Captor Capital : July 28, 2023Audited Annual Financial Statements ended March 31, 2023

CAPTOR CAPITAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2023 AND 2022

(EXPRESSED IN CANADIAN DOLLARS)

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of

Captor Capital Corp.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Captor Capital Corp. (the Company), which comprise the consolidated statements of financial position as at March 31, 2023 and 2022, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended, in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information Other than the Consolidated Financial Statements and Auditor's Report Thereon Management is responsible for the other information. The other information comprises the annual management's discussion and analysis, but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Pat Kenney.

Chartered Professional Accountants

Licensed Public Accountants

Mississauga, Ontario

July 28, 2023

CAPTOR CAPITAL CORP.

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

					As at		As at
					March 31,		March 31,
					2023		2022
ASSETS
Current		$	15,087,180
Cash and cash equivalents		$	20,318,036
Amounts receivable, prepaid expenses and deposits (Note 6)	3,761,718		3,187,818
Inventory				1,440,471		2,038,449
Investments at fair value (Note 10)			3,474,539		2,199,576
Non-current				23,763,908		27,743,879
			848,873
Amounts receivable and prepaid expenses (Note 6)				895,143
Right-of-use assets (Note 7)				6,138,586		7,178,662
Property and equipment (Note 8)				2,905,531		3,200,850
Goodwill (Note 9)				6,304,019		7,574,881
Intangibles (Note 9)				7,319,491		9,823,108
			$	47,280,408	$	56,416,523
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Current		$	9,918,789
Accounts payable and accrued liabilities (Note 19)	$	6,799,132
Promissory note payable (Note 11(ii))			79,086		221,548
Loans and notes payable (Note 11(i))			154,954		156,088
Lease liabilities (Note 12)				1,195,247		1,066,886
Income tax payable (Note 20)				4,889,961		2,397,303
Non-current				16,238,037		10,640,957
			440
Promissory note payable (Note 11(ii))				25,398
Loans and notes payable (Note 11(i))			-		143,081
Lease liabilities (Note 12)				6,462,747		7,071,181
Deferred tax liability (Note 20)				1,381,792		2,157,368
Uncertain tax liability (Note 20)				2,201,496		-
					26,284,512		20,037,985
Shareholders' Equity				116,143,585
Share capital (Note 13)					116,143,585
Contributed surplus				32,512,168		32,512,168
Accumulated other comprehensive loss			(1,477,638)		(3,319,724)
Deficit				(130,455,525)		(117,471,915)
					16,722,590		27,864,114
Non-controlling interest (Note 5)				4,273,306		8,514,424
					20,995,896		36,378,538
			$	47,280,408	$	56,416,523
NATURE OF OPERATIONS (Note 1)
SUBSEQUENT EVENTS (Note 22)
APPROVED ON BEHALF OF THE BOARD:
Signed "John Zorbas "	, Director	Signed "Kyle Appleby"		, Director

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

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