LeoNovus Inc — Capital/Financing Update 2020

Sep 28, 2020

LEONOVUS INC.

2611 Queensview Drive Suite 125 Ottawa, ON K2B 8K2

Material Change Report

September 28, 2020

Item 1. Name and Address of Company

The name of the reporting issuer is LeoNovus Inc. (the " Issuer " or " LeoNovus "). The Issuer's business and registered office is located at 2611 Queensview Drive Suite 125 Ottawa, ON K2B 8K2.

Item 2. Date of Material Change

The material change occurred on September 14, 2020.

Item 3. News Release

The Issuer disseminated a News Release on September 14, 2020 via a Canadian news wire service. A copy of the News Release has been filed on SEDAR.

Item 4. Summary of Material Change

The Issuer announced that it entered into a loan agreement with ten shareholders, including two directors, (the “ Lenders ”) for a secured loan in the principal amount of CAD$395,000 (the “ Loan ”). The Loan has a term of twelve months and bears interest at the rate of 8% per annum and can be paid down at any time without penalty. The Loan is secured by a general security agreement.

Item 5. Full Description of Material Change

The Issuer announces that it entered into a loan agreement with Lenders for a secured loan in the principal amount of CAD$395,000. The Loan has a term of twelve months and bears interest at the rate of 8% per annum and can be paid down at any time without penalty. The Loan is secured by a general security agreement. The Lenders received a bonus of 3,160,000 common shares (the “ Bonus Shares ”) of the Company at a deemed issue price of CAD$0.025 per share, representing 20% of the net amount of the total Loan. No commission or finder’s fee were paid in connection with the Loan. All bonus securities are subject to a hold period of four months and one day from the date of issuance. The number of securities issued and outstanding at this time is 288,606,639. The Company intends to use the proceeds of the Loan for bridge working capital and plans to complete a private placement by the end of November 2020. None of the proceeds will be used for investor relations or paid to related parties other than in the normal course of business operations. Closing of the Loan and bonus shares was subject to approval of the TSXV and

customary closing conditions.

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

The Issuer is not relying on sub-section 7.1(2) of National Instrument 51-102 or the equivalent provisions of the securities legislation in other jurisdictions governing the Issuer for the filing of this report.

Item 7. Omitted Information

No information has been omitted from this report on the basis that it is confidential information.

Item 8. Executive Officers

For further information, please contact Michael Gaffney, Chief Executive Officer of the Issuer at 408 703-1458.

Item 9. Date of Report

DATED at Ottawa, Ontario this 28th day of September, 2020.