Novo Resources — Capital/Financing Update 2021

Jun 1, 2021

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

May 26, 2021

Item 3. News Release

News release dated May 26, 2021 was disseminated through GlobeNewswire.com.

Item 4. Summary of Material Change

A receipt has been issued for the Company’s final short form prospectus.

Item 5.1

Full Description of Material Change

A receipt has been issued for the Company’s final short form prospectus in the provinces of British Columbia, Ontario and Alberta qualifying the distribution of an aggregate of 10,353,000 units (the “ Qualified Units ”) of the Company issuable pursuant to the exercise or deemed exercise of 10,353,000 previously issued special warrants (the “ Special Warrants ”) of the Company.

The Special Warrants were issued on a private placement basis pursuant to prospectus exemptions on May 4, 2021 at a price of C$2.55 per Special Warrant for gross proceeds of approximately C$26.4 million.

Each Qualified Unit will be comprised of one common share of the Company (each, a “ Common Share ”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “ Warrant ”), with each Warrant exercisable into one Common Share at an exercise price of C$3.00 per Common Share until May 4, 2024. All outstanding Special Warrants will be automatically exercised, without any further payment or action on the part of the holders, into Qualified Units on May 31, 2021.

Item 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 such reliance.

Not applicable.

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Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Ronan Sabo-Walsh Chief Financial Officer & Corporate Secretary Telephone: +1 (604) 562-4854

Item 9. Date of Report

May 31, 2021.

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