to Derick Sinclair CFO
Accounting fees paid or accrued to a company controlled by
Derick Sinclair CFO
Legal fees for services from Greg Beniston a consultant and
director of the Company
Share-based payments for options issued to Officers and
Directors
Total key management personnel compensation
$
Quarter ended
31-Mar-15
40,000 $
13,462
9,000
Year ended
31-Dec-14
160,000
73,213
36,000
1,500
6,000
-
3,121
-
67,835
63,962
$
346,169
Subsequent Events

On April 1, 2015 the Company announced that it had received regulatory approval to re-price
Warrants outstanding as at March 30, 2015 (the “Warrants”) to an exercise price of $0.03 for a
period of 30 days. After the 30 days have lapsed any warrants that have not been exercised will
revert back to the original terms of the warrant.

On April 10, 2015 the Company announced that the United States Patent Office (PO) has issued a
Notice Of Allowability for the Company’s patent application, Compositions and Methods for
Treating fibroproliferative Disorders.

On April 28, 2015 the Company announced it had received regulatory approval to extend the time
frame to exercise the previously announced, on April 1, 2015. The re-pricing of warrants
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 24
outstanding as at March 30, 2015 to an exercise price of three cents, has now been extended to
May 15, 2015. All other terms and conditions remain the same as announced on April 1, 2015.

On May 12, 2015 the Issuer signed a binding letter of intent (LOI) with Pilotage South Corp. of
Wyoming (Pilotage) to sell the Company’s technology assets for the development of therapies for
fibrosis (PTL-202) and erectile dysfunction (ED) (PTL-2015). In return for the assets Pilotage or
its assignee will issue to the Company a note for 15,000,000 common shares of Pilotage or its
assignee. In addition on the sale of the Company’s therapeutic assets to a third party, the
Company will receive 6% of the value of that transaction. Between the closing of the asset sale to
Pilotage and the issuance of the 15,000,000 common shares, Pilotage will pay to the Company an
annual maintenance fee of $50,000. Pilotage or assignee will also assume up to $500,000 of debt
owed to officers and directors of the company clearing these liabilities from the Company’s
balance sheet.
The note has a 5 year term. If the shares are not issued to the Company within 3 years then the
Company may trigger the exchange of the shares for the note. If at the end of the term the shares
have not been issued then Pilotage must return the assets to the Company.
In the event that the Company’s shareholders do not approve this transaction at a special general
meeting then Pilotage will be eligible for a break fee of $100,000 payable in cash or shares of the
Company.
Proposed Transactions
As at the date of this MD&A there are no transactions currently contemplated by the Issuer other than that
with Pilotage described above, Subsequent Events.
Financial Instruments and Other Instruments
The Issuer’s financial instruments consist of cash and cash equivalents, amounts receivable, accounts
payable and accrued liabilities, amounts due to shareholders and Class B Series I Preferred Shares.
Unless otherwise noted, it is management’s opinion that the Issuer is not exposed to significant interest,
currency or credit risks arising from financial instruments. Amounts due to shareholders, irrevocable
subscriptions and Class B Series I Preferred Shares are classified as financial liabilities and are carried at
amortized cost. The fair value of cash and cash equivalents, amounts receivable and accounts payable and
accrued liabilities approximates their carrying value due to their short-term maturity or capacity for
prompt liquidation.
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 25
Certificate Of Compliance
The undersigned hereby certifies that:
1.
The undersigned is a director and/or senior officer of the Issuer and has been
duly authorized by a resolution of the board of directors of the Issuer to sign
this Quarterly Listing Statement.
2.
As of the date hereof there is no material information concerning the Issuer
which has not been publicly disclosed.
3.
The undersigned hereby certifies to the Exchange that the Issuer is in
compliance with the requirements of applicable securities legislation (as such
term is defined in National Instrument 14-101) and all Exchange
Requirements (as defined in CNSX Policy 1).
4.
All of the information in this Form 5 Quarterly Listing Statement is true.
Dated May 29, 2015
.
Doug Unwin
Name of Director or Senior Officer
/s/ “Doug Unwin”
Signature
Director, CEO, President
Official Capacity
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 26
Issuer Details
Name of Issuer
For Quarter
Ended
March 31, 2015
Date of Report
YY/MM/D
15/05/29
Issuer Fax No.
( )
Issuer Telephone No.
( 604 )738-1049
Contact Name
Doug Unwin
Contact Position
CEO
Contact Telephone No.
(604) 738-1049
Contact Email Address
Web Site Address
www.pacifictherapeutics.com
Pacific Therapeutics Ltd
Issuer Address
1500 – 409 Granville street
City/Province/Postal Code
Vancouver, BC, V6C1T2
Doug.unwin@pacifictherapeutics.com
FORM 5 – QUARTERLY LISTING STATEMENT
January 2015
Page 27