Compass Venture Inc. — Capital/Financing Update 2021

Jan 26, 2021

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

Compass Venture Inc. (the " Company ") 1 North Bridge Road, #02-07 High Street Centre Singapore 179094

Item 2 Date of Material Change

January 21, 2021

Item 3 News Release

News Release issued on January 21, 2021 and disseminated through Stockwatch.

Item 4 Summary of Material Change

The Company has successfully completed its initial public offering of 3,500,000 common shares at $0.10 per share for gross proceeds of $350,000 (the " IPO ") under a prospectus dated October 26, 2020 (the " Prospectus "). The Company also completed the concurrent non-brokered private placement of 2,000,000 common shares at $0.10 per share to raise gross proceeds of $200,000 as contemplated in the Prospectus. After completion of the IPO and the private placement, the Company now has 10,450,000 common shares issued and outstanding, with the directors and officers of the Company, in aggregate, holding 2,400,000 shares, which are subject to escrow restrictions pursuant to the policies of the TSX Venture Exchange (" TSXV ").

Concurrent with closing of the IPO, the Company also granted incentive stock options to its directors and officers to purchase up to 1,045,000 common shares, which are exercisable at a price of $0.10 per share for a period of ten years from the date of grant.

The Company's common shares were listed on the TSXV at the market open on January 21, 2021 and immediately halt traded pending closing of the IPO. The halt was lifted and trading of the shares began on January 25, 2021 under the symbol " CVI.P ".

Item 5 Full Description of Material Change

See attached Schedule "A" for full description.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not Applicable.

Item 7 Omitted Information

Not Applicable.

AC/7738524.1

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Item 8 Executive Officer

Contact: Dr. Kah Meng Lim, Chief Executive Officer & Director Telephone: (65) 6842 1142

Item 9 Date of Report

January 25, 2021

AC/7738524.1

SCHEDULE "A" NEWS RELEASE

AC/7738524.1

1 North Bridge Road, #02-07 High Street Centre, Singapore 179094

COMPASS VENTURE INC.

Compass Venture Inc. Completes Initial Public Offering as a Capital Pool Company and Private Placement

January 21, 2021 – Vancouver, British Columbia – Compass Venture Inc. (the " Company " or " Compass ") is pleased to announce that on January 21, 2021, it successfully completed its initial public offering (" IPO ") to raise the maximum gross proceeds of $350,000 pursuant to the final prospectus (" Prospectus ") dated October 26, 2020. A total of 3,500,000 common shares of the Company (" Shares ") were subscribed for at a price of $0.10 per Share. The Company also completed the concurrent non-brokered private placement of 2,000,000 Shares at $0.10 per Share to raise gross proceeds of $200,000 contemplated in the Prospectus. After completion of the IPO and the private placement, the Company now has 10,450,000 Shares issued and outstanding, with the directors and officers of the Company, in aggregate, holding 2,400,000 Shares, which are subject to escrow restrictions pursuant to the policies of the TSX Venture Exchange (" TSXV ").

PI Financial Corp. (the " Agent "), of Vancouver, British Columbia, acted as agent for the IPO and received a cash commission of $35,000 being 10% of the gross proceeds raised in the IPO, a corporate finance fee of $17,000 plus GST, and agent's warrants to purchase up to 350,000 Shares at a price of $0.10 per Share exercisable until the date that is 24 months after the Company’s Shares are listed on the TSXV. Concurrent with closing of the IPO, the Company also granted incentive stock options to its directors and officers to purchase up to 1,045,000 Shares, which are exercisable at a price of $0.10 per Share for a period of ten years from the date of grant.

The Shares were listed on the TSXV at the market open on January 21, 2021 and immediately halt traded pending closing of the IPO. The halt is expected to be lifted and trading of the Shares is expected to commence on or about Monday, January 25, 2021 under the symbol " CVI.P ".

The net proceeds of the IPO and the private placement, together with the proceeds from prior sales of Shares, will be used by Compass to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the TSXV’s Capital Pool Company (" CPC ") program.

The current directors of the Company are Dr. Kah Meng Lim, Joshua Siow, Craig Rollins, and Patricia Chow.

For further information please see the Prospectus, available under the Company's profile on SEDAR at www.sedar.com,

ABOUT COMPASS:

Compass is a CPC created to identify and evaluate potential acquisitions of commercially viable businesses and assets. The Company has not commenced commercial operations and has no assets other than cash. Except as permitted under the TSXV’s CPC policy, until the completion of the Qualifying Transaction, Compass will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a Qualifying Transaction within 24 months of listing.

For further information, please contact:

Dr. Kah Meng Lim, Chief Executive Officer Telephone: (65) 6842 1142 E-mail: kmlim@geneoasis.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.