NervGen Pharma Corp. — Capital/Financing Update 2021

Aug 9, 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

August 4, 2021

Item 3. News Releases

A news release announcing the material change was disseminated on August 5, 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 August 4, 2021, the Company closed a non-brokered private placement (the " Private Placement ") of 1,511,636 units of the Company (the " Units ") at a price of CAD$1.55 per Unit (the “ Unit Price ”), for aggregate gross proceeds to the Company of CAD$2,343,036.

Item 5. Full Description of Material Changes

On August 4, 2021, the Company closed the Private Placement, consisting of 1,511,636 Units at the Unit Price for aggregate gross proceeds to the Company of CAD$2,343,036.

Each Unit issued in the Private Placement consisted of one common share in the capital of the Company (the " Common Shares ") and one half of one common share purchase warrant (each whole warrant, a “ Warrant ”, and together with the Common Shares, the “ Securities ”). Each Warrant is exercisable into one Common Share at a price of CAD$2.10 per Common Share until August 4, 2023. All of the Securities issued pursuant to the Private Placement are subject to a four month and one day hold period in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds from the Private Placement to fund clinical and preclinical studies and for general corporate purposes.

In connection with the Private Placement and in accordance with the policies of the TSX-V, the Company (i) paid certain finders (the “ Finders ”) a cash fee totaling CAD$45,570 and (ii) issued the Finders an aggregate of 29,400 common share purchase warrants (the “ Finders’ Warrants ”). Each Finders’ Warrant is non-transferable and is exercisable into one Common Share at a price of CAD$2.10 per Common Share until August 4, 2023.

This report does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America.

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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) 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

August 9, 2021

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