Nobel Resources Corp. — Capital/Financing Update 2024

Nov 15, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Nobel Resources Corp. (“ NBLC ” or the “ Company ”) 36 Lombard Street, 4[th] Floor Toronto, Ontario M5C 2X3

Item 2 Date of Material Change

November 12, 2024

Item 3 News Release

A news release was issued by Nobel Resources Corp. through the facilities of GlobeNewswire on November 12, 2024, and was subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company closed its previously announced non-brokered private placement financing, on an oversubscribed basis, of 25,350,000 units (the “ Units ”) priced at $0.05 per Unit for gross proceeds of $1,267,500 (the “ Offering ”).

Each Unit is comprised of one common share in the capital of the Company (each a “ Common Share ”) and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitle the holder to purchase one Common Share at an exercise price of $0.10 per Common Share for a period of 36 months following the completion of the Offering. Securities issued under the Offering are expected to carry a holder period of 4 months and one day from the date of issue as may be required under applicable securities laws.

Item 5 Full Description of Material Change

The Company announced that it has closed its previously announced non-brokered private placement financing, on an oversubscribed basis, of 25,350,000 Units priced at $0.05 per Unit for gross proceeds of $1,267,500.

Each Unit is comprised of one Common Share and one-half of one Warrant. Each Warrant entitle the holder to purchase one Common Share at an exercise price of $0.10 per Common Share for a period of 36 months following the completion of the Offering. Securities issued under the Offering are expected to carry a holder period of 4 months and one day from the date of issue as may be required under applicable securities laws.

The Company plans to use the aggregate net proceeds of the Offering to identify and evaluate mineral properties for potential acquisition as well as general corporate working capital purposes.

In connection with the Offering, Nobel paid finder’s fees of $20,612.50 in cash and issued 339,500 nontransferable finder’s warrants (the “ Finder’s Warrants ”). Each Finder’s Warrant entitles the holder thereof

to acquire one Common Share at a price of $0.05 for a period of 36 months following the completion of the Offering. The Offering is subject to the final approval of the TSX Venture Exchange.

Certain directors and officers of the Company have subscribed for an aggregate amount of 2,500,000 Units pursuant to the Offering. Vernon Arseneau, a director of the Company, subscribed for 1,000,000 Units of the Offering (the “ Insider Participation ”). Following completion of the Offering, Vernon Arseneau will hold 3,125,000 Common Shares and 500,000 warrants representing approximately 3.0% and 3.5% of the issued and outstanding Common Shares on an undiluted and partially diluted basis, respectively. Michael Shuh, a director of the Company, subscribed for 500,000 Units of the Offering (the “ Insider Participation ”). Following completion of the Offering, Michael Shuh will hold 500,000 Common Shares and 250,000 warrants representing approximately 0.49% and 0.73% of the issued and outstanding Common Shares on an undiluted and partially diluted basis, respectively. Damian Lopez, an officer of the Company, subscribed for 1,000,000 Units of the Offering (the “ Insider Participation ”). Following completion of the Offering, Damian Lopez will hold 1,250,000 Common Shares and 250,000 warrants representing approximately 1,21% and 1.70% of the issued and outstanding Common Shares on an undiluted and partially diluted basis, respectively.

Although pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) the Insider Participation constitutes a “related party transaction”, the Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the value of the subscription is less than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. To the knowledge of the Company, there have been no prior valuations of the Company (as contemplated under MI 61-101) in the 24-month period prior to the date of this report that relate to the subject matter of or that are otherwise relevant to the Offering or the Insider Participation.

The members of the Company’s board of directors determined that the Offering and the Insider Participation were in the Company’s best interests and were fair to the minority security holders, and unanimously approved the transactions. No special committee was established in connection with the Offering or the Insider Participation, and no materially contrary view or abstention was expressed or made by any director. The Company did not file a material change report more than 21 days before closing the Offering as the details of the abovementioned Insider Participation were not settled until shortly prior to closing, and the Company wished to close the Offering on an expedited basis.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Larry Guy Interim CEO Email: info@nobel-resources.com

Item 9 Date of Report

November 14, 2024

Cautionary Note Regarding Forward-looking Information

This report contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Offering, including the Company’s intended use of proceeds, and other matters related thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: receipt of necessary approvals; general business, economic, competitive, political and social uncertainties; future prices of minerals and market demand; accidents, labour disputes and shortages and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.