Minnova Corp — Capital/Financing Update 2023

Feb 8, 2023

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

February 6, 2023 and February 8, 2023

3. News Release

Press Releases disclosing the material changes were released on February 6, 2023 and February 8, 2023, through the facilities of Newsfile Corp.

4. Summary of Material Change

On February 6, 2023, the Company closed the first tranche of its previously announced nonbrokered private placement (the "Offering") through the issuance of 3,000,000 common shares in the capital of the Company (the "Common Shares") at a price of \$0.05 per Common Share for gross proceeds of \$150,000.

On February 8, 2023, the Company closed the second and final tranche of the Offering through the issuance of 6,000,000 Common Shares at a price of \$0.05 per Common Share for gross proceeds of \$300,000.

5. Full Description of Material Change

Pursuant to the Offering, the Company issued 9,000,000 Common Shares at a price of \$0.05 per Common Share for gross proceeds of \$450,000.

In connection with the Offering, the Company paid certain eligible persons (each, a "Finder"): (i) a cash commission in the aggregate of \$21,000; and (ii) an aggregate of 420,000 broker warrants (each, a "Broker Warrant"). Each Broker Warrant is exercisable into Common Shares at a price of \$0.05 per Common Share until February 8, 2025.

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

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 an insider of the Company acquired an aggregate of 1,650,000 Common Shares under the Offering.

The following supplementary information is provided in accordance with Section 5.2 of MI 61- 101.

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

The Offering constituted a "related party transaction" as such term is defined by MI 61- 101 as Gordon Glenn, an insider of the Company, subscribed for an aggregate of 1,650,000 Common Shares pursuant to the Offering.

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

The proceeds of the Offering will be used for work programs related to: a) renewable energy development plans and b) exploration and development programs related to the restart of mining operations at the Company's PL Mine, as well as for general working capital purposes.

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

The proceeds of the Offering will be used for work programs related to: a) renewable energy development plans and b) exploration and development programs related to the restart of mining operations at the Company's PL Mine, as well as for general working capital purposes.

(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 of	Aggregate Price
		Common
		Shares
2286222 Ontario	Officer and Director	539,100	\$26,955
Corp.(1)
2349809 Ontario		1,110,900	\$55,545
Corp.(1)

Notes:

(1) Companies that are beneficially owned and controlled by Mr. Gorden Glenn.

(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 an aggregate of 4,835,840 Common Shares, 1,791,436 stock options and 500,000 Common Share purchase warrants, representing approximately 7.94% of the issued and outstanding Common Shares on an undiluted basis and 11.71% on a partially diluted basis. Upon closing of the Offering, Mr. Glenn holds an aggregate of 5,946,740 Common Shares, 1,791,436 stock options and 500,000 Common Share purchase warrants, representing approximately 9.31% of the issued and outstanding Common Shares on an undiluted basis and 12.45% 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 February 6, 2023 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 61- 101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company 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 of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

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 Gordon Glenn, President & CEO at (647) 985-2785

9. Date of Report

This report is dated at Toronto, this 8 th day of February, 2023.

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. Forwardlooking 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 forwardlooking 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 forward-looking information.