Minnova Corp — Regulatory Filings 2021

Feb 5, 2021

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

2. Date of Material Change

January 25, 2021

3. News Release

A press release disclosing the material change was released on January 25, 2021, through the facilities of Newsfile Corp.

4. Summary of Material Change

On January 25, 2021 the Company has closed the hard dollar portion of its non-brokered private placement of units (each, a “ Unit ”) through the issuance of 1,200,000 Units at a price of $0.25 per Unit for gross proceeds of $300,000 (the “ Offering ”).

5. Full Description of Material Change

In connection with the Offering, the company issued 1,200,000 Unit at a price of $0.25 per Unit for gross proceeds of $300,000.

Each Unit is comprised of one common share in the capital of the Company (each, a “ Common Share ”) and one Common Share purchase warrant (each, a “ Warrant ”). Each Warrant shall entitle the holder thereof to purchase one Common at a price of CDN$0.35 per Common Share until January 25, 2023 (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$0.55 for 20 consecutive trading days at any time following May 26, 2021, 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 persons (each, a “ Finder ”): (i) a cash commission in the aggregate of $8,232; and (ii) an aggregate of 32,928 broker warrants (each, a “ Broker Warrant ”). Each Broker Warrant is exercisable into Common Shares at a price of $0.35 per Common Share unit January 25, 2023.

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. 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 and Chief Executive Officer of the Company or Investor Relations at 647-985-2785 or info@minnovacorp.ca.

9. Date of Report

This report is dated at Toronto, this 4[th] day of February, 2021.

Cautionary Statement Regarding Forward-Looking Information

This material change report 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 the Company 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. The Company 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 material change report.

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