Minnova Corp — Capital/Financing Update 2022

Jan 5, 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

December 30, 2021

3. News Release

A press release disclosing the material change was released on December 30, 2021, through the facilities of Newsfile Corp.

4. Summary of Material Change

On December 30, 2021, the Company closed a non-brokered private placement through the issuance of 2,307,692 common shares in the capital of the Company, issued on a flow-through basis (the “ FT Shares ”) at a price of $0.13 per FT Share for gross proceeds of $299,999.96. (the “ Offering ”).

5. Full Description of Material Change

Pursuant to the Offering, the Company issued 2,307,692 FT Shares at a price of $0.13 per FT Share for gross proceeds of $299,999.96. The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through expenditures” as such terms are defined in the Income Tax Act (Canada).

In connection with the Offering, the Company paid certain eligible finders (the “ Finders ”) aggregate cash commissions of $17,549.36 and issued an aggregate of 107,694 broker warrants (each, a “ Broker Warrant ”). Each Broker Warrant is exercisable into fully-paid and nonassessable common shares in the capital of the Company (each, a “ Common Share ”) at a price of $0.15 per Common Share until March 30, 2023.

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.

A portion of the Offering constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), as certain insiders of the Company acquired an aggregate of 10,264,286 Units under 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, an insider of the Company, subscribed for an aggregate of 314,192 FT Shares pursuant to the Offering.

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

The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through expenditures” as such terms are defined in the Income Tax Act (Canada).

(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 to incur eligible Canadian exploration expenses.

(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 FT Shares were issued to the Insiders of the Company.

Name	Position	Number of Common Shares	Aggregate Price
Gord Glenn	Director	314,192	$40,844.96

• (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:

Prior to the completion of the Offering, Mr. Glenn held, directly or indirectly 3,521,648 Common Shares and 1,347,436 stock options. Upon closing of the Offering, Mr. Glenn holds an aggregate of 3,835,940 Common Shares, representing approximately 7.5% of the issued and outstanding Common Shares on an undiluted basis. In the event that Mr. Glenn exercises his Stock Options, he would hold an aggregate of 5,183,276 Common Shares, or approximately 9.9% of the issued and outstanding Common Shares of the Company, 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 December 30, 2021 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

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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 FT 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(a) and 5.7(1)(a) of MI 61101, as the fair market value of the participation in the Offering by insiders 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.

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8. Executive Officer

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

9. Date of Report

This report is dated at Toronto, this 5[th] of January, 2022.

Cautionary Statement Regarding Forward-Looking Information

This material change report contains certain “forward-looking information” within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forwardlooking information.

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