Cell MedX Corp. (Form: 10-Q, Received: 10/17/2017 06:04:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended August 31, 2017

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission File Number: 000-54500

Cell MedX Corp.

(Exact name of registrant as specified in its charter)


Nevada		38-3939625
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

123 W. Nye Ln, Suite 446

Carson City, NV

89706

(Address of principal executive offices)

(Zip code)

(844) 238-2692

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller Reporting Company [X]
		Emerging Growth Company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) Yes [ ] No [X]

The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of October 16, 2017 was 44,042,749.

CONTENTS


PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3. Quantitative and Qualitative Disclosure about Market Risk	8
Item 4. Controls and Procedures	8
PART II - OTHER INFORMATION	9
Item 1. Legal Proceedings	9
Item 1A. Risk Factors	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3. Defaults upon Senior Securities	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information	13
Item 6. Exhibits	13
SIGNATURES	17

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited consolidated interim financial statements of Cell MedX Corp. as at August 31, 2017, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the three-month period ended August 31, 2017, are not necessarily indicative of the results that can be expected for the year ending May 31, 2018.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Cell MedX,” and the “Company” mean Cell MedX Corp. and its subsidiary, Cell MedX (Canada) Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars.

CELL MEDX CORP.

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)


	August 31, 2017		May 31, 2017
	(Unaudited)

ASSETS

Current assets
Cash	$	326,038	$	67,494
Inventory		21,971		8,161
Other current assets		29,845		24,502
Total current assets		377,854		100,157

Equipment		154,448		193,571
Total assets	$	532,302	$	293,728


LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	$	485,575	$	447,600
Accrued liabilities		29,700		80,200
Due to related parties		361,891		342,847
Notes and advances payable		574,371		541,298
Unearned revenue		111,793		51,110
Total liabilities		1,563,330		1,463,055

STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 300,000,000 shares authorized; 40,244,605 shares issued and outstanding at August 31, 2017 and May 31, 2017		40,245		40,245
Additional paid-in capital		3,917,432		3,294,224
Obligation to issue shares		350,000		-
Accumulated deficit		(5,337,318)		(4,504,043)
Accumulated other comprehensive income (loss)		(1,387)		247
Total stockholders' deficit		(1,031,028)		(1,169,327)
Total liabilities and stockholders' deficit	$	532,302	$	293,728

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-1

CELL MEDX CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(EXPRESSED IN US DOLLARS)


	Three Months Ended August 31,
	2017		2016

Revenue
Sales	$	-	$	5,368
Cost of goods sold		-		3,411
Gross margin		-		1,957

Operating expenses
Amortization		39,123		18,011
Consulting fees		583,459		75,140
General and administrative expenses		54,475		44,224
Research and development costs		47,503		72,852
Stock-based compensation		100,801		48,897
Total operating expenses		825,361		259,124

Other items
Accretion expense		-		(6,257)
Interest		(7,914)		(15,395)
Net loss		(833,275)		(278,819)

Unrealized foreign exchange translation gain (loss)		(1,634)		31
Comprehensive loss	$	(834,909)	$	(278,788)
Net loss per common share
Basic and diluted	$	(0.02)	$	(0.01)

Weighted average number of shares outstanding - basic and diluted		40,244,605		31,000,000

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-2

CELL MEDX CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(UNAUDITED)

(EXPRESSED IN US DOLLARS)


				Obligation		Additional				Accumulated Other
	Common Stock			to Issue		Paid-in		Deficit		Comprehensive
	Shares	Amount		Shares		Capital		Accumulated		Income (Loss)		Total

Balance - May 31, 2016	31,000,000	$	31,000	$	75,000	$	1,734,498	$	(3,254,597)	$	1,547	$	(1,412,552)

Stock-based compensation	-		-		-		48,897		-		-		48,897
Net loss for the three months ended August 31, 2016	-		-		-		-		(278,819)		-		(278,819)
Translation to reporting currency	-		-		-		-		-		31		31

Balance - August 31, 2016	31,000,000		31,000		75,000		1,783,395		(3,533,416)		1,578		(1,642,443)

Stock-based compensation	-		-		-		68,586		-		-		68,586
Shares issued for cash	2,383,333		2,383		-		355,117		-		-		357,500
Shares issued for debt	6,711,272		6,712		-		999,979		-		-		1,006,691
Issuance of shares subscribed	150,000		150		(75,000)		74,850		-		-		-
Gain on divesting of subsidiary	-		-		-		12,297		-		-		12,297
Net loss for the nine months ended May 31, 2017	-		-		-		-		(970,627)		-		(970,627)
Translation to reporting currency	-		-		-		-		-		(1,331)		(1,331)

Balance - May 31, 2017	40,244,605		40,245		-		3,294,224		(4,504,043)		247		(1,169,327)

Stock-based compensation	-		-		-		100,801		-		-		100,801
Options issued for consulting fees	-		-		-		522,407		-		-		522,407
Proceeds from share subscription	-		-		350,000		-		-		-		350,000
Net loss for the three months ended August 31, 2017	-		-		-		-		(833,275)		-		(833,275)
Translation to reporting currency	-		-		-		-		-		(1,634)		(1,634)

Balance - August 31, 2017	40,244,605	$	40,245	$	350,000	$	3,917,432	$	(5,337,318)	$	(1,387)	$	(1,031,028)

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-3

CELL MEDX CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(EXPRESSED IN US DOLLARS)


	Three Months Ended August 31,
	2017		2016

Cash flows used in operating activities:
Net loss	$	(833,275)	$	(278,819)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion expense		-		6,257
Accrued interest on notes payable		7,914		15,395
Amortization		39,123		18,011
Consulting fees - non-cash		522,407		-
Unrealized foreign exchange		10,757		223
Stock-based compensation		100,801		48,897
Changes in operating assets and liabilities:
Inventory		(12,841)		3,823
Other current assets		(4,390)		20,046
Accounts payable		32,899		19,443
Accrued liabilities		(50,500)		(4,754)
Unearned revenue		59,588		-
Due to related parties		19,202		28,194
Net cash flows used in operating activities		(108,315)		(123,284)

Cash flows used in investing activities:
Acquisition of equipment		-		(14,940)
Net cash used in investing activities		-		(14,940)

Cash flows provided by financing activities:
Advances repaid		(3,111)		-
Proceeds from notes payable		19,318		148,754
Proceeds from subscription to shares		350,000		-
Net cash provided by financing activities		366,207		148,754

Effects of foreign currency exchange on cash		652		(135)
Increase in cash		258,544		10,395
Cash, beginning		67,494		27,561
Cash, ending	$	326,038	$	37,956

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-4

CELL MEDX CORP.

NOTES TO THE UNAUDITED INTERIM

CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

August 31, 2017

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Cell MedX Corp. (the “Company”) was incorporated under the laws of the State of Nevada. On April 26, 2016, the Company formed a subsidiary, Cell MedX (Canada) Corp. (“Cell MedX Canada”) under the laws of the province of British Columbia.

The Company is in an early development stage focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness and alleviate complications associated with medical conditions including, but not limited to, diabetes, Parkinson’s disease, and high blood pressure.

Unaudited Interim Financial Statements

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended May 31, 2017, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three-month period ended August 31, 2017, are not necessarily indicative of the results that may be expected for the year ending May 31, 2018.

Going concern

The accompanying unaudited interim consolidated condensed financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2017, the Company has not achieved profitable operations and has accumulated a deficit of $5,337,318. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

NOTE 2 - RELATED PARTY TRANSACTIONS

Amounts due to related parties, other than notes payable to related parties (Note 6) at August 31, 2017 and May 31, 2017:


	August 31, 2017		May 31, 2017
Due to the Chief Executive Officer (“CEO”) and President (Notes 7 and 8)	$	120,254	$	109,453
Due to the Chief Financial Officer (“CFO”)		14,469		9,777
Due to the Vice President (“VP”), Technology and Operations		59,366		55,781
Due to the Chief Medical Officer		81,059		81,059
Due to the former VP, Corporate Strategy		86,743		86,777
Due to related parties	$	361,891	$	342,847

These amounts are unsecured, due on demand and bear no interest.

F-5

During the three-month periods ended August 31, 2017 and 2016, the Company had the following transactions with related parties:


	August 31, 2017		August 31, 2016
Management fees incurred to the CEO and President	$	10,800	$	10,800
Stock-based compensation incurred to the CEO and President		--		11,600
Management fees incurred to the CFO		3,000		3,000
Stock-based compensation incurred to the CFO (Note 7)		89,556		--
Consulting fees incurred to the former VP, Corporate Strategy		--		13,820
Consulting fees incurred to the VP, Technology and Operations		11,552		13,820
Stock-based compensation incurred to the Chief Medical Officer		11,245		37,297
Accrued interest expense incurred to a significant shareholder (Note 6)		1,973		3,833
Accretion expense associated with a loan agreement entered into with significant shareholder (Note 6)		--		6,257
Total transactions with related parties	$	128,126	$	100,427

NOTE 3 - EQUIPMENT

Amortization schedule for the equipment at August 31, 2017 and May 31, 2017:


	August 31, 2017		May 31, 2017
Book value, beginning of the period	$	193,571	$	207,083
Changes during the period		--		109,534
Amortization		(39,123)		(123,046)
Book value, end of the period	$	154,448	$	193,571

NOTE 4 - INVENTORY

As at August 31, 2017, the inventory consisted of supplies held for resale, and was valued at $5,044 (May 31, 2017 - $4,684). The Company uses lower of cost or net realizable value to determine the book value of the inventory at reporting date.

As at August 31, 2017, $16,927 included in inventory was attributed to work in progress (May 31, 2017 - $3,477).

NOTE 5 - UNEARNED REVENUE

During the three-month period ended August 31, 2017, the Company had accepted $59,588 (CAD$75,000) as deposit on a distribution contract. During the year ended May 31, 2017, the Company accepted $40,000 and $11,259 (CAD$15,000) in deposits on its eBalance Pro devices.

As at August 31, 2017, the Company had recorded a total of $111,793 in unearned revenue comprised of the deposits on the distribution contract and on eBalance Pro devices.

NOTE 6 - NOTES AND ADVANCES PAYABLE

The tables below summarize the short-term loans and advances outstanding as at August 31, 2017 and May 31, 2017:


As at August 31, 2017
Principal Outstanding		Interest Rate per Annum		Accrued Interest		Total Book Value
$	385,047	6%	Non-convertible	$	12,726	$	397,773
	86,439	6%	Related Party		3,625		90,064
	50,000	6%	Term Loan - Related Party		4,568		54,568
	31,966	0%	Advances		--		31,966
$	553,452			$	20,919	$	574,371

F-6


As at May 31, 2017
Principal Outstanding		Interest Rate per Annum		Accrued Interest / Accretion		Total Book Value
$	382,484	6%	Non-convertible	$	6,727	$	389,211
	61,748	6%	Related Party		2,241		63,989
	50,000	6%	Term Loan - Related Party		3,775		53,775
	34,323	0%	Advances		--		34,323
$	528,555			$	12,743	$	541,298

Loan Agreements

During the three-month period ended August 31, 2017, the Company entered into a loan agreement with Mr. Richard Jeffs (“Mr. Jeffs”), a major shareholder, for a total of $19,318 (CAD$25,000) (May 31, 2017 - $104,209) (the “Jeffs Loan”). The Jeffs Loan bears interest at 6% per annum, is unsecured and is payable on demand.

On September 15, 2017, the Company received a notice from Mr. Jeffs that he had assigned the rights to $7,984 due to him under the demand notes payable to a certain unaffiliated party. The assignee notified the Company of her intention to convert the debt acquired by her from Mr. Jeffs into the shares of the Company’s common stock as part of the proposed debt restructuring initiative (the “Debt Restructuring”), which was completed on October 12, 2017 (Notes 7 and 8).

Term Loan with Richard Jeffs

On March 3, 2016, the Company entered into a loan agreement (the “Term Loan Agreement”) with Mr. Jeffs for a loan in the principal amount of $50,000 maturing March 3, 2017, with interest payable at a rate of 6% per annum (the “Term Loan”). As additional consideration for the Term Loan, the Company issued to Mr. Jeffs share purchase warrants (the “Warrants”) for the purchase of up to 2,000,000 shares of the Company’s common stock, exercisable for a period of five years at a price of $0.15 per share if exercised during the first year, $0.25 per share if exercised during the second year, $0.40 per share if exercised during the third year, $0.60 per share if exercised during the fourth year and $0.75 per share during the fifth year. The Warrants were determined to be detachable from the debt instrument, as the debt instrument did not have to be surrendered to exercise the Warrants. Pursuant to the guidance provided by ASC 470-20-25-2, proceeds from the Term Loan were allocated to the principal and stock purchase warrants based on the relative fair values of the two elements. The portion of the proceeds allocated to the Warrants was $25,000 and was recorded to additional paid-in capital.

The Term Loan had an effective interest rate of 77.51%, which was due primarily to the recording of non-cash accretion interest.

At March 3, 2016, the fair value of Warrants was valued using the Black-Scholes Option pricing model using the following assumptions:


	At March 3, 2016
Expected Warrant Life	5 years
Risk-Free Interest Rate	1.33%
Expected Dividend Yield	Nil
Expected Stock Price Volatility	16%

On September 15, 2017, the Company received a notice from Mr. Jeffs that he had assigned the rights to the Term Loan and interest accrued thereon to two unaffiliated parties. The assignees notified the Company of their intention to convert the debt acquired by them from Mr. Jeffs into the shares of the Company’s common stock as part of the Debt Restructuring, which was completed on October 12, 2017 (Notes 7 and 8).

Debt Settlement

On August 24, 2017, the board of directors of the Company resolved to convert up to $517,698 owed by the Company pursuant to its notes payable into the Company’s shares of the common stock at $0.25 per share. The Company completed its Debt Restructuring on October 12, 2017, by issuing a total of 1,837,128 shares on conversion of $459,282 in debt owed under the notes payable (Notes 7 and 8).

F-7

Advances payable

During the three-month period ended August 31, 2017, the Company repaid $3,111 in non-interest bearing advances. The advances were unsecured and payable on demand.

Interest Expense

During the three-month period ended August 31, 2017, the Company recorded $7,914 (2016 - $15,395) in interest expense associated with its liabilities under the notes and advances payable. Of this amount $793 (2016 - $nil) was associated with interest recorded on the Term Loan with Mr. Jeffs and $1,180 (2016 - $3,833) with demand notes payable issued to Mr. Jeffs.

NOTE 7 - SHARE CAPITAL

As at August 31, 2017, the Company received subscriptions to 1,400,000 Units under its non-brokered private placement offering announced on August 31, 2017, for gross proceeds of $350,000, which were recorded as obligation to issue shares (Note 8).

Options

On August 24, 2017, the board of directors of the Company granted options to purchase up to 300,000 common shares of the Company to its CFO and up to 1,750,000 common shares of the Company to its consultants. The options vested immediately and may be exercised at a price of $0.35 per share for a period of five years expiring on August 24, 2022.

The fair values of the options granted to the CFO and to consultants were calculated to be $89,556 and $522,407, respectively, and were determined using the Black-Scholes Option pricing model at the grant date using the following assumptions:


	At August 24, 2017
Expected Life of Options	5 years
Risk-Free Interest Rate	1.78%
Expected Dividend Yield	Nil
Expected Stock Price Volatility	187%

The changes in the number of stock options outstanding during the three-month period ended August 31, 2017 and for the year ended May 31, 2017 are as follows:


	Three months ended August 31, 2017			Year ended May 31, 2017
	Number of options	Weighted average exercise price		Number of options	Weighted average exercise price
Options outstanding, beginning	7,550,000	$	0.35	25,050,000	$	0.14
Options granted	2,050,000	$	0.35	--	$	n/a
Options cancelled	--	$	n/a	(17,500,000)	$	0.05
Options outstanding, ending	9,600,000	$	0.35	7,550,000	$	0.35
Options exercisable, ending	9,200,000	$	0.34	6,950,000	$	0.32

F-8

Details of options outstanding and exercisable as at August 31, 2017, are as follows:


Exercise price	Grant date	Number of options granted	Number of options exercisable
$0.05	November 25, 2014	2,500,000	2,500,000
$0.67	January 13, 2015	2,400,000	2,000,000
$0.35	August 5, 2015	2,500,000	2,500,000
$0.20	September 23, 2015	150,000	150,000
$0.35	August 24, 2017	2,050,000	2,050,000
		9,600,000	9,200,000

At August 31, 2017, the weighted average remaining contractual life of the stock options outstanding was 3.71 years.

Warrants

The changes in the number of warrants outstanding during the three-month period ended August 31, 2017 and for the year ended May 31, 2017 are as follows:


	Three months ended August 31, 2017	Year ended May 31, 2017
Warrants outstanding, beginning	11,094,605	2,000,000
Warrants issued	--	9,094,605
Warrants outstanding, ending	11,094,605	11,094,605

Details of warrants outstanding as at August 31, 2017, are as follows:


Exercise price	Grant Date	Number of warrants exercisable
$0.15 1st year; $0.25 2nd year; $0.40 3rd year; $0.60 4th year; $0.75 5th year	March 3, 2016	2,000,000
$0.50 1st year; $0.75 2nd year; $1.00 3rd year; $1.25 4th year; $1.50 5th year	October 12, 2016	9,094,605
		11,094,605

At August 31, 2017, the weighted average remaining contractual life of the share purchase warrants was 4.01 years.

NOTE 8 - SUBSEQUENT EVENT

On October 12, 2017, the Company closed a first tranche of its non-brokered private placement Offering at a price of $0.25 per Unit, by issuing 1,480,000 Units for total gross proceeds of $370,000 (Note 7).

Each Unit sold under the Offering consisted of one common share of the Company and one share purchase warrant entitling the holder to purchase one additional common share for a period of three years after closing at an exercise price of $0.50 per share if exercised during the first year, $1.00 per share if exercised during the second year, and $1.50 per share if exercised during the third year.

On October 12, 2017, the Company completed its debt restructuring initiative by converting a total of $459,282 the Company owed under its notes payable and $120,254 under services payable to its director, CEO and President into 2,318,144 shares of the Company’s common stock at $0.25 per share (Notes 2 and 6).

F-9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited interim consolidated financial statements, the notes to those financial statements and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain forward-looking statements that reflect plans, estimates, intentions, expectations and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the "Risk Factors" in Part II, Item 1A of this Quarterly Report.

The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2017, filed with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2017.

Overview

We were incorporated as Plandel Resources, Inc. under the laws of the State of Nevada on March 19, 2010. On March 24, 2014, we changed our name to Sports Asylum, Inc. and on September 30, 2014, we changed our name to Cell MedX Corp. to reflect our current business direction.

On November 25, 2014, we completed the acquisition of a proprietary method for the application of bioelectric signaling to treat diabetes and related ailments (the “eBalance Technology”). With our acquisition of the eBalance Technology, we have shifted our business direction to the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness and alleviate complications associated with medical conditions including, but not limited to, diabetes, Parkinson’s disease, and high blood pressure.

On April 26, 2016, we formed a subsidiary, Cell MedX (Canada) Corp., (“Cell MedX Canada”) under the laws of the Province of British Columbia, in anticipation of increased business activity in Canada.

Update on Observational Clinical Study

During the three-month period ended August 31, 2017, Hamilton Medical Research Group, under the guidance of Dr. Richard Tytus, the lead investigator of the clinical study (the “Clinical Study”), Cell MedX Corp. commissioned through Nutrasource Diagnostics Inc. (“Nutrasource”), has completed the in-patient phase of the Clinical Study.

The Clinical Study was designed to assess the impact of three months of the eBalance therapy, as an adjunct treatment, on HbA1c in thirty (30) Type 1 and Type 2 diabetics. The secondary endpoints of the Clinical Study were defined to observe changes from baseline and medical history of each Clinical Study subject in the following;

Insulin sensitivity

Diabetic neuropathy

Diabetic foot pain and numbness

Wound healing

Blood pressure

Kidney function

Any other changes reported by patients

The site close out was originally expected for the week of August 28th, however, due to the circumstances not under control of the Company, the close out was rescheduled to the week of October 23, 2017.

Recent Corporate Developments

The following corporate developments occurred during the quarter ended August 31, 2017, and up to the date of the filing of this report:

Private Placement

On August 24, 2017, our board of directors approved a private placement offering of up to 8,000,000 units of our common stock at a price of $0.25 per unit (the “Unit”) for gross proceeds of up to $2,000,000 (the “Offering”). Each Unit sold under the Offering will consist of one common share and one share purchase warrant entitling the holder to purchase one additional common share for a period of three years after closing at an exercise price of $0.50 per share if exercised during the first year, $1.00 per share if exercised during the second year, and $1.50 per share if exercised during the third year.

The Offering will be made to persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the U.S. Securities Act of 1933 (the “U.S. Securities Act”), and to “accredited investors” as that term is defined under National Instrument 45-106 – Prospectus and Registration Exemptions.

The management plans to use the proceeds of the Offering to continue our series of clinical trials and to start a large-scale manufacturing of our eBalance Pro devices.

On October 12, 2017, we closed the first tranche of the Offering by issuing 1,480,000 Units for total proceeds of $370,000.

Debt Restructuring

On August 24, 2017, we entered into negotiations with our debt holders to convert up to $784,059 owed by us under the notes payable and for services owed into the shares of our common stock at $0.25 per share. We finalized the debt restructure on October 12, 2017, concurrently with the closing of the first tranche of the private placement. The total of $579,536 was converted into 2,318,144 shares of our common stock. As part of the debt restructuring, Frank McEnulty, our director, CEO, and President, converted $120,254 in fees owed to him into 481,016 shares.

Grant of Stock Options

On August 24, 2017, we granted options to purchase up to 2,050,000 common shares of the Company to our CFO and consultants. The options vested immediately and may be exercised at a price of $0.35 per share for a period of five years expiring on August 24, 2022.

Acquisition of Additional Technology

In August of 2017 we entered into negotiations with Brek Technologies Inc. (the “Developer”), a privately held company, to acquire a microcurrent technology, which compliments the microcurrent technology developed by us for our eBalance Pro devices.

Results of Operations for the Three Months ended August 31, 2017 and 2016

Our operating results for the three-month periods ended August 31, 2017, and 2016, and the changes in the operating results between those periods are summarized in the table below.


	Three Months Ended August 31,				Percentage
	2017		2016		Change
Sales	$	-	$	5,368	(100.0)%
Cost of goods sold		-		3,411	(100.0)%
Gross margin		-		1,957	(100.0)%
Operating expenses
Amortization		39,123		18,011	117.2%
Consulting fees		583,459		75,140	676.5%
General and administrative expenses		54,475		44,224	23.2%
Research and development costs		47,503		72,852	(34.8)%
Stock-based compensation		100,801		48,897	106.1%
Total operating expenses		825,361		259,124	218.5%

Accretion expense		-		(6,257)	(100.0)%
Interest		(7,914)		(15,395)	(48.6)%
Net loss	$	(833,275)	$	(278,819)	198.9%

Revenues

We did not generate any revenue during the three-month period ended August 31, 2017. Our revenue during the comparative period ended August 31, 2016, consisted of sales of consumables for the spa industry. Due to the current concentration on the research and development of our eBalance Technology and devices based on this technology, as well as the divestiture of Avyonce Cosmedics Inc. (“Avyonce”), our former subsidiary, in our Fiscal 2017, we do not expect to have significant operating revenue in the foreseeable future.

Operating Expenses

During the three-month period ended August 31, 2017, our operating expenses increased by 218.5% from $259,124 incurred during the three months ended August 31, 2016, to $825,361 incurred during the three months ended August 31, 2017. The most significant changes were as follows:

During the three-month period ended August 31, 2017, our consulting fees increased by $508,319, from $75,140 we incurred during the three-month period ended August 31, 2016 to $583,459 we incurred during the three months ended August 31, 2017. The increase was mainly associated with a fair market value of the options to acquire up to 1,750,000 shares of our common stock we granted to our consultants for business development services.

Our research and development fees for the three-month period ended August 31, 2017, decreased by $25,349, from $72,852 we incurred during the three-month period ended August 31, 2016, to $47,503 we incurred during the three months ended August 31, 2017. The lower research and development fees during the comparative period were attributed to moving our production and research activity to Canada, as opposed to having the development outsourced to European manufacturer during the comparative period.

Our stock-based compensation for the three-month period ended August 31, 2017, increased by $51,904, from $48,897 we incurred during the three months ended August 31, 2016, to $100,801 we incurred during the three months ended August 31, 2016. The stock-based compensation included $89,556 (2016 - $Nil) in fair market value of the options to acquire up to 300,000 shares of our common stock we granted to Ms. Silina pursuant to the stock option agreement with her, $11,245 (2016 - $37,297) in fair market value of the options to acquire up to 2,400,000 shares of our common stock we granted to Dr. Sanderson pursuant to his option agreement with us. The stock-based compensation for the three-month period ended August 31, 2016 also included $11,600 in fair market value of the options to acquire up to 2,500,000 shares of our common stock we granted to Mr. McEnulty pursuant to the stock option agreement with him.

Our general and administrative fees for the three-month period ended August 31, 2017, increased by $10,251, or 23.2%, from $44,224 we incurred during the three-month period ended August 31, 2016, to $54,475 we incurred during the three months ended August 31, 2017. The largest factors that contributed to this change were associated with increased foreign exchange fees of $18,333, and accounting and audit fees of $4,200. These increases were in part offset by decreased travel fees of $3,867, and professional fees of $3,520; in addition, we did not incur any expenses associated with salaries and wages, rent, and marketing and advertising activities.

During the three-month period ended August 31, 2017, we recorded $39,123 in amortization on our equipment used in observations and research and development. During the comparative period ended August 31, 2016, our amortization expense was $18,011.

Other Items

During the three-month period ended August 31, 2017, we accrued $7,914 (2016 - $15,395) in interest associated with the outstanding notes payable. Of this interest, $1,973 (2016 - $3,833) was accrued on notes payable we issued to Mr. Jeffs, our major shareholder.

During the three-month period ended August 31, 2016, we recorded $6,257 in accretion expense which resulted from the difference between the 6% stated interest rate and the 77.51% implied interest rate we used to determine the fair value of the proceeds we received pursuant to the $50,000 term loan with Mr. Jeffs. The term loan was fully accreted as at March 3, 2017, as such, we did not record any accretion expense during the three-month period ended August 31, 2017.

Liquidity and Capital Resources

Working Capital


	As at August 31, 2017		As at May 31, 2017		Percentage Change
Current assets	$	377,854	$	100,157	277.3%
Current liabilities		1,563,330		1,463,055	6.9%
Working capital deficit	$	(1,185,476)	$	(1,362,898)	(13.0)%

As of August 31, 2017, we had a cash balance of $326,038, a working capital deficit of $1,185,476 and cash flows used in operations of $108,315 for the period then ended. During the three-month period ended August 31, 2017, we funded our operations with $350,000 we received from subscriptions to the units of our common stock, which we issued on October 12, 2017, and $19,318 (CAD$25,000) we received from Mr. Jeffs, our major shareholder. See “ Net Cash Provided By Financing Activities ”.

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the period ended August 31, 2017. The amount of cash that we have generated from our operations to date is significantly less than our current debt obligations. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under these notes and advances payable, or to service our other debt obligations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing from other sources. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.

Cash Flows


	Three months ended August 31,
	2017		2016
Cash flows used in operating activities	$	(108,315)	$	(123,284)
Cash flows used in investing activities		-		(14,940)
Cash flows provided by financing activities		366,207		148,754
Effects of foreign currency exchange on cash		652		(135)
Net increase in cash during the period	$	258,544	$	10,395

Net Cash Used in Operating Activities

Net cash used in operating activities during the three months ended August 31, 2017, was $108,315. This cash was primarily used to cover our cash operating expenses of $152,273, to increase our work in progress recorded as part of inventory by $12,841, and current assets by $4,390, and to reduce our accrued liabilities by $50,500. These uses of cash were offset by increases in our accounts payable and amounts due to related parties of $32,899 and $19,202, respectively. In addition, we recorded $59,588 in unearned revenue associated with a deposit we received on eBalance distribution contract.

Net cash used in operating activities during the three months ended August 31, 2016, was $123,284. This cash was primarily used to cover our cash operating expenses of $190,036 and to reduce our accrued liabilities by $4,754. These uses of cash were offset by decreases in our inventory and other current assets of $3,823 and $20,046, respectively, and by increases in our accounts payable and amounts due to related parties of $19,443 and $28,194, respectively.

Non-cash transactions

During the three-month period ended August 31, 2017, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

$100,801 in stock-based compensation, of which $89,556 was associated with the fair value of the options to purchase up to 300,000 shares of our common stock we granted to Ms. Silina, our CFO, as compensation for her services; and $11,245 was associated with the fair value of the options to purchase up to 2,400,000 shares of our common stock we granted to Dr. Sanderson, our Chief Medical Officer;

$522,407 in fair value of option to acquire up to 1,750,000 shares our common stock we issued for consulting services;

$7,914 in interest we accrued on the outstanding notes payable. Of this interest, $1,973 was accrued on the notes payable we issued to Mr. Jeffs, our major shareholder;

$39,123 in amortization expense we recorded on the equipment we use in our research of the eBalance Technology; and

$10,757 in unrealized foreign exchange, which resulted from fluctuations of Canadian dollar and European Euro denominated transactions.

During the three month period ended August 31, 2016, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

$48,897 in stock-based compensation, of which $37,297 in stock-based compensation associated with the fair value of the options to purchase up to 2,400,000 shares of our common stock we issued to Dr. Sanderson as compensation for his appointment as our Chief Medical Officer; and $11,600 in share-based compensation associated with the fair value of the options to purchase up to 2,500,000 shares of our common stock we issued to Mr. Frank McEnulty, our CEO and President;

$15,395 in interest we accrued on the outstanding notes payable. Of this interest, $3,833 was accrued on the notes payable we issued to Mr. Jeffs, our major shareholder;

$6,257 in accretion expense which resulted from the difference between the 6% stated interest rate and the 77.51% implied interest rate we used to determine the fair value of the proceeds we received pursuant to the $50,000 term loan with Mr. Jeffs;

$18,011 in amortization expense we recorded on the equipment that is being used in our research of the eBalance Technology; and

$223 in unrealized foreign exchange, which resulted from fluctuations of Canadian dollar and European Euro denominated transactions.

Net Cash Provided by Financing Activities

During the three-month period ended August 31, 2017, we borrowed a total of $19,318 (CAD$25,000) from our major shareholder. The loan is unsecured, payable on demand and bears interest at 6% per annum, compounded monthly. In addition to the loan, we received $350,000 from subscriptions to the units of our common stock under the Offering, which we partially closed on October 12, 2017. During the same period we repaid net of $3,111 in non-interest bearing advances with an unrelated party.

On September 15, 2017, we received a notice from Mr. Jeffs that he had assigned the rights to $7,984 due to him under the demand notes payable and $54,516 due to him under the Term Loan to two unaffiliated parties. The assignees notified the Company of their intention to convert the debt acquired by them from Mr. Jeffs into the shares of the Company’s common stock as part of the proposed debt restructuring initiative (the “Debt Restructuring”), which we completed on October 12, 2017.

During the three months period ended August 31, 2016, we borrowed a total of $75,000 from unrelated parties and $73,754 (CAD$96,500) from our major shareholder. These loans are unsecured, payable on demand and bear interest at 6% per annum, compounded monthly.

Net Cash Used in Investing Activities

We did not have any investing activities during the three-month period ended August 31, 2017.

During the three-month period ended August 31, 2016, we paid $14,940 for the equipment which is being used in our clinical and observational studies.

Going Concern

The notes to our unaudited interim consolidated financial statements at August 31, 2017, disclose our uncertain ability to continue as a going concern. We are development stage company with limited operations. To date we have been able to generate only minimal revenue from the operations of our former wholly owned subsidiary, Avyonce, which we divested in January 2017. Our research and development plans for the near future will require large capital expenditures, which we are planning to mitigate through equity or debt financing.

We have accumulated a deficit of $5,337,318 since inception and increased financing will be required to fund and support our operations. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. Our unaudited interim consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. We have applied our critical accounting policies and estimation methods consistently.

Changes in and Disagreements with Accountants on Accounting Procedures and Financial Disclosure

None.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

None

Item 4. Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in Securities and Exchange Commission’s rules and forms due to lack of segregation of duties.

During the quarter ended August 31, 2017, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There is a high degree of risk associated with investing in our securities. Prospective investors should carefully read this Quarterly Report on Form 10-Q and consider the following risk factors when deciding whether to purchase our securities.

The risk factors outlined below are some of the known, substantial, material and potential risks that could adversely affect our business, financial condition, operating results and common share value. We cannot assure that we will successfully address these or any unknown risks and a failure to do so can have a negative impact on your investment. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

Risks Associated with our Company and our Industry

We operate in a highly competitive market. We face competition from large, well established medical device manufacturers and pharmaceutical companies in the market for treating and managing diabetes and related ailments. Many of these companies are very well accepted by health practitioners and have significant resources, and we may not be able to compete effectively.

The market for devices and therapies for treating and managing diabetes and related ailments is intensely competitive, subject to rapid change and significantly affected by new product introductions. We compete indirectly with large pharmaceutical and medical device companies, such as Bayer Corp., Becton Dickinson Corp., LifeScan Inc., a division of Johnson & Johnson, MediSense Inc. and TheraSense Inc. These competitors’ products are based on traditional healthcare model and are well accepted by health practitioners and patients. If these companies decide to penetrate our target market they could threaten our position in the market.

We are subject to numerous governmental regulations which can increase our costs of developing our eBalance Technology and products based on this technology.

Our products may be subject to rigorous regulation by the FDA, Health Canada and numerous international, supranational, federal, and state authorities. The process of obtaining regulatory approvals to market a medical device can be costly and time-consuming, and approvals might not be granted for future products, or additional indications or uses of existing products, on a timely basis, if at all. Delays in the receipt of, or failure to obtain approvals for, our products, or new indications and uses, could result in delayed realization of product revenues, reduction in revenues, and in substantial additional costs. In addition, no assurance can be given that we will remain in compliance with applicable FDA, Health Canada and other regulatory requirements once approval or marketing authorization has been obtained for a product. These requirements include, among other things, regulations regarding manufacturing practices, product labeling, and advertising and post-marketing reporting, including adverse event reports and field alerts due to manufacturing quality concerns.

Changes in the health care regulatory environment may adversely affect our business.

A number of the provisions of the U.S. Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 and its amendments changed access to health care products and services and established new fees for the medical device industry. Future rulemaking could increase rebates, reduce prices or the rate of price increases for health care products and services, or require additional reporting and disclosure. We cannot predict the timing or impact of any future rulemaking.

Competitors' intellectual property may prevent us from selling our products or have a material adverse effect on our future profitability and financial condition.

Competitors may claim that our Technology infringes upon their intellectual property. Resolving an intellectual property infringement claim can be costly and time consuming and may require us to enter into license agreements. We cannot guarantee that we would be able to obtain license agreements on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject us to significant damages or an injunction preventing the manufacture, sale or use of our product. Any of these events could have a material adverse effect on our profitability and financial condition.

Our research and development efforts may not result in the development of commercially successful products based on our eBalance Technology, which may hinder our profitability and future growth.

Our eBalance Technology is currently in the research and development stage as are our planned products incorporating this technology. In order to develop commercially marketable products, we will be required to commit substantial efforts, funds, and other resources to research and development. A high rate of failure is inherent in the research and development of new products and technologies. We must make ongoing substantial expenditures without any assurance that our efforts will be commercially successful. Failure can occur at any point in the process, including after significant funds have been invested. Planned products may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others.

Even if we successfully develop marketable products or commercially develop our current technology, we may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors' innovations.

Innovations may not be accepted quickly in the marketplace because of, among other things, entrenched patterns of clinical practice or uncertainty over third-party reimbursement. We cannot state with certainty when or whether our products under development will be launched, whether we will be able to develop, license, or otherwise acquire new products, or whether any products will be commercially successful. Failure to launch successful new products or new indications for existing products may cause our products to become obsolete, causing our revenues and operating results to suffer.

New products and technological advances by our competitors may negatively affect our results of operations.

Our products face intense competition from our competitors. Competitors' products may be safer, more effective, more effectively marketed or sold, or have lower prices or superior performance features than our products. We cannot predict with certainty the timing or impact of the introduction of competitors' products.

Significant safety concerns could arise for our products, which could have a material adverse effect on our revenues and financial condition.

Healthcare products typically receive regulatory approval based on data obtained in controlled clinical trials of limited duration. Following regulatory approval, these products will be used over longer periods of time in many patients. Investigators may also conduct additional, and perhaps more extensive, studies. If new safety issues are reported, we may be required to amend the conditions of use for a product. For example, we may be required to provide additional warnings on a product's label or narrow its approved intended use, either of which could reduce the product's market acceptance. If serious safety issues arise with our product, sales of the product could be halted by us or by regulatory authorities. Safety issues affecting suppliers' or competitors' products also may reduce the market acceptance of our products.

Inability to attract and maintain key personnel may cause our business to fail.

Success depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the healthcare industry to recruit and retain competent employees and consultants. If we cannot maintain qualified personnel to meet the needs of our anticipated growth, we could face material adverse effects on our business and financial condition.

We are recently formed, lack an operating history and to date have generated only minimal revenues. If we cannot increase our revenues to start generating profits, our investors may lose their entire investment.

We are a recently formed company and to date have generated only minimal revenues through sales of Spa equipment and services through our former wholly owned subsidiary, Avyonce, which we divested of in January of 2017. No profits have been made to date and if we fail to make any then we may fail as a business and an investment in our common stock will be worth nothing. We have a very limited operating history and thus our progress as well as potential future success cannot be reasonably estimated. Success has yet to be proven. We have yet to prove our eBalance Technology through clinical trials and we have yet to develop any products through which we would be able to start generating revenue. Financial losses should be expected to continue in the near future and at least until such time that we enter commercial production of devices based on the eBalance Technology, of which there is no assurance. As a new business we face all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, we have accumulated deficit of $5,337,318 and there is no guarantee, that we may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.

We need to acquire additional financing or our business will fail.

We must obtain additional capital or our business will fail. In order to continue development of our eBalance Technology and to successfully complete clinical trials, we must secure more funds. Currently, we have very limited resources and have already accumulated a net loss. Financing may be subject to numerous factors including investor sentiment, acceptance of our technology and so on. We currently have no arrangements for additional financing. We may also have to borrow large sums of money that require substantial capital and interest payments.

Risks related to our stock

We expect to raise additional capital through the offering of more shares, which will result in dilution to our current shareholders.

Raising additional capital through future offerings of common stock is expected to be necessary for our Company to continue. However there is no guarantee that we will be successful in raising additional capital. Issuance of additional stock will increase the total number of shares issued and outstanding resulting in decrease of the percentage interest held by each of our shareholders.

There is a limited market for our common stock meaning that our shareholders may not be able to resell their shares.

Our common stock currently has a limited market which may restrict shareholders’ ability to resell their stock or use their stock as collateral. Thus, the shareholders may have to sell their shares privately which may prove very difficult. Private sales are more difficult and often give lower than anticipated prices.

Should a larger public market develop for our stock, future sales of shares may negatively affect their market price.

Even if a larger market develops, the shares may be sparsely traded and have wide share price fluctuations. Liquidity may be low despite there being a market, making it difficult to get a return on the investment. The price also depends on potential investor’s feelings regarding the results of our operations, the competition of other companies’ shares, our ability to generate future revenues, and market perception about future of microcurrent technologies.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary actions;

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

We have not paid nor anticipate paying cash dividends on our common stock.

We have not declared any dividends on our common stock during the past two fiscal years or at any time in our history. The Nevada Revised Statutes (the “NRS”), provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

(a)

we would not be able to pay our debts as they become due in the usual course of business; or

(b)

except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.

We do not expect to declare any dividends in the foreseeable future as we expect to spend any funds legally available for the payment of dividends on the development of our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On October 12, 2017, we closed the first tranche of our non-brokered private placement offering (the “Offering”) at a price of $0.25 per unit (each "Unit"), by issuing 1,480,000 Units for total gross proceeds of $370,000.

The Units were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.

On October 12, 2017, we completed our debt restructuring initiative by converting a total of $459,282 we owed under our notes payable and $120,254 under services payable into 2,318,144 shares of our common stock at $0.25 per share.

1,837,128 shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act. Remaining 481,016 shares issued to a director of the Company were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number		Description of Document
3.1		Articles of Incorporation (2)
3.2		Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc.(5)
3.3		Articles of Merger - Cell MedX Corp. and Sports Asylum, Inc.(5)
3.4		Bylaws (1)
4.1		Specimen Stock Certificate (1)
10.1		Letter Agreement dated August 29, 2014 among Sports Asylum, Inc., Jean Arnett, Brad Hargreaves and XC Velle Institute Inc. (4)
10.2		Consulting Agreement dated September 1, 2014 among Sports Asylum, Inc. and Jean Arnett.
10.3		Consulting Agreement dated September 1, 2014 among Sports Asylum, Inc. and Brad Hargreaves.
10.4		Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(6)
10.5		First Amendment Agreement dated October 28, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(7)
10.6		Convertible Loan Agreement and Note Payable dated November 12, 2014 among Cell MedX Corp., and City Group LLC. (12)
10.7		Second Amendment Agreement dated November 13, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(8)
10.8		Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Jean Arnett.(9)
10.9		Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Brad Hargreaves.(9)


Exhibit Number		Description of Document
10.10		First Amendment to Stock-Option Agreement dated February 28, 2014 to that Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Jean Arnett.(9)
10.11		First Amendment to Stock-Option Agreement dated February 28, 2014 to that Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Brad Hargreaves. (9)
10.12		Convertible Loan Agreement and Note Payable dated December 12, 2014 among Cell MedX Corp., and City Group LLC.(10)
10.13		Management Consulting Agreement dated January 13, 2015 among Cell MedX Corp., and Dr. John Sanderson, MD.(10)
10.14		Stock Option Agreement dated December 12, 2014 among Cell MedX Corp. and Dr. John Sanderson, MD. (10)
10.15		Loan Agreement and Note Payable dated April 20, 2015 among Cell MedX Corp., and City Group LLC. (13)
10.16		Loan Agreement and Note Payable dated June 17, 2015 among Cell MedX Corp., and City Group LLC. (13)
10.17		Loan Agreement and Note Payable dated June 29, 2015 among Cell MedX Corp., and Richard N. Jeffs. (13)
10.18		Loan Agreement and Note Payable dated July 7, 2015 among Cell MedX Corp., and City Group LLC. (13)
10.19		Loan Agreement and Note Payable dated July 9, 2015 among Cell MedX Corp., and Richard N. Jeffs. (13)
10.20		Loan Agreement and Note Payable dated July 15, 2015 among Cell MedX Corp., and Richard N. Jeffs. (13)
10.21		Stock Option Agreement dated August 5, 2015 among Cell MedX Corp. and Frank E. McEnulty.(11)
10.22		Loan Agreement and Note Payable dated August 12, 2015 among Cell MedX Corp., and Richard N. Jeffs. (13)
10.23		Loan Agreement and Note Payable dated September 3, 2015 among Cell MedX Corp., and Richard N. Jeffs. (15)
10.24		Consulting Agreement dated September 1, 2015 and effective as of September 23, 2015 among Cell MedX Corp., and Steven H. Bulwa. (15)
10.25		Stock Option Agreement dated September 23, 2015 among Cell MedX Corp. and Steven H. Bulwa.(15)
10.26		Loan Agreement and Note Payable dated September 24, 2015 among Cell MedX Corp., and City Group LLC. (15)
10.27		Loan Agreement and Note Payable dated September 28, 2015 among Cell MedX Corp., and Richard N. Jeffs. (15)
10.28		eBalance Prototype Development Agreement dated October 1, 2015 among Cell MedX Corp., and Claudio Tassi. (15)
10.29		Non-binding Letter of Intent dated December 4, 2015 to Enter into Development Agreement and License Agreement among Cell MedX Corp., Claudio Tassi, and Bioformed Aesthetic S.L.(14)
10.30		Loan Agreement and Note Payable dated November 5, 2015, among Cell MedX Corp., and Tradex Capital Corp.
10.31		Loan Agreement and Note Payable dated December 23, 2015, among Cell MedX Corp., and Coventry Capital LLC.(14)
10.32		Loan Agreement and Note Payable dated February 4, 2016, among Cell MedX Corp., and Tradex Capital Corp.
10.33		Loan Agreement and Note Payable dated March 2, 2016, among Cell MedX Corp., and Tradex Capital Corp.
10.34		Loan Agreement dated March 3, 2016 between Richard Norman Jeffs and Cell MedX Corp. (16)
10.35		Loan Agreement and Note Payable dated March 10, 2016, among Cell MedX Corp., and Tradex Capital Corp. (17)
10.36		Loan Agreement and Note Payable dated March 30, 2016, among Cell MedX Corp., and Tradex Capital Corp. (17)
10.37		Loan Agreement and Note Payable dated March 31, 2016 among Cell MedX Corp., and Richard N. Jeffs. (17)
10.38		Loan Agreement and Note Payable dated April 29, 2016, among Cell MedX Corp., and Richard N. Jeffs. (18)


Exhibit Number		Description of Document
10.39		Loan Agreement and Note Payable dated June 1, 2016, among Cell MedX Corp., and Tradex Capital Corp. (18)
10.40		Loan Agreement and Note Payable dated June 2, 2016, among Cell MedX Corp., and Richard N. Jeffs. (18)
10.41		Loan Agreement and Note Payable dated June 29, 2016, among Cell MedX Corp., and Tradex Capital Corp. (18)
10.42		Loan Agreement and Note Payable dated June 30, 2016, among Cell MedX Corp., and Richard N. Jeffs. (18)
10.43		Loan Agreement and Note Payable dated August 8, 2016, among Cell MedX Corp., and Richard N. Jeffs. (18)
10.44		Loan Agreement and Note Payable dated August 22, 2016, among Cell MedX Corp., and Tradex Capital Corp. (18)
10.45		Letter Agreement dated September 26, 2016, between Jean Arnett, Brad Hargreaves and Cell MedX Corp. (19)
10.46		Loan Agreement and Note Payable dated January 6, 2017, among Cell MedX Corp., and Richard N. Jeffs.(20)
10.47		Loan Agreement and Note Payable dated February 7, 2017, among Cell MedX Corp., and Richard N. Jeffs.(20)
10.48		Loan Agreement and Note Payable dated February 27, 2017, among Cell MedX Corp., and Richard N. Jeffs. (20)
10.49		Loan Agreement and Note Payable dated January 11, 2017, among Cell MedX Corp., and Perla Capital Inc. (21)
10.50		Loan Agreement and Note Payable dated January 13, 2017, among Cell MedX Corp., and Perla Capital Inc. (21)
10.51		Loan Agreement and Note Payable dated February 14, 2017, among Cell MedX Corp., and Perla Capital Inc. (21)
10.52		Loan Agreement and Note Payable dated March 8, 2017, among Cell MedX Corp., and Tradex Capital Corp. (21)
10.53		Loan Agreement and Note Payable dated April 18, 2017, among Cell MedX Corp., and Perla Capital Inc. (21)
10.54		Loan Agreement and Note Payable dated May 5, 2017, among Cell MedX Corp., and Tradex Capital Corp. (21)
10.55		Loan Agreement and Note Payable dated July 12, 2017, among Cell MedX Corp., and Richard N. Jeffs.
10.56		Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Yanika Silina
10.57		Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Da Costa Management Corp.
10.58		Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and John Giovanni Di Cicco
14.1		Code of Ethics (3)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from this Quarterly Report on Form 10-Q for three-month periods ended August 31, 2017 and 2016 formatted in XBRL (extensible Business Reporting Language):
		(1) Consolidated Balance Sheets at August 31, 2017 (unaudited), and May 31, 2017.
		(2) Unaudited Condensed Interim Consolidated Statements of Operations for the Three Months Ended August 31, 2017 and August 31, 2016.
		(3) Unaudited Condensed Interim Consolidated Statement of Stockholders’ Deficit as at August 31, 2017.
		(3) Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Three Months Periods ended August 31, 2017 and August 31, 2016.


(1)		Filed as an exhibit to the Company’s Registration Statement on Form S-1 filed with SEC on July 13, 2010
(2)		Filed as an exhibit to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with SEC on October 13, 2010
(3)		Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with SEC on August 26, 2014
(4)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on September 5, 2014
(5)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 9, 2014
(6)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on October 17, 2014
(7)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 3, 2014
(8)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 18 , 2014
(9)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2014
(10)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2015
(11)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2015
(12)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2015
(13)		Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 3, 2015
(14)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2016
(15)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 15, 2015
(16)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2016
(17)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2016
(18)		Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2016
(19)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2016
(20)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2017
(21)		Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 29, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Cell MedX Corp.

Date: October 16, 2017	By:	/s/ Frank E. McEnulty
		Frank E. McEnulty
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Date: October 16, 2017	By:	/s/Yanika Silina
		Yanika Silina
		Chief Financial Officer
		(Principal Accounting Officer)

CELL MEDX CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frank E. McEnulty, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending August 31, 2017, of Cell MedX Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 16, 2017

/s/ Frank E. McEnulty

Frank E. McEnulty

Chief Executive Officer and President

(Principal Executive Officer)

CELL MEDX CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yanika Silina, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending August 31, 2017, of Cell MedX Corp.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 16, 2017

/s/Yanika Silina

Yanika Silina

Chief Financial Officer

(Principal Accounting Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cell MedX Corp. (the “Company”) on Form 10-Q for the period ending August 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 16, 2017

/s/ Frank E. McEnulty

Frank E. McEnulty

Chief Executive Officer and President

(Principal Executive Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cell MedX Corp. (the “Company”) on Form 10-Q for the period ending February 28, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 16, 2017

/s/Yanika Silina

Yanika Silina

Chief Financial Officer

(Principal Accounting Officer)

LOAN AGREEMENT

July 12, 2017

Richard N. Jeffs (the “Lender”) of 11750 Fairtide Road, Ladysmith, BC V9G 1K5, advanced CDN$25,000 (the “Principal Sum”) to Cell MedX Corp. (the “Borrower”) of 123 W. Nye Ln, Suite 446, Carson City, NV 89706. The Lender advanced the funds on July 12, 2017.

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) from July 12, 2017. The Borrower is liable for repayment for the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


LENDER		BORROWER
Richard N. Jeffs		Cell MedX Corp.

Per:		Per:


/s/ Richard N. Jeffs		*/s/ Yanika Silina*
Richard N. Jeffs		Yanika Silina, CFO

PROMISSORY NOTE


Principal Amount: CAD$25,000	July 12, 2017

FOR VALUE RECEIVED Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $25,000 lawful money of Canada (the “Principal Sum”) together with interest on the Principal Sum from July 12, 2017 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

The Borrower may repay the Principal Sum and the Interest in whole or in part at any time.

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

BORROWER

Cell MedX Corp.

Per:

/s/ Yanika Silina

Yanika Silina, CFO

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.

NON-QUALIFIED STOCK OPTION AGREEMENT

CELL MEDX CORP.

A Nevada Corporation

THIS AGREEMENT is made between CELL MEDX CORP. , a Nevada corporation (hereinafter referred to as the "Company"), and YANIKA SILINA of 49 - 8068 207 STREET, LANGLEY, BC V2Y 0M9 (hereinafter referred to as the “Optionee”), effective as of the 24 day of AUGUST , 2017 (the “Grant Date”).

Options Granted. The Company hereby grants the Optionee non-qualified stock options (the “Options”) to purchase up to an aggregate of 300,000 shares of the Company’s common stock, par value $0.001 per share, exercisable at an initial exercise price of $0.35 per share (the “Exercise Price”), for a term commencing on the Grant Date and expiring at 5:00 pm (Pacific Time) on the fifth (5 ^th ) year anniversary of Grant Date set forth above (the “Expiration Date”), and further provided that the right of the Optionee to exercise the Options is subject to compliance with the registration or prospectus requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”), any applicable state securities laws and any applicable Canadian securities laws, or the availability of applicable exemptions from such registration or prospectus requirements

Vesting. The Optionee’s right to exercise the Options granted by the Company under this Agreement vests on the Grant Date and is not subject to any additional vesting conditions.

Termination of Options. If, prior to the Expiration Date for the Options as set forth in Section 1 hereof, the Optionee ceases to act as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever, the following rules shall apply:

(a)

If the Optionee ceases to act as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever due to the Optionee voluntarily resigning or refusing to stand for re-election or re-appointment (including, but not limited to a voluntary resignation or refusal to stand for re-election or re-appointment due to the illness, incapacity or death of the Optionee), then any Options available for exercise shall be exercisable by the Optionee for a period ending on the earlier of (A) the Expiration Date set forth in Section 1, and (B) the date that is ninety (90) days after the Termination Date.

(b)

If the Optionee ceases to act as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever due to the termination or removal of the Optionee from such positions for any reason other than Cause, then any Options available for exercise shall be exercisable by the Optionee for a period ending on the earlier of (A) the Expiration Date set forth in Section 1, and (B) the date that is the third (3rd) year anniversary of the Termination Date.

(c)

If the Optionee ceases to act as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever due to the termination or removal of the Optionee from such positions for Cause, then all Options granted by the Company under this Agreement shall immediately terminate and cease to be exercisable on the Termination Date.

(d)

For purposes of this Section 3:

(i)

“Parent” shall mean a “parent” of the Company as defined in Rule 405 of the US Securities Act;

- 2 -

(ii)

“Subsidiary” shall mean a “subsidiary” of the Company as defined in Rule 405 of the US Securities Act;

(iii)

“Cause” shall mean any of the following, whether occurring prior to, or on or after the date of this Agreement: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by the Optionee; (2) grossly negligent or intentional damage to the Company’s reputation or assets caused by the Optionee; (3) grossly negligent or intentional disclosure by the Optionee of confidential information of the Company; (4) the willful and continued failure by the Optionee to substantially perform required duties for the Company (other than as a result of disability or death) for a period of 10 days after a written demand for substantial performance is delivered to the Optionee by the Company; (5) a material breach by the Optionee of any of his obligations under this Agreement continuing for a period of 10 days after a written demand for substantial performance is delivered to the Optionee by the Company; or (6) the willful engagement in illegal conduct, gross misconduct by the Optionee, or a clearly established violation by the Optionee of the Company’s written policies and procedures, which is demonstrably and materially injurious to the Company, monetarily or otherwise.

Method of Exercise. To exercise any Options that are exercisable under this Agreement, the Optionee shall complete and execute the form of Notice of Exercise attached as Schedule A to this Agreement, or such other form of written notice acceptable to the Company, and shall deliver such notice to the Company at its principal place of business together with payment in full of the aggregate exercise price for such Options by check or other method of payment acceptable to the Company, at its sole discretion.

US Securities Agreements of the Optionee.

(a)

The Optionee acknowledges and agrees that the Company’s securities being offered to it under this Agreement are, or will be, “restricted securities” as defined in Rule 144 of the US Securities Act and that the offer of such securities to the Optionee is being made pursuant to an exemption from the registration requirements of the US Securities Act.

(b)

The Optionee acknowledges and agrees that, notwithstanding any other provision of this Agreement, the Options may not be exercised, and the Options and the shares issuable to the Optionee upon the exercise of such Options (the “Option Shares”) may not be reoffered, resold or otherwise transferred, except pursuant to an effective registration statement under the US Securities Act and any applicable state securities laws, or pursuant to an available exemption from such registration requirements. The Optionee further agrees that the Company will refuse to register any transfer of the Options or the Option Shares not made in accordance with the provisions of Regulation S of the US Securities Act, pursuant to an effective registration under the US Securities Act and any applicable state securities laws, or pursuant to an available exemption from such registration requirements.

(c)

The Optionee acknowledges and agrees that, unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), all certificates representing the Option Shares issued as a result of such exercise will be endorsed with a restrictive legend substantially similar to the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

- 3 -

Canadian Securities Agreements of the Optionee.

(a)

The Optionee acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in Canadian Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets , as amended (“MI 51-105”), and that the Option Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Optionee further acknowledges and agrees that (i) the Options and the Option Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105; (ii) the Optionee will, and will cause its affiliates to, comply with such conditions in making any trade of the Options or Option Shares in or from a jurisdiction in Canada; and (iii) the Company will refuse to register any transfer of the Options or Option Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met:

(i)

A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company;

(ii)

If the person trading the securities is a control person of the Company, such person has held the securities for at least 6 months;

(iii)

The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class;

(iv)

The trade is made through an investment dealer registered in a jurisdiction in Canada;

(v)

The investment dealer executes the trade through any of the over-the-counter markets in the United States;

(vi)

There has been no unusual effort made to prepare the market or create a demand for the securities;

(vii)

No extraordinary commission or other consideration is paid to a person for the trade;

(viii)

If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and

(ix)

All certificates representing the Offered Securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105.

(b)

The Optionee represents and warrants that it is a resident of the jurisdiction specified in the Optionee’s address as set out in the signature page to this Agreement and that he does not presently intend to trade any of the Option Shares in or from a jurisdiction in Canada. If the Optionee does, in the future, intend to trade the Option Shares in or from a jurisdiction in Canada, it will, in addition to complying with the provisions of Section 6(a), re-submit all certificates representing the Option Shares to the Company for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

Representations and Warranties of the Optionee. The Optionee represents, warrants and covenants to and with the Company as follows, and acknowledges that the Company is relying upon such covenants, representations and warranties in connection with the granting of the Options to the Optionee and the offer, sale and issuance of the Option Shares to the Optionee upon exercise of this Option:

- 4 -

(a)

The Optionee is an executive officer, employee or a consultant of the Company, and as such has access to all information regarding the Company and the Company’s business and financial prospects necessary to make a fully informed decision regarding the exercise of the Options;

(b)

The Optionee acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only persons who can afford the loss of their entire investment should consider investing in the Company. The Optionee is able to fend for himself/herself/itself, can bear the economic risk of the Optionee's investment, and has such knowledge and experience in financial or business matters such that the Optionee is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement.

(c)

The Optionee acknowledges that the offering of the Option Shares by the Company has not been reviewed by the SEC or any other securities commission or regulatory body, and that the Options Shares will be issued by the Company pursuant to an exemption from registration under the Securities Act and an exemption from the prospectus requirements under applicable Canadian securities laws.

(d)

The Option Shares will be acquired by the Optionee for investment for the Optionee's own account, as principal, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing the same. The Optionee does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Option Shares.

Capital Adjustments. The existence of the Options shall not affect in any way the right or power of the Company or its stockholders to: (1) make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business; (2) enter into any merger or consolidation; (3) issue any bonds, debentures, preferred or prior preference stocks ahead of or affecting the common stock or the rights thereof, (4) issue any securities convertible into any common stock, (5) issue any rights, options, or warrants to purchase any common stock, (6) dissolve or liquidate the Company, (7) sell or transfer all or any part of its assets or business, or (8) take any other corporate act or proceedings, whether of a similar character or otherwise.

Adjustments for Reorganizations and Recapitalizations. If there shall, prior to the exercise of any of the Options, be any stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders (other than a normal cash dividend) or other change in the Company’s corporate or capital structure that results in (a) the Company’s outstanding shares of common stock (or any securities exchanged therefore or received in their place) being exchanged for a different number or kind of securities of the Company or any other corporation, or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of shares of the Company’s common stock, then there shall automatically be an adjustment in either the number of shares which may be purchased pursuant hereto, the type of shares which may be purchased pursuant hereto or the price at which such shares may be purchased, or any combination thereof, so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Company shall have the sole and exclusive power to make such adjustments as it considers necessary and desirable.

10.

Transfer of the Options. During the Optionee's lifetime, the Options shall be exercisable only by the Optionee, and may not be transferred by the Optionee without the express written consent of the Company, to be obtained in each instance. Upon the Optionee’s death, (i) any Options that have vested may be transferred solely in accordance with the laws of descent and distribution, and will continue to be exercisable in accordance with the terms and conditions set forth herein; and (ii) any Options that have not vested may not be transferred and shall expire in accordance with Section 0.

11.

Rights as Shareholder. The Optionee will not be deemed to be a holder of any shares pursuant to the exercise of the Options until he or she pays the Exercise Price and a stock certificate is delivered to him or her for those shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date the stock certificate is delivered.

- 5 -

12.

Withholding Taxes. The Optionee authorizes the Company to withhold from any payments due to the Optionee by the Company, whether pursuant to this Agreement or otherwise, any amounts required to be withheld and remitted by the Company on account of any income and employment taxes resulting from this Agreement.

13.

Miscellaneous.

(a)

Any notice required or permitted to be given under this Agreement shall be in writing and may be delivered personally or by fax, or by prepaid registered post addressed to the parties at such address of which notice may be given by either of such parties. Any notice shall be deemed to have been received, if personally delivered or by fax, on the date of delivery, and, if mailed as aforesaid, then on the fifth business day after and excluding the day of mailing.

(b)

This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties agree that the courts of the Province of British Columbia shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this agreement. Each party attorns to the jurisdiction of the courts of the Province of British Columbia.

(c)

Time shall be of the essence of this agreement and of every part of it and no extension or variation of this agreement shall operate as a waiver of this provision.

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- 6 -

(d)

This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Grant Date set forth above.


CELL MEDX CORP.
by its authorized signatory:


/s/ Yanika Silina
Name: Yanika Silina

Title: Chief Financial Officer

OPTIONEE:


/s/ Yanika Silina
SIGNATURE OF OPTIONEE

YANIKA SILINA
NAME OF OPTIONEE

49 - 8068 207 STREET, LANGLEY, BC V2Y 0M9
ADDRESS

300,000
NUMBER OF OPTIONS

SCHEDULE A TO

NON-QUALIFIED OPTION AGREEMENT

NOTICE OF EXERCISE FORM

TO:

CELL MEDX CORP.

A Nevada corporation (the “Company”)

Dear Sirs:

The undersigned (the “Subscriber”) hereby exercises the right to purchase and hereby subscribes for

_________________________________________

(Insert No. of Shares)

shares (the “Option Shares”) of the common stock, par value $0.001 per share (the “Common Stock”) of the Company referred to in the Non-Qualified Stock Option Agreement between the Company and the Optionee dated the 24 day of AUGUST , 2017 (the “Option Agreement”), in accordance with the terms and conditions thereof, and herewith makes payment by cheque of the purchase price in full for the Option Shares in accordance with the Option Agreement.

Please issue a certificate for the shares being purchased as follows in the name of the Subscriber:


NAME:
	(Please Print)
ADDRESS:

The Subscriber represents and warrants to the Company that:

(a)

(b)

The Subscriber has not offered or sold the Option Shares within the meaning of the United States Securities Act of 1933, as amended (the “US Securities Act”);

(c)

The Subscriber is acquiring the Option Shares for its own account for investment purposes, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;

(d)

The Subscriber does not intend any sale of the Option Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;

(e)

The Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Option Shares;

(f)

The Subscriber is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Option Shares;

(g)

The Option Shares were offered to the Subscriber in direct communication between the Subscriber and the Corporation and not through any advertisement of any kind;

(h)

The Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make;

(i)

This subscription form will also confirm the Subscriber’s agreement as follows:

- 8 -

(i)

Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the Option Shares may not be resold, transferred or hypothecated except pursuant to an effective registration statement under the US Securities Act and any applicable state securities laws, or an opinion of counsel satisfactory to the Corporation to the effect that such registration is not necessary. The Company will refuse to register any sale or transfer of the Option Shares not made in compliance with the US Securities Act or any other applicable securities laws.

(ii)

Only the Company can take action to register the Option Shares under the US Securities Act or applicable state securities law or to comply with the requirements for an exemption under the US Securities Act or applicable state securities law.

(iii)

Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the certificates representing the Option Shares will be endorsed with a legend substantially as follows or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the US Securities Act and any other applicable laws or regulations:

(j)

The Subscriber acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in Canadian Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets , as amended (“MI 51-105”), and that the Option Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Subscriber further acknowledges and agrees that (i) the Option Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105; (ii) the Optionee will, and will cause its affiliates to, comply with such conditions in making any trade of the Option Shares in or from a jurisdiction in Canada; and (iii) the Company will refuse to register any transfer of the Option Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105.

(k)

The Subscriber represents and warrants to the Company that it is a resident of the jurisdiction set forth in the address provided below, that it does not presently intend to trade the Option Shares in or from a jurisdiction in Canada. If, after the date hereof, the Subscriber does intend to trade the Option Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Option Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

DATED this day of , .


Signature of Subscriber:
Name of Subscriber:
Address of Subscriber:

NON-QUALIFIED STOCK OPTION AGREEMENT

CELL MEDX CORP.

A Nevada Corporation

THIS AGREEMENT is made between CELL MEDX CORP. , a Nevada corporation (hereinafter referred to as the "Company"), and DA COSTA MANAGEMENT CORP. of 820 - 1130 WEST PENDER STREET, VANCOUVER, BC V6E 4A4 (hereinafter referred to as the “Optionee”), effective as of the 24 day of AUGUST , 2017 (the “Grant Date”).

Options Granted. The Company hereby grants the Optionee non-qualified stock options (the “Options”) to purchase up to an aggregate of 1,500,000 shares of the Company’s common stock, par value $0.001 per share, exercisable at an initial exercise price of $0.35 per share (the “Exercise Price”), for a term commencing on the Grant Date and expiring at 5:00 pm (Pacific Time) on the fifth (5 ^th ) year anniversary of Grant Date set forth above (the “Expiration Date”), and further provided that the right of the Optionee to exercise the Options is subject to compliance with the registration or prospectus requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”), any applicable state securities laws and any applicable Canadian securities laws, or the availability of applicable exemptions from such registration or prospectus requirements

Vesting. The Optionee’s right to exercise the Options granted by the Company under this Agreement vests on the Grant Date and is not subject to any additional vesting conditions.

(a)

(b)

(c)

If the Optionee ceases to act as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever due to the termination or removal of the Optionee from such positions for Cause, then all Options granted by the Company under this Agreement shall immediately terminate and cease to be exercisable on the Termination Date.

(d)

For purposes of this Section 3:

(i)

“Parent” shall mean a “parent” of the Company as defined in Rule 405 of the US Securities Act;

- 2 -

(ii)

“Subsidiary” shall mean a “subsidiary” of the Company as defined in Rule 405 of the US Securities Act;

(iii)

US Securities Agreements of the Optionee.

(a)

(b)

(c)

- 3 -

Canadian Securities Agreements of the Optionee.

(a)

(i)

A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company;

(ii)

If the person trading the securities is a control person of the Company, such person has held the securities for at least 6 months;

(iii)

(iv)

The trade is made through an investment dealer registered in a jurisdiction in Canada;

(v)

The investment dealer executes the trade through any of the over-the-counter markets in the United States;

(vi)

There has been no unusual effort made to prepare the market or create a demand for the securities;

(vii)

No extraordinary commission or other consideration is paid to a person for the trade;

(viii)

If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and

(ix)

All certificates representing the Offered Securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105.

(b)

- 4 -

(a)

(b)

(c)

(d)

10.

11.

- 5 -

12.

13.

Miscellaneous.

(a)

(b)

(c)

Time shall be of the essence of this agreement and of every part of it and no extension or variation of this agreement shall operate as a waiver of this provision.

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- 6 -

(d)

This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Grant Date set forth above.


CELL MEDX CORP.
by its authorized signatory:


/s/ Yanika Silina
Name: Yanika Silina

Title: Chief Financial Officer

OPTIONEE:


/s/ Joao (John) da Costa
SIGNATURE OF OPTIONEE
Title: President

DA COSTA MANAGEMENT CORP.
NAME OF OPTIONEE

820 - 1130 WEST PENDER STREET, VANCOUVER, BC V6E 4A4
ADDRESS

1,500,000
NUMBER OF OPTIONS

SCHEDULE A TO

NON-QUALIFIED OPTION AGREEMENT

NOTICE OF EXERCISE FORM

TO:

CELL MEDX CORP.

A Nevada corporation (the “Company”)

Dear Sirs:

The undersigned (the “Subscriber”) hereby exercises the right to purchase and hereby subscribes for

_________________________________________

(Insert No. of Shares)

Please issue a certificate for the shares being purchased as follows in the name of the Subscriber:


NAME:
	(Please Print)
ADDRESS:

The Subscriber represents and warrants to the Company that:

(a)

(b)

The Subscriber has not offered or sold the Option Shares within the meaning of the United States Securities Act of 1933, as amended (the “US Securities Act”);

(c)

(d)

(e)

(f)

The Subscriber is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Option Shares;

(g)

The Option Shares were offered to the Subscriber in direct communication between the Subscriber and the Corporation and not through any advertisement of any kind;

(h)

The Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make;

(i)

This subscription form will also confirm the Subscriber’s agreement as follows:

- 8 -

(i)

(ii)

(iii)

Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the certificates representing the Option Shares will be endorsed with a legend substantially as follows or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the US Securities Act and any other applicable laws or regulations:

(j)

(k)

DATED this day of , .


Signature of Subscriber:
Name of Subscriber:
Address of Subscriber:

NON-QUALIFIED STOCK OPTION AGREEMENT

CELL MEDX CORP.

A Nevada Corporation

THIS AGREEMENT is made between CELL MEDX CORP. , a Nevada corporation (hereinafter referred to as the "Company"), and JOHN GIOVANNI DI CICCO of 10168 LAWSON DRIVE, RICHMOND, BC V7E 5M3 (hereinafter referred to as the “Optionee”), effective as of the 24 day of AUGUST , 2017 (the “Grant Date”).

Options Granted. The Company hereby grants the Optionee non-qualified stock options (the “Options”) to purchase up to an aggregate of 250,000 shares of the Company’s common stock, par value $0.001 per share, exercisable at an initial exercise price of $0.35 per share (the “Exercise Price”), for a term commencing on the Grant Date and expiring at 5:00 pm (Pacific Time) on the fifth (5 ^th ) year anniversary of Grant Date set forth above (the “Expiration Date”), and further provided that the right of the Optionee to exercise the Options is subject to compliance with the registration or prospectus requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”), any applicable state securities laws and any applicable Canadian securities laws, or the availability of applicable exemptions from such registration or prospectus requirements

Vesting. The Optionee’s right to exercise the Options granted by the Company under this Agreement vests on the Grant Date and is not subject to any additional vesting conditions.

(a)

(b)

(c)

If the Optionee ceases to act as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever due to the termination or removal of the Optionee from such positions for Cause, then all Options granted by the Company under this Agreement shall immediately terminate and cease to be exercisable on the Termination Date.

(d)

For purposes of this Section 3:

(i)

“Parent” shall mean a “parent” of the Company as defined in Rule 405 of the US Securities Act;

- 2 -

(ii)

“Subsidiary” shall mean a “subsidiary” of the Company as defined in Rule 405 of the US Securities Act;

(iii)

US Securities Agreements of the Optionee.

(a)

(b)

(c)

- 3 -

Canadian Securities Agreements of the Optionee.

(a)

(i)

A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company;

(ii)

If the person trading the securities is a control person of the Company, such person has held the securities for at least 6 months;

(iii)

(iv)

The trade is made through an investment dealer registered in a jurisdiction in Canada;

(v)

The investment dealer executes the trade through any of the over-the-counter markets in the United States;

(vi)

There has been no unusual effort made to prepare the market or create a demand for the securities;

(vii)

No extraordinary commission or other consideration is paid to a person for the trade;

(viii)

If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and

(ix)

All certificates representing the Offered Securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105.

(b)

- 4 -

(a)

(b)

(c)

(d)

10.

11.

- 5 -

12.

13.

Miscellaneous.

(a)

(b)

(c)

Time shall be of the essence of this agreement and of every part of it and no extension or variation of this agreement shall operate as a waiver of this provision.

-- THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK –

- 6 -

(d)

This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Grant Date set forth above.


CELL MEDX CORP.
by its authorized signatory:


/s/ Yanika Silina
Name: Yanika Silina

Title: Chief Financial Officer

OPTIONEE:


/s/ John Giovanni Di Cicco
SIGNATURE OF OPTIONEE

JOHN GIOVANNI DI CICCO
NAME OF OPTIONEE

10168 LAWSON DRIVE, RICHMOND, BC V7E 5M3
ADDRESS

250,000
NUMBER OF OPTIONS

SCHEDULE A TO

NON-QUALIFIED OPTION AGREEMENT

NOTICE OF EXERCISE FORM

TO:

CELL MEDX CORP.

A Nevada corporation (the “Company”)

Dear Sirs:

The undersigned (the “Subscriber”) hereby exercises the right to purchase and hereby subscribes for

_________________________________________

(Insert No. of Shares)

Please issue a certificate for the shares being purchased as follows in the name of the Subscriber:


NAME:
	(Please Print)
ADDRESS:

The Subscriber represents and warrants to the Company that:

(a)

(b)

The Subscriber has not offered or sold the Option Shares within the meaning of the United States Securities Act of 1933, as amended (the “US Securities Act”);

(c)

(d)

(e)

(f)

The Subscriber is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Option Shares;

(g)

The Option Shares were offered to the Subscriber in direct communication between the Subscriber and the Corporation and not through any advertisement of any kind;

(h)

The Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make;

(i)

This subscription form will also confirm the Subscriber’s agreement as follows:

(i)

- 2 -

satisfactory to the Corporation to the effect that such registration is not necessary. The Company will refuse to register any sale or transfer of the Option Shares not made in compliance with the US Securities Act or any other applicable securities laws.

(ii)

(iii)

Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the certificates representing the Option Shares will be endorsed with a legend substantially as follows or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the US Securities Act and any other applicable laws or regulations:

(j)

(k)

DATED this day of , .


Signature of Subscriber:
Name of Subscriber:
Address of Subscriber: