Hercules Resources Corp. — Capital/Financing Update 2024

Sep 15, 2024

		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
		September 12, 2024
Item	3	News Release
		A news release was disseminated on September 12, 2024 through the facilities
		of Stockwatch.
Item	4	Summary of Material Change
		The Company has completed an initial $50,000 drawdown pursuant to its $5
		million equity facility (the “Facility”) with Crescita Capital LLC (“Crescita”).
Item	5	Full Description of Material Change
		On September 12, 2024, the Company completed an initial drawdown of
		$50,000 under the Facility with Crescita pursuant to the amended and restated
		investment and advisory agreement dated April 18, 2024.
		The drawdown request (the “Drawdown”) was for $50,000 through the issuance
		of 277,777 Units (each a “Unit”) at a price of $0.18 per Unit. Each Unit is
		comprised of one common share and one half common share purchase warrant.
		Each whole Warrant will be exercisable at a price of $0.225, for a period of three
		years.
		The securities issued to Crescita under the Drawdown are not subject resale
		restrictions under applicable securities laws. The Company obtained a waiver
		from the CSE in respect of s. 6.1(4)(a) of the CSE’s policies, which would
		otherwise have required the application of a 4-month hold period on Units. .
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

Michael Smith, CEO is knowledgeable about the material change and the Report and may be contacted (888) 791-4653.

Item 9 Date of Report September 14, 2024