Novo Resources — Capital/Financing Update 2021

Apr 16, 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

April 13, 2021.

Item 3. News Release

News release dated April 14, 2021 was disseminated through GlobeNewswire.com.

• Item 4. Summary of Material Change

The Company has appointed Clarus Securities Inc. and Stifel GMP as co-lead agents on behalf of a syndicate of agents (collectively the “ Agents ”) to raise, by way of a marketed private placement, C$22 million, with an option to increase the size of the offering to up to C$26.4 million (the “ Offering ”).

Item 5.1 Full Description of Material Change

The Company has appointed the Agents to undertake the Offering. Pursuant to the proposed Offering, the Company will issue special warrants (" Special Warrants ") of the Company at a price of C$2.55 per Special Warrant. Each Special Warrant will be exercisable into one unit of the Company (each, a " Unit ") without payment of any additional consideration. Each Unit will consist 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 being exercisable to acquire one common share of the Company (a " Warrant Share ") at an exercise price of C$3.00 per Warrant Share for a term of three years following the closing of the Offering.

The Special Warrants will be exercisable by the holders thereof at any time after the closing of the Offering (the “ Closing Date ”). All unexercised Special Warrants shall be deemed exercised on the earlier of (the “ Automatic Exercise Date ”): (i) the third business day following the date on which a final receipt is obtained from the British Columbia Securities Commission, as principal regulator on behalf of the securities regulatory authorities in each of the Qualifying Jurisdictions (as defined herein), for a (final) short form prospectus filed pursuant to National Instrument 44101 Short Form Prospectus Distributions qualifying the distribution of the Unit Shares and Warrants to be issued upon exercise of the Special Warrants (the “ Qualification Date ”); and (ii) 4:59 p.m. (Vancouver time) on the date which is four months and a day following the Closing Date.

If the Qualification Date has not occurred by the date that is six weeks following the Closing Date, each outstanding Special Warrant will thereafter entitle the holder to receive, upon the exercise or deemed exercise of each Special Warrant, for no additional consideration, 1.1 Units.

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The net proceeds from the Offering will be used principally to fund new exploration efforts in the Pilbara region of Western Australia, continue ramping up the Company’s Beatons Creek conglomerate gold project to production, and for general corporate working capital purposes.

The Special Warrants will be offered in all provinces of Canada except Québec (the “ Qualifying Jurisdictions” ) and in such other jurisdictions outside of Canada as mutually agreed by the Company and the Co-Lead Agents. The closing of the Offering is subject to completion of formal documentation, including but not limited to the execution of a definitive agency agreement with the Agents in respect of the Offering, and receipt of regulatory approvals, including approval of Toronto Stock Exchange (the “ TSX ”).

The securities described in this material change report have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " 1933 Act "), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the 1933 Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom.

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.

Item 7. Omitted Information

Not applicable.

• Item 8. Executive Officer

Ronan Sabo-Walsh, Chief Financial Officer

Telephone: +1 (604) 562-4854

• Item 9. Date of Report

April 16, 2021.

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