Innovotech Inc. — Share Issue/Capital Change 2026

Feb 2, 2026

Form 51-102F3
MATERIAL CHANGE REPORT

ITEM 1
Name and Address of Company
Innovotech Inc. (the “Company”)
Suite C203, 2011 - 94 Street NW
Edmonton, AB T6N 1H1

ITEM 2
Date of Material Change
January 26, 2026

ITEM 3
News Release
News Release dated January 26, 2026 was issued and disseminated on January 26, 2026 through the services of The NewsWire and filed that same date on SEDAR+.

ITEM 4
Summary of Material Change
Innovotech Inc. announces its intention to obtain a stock quotation in the United States and a trading symbol on the OTC Markets (“OTCQB”), an over-the-counter venture market.

ITEM 5
Full Description of Material Change
The material change is fully described in the news release attached as Schedule “A”.

ITEM 6
Reliance on Subsection 7.1(2) of National Instrument 51-102
None

ITEM 7
Omitted Information
Not Applicable

ITEM 8
Executive Officer
Craig Milne
President
Telephone: 604-239-1819

ITEM 9
Date of Report
February 2, 2026

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SCHEDULE "A"

Innovotech Inc. Announces Intention to Apply for Trading on the OTCQB Venture Market

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innovotech

News Release

January 26, 2026

Innovotech Inc. Announces Intention to Apply for Trading on the OTCQB Venture Market

Edmonton, Alberta - Innovotech Inc. (TSXV: IOT, "Innovotech", or the "Company") announces its intention to obtain a stock quotation in the United States and a trading symbol on the OTC Markets ("OTCQB"), an over-the-counter venture market. A quotation on the OTCQB will enhance the Company's visibility to the investment community with the goal of making the Company more accessible to retail and institutional investors in the United States and to increase the liquidity of the Company.

The OTCQB quotation operates in parallel with the Company's primary Canadian listing. The OTCQB quotation is expected to impose no additional material compliance or reporting requirements. As a foreign private issuer, Innovotech will continue to meet its existing primary market disclosure obligations on SEDAR+, which satisfy OTC market requirements under established foreign issuer exemptions. To be considered for admission to the OTCQB, companies must meet certain financial standards, be current in their reporting obligations, and undergo an annual verification and management certification process.

In conjunction with the listing, the Company will also apply for eligibility with the Depository Trust Company ("DTC"), enabling simplified electronic clearing and settlement of its common shares for U.S. investors.

About Innovotech:

Innovotech Inc. is a Canadian boutique contract research organization specializing in advanced laboratory services and commercializing proprietary technologies. A leader in biofilm science, the company provides expertise in antimicrobial testing, pharmaceutical analysis, and industrial laboratory solutions, supported by innovative methodologies and products including its widely-used MBEC Assay® kit for high-throughput antimicrobial and antibiotic testing. Innovotech serves clients across multiple sectors, delivering customized research and testing services designed to meet rigorous regulatory and scientific standards such as those of the U.S. Food and Drug Administration and Health Canada through its ISO-certified and GMP-accredited laboratories. Learn more at https://www.innovotech.ca.

Craig Milne, CEO
+1-604-239-1819

Innovotech Inc.
craig.milne@innovotech.ca

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innovotech

This document may contain forward-looking statements that are predictive in nature and subject to risks and uncertainties that cannot be predicted or quantified; consequently, actual results may differ materially from past results and those expressed or implied by any forward-looking statements. Factors that could cause or contribute to such risks or uncertainties include, but are not limited to: the regulatory environment including the difficulty of predicting regulatory outcomes; changes in the value of the Canadian dollar; the Company's reliance on a small number of customers including government organizations; fluctuations in operating results; government policies or actions; progress and cost of clinical trials; reliance on key strategic relationships; uncertainty related to intellectual property protection and potential costs associated with its defense; the Company's exposure to lawsuits and other matters beyond the control of management. Should known or unknown risks or uncertainties materialize, or should management's assumptions prove inaccurate, actual results could vary materially from those anticipated. The Company undertakes no obligation to publicly make or update any forward-looking statements, except as required by applicable law.

Neither the 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.