Minnova Corp — Capital/Financing Update 2022

Aug 25, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Minnova Corp. 217 Queen Street West, Suite 401 Toronto, ON M5V 0R2

2. Date of Material Change

August 23, 2022

3. News Release

A press release disclosing the material change was released on August 23, 2022, through the facilities of Newsfile Corp.

4. Summary of Material Change

On August 23, 2022, the Company closed the second tranche of a non-brokered private placement through the issuance of 8,000,000 units (each. a “ Unit ”) at a price of $0.035 per Unit for gross proceeds of $280,000. (the “ Offering ”).

5. Full Description of Material Change

Pursuant to the Offering, the Company issued 8,000,000 units at a price of $0.035 per Unit for gross proceeds of $280,000. The proceeds of the Offering will be used for investment purposes.

Each Unit is comprised of one common share in the capital of the Company (each, a " Common Share ") and one-half of one whole Common Share purchase warrant (each whole warrant, a " Warrant "). Each Warrant shall entitle the holder thereof to purchase one Common at a price of CDN$0.07 per Common Share until August 23, 2024 (the " Warrant Term ") provided, that in the event the closing price at which the Common Shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed CDN$0.15 for 20 consecutive trading days at any time following December 24, 2022, the Company may accelerate the Warrant Term (the " Reduced Warrant Term ") such that the Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term.

In connection with the Offering, the Company paid certain eligible finders (each, a “ Finder ”): (i) a cash commission in the aggregate of $19,600.00; and (ii) an aggregate of 560,000 broker warrants (each, a “Broker Warrant”). Each Broker Warrant is exercisable in Common Shares at a price of $0.10 per Common Share until August 23, 2024.

All securities issued in connection with the Offering are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact Gorden Glenn, President & CEO at (647) 985-2785

9. Date of Report

This report is dated at Toronto, this 25[th] of August, 2022.

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information regarding the Company including management’s assessment of future plans and operations, that may involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental and permitting risks, access to labour and services, competition from other companies and ability to access sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Although Minnova has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Minnova does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

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