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## Opinion 

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Ceapro Inc. as at December 31, 2012 and 2011, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. 

## Emphasis of matter 

Without modifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that the Company incurred a net loss of $538,353 during the year ended December 31, 2012 and, as of that date, the Company had an accumulated deficit of $6,734,086. In fiscal 2013 the Company will also be required to obtain additional funding, estimated at $3,000,000, to finance leasehold improvements and the purchase of equipment for a new manufacturing facility. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

Edmonton, Canada 

April 4, 2013 

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