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 17, 2022

3. News Release

A press release disclosing the material change was released on August 17, 2022, through the facilities of Newsfile Corp.

4. Summary of Material Change

On August 17, 2022, the Company closed the first tranche of a non-brokered private placement through the issuance of 2,000,000 units (each. a “ Unit ”) at a price of $0.035 per Unit for gross proceeds of $70,000. (the “ Offering ”).

5. Full Description of Material Change

Pursuant to the Offering, the Company issued 2,000,000 units at a price of $0.035 per Unit for gross proceeds of $70,000. The proceeds of the Offering will be used for investment purposes, including to fund development of a planned demonstration plant or the acquisition and modification of an existing, permitted gasification plant.

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 17, 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 18, 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 $1,750.00; and (ii) an aggregate of 50,000 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 17, 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.

The Offering constituted a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), as an insider of the Company subscribed for 1,000,000 Units pursuant to the Offering.

The following supplementary information is provided in accordance with Section 5.2 of MI 61101.

(a) a description of the transaction and its material terms:

The Offering constituted a “related party transaction” as such term is defined by MI 61101 as Gordon Glenn is an insider of the Company, and subscribed for an aggregate of 1,000,000 Units pursuant to the Offering.

(b) the purpose and business reasons for the transaction:

The proceeds of the Offering will be used for investment purposes, including to fund development of a planned demonstration plant or the acquisition and modification of an existing, permitted gasification plant.

(c) the anticipated effect of the transaction on the issuer’s business and affairs:

The completion of the Offering will provide the Company with funds for working capital and for other general and administrative costs.

(d) a description of:

• (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

In connection with the Offering, the following Common Shares were issued to an Insider of the Company.

Name	Position	Number ofCommonShares	Aggregate Price
Gordon Glenn	Director and Officer	1,000,000	$35,000.00

• (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

In connection with the Offering, Mr. Gorden Glenn acquired 1,000,000 Units. Prior to the completion of the Offering, Mr. Glenn held, directly or indirectly 3,835,840 Common Shares and 2,100,000 Warrants, representing approximately

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7.53% on an undiluted basis and approximately 11.2% on a partially diluted basis. Upon closing of the Offering, Mr. Glenn holds an aggregate of 4,835,840 Common Shares and 2,600,000 Warrants, representing approximately 9.14% of the Company’s issued and outstanding on an undiluted basis and approximately 13.04% on a partially diluted basis.

• (e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

A resolution of the board of directors was passed on August 17, 2022 approving the Offering. No special committee was established in connection with the Offering, and no materially contrary view or abstention was expressed or made by any director.

• (f) A summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

• (g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

  • (i) that has been made in the 24 months before the date of the material change report:

Not applicable.

• (ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

• (h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

Other than subscription agreements for the Common Shares, the Company did not enter into any agreement with an interested party or a joint actor with an interested party in connection with the Offering. To the Company’s knowledge, no related party to the Company entered into any agreement with an interested party or a joint actor with an interested party, in connection with the Offering.

• (i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61101, as the Company is not listed on a specified market and the fair market value of the

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participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner. The Offering was approved by all independent directors of the Company.

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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