Nanalysis Scientific — Capital/Financing Update 2025

Dec 19, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

1. Name and Address of Company
   Nanalysis Scientific Corp.
   ("Nanalysis Scientific" or the "Company")
   Bay 105, 90 Freeport Blvd NE
   Calgary, Alberta
   T3J 5J9

2. Date of Material Change
   December 8, 2025

3. News Release
   A news release was disseminated on December 8, 2025 via Cision and was subsequently filed on SEDAR+.

4. Summary of Material Change
   On December 8, 2025, the announced a non-brokered private placement of up to 16,666,667 units of the Company (the "Units") at a price of $0.15 per Unit for aggregate gross proceeds of up to $2,500,000 (the "Offering").

5. Full Description of Material Change

5.1 Full Description of Material Change
On December 8, 2025, the announced the Offering. It is anticipated that the net proceeds of the Offering will be used by the Company for debt reduction.

Each Unit will consist of one common share in the capital of the Company (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Share at an exercise price of $0.20 per Share at any time up to 4:00 p.m. (Calgary time) on or before the date that is two years from the closing date of the Offering.

The Warrants will be subject to an acceleration provision. If, at any time prior to the expiry of the Warrants, the closing price of the Shares on the TSX Venture Exchange equals or exceeds $0.30 for any 10 consecutive trading days, the Company may, at its option, accelerate the expiry date of the Warrants to the date that is 30 days after the Company provides notice of or issues a press release announcing such acceleration. Any Warrants remaining unexercised after the accelerated expiry date will automatically expire, and all rights of the holders of such Warrants will terminate without compensation.

Completion of the Offering is subject to the acceptance of the TSX Venture Exchange and other customary closing conditions. The Offering may close in one or more tranches. The Units, and all securities underlying the Units, will be subject to a statutory hold period of four months and one day from their date of issue in accordance with applicable securities laws.

5.2 Disclosure for Restructuring Transactions
Not Applicable.

1. Reliance on Section 7.1(2) of National Instrument 51-102
   Not Applicable.

2. Omitted Information
   None.

CAN: 59497450.1

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1. Executive Officer

The name of the executive officer of the Company who is knowledgeable about the material change and this report is:

Sean Krakiwsky
President and Chief Executive Officer
sean.krakiwsky@nanalysis.com
(403) 769-9499

1. Date of Report

December 18, 2025

Notice Regarding Forward Looking Statements

This material change report contains certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. In particular, this material change report contains forward-looking information in relation to: the size, timing and completion of the Offering, the use of net proceeds of the Offering, receipt of regulatory approval for the Offering and other matters ancillary or incidental to the foregoing. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. This forward-looking information reflects Nanalysis's current beliefs and is based on information currently available to Nanalysis and on assumptions Nanalysis believes are reasonable. These assumptions include, but are not limited to: the current share price of Nanalysis' common shares; Nanalysis' general and administrative costs remaining constant; and market acceptance of Nanalysis's business model, goals and approach. Forward-looking information is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Nanalysis to be materially different from those expressed or implied by such forward-looking information. Statements with forward looking information are based on the opinions and estimates of management at the date the statements are made and are 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 statements.

Readers should not place undue reliance on forward-looking information. Nanalysis does not undertake to update any forward-looking information except in accordance with applicable securities laws.