Mr. Gorden Glenn reports

MINNOVA PROVIDES UPDATE ON PROPOSED DEBT SETTLEMENT

Minnova Corp., further to its news release of April 29, 2024, intends to settle an aggregate of $800,000 of indebtedness to certain creditors of the company through the issuance of an aggregate of 15,999,999 common shares in the capital of the company at a price of five cents per common share.

The company owes Gorden Glenn, the president and chief executive officer of the company an aggregate of $708,542. The company and Mr. Glenn have agreed, subject to the receipt of shareholder approval and the approval of the TSX Venture Exchange, to allow for the conversion of the debt into 14,170,835 common shares. In the event that the debt is convert into common shares, Mr. Glenn's holdings, together with Mr. Glenn's current holdings, of common shares will be approximately 19,441,575 common shares, representing approximately 22.48 per cent of the issued and outstanding common shares. The settlement of the debt owed to Mr. Glenn will result in the creation of a new control person (as such term is defined in the policies of the TSX-V corporate finance manual) and is subject to shareholder approval pursuant to the policies of the TSX-V.

The debt settlement remains subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX-V and disinterested shareholder approval, which the company will be seeking at its upcoming annual and special shareholders meeting being held on Jan. 22, 2025.

All securities issued in connection with the debt settlement 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 debt settlement is constituted related party transactions as defined in Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions, as certain insiders of the company will receive an aggregate of 14,299,999 common shares. The company is relying on the exemptions from the valuation approval requirements of MI 61-101 contained in Section 5.5(b) of MI 61-101 as the securities of the corporation are only listed on the TSX-V. Completion of the debt settlement is subject to the minority approval requirement of MI 61-101 and will require the approval of shareholders, excluding any votes attached to the common shares held by Mr. Glenn and Christopher Irwin (and any related parties of Mr. Glenn and Mr. Irwin, and any persons acting jointly or in concert with Mr. Glenn and Mr. Irwin, or related parties of Mr. Glenn and Mr. Irwin).

The debt settlement was approved by the members of the board of directors of the company who are independent for the purposes of the debt settlement, being all directors other than Mr. Gorden Glenn and Mr. Irwin. 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 of the company in relation thereto.

About Minnova Corp.

Minnova is focused on the restart of its PL gold mine, which included completion of a positive feasibility study in 2018. The study concluded the restart of the PL mine, at an average annual production rate of 46,493 ounces over a minimum five-year mine life, was economically robust. Importantly the global resource remains open to expansion, as does the reserve. The PL gold mine benefits from a short preproduction timeline forecast at 15 months, a valid underground mining permit (Environment Act 1207E), an existing 1,000-tonne-per-day processing plant and over 7,000 metres of developed underground ramp to a depth of minus 135 metres. The project is fully road accessible and close to existing mining infrastructure in the prolific Flin Flon greenstone belt of central Manitoba.

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