Novo Resources — Capital/Financing Update 2020

Sep 8, 2020

Form 51-102F3 Material Change Report

Item 1. Name and Address of Company

Novo Resources Corp. (the “ Company ”) 880 - 580 Hornby Street Vancouver, BC V6C 3B6

Item 2. Date of Material Change

August 27, 2020.

Item 3. News Release

News release dated August 27, 2020 was disseminated through GlobeNewswire.com.

Item 4. Summary of Material Change

The Company closed brokered and non-brokered private placements of subscription receipts raising aggregate gross proceeds of C$55,875,231.75.

Item 5.1 Full Description of Material Change

The Company closed brokered and non-brokered private placements of subscription receipts of the Company (the “ Subscription Receipts ”) raising gross proceeds of C$55,875,231.75 (collectively, the “ Offering ”). The Offering was undertaken in conjunction with the Company’s planned acquisition of Millennium Minerals Limited (the “ Acquisition ”).

Gross proceeds of C$50,917,438 were raised from the brokered private placement (the “ Brokered Offering ”) and gross proceeds of C$4,957,793.75 were raised from the non-brokered private placement (the “ Non-Brokered Offering ”). The Brokered Offering was conducted through a syndicate of agents co-led by Clarus Securities Inc. and Stifel GMP (the " Co-Lead Agents "), together with PI Financial Corp., CIBC Capital Markets and Haywood Securities Inc. (the “ Agents ”). In total, the Company issued 17,192,379 Subscription Receipts at a price of C$3.25 per Subscription Receipt for total gross proceeds of C$55,875,231.75 (approximately US$42,600,000), which included the exercise of the option granted to the Agents.

The net proceeds from the Offering will be used to fund the Acquisition, for capital expenditures relating to the restart of Millennium Minerals Limited’s infrastructure, and for general corporate working capital purposes related thereto.

The Subscription Receipts were issued pursuant to a subscription receipt agreement (the “ Subscription Receipt Agreement ”) entered into by the Company, the Co-Lead Agents, and Olympia Trust Company as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the proceeds from the Offering except for 50% of the Agents’ 6% cash commission and all of the Agents’ expenses (the “ Escrowed Funds ”) will be held in escrow pending satisfaction of certain conditions including, amongst others, (a) the satisfaction or waiver of each of the conditions precedent to the Acquisition; and (b) the receipt of all required regulatory (including TSX Venture Exchange) approvals in connection with the Acquisition (“ Escrow Release Conditions ”). If the Escrow Release Conditions have not been satisfied prior to 5:00 p.m. (Toronto time) on November 2, 2020 (the “ Termination Time ”), the holders of Subscription

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Receipts will receive a cash amount equal to the issue price of their Subscription Receipts and a proportionate amount of any interest that has been earned on the Escrowed Funds, and the Subscription Receipts will be null and void.

Provided that the Escrow Release Conditions have been satisfied prior to the Termination Time, each Subscription Receipt will automatically be exchanged for one unit of the Company (a “ Unit ”), each Unit comprised of one common share of the Company (a “ Share ”) and one-half of one transferable Share purchase warrant (a “ Warrant ”), with each whole Warrant entitling the holder thereof to acquire one Share at a price of C$4.40 until August 27, 2023, on the date that is the earlier of :

(a) the date that is three business days following the issuance by the British Columbia Securities Commission, as principal regulator, of a receipt (the “ Final Receipt ”) of the Qualifying Jurisdictions (as defined below) for a final short form prospectus qualifying the distribution of the Units underlying the Subscription Receipts; and

(b) December 28, 2020.

The Company has agreed to use its commercially reasonable efforts to obtain the Final Receipt by 5:00 p.m. (Toronto time) on November 25, 2020 (the “ Qualification Deadline ”). In the event the Final Receipt is not obtained by the Qualification Deadline, the Units will be comprised of one Share and one whole Warrant (rather than one-half of one Warrant).

The Subscription Receipts issued under the Offering were sold pursuant to private placement exemptions in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia (the “ Qualifying Jurisdictions ”). The Subscription Receipts and the Warrants, and the Shares underlying the Subscription Receipts and the Warrants respectively, are subject to a statutory hold period in accordance with Canadian securities legislation expiring on December 28, 2020 unless sooner qualified under the Qualifying Prospectus. Securities of the Company sold in the Offering in the United States or to, or for the benefit of, U.S. persons constitute “restricted securities” under U.S. securities laws and, accordingly, are also subject to additional resale restrictions. The Offering is subject to final acceptance of the TSX Venture Exchange.

Cash finder’s fees of C$34,125 were paid in conjunction with the Non-Brokered Offering.

Item 5.2 Disclosure of 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 such reliance.

Not applicable.

Item 7. Omitted Information

Not applicable.

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Item 8. Executive Officer

Ronan Sabo-Walsh, Chief Financial Officer

Telephone: +1 (604) 562-4854

Item 9. Date of Report

September 8, 2020.

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