Torrent Capital : FINANCIAL STATEMENTS FOR THE QUARTERS ENDED JUNE 30, 2023 AND 2022 (expressed in Canadian dollars)

TORRENT CAPITAL LTD.

FINANCIAL STATEMENTS

FOR THE QUARTERS ENDED

JUNE 30, 2023 AND 2022

(expressed in Canadian dollars)

August 17, 2023

Management's Responsibility for Financial Reporting

The accompanying condensed interim financial statements of Torrent Capital Ltd. (the "Company") are the responsibility of the Management and Board of Directors of the Company.

The condensed interim financial statements have been prepared by Management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the condensed interim 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 condensed interim financial statements have been prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards ("IFRS").

Management has established processes which are in place to provide them sufficient knowledge to support Management representations that they have exercised reasonable diligence that (i) the financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the condensed interim financial statements and (ii) the condensed interim financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the periods presented by the condensed interim financial statements.

The Board of Directors is responsible for reviewing and approving the condensed interim 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 of Directors in fulfilling this responsibility. The Audit Committee meets with Management to review the financial reporting process and the condensed interim financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the condensed interim financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company's affairs in compliance with applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

These unaudited condensed interim condensed interim financial statements have not been reviewed by the external auditors of the Company.

Halifax, Canada

(signed) "Wade Dawe"	(signed) "Robert Randall"
President and Chief Executive Officer	Chief Financial Officer
Halifax, Nova Scotia	Halifax, Nova Scotia

Torrent Capital Ltd.

Unaudited Condensed Interim Statements of Financial Position

As at June 30, 2023 and December 31, 2022

(Expressed in Canadian dollars unless otherwise indicated)

	June 30,	December 31,
	2023	2022
	$	$
ASSETS
Current assets
Cash and cash equivalents	84,632	263,923
Accounts receivable	2,551	5,218
Sales tax receivable	30,479	29,781
Prepaid expenses	23,038	2,758
Investments at fair value (note 3)	17,496,441	21,593,056
Income tax recoverable (note 8)	482,559	322,559
	18,119,700	22,217,295
Joint Venture (note 4)	225,041	160,685
Total Assets	18,344,741	22,377,980
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (note 7)	282,335	249,262
Non-current liabilities
Deferred income tax (note 8)	270,000	760,000
Total Liabilities	552,335	1,009,262
EQUITY
Share capital (note 5)	10,420,894	10,420,894
Contributed surplus (note 6)	459,506	379,692
Retained earnings	6,912,006	10,568,132
	17,792,406	21,368,718
Total Liabilities and Equity	18,344,741	22,377,980

Nature of Operations (note 1)
Approved on Behalf of the Board on August 17, 2023:
"Wade Dawe"	"Jim Megann"
Director	Director

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

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Torrent Capital Ltd.

Unaudited Condensed Interim Statements of Income (Loss) and Comprehensive Income (Loss) For the quarters ended June 30, 2023 and 2022

(Expressed in Canadian dollars unless otherwise indicated)

	Three months	Three months	Six months	Six months
	ended	ended	ended	ended
	June 30,	June 30,	June 30,	June 30,
	2023	2022	2023	2022
	$	$	$	$
REVENUE AND OTHER INCOME (LOSS)
Realized gain (loss) on investments	(195,341)	23,171	(340,468)	60,949
Unrealized loss on investments (note 3)	(1,694,252)	(5,132,780)	(3,388,634)	(7,983,895)
Equity loss from joint venture (note 4)	(31,949)	-	(65,600)	-
Interest income (note 4)	6,639	-	11,315	-
	(1,914,903)	(5,109,609)	(3,783,387)	(7,922,946)
EXPENSES
Consulting fees (note 7)	125,757	140,853	239,457	318,805
Directors' fees (note 7)	29,625	29,625	59,250	61,500
Professional fees	16,231	24,565	49,142	36,039
Insurance	8,250	8,250	16,500	16,216
Stock exchange and maintenance fees	7,691	11,004	11,784	15,180
Office and administration	27,671	17,052	55,464	36,422
Rent and related costs (note 7)	5,100	5,100	10,200	10,200
Travel	231	-	231	-
Stock-based compensation (note 6)	28,634	183,567	79,814	187,763
Foreign exchange loss (gain)	598	(2,236)	897	(1,480)
	(249,788)	(417,780)	(522,739)	(680,645)
LOSS BEFORE INCOME TAXES	(2,164,691)	(5,527,389)	(4,306,126)	(8,603,591)
INCOME TAXES
Current income tax recovery (expense) (note 8)	60,000	190,000	160,000	190,000
Deferred income taxes recovery (note 8)	240,000	680,000	490,000	1,070,000
	300,000	870,000	650,000	1,260,000
NET INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)	(1,824,691)	(4,657,389)	(3,656,126)	(7,343,591)
Basic and diluted income (loss) per share	(0.07)	(0.19)	(0.15)	(0.30)
Weighted average number of shares outstanding	25,004,167	24,436,750	25,004,167	24,334,775

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

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Torrent Capital Ltd.

Unaudited Condensed Interim Statements of Changes in Shareholders' Equity

For the quarters ended June 30, 2023 and 2022

(Expressed in Canadian dollars unless otherwise indicated)

		Common	Share	Contributed	Retained
		Shares	Capital	Surplus	Earnings	Total
		#	$	$	$	$
	Balance - January 1, 2022	24,231,667	9,952,356	431,560	16,978,281	27,362,197
	Net loss and comprehensive loss for the period	-	-	-	(7,343,591)	(7,343,591)
	Shares issued on vesting of restricted share units (note 6)	197,500	167,875	-	-	167,875
	Shares issued on the exercise of stock options (note 6)	575,000	300,663	(128,163)	-	172,500
	Stock-based compensation (note 6)	-	-	19,888	-	19,888
	Balance - June 30, 2022	25,004,167	10,420,894	323,285	9,634,690	20,378,869
	Net loss and comprehensive loss for the period	-	-	-	933,442	933,442
	Stock-based compensation (note 6)	-	-	56,407	-	56,407
	Balance - December 31, 2022	25,004,167	10,420,894	379,692	10,568,132	21,368,718
	Net loss and comprehensive loss for the period	-	-	-	(3,656,126)	(3,656,126)
	Stock-based compensation (note 6)	-	-	79,814	-	79,814
	Balance - June 30 2023	25,004,167	10,420,894	459,506	6,912,006	17,792,406

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

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