Hercules Resources Corp. — Capital/Financing Update 2023

Aug 22, 2023

Form 51-102F3 Material Change Report

Item	1	Name and Address of Company
		Hercules Resources Corp. (the**“Company”**)
		Suite 820-1130 West Pender Street
		Vancouver, BC, V6E 4A4
Item	2	Date of Material Change
		August 18, 2023
Item	3	News Release

A news release was disseminated on August 21, 2023 through the facilities of Stockwatch.

Item 4 Summary of Material Change

The Company closed the initial tranche of a previously announced non-brokered private placement of units (the "Units" ) at a price of $0.07 per Unit (the " Offering "). The first tranche of the Offering (the “ First Tranche ”) consisted of 4,150,000 Units at $0.07 per Unit for gross proceeds of $290,500.

Item 5 Full Description of Material Change

On August 18, 2023, the Company completed the First Tranche of the Offering issuing 4,150,000 Units at a price of $0,07 per Unit for gross proceeds of $290,500.

Each Unit consisted of one common share (a " Common Share ") of the Company and one common share purchase warrant (a " Warrant ") exercisable into one Common Share of the Company at a price of $0.12 per Warrant until August 18, 2025.

All securities to be issued pursuant to the First Tranche are subject to a statutory hold period ending on December 19, 2023 under applicable Canadian securities law. No finder’s fees were payable in connection with the First Tranche.

Item	6	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
		This Report is not being filed on a confidential basis in reliance on subsection
		7.1(2) or (3) of National Instrument 51-102.
Item	7	Omitted Information
		No information has been omitted on the basis that it is confidential information.
Item	8	Executive Officer
		Gordon Lam, CEO is knowledgeable about the material change and the Report
		and may be contacted (604) 616.8816.
Item	9	Date of Report
		August 22, 2023