Nortec Minerals Corp. — Capital/Financing Update 2021

Nov 10, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

State the full name of your company and the address of its principal office in Canada.

Nortec Minerals Corp. (“ Nortec ” or the “ Company ”) 915 - 700 West Pender Street Vancouver, British Columbia V6C 1G8

Item 2 Date of Material Change

State the date of the material change.

November 9, 2021

Item 3 News Release

State the date and method(s) of dissemination of the news release issued under section 7.1 of National Instrument 51-102.

A news release was disseminated on November 9, 2021 to the TSX Venture Exchange, as well as through various other approved public media and was filed on SEDAR with the securities commissions of British Columbia, and Alberta.

Item 4 Summary of Material Change(s)

The Company announced that it intends to complete a non-brokered private placement of up to 12,500,000 units at a price of $0.02 per unit (the " Units ") to raise gross proceeds of up to $250,000 (the " Offering "), subject to receipt of TSX Venture Exchange approval. Each Unit will consist of one common share and one common share purchase warrant entitling the holder to purchase one additional common share at an exercise price $0.05 per common share for a period of five years from the date of issue.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it intends to complete a non-brokered private placement of up to 12,500,000 Units at a price of $0.02 per Unit to raise gross proceeds of up to $250,000, subject to receipt of TSX Venture Exchange approval. Each Unit will consist of one common share and one common share purchase warrant entitling the holder to purchase one additional common share at an exercise price $0.05 per common share for a period of five years from the date of issue.

The Company may pay finder's fees and/or commissions to eligible persons in connection with the Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

The Company intends to use the net proceeds of the Offering for working capital and for general corporate purposes.

48275508\1

• 2 -

In accordance with applicable securities laws, all securities issued under the Offering will be subject to a four month and one day hold period from the date of issuance. Closing of the Offering is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Nortec also announced that it will not be proceeding with the $350,000 non-brokered private placement previously announced on July 13, 2021.

5.2 Disclosure for Restructuring Transactions

Not applicable

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

If this Report is being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102, state the reasons for that reliance.

Not applicable

Item 7 Omitted Information

State whether any information has been omitted on the basis that it is confidential information.

Not applicable

Item 8 Executive Officer

Give the name and business telephone number of an executive officer of your company who is knowledgeable about the material change and the Report, or the name of an officer through whom such executive officer may be contacted.

Michael Malana Interim Chief Executive Officer, Chief Financial Officer and Director Tel: (604) 561-2687

Item 9 Date of Report

November 10, 2021

48275508\1