NervGen Pharma Corp. — Capital/Financing Update 2021

May 13, 2021

Form 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer

NervGen Pharma Corp. (“ NervGen ” or the “ Company ”)

Suite 1703, Three Bentall Centre 595 Burrard Street Vancouver, BC V7X 1J1

Item 2. Date of Material Changes

May 12, 2021

• Item 3. News Releases

A news release announcing the material change was disseminated on May 12, 2021 through Newsfile Corp’s distribution network and a copy filed on NervGen’s SEDAR profile at www.sedar.com.

Item 4.

Summary of Material Changes

On May 12, 2021, the Company closed its previously announced overnight, "best efforts" marketed public offering (the " Offering ") of units (the " Units "). Pursuant to the Offering, NervGen issued an aggregate of 3,250,000 units of the Company at a price of C$1.55 per Unit (the “ Offering Price ”) for aggregate gross proceeds of C$5,037,500.

Item 5. Full Description of Material Changes

On May 12, 2021, the Company closed the Offering, consisting of 3.25 million Units at the Offering Price for gross proceeds of approximately $5 million.

Each Unit consisted of one common share of the Company (a " Common Share ") and one half of one common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant is exercisable at a price of C$2.10 and entitles the holder thereof to acquire one Common Share for a period of two years following the closing of the Offering.

The Company intends to use the net proceeds of the Offering for continued work on their lead drug candidate, NVG-291, and general corporate purposes.

The Offering was completed pursuant to an agency agreement entered into between the Company and iA Private Wealth Inc. and Paradigm Capital Inc., as co-lead agents (collectively, the " Agents "). In connection with the Offering, the Company issued to the Agents an aggregate of 195,000 broker warrants (the " Broker Warrants "). Each Broker Warrant is exercisable to acquire one Common Share at the exercise price of C$1.55 per Common Share for a period of 24 months from the closing of the Offering.

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The Offering was completed in each of the provinces of British Columbia, Alberta, Ontario and Nova Scotia by way of a final prospectus supplement dated May 5, 2021 to the Company's short form base shelf prospectus dated January 2, 2020.

This report does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in any jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " 1933 Act ") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) or persons in the United States unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

• Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

• Item 7.

Omitted Information

No information has been omitted on the basis that it is confidential information.

• Item 8.

Executive Officer

William Adams, Chief Financial Officer

Suite 1703, Three Bentall Centre 595 Burrard Street Vancouver, BC V7X 1J1

Item 9. Date of Report

May 12, 2021

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