Hercules Resources Corp. — Capital/Financing Update 2025

Jan 9, 2025

749871671

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

January 6, 2025

Item 3 News Release

The news release dated January 6, 2025 was issued by Stockwatch on January 6, 2025.

Item 4 Summary of Material Change

The Company announced that it entered into a loan agreement (the "Agreement") with one lender (the "Lender"), whereby the Lender agreed to loan (the "Loan") the aggregate principal amount of $60,000 to the Company. The Loan will bear interest at the rate of 8% per annum from and including the date of the advance (the "Advance Date") to and including the date all the Company's Loan and interest indebtedness (the "Indebtedness") is paid in full. Interest will be calculated on the basis of a 360-day year, based on the number of days elapsed and shall accrue daily commencing on the Advance Date until payment in full by the Company of the Indebtedness. The Loan will mature (the "Maturity Date") on the date that is the earlier of: (i) the date that is twelve (12) months following the Advance Date; and (ii) such other date as the Lender and the Company may mutually agree on, in writing. The term of the Loan will commence on the Advance Date and mature on the Maturity Date. Unless otherwise agreed between the Company and the Lender, the Agreement will end earlier than the Maturity Date upon full repayment of the Indebtedness or upon demand by the Lender.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company entered into the Agreement with the Lender, whereby the Lender agreed to loan the aggregate principal amount of $60,000 to the Company. The Loan will bear interest at the rate of 8% per annum from and including the Advance Date to and including the date Indebtedness is paid in full. Interest will be calculated on the basis of a 360-day year, based on the number of days elapsed and shall accrue daily commencing on the Advance Date until payment in full by the Company of the Indebtedness. The term of the Loan will commence on the Advance Date and mature on the Maturity Date. Unless otherwise agreed between the Company and the Lender, the Agreement will end earlier than the Maturity Date upon full repayment of the Indebtedness or upon demand by the Lender.

5.2 Disclosure for Restructuring Transactions

Not Applicable

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

Not Applicable

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749871671

Item 7 Omitted Information

None

Item 8 Executive Officer

Michael Smith, CEO
(888) 791-4653

Item 9 Date of Report

January 8, 2025

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