Minnova Corp — Capital/Financing Update 2025

Aug 7, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

1. Name and Address of Company
   Minnova Corp. (the “Company”)
   217 Queen Street West, Suite 401
   Toronto, ON M5V 0R2
   CA

2. Date of Material Change
   July 24, 2025 and July 28, 2025

3. News Release
   Press releases disclosing the material changes were released on July 24, 2025 and July 28, 2025, respectively, through the facilities of Newsfile Corp.

4. Summary of Material Change
   On July 24, 2025, the Company settled an aggregate of $800,000 of indebtedness owed to certain creditors of the Company through the issuance of an aggregate of 15,999,999 common shares in the capital of the Company (the "Common Shares") at a price of $0.05 per Common Share (the "Debt Settlement").

On July 28, 2025, the Company completed the final tranche of its non-brokered private placement financing for gross proceeds of $150,000 through the issuance of 3,000,000 units (the "Units") at a price of $0.05 per Unit (the "Offering").

1. Full Description of Material Change
   On July 24, 2025, the Company closed the Debt Settlement through the issuance of 15,999,999 Common Shares at a price of $0.05 per Common Share for an aggregate settlement of $800,000.

On July 28, 2025, the Company completed the final tranche of its Offering for aggregate gross proceeds of $150,000 through the issuance of 3,000,000 units at a price of $0.05 per Unit.

Each Unit was comprised of one common share of the Company (each, a "Common Share") and one-half of one whole Common Share purchase warrant (each whole warrant, a "Warrant") of the Company. Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.10 per Common Share for a period of two (2) years from the date of issuance, provided, however, that should 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 $0.20 for twenty (20) consecutive trading days at any time following the date that is four months and one day after the date of issuance, 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.

The following supplementary information is provided in accordance with Policy 5.9 of MI 61-101.

(a) a description of the transaction and its material terms:
In connection with the Debt Settlement, an aggregate 8,299,999 Common Shares were issued to related parties as settlement of their indebtedness owed by the Company.

In connection with the Offering, insiders of the Company acquired an aggregate of 1,000,000 Units.

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

The Company wished to settle $800,000 of indebtedness in order to improve its financial position and reduce its accrued liabilities.

Gross proceeds raised from the Offering will be used for the Company's PL Mine; including permitting, resource expansion and exploration drill program planning, as well as for general working capital purposes.

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

The settlement of indebtedness will improve the Company's financial position and reduce its accrued liabilities.

Proceeds raised from the Offering will be used for the Company's PL Mine; including permitting, resource expansion and exploration drill program planning, and to provide the Company with general working capital.

(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 Debt Settlement, the following insiders were issued Common Shares:

Insider	Number of Common Shares Acquired	Purchase Price ($)
Gorden Glenn	8,299,999	414,999.95
Chris Irwin	129,164	6,458.22
TOTAL:	8,429,163	421,458.17

In connection with the Offering, the following insiders purchased Units:

Insider	Number of Units Acquired	Purchase Price ($)
Gorden Glenn	1,000,000	50,000
TOTAL:	1,000,000	50,000

(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:

Immediately prior to the completion of the Debt Settlement and Offering, Mr. Gorden Glenn held, directly or indirectly, an aggregate of 5,270,740 Common Shares and 2,791,436 stock options, representing approximately 6.68% of the issued and outstanding Common Shares on an undiluted basis and approximately 9.86% on a partially diluted basis. Upon completion of the Debt Settlement and Offering, Mr. Glenn holds an aggregate of 13,941,575 Common Shares and 3,791,436 stock options, representing approximately 14.68% of the then issued and outstanding Common Shares on an undiluted basis and approximately 17.96% on a partially diluted basis.

Immediately prior to closing the Debt Settlement, Mr. Chris Irwin held, directly or indirectly, an aggregate of 487,212 Common Shares, representing 0.62% of the

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issued and outstanding Common Shares on an undiluted basis and 1.69% on a partially diluted basis. Upon completion of the Debt Settlement, Mr. Irwin held, directly or indirectly, an aggregate of 616,376 Common Shares and 860,000 stock options, representing 0.65% of the issued and outstanding Common Shares on an undiluted basis and approximately 1.54% of the issued and outstanding Common Share 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 19, 2024, approving the Debt Settlement. No special committee was established in connection with the Debt Settlement, and no materially contrary view or abstention was expressed or made by any director.

A resolution of the board of directors was passed on May 6, 2025, 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 the debt conversion agreements for the Debt Settlement, the Company did not enter into any agreement with an interested party or a joint actor with an interested party in connection with the Debt Settlement. 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 Debt Settlement.

Other than the subscription agreements for the Offering, 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.

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(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 relied on the exemptions from the valuation approval requirements of MI 61-101 contained in section 5.5(b) of MI 61-101, as the Company’s securities are not listed on one of the markets specified in section 5.5(b) of MI 61-101. The Company did not rely on an exemption the minority shareholder approval under MI 61-101, as minority shareholder approval for the Debt Settlement was received at the annual and special meeting of shareholders held on January 22, 2025.

The Company also relied 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.

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

The report is not being filed on a confidential basis.

1. Omitted Information

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

1. Executive Officer

For further information, contact Gorden Glenn, President and Chief Executive Officer at 647-985-2785.

1. Date of Report

This report is dated at Toronto, this 7th day of August, 2025.

Forward-looking Information

This material change report contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and development industry, including those risks set out in the Company’s management’s discussion and analysis as filed under the Company’s profile at www.sedarplus.ca. Forward-looking information in this material change report is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this material change report are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.