MindBio Therapeutics Corp. — Capital/Financing Update 2026

Apr 10, 2026

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1 NAME AND ADDRESS
MindBio Therapeutics Corp. (the “Company”)
Level 4, 91-97 William St.
Melbourne, Victoria
Australia

ITEM 2 DATE OF MATERIAL CHANGE
March 31, 2026

ITEM 3 NEWS RELEASE
The Company issued a news release on April 1, 2026 relating to the material change, which was subsequently filed on SEDAR+ and with the Canadian Securities Exchange.

ITEM 4 SUMMARY OF MATERIAL CHANGE
The Company has closed its previously announced upsized non-brokered private placement (the “Offering”) for gross proceeds of $1,437,828.87.

ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
The Company has closed the Offering, pursuant to which it issued an aggregate of 2,396,381 units (each, a “Unit”) at a price of $0.60 per Unit for gross proceeds of $1,437,828.87. Each Unit consists of one common share of the Company (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to acquire an additional Share at a price of $0.80 for a period of thirty-six months following closing of the Offering, subject to accelerated expiry in the event the closing price of the Shares on the Canadian Securities Exchange (the “CSE”) exceeds $1.00 for ten consecutive trading days.

The Company intends to use the net proceeds from the Offering to accelerate the development and deployment of a proprietary hardware and edge technology which will enable the remote and scalable use of MindBio’s intoxication detection solution at mining sites, for recruitment of specialised personnel and for general working capital purposes.

In connection with completion of the Offering, the Company paid aggregate cash fees of $74,983.97 and issued an aggregate of 124,973 non-transferable Share purchase warrants (each, a “Finder Warrant”) to eligible third-parties who introduced subscribers to the Offering. Each Finder Warrant entitles the holder thereof to acquire one Share at a price of $0.80 for a period of thirty-six months after the date of issue, subject to accelerated expiry in the event the closing price of the Shares on the CSE exceeds $1.00 for ten consecutive trading days.

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All securities issued in connection with the Offering are subject to restrictions on resale for a period of four-months-and-one-day in accordance with applicable securities laws. The Offering remains subject to final regulatory approvals.

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 following executive officer of the Company is knowledgeable about the material change and this report:

Justin Hanka, Chief Executive Officer
Telephone: +61 433140886

ITEM 9

DATE OF REPORT

April 10, 2026

Cautionary Note Concerning Forward-Looking Statements

The material change report contains "forward-looking statements" within the meaning of applicable securities laws, including but not limited to, statements regarding the intended use of proceeds from the Offering, including the development of the Company's enterprise platform using voice and powered by AI for use in detecting drug and alcohol intoxication. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could," "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and conditional. Forward-looking statements are based on assumptions as of the date they are provided. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

Additionally, there are known and unknown risk factors that could cause the Company's actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements, include among others: the failure to obtain the final regulatory approval; technical challenges in the development or deployment of its enterprise platform; general economic, market and business conditions in Canada and Australia; market volatility; and unforeseen delays in timelines for any of the transactions or events described in this material change report. All forward-looking information is qualified in its entirety by this cautionary statement.

The Company disclaims any obligation to revise or update any such forward-looking statement or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.