HAVN Life Sciences Inc. — Board/Management Information 2021

Feb 18, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

HAVN Life Sciences Inc. (the “ Company ”) Suite 2200, 885 Wet Georgia Street Vancouver, BC V6C 3E8

Item 2

Date of Material Change

February 17, 2021

Item 3 News Release

A news release with respect to the contents of this report was issued on February 17, 2021 and was disseminated through the facilities of recognized newswire services. A copy of the news release was filed on SEDAR.

Item 4 Summary of Material Change

The Company announced the departure of Ms. Barinder Rasode as President and as a director of the Company, effective immediately.

The Company also announces that its Chief Executive Officer, Mr. Tim Moore, has been appointed as a director of the Company.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced the departure of Ms. Barinder Rasode as President and as a director of the Company, effective immediately.

The Company also announces that its Chief Executive Officer, Mr. Tim Moore, has been appointed as a director of the Company.

Please see the news release attached as Schedule “A” for a full description of the material change.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The name and business number of the executive officers of the Company who are knowledgeable of the material change and this report are:

Tim Moore Chief Executive Officer Telephone – 604-359-0060

Item 9 Date of Report

February 17, 2021

SCHEDULE “A”

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Havn Life Announces Changes to Board Composition and Departure of Ms. Rasode

February 17, 2021

Vancouver, BC – Havn Life Sciences Inc. (CSE: HAVN) (OTC: HAVLF) (FSE: 5NP) (the “Company” or “Havn Life”), announces the departure of Ms. Barinder Rasode as President and as a director of the Company, effective immediately.

The Company also announces that its Chief Executive Officer, Mr. Tim Moore, has been appointed as a director of the Company.

Ms. Rasode commented, “We created Havn Life to benefit human health and harness the medicine found in nature. I am so pleased with how far we have come in such a short time. It was always my intention to leave once the right team was in place and the Company wellpositioned for success. That time has come, and I leave with confidence and excitement about the Company’s future.”

Mr. Vic Neufeld, Chairman of the Board of Havn Life, commented, “I’d like to thank Barinder for her vision in co-founding the Company and for her contributions toward realizing that vision, and I look forward to her continued support as a shareholder. The Company is extremely fortunate to have in Tim Moore a CEO who has a deep understanding of the biotechnology industry and who has demonstrated time and again the ability to achieve operational milestones while keeping key stakeholders and the wider investment community thoroughly engaged. It’s a pleasure to welcome Tim to the Board. We are very excited to strengthen his leadership of the Company and for the future of Havn Life.”

Mr. Tim Moore commented, “I welcome the opportunity to join the Havn Life Board. We have laid the foundation for continued good governance, with four of five Board members remaining independent of management, and I look forward to adding value in this new capacity as we pursue execution of our business plan.”

On Behalf of The Board of Directors

Eli Dusenbury Chief Financial Officer

About Havn Life Sciences Inc.

Havn Life Sciences is a biotechnology company on a mission to unlock human potential using evidence-informed research. The Company is focused on standardized, quality-controlled extraction of psychoactive compounds from plants and fungi, and the development of natural health care products from non-regulated compounds. Learn more at: havnlife.com and follow us on Facebook, Twitter and Instagram.

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Contact:

Investor Relations: ir@havnlife.com 604 359 0060 Media: brittany@exvera.com 778 238 6096

Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable securities laws relating to statements regarding the Company's business, products and future of the Company’s business. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company's products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The statements in this news release are made as of the date of this release.

The CSE has not reviewed, approved or disapproved the content of this press release

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