CO2 GRO : Interim Financial Statements May 28, 2021

CO2 GRO Inc.

Unaudited Interim Consolidated Financial Statements

(expressed in Canadian dollars)

As at and for the 3 months ended

March 31, 2021 and 2020

NOTICE TO READER

The accompanying unaudited interim consolidated financial statements of

CO2 GRO Inc. (the "Company") have been prepared by and are the responsibility of management. These unaudited interim consolidated financial statements as at and for the three months ended March 31, 2021 and 2020 have not been reviewed by the Company's auditors.

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited interim consolidated financial statements of CO2 GRO Inc. are the responsibility of the management and the Board of Directors (the "Board") of the Company and have been prepared in accordance with the accounting policies disclosed in the notes to the unaudited interim consolidated financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the unaudited interim consolidated financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34 Interim Financial Reporting of International Financial Reporting Standards using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

The Board is responsible for reviewing and approving the unaudited interim consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited interim consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board for its consideration in approving the unaudited interim consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

("ICFR")

Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting.

As the Company is a Venture Issuer (as defined under under National Instrument 52-109Certification of Disclosure in Issuers' Annual and Interim Filings) ("NI 52-109"), the Company and Management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures ("DC&P") and/or ICFR, as defined in NI 52-109,nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective bases DC&P and ICFR for the issuer may result in additional risks of quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

"John Archibald"	"Stephen M. Gledhill"
John Archibald	Stephen M. Gledhill
President and Chief Executive Officer	Chief Financial Officer
May 27, 2021	May 27, 2021

CO2 GRO Inc.

Unaudited Interim Consolidated Statements of Financial Position

(expressed in Canadian dollars)

	March 31,	December 31,
As at	2020	2020
Assets	$	$
Current assets
Cash	1,357,663	945,419
Sales taxes recoverable	31,394	42,472
Accounts receivable (note 6)	6,266	-
Prepaid expenses (note 7)	101,251	59,533
Inventory (note 8)	172,566	165,566
Total current assets	1,669,140	1,212,990
Non-current assets
Intangibles, net (note 9)	125,831	117,215
	125,831	117,215
Total assets	1,794,971	1,330,205
Liabilities
Current liabilities
Trade payables and accrued liabilities (note 10)	193,267	301,868
Deferred revenue (note 11)	20,126	4,345
Due to related parties (note 13)	57,380	2,496
Total current liabilities	270,773	308,709
Total liabilities	270,773	308,709
Shareholders' equity
Common shares (note 12.2)	17,232,294	16,310,249
Reserve for warrants (note 12.3)	467,993	621,993
Contributed surplus (note 12.4)	4,122,260	4,174,669
Accumulated deficit	(20,298,349)	(20,085,415)
Total shareholders' equity	1,524,198	1,021,496
Total liabilities and shareholders' equity	1,794,971	1,330,205
Going concern (note 1)	Approved for issuance by the Board on
Significant contracts, commitments and		May 27, 2021
litigation (note 17)
Subsequent events (note 20)	"Rose Marie Gage", Director

"Michael Boyd", Director

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

CO2 GRO Inc.

Unaudited Interim Consolidated Statements of Operations and Comprehensive Loss

(expressed in Canadian dollars-except weighted average number of common shares outstanding)

	3 months ended
	March 31,	March 31,
	2021	2020
	$	$
Revenue (note 14)	16,597	41,295
Cost of sales (note 15)	(40,276)	(35,701)
Gross profit (loss)	(23,679)	5,594
Expenses
Administration	20,479	45,853
Amortization & depreciation	1,698	361
Compensation	73,448	80,287
Consulting fees	22,500	23,688
Foreign exchange (gains) losses	946	(1,668)
Investor relations and public reporting costs	48,416	27,424
Professional fees	6,147	30,477
Research and development (note 16)	6,320	22,899
Share-based compensation (note 12.5)	6,981	65,622
Total expenses	186,935	294,943
Operating loss	(210,614)	(289,349)
Change in expected credit losses (note 6)	(2,089)	(2,517)
Interest expense	(231)	-
Loss and comprehensive loss for the period	(212,934)	(291,866)
Basic and fully-diluted loss and comprehensive loss per share	(0.00)	(0.00)
Weighted average number of common shares outstanding	81,740,709	66,892,173

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

CO2 GRO Inc.

Unaudited Interim Consolidated Statements of Changes in Equity

(expressed in Canadian dollars)

	Capital stock
			Reserve for
	Number of		Contributed	Accumulated
	shares	Amount	Warrants	surplus	deficit	Total
		$	$	$	$	$
Balance at December 31, 2019	68,117,004	15,399,817	130,461	3,960,737	(19,090,980)	400,035
Share-based compensation for the period	-	-	-	65,622	-	65,622
Loss and comprehensive loss	-	-	-	-	(291,866)	(291,866)
Balance at March 31, 2020	68,117,004	15,399,817	130,461	4,026,358	(19,382,846)	173,790
Shares issued for cash	11,498,695	1,379,844	-	-	-	1,379,844
Cost of issuance	-	(5,105)	-	-	-	(5,105)
Fair value of issued warrants	-	(491,532)	491,532	-	-	-
Adjustment to shares for debt	-	27,225	-	-	-	27,225
Share-based compensation	-	-	-	148,311	-	148,311
Loss and comprehensive loss for the period	-	-	-	-	(702,569)	(702,569)
Balance at December 31, 2020	79,615,699	16,310,249	621,993	4,174,669	(20,085,415)	1,021,496
Exercise of warrants	3,850,000	462,000	-	-	-	462,000
Fair value of exercised warrants	-	154,000	(154,000)	-	-	-
Exercise of options	1,144,019	246,655	-	-	-	246,655
Fair value of exercised options	-	59,390	-	(59,930)	-	-
Share-based compensation for the period	-	-	-	6,981	-	6,981
Loss and comprehensive loss for the period	-	-	-	-	(212,934)	(212,934)
Balance at March 31, 2021	84,609,718	17,232,294	467,993	4,122,260	(20,298,349)	1,524,198

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