Form 51-102F3
Material Change Report


Item 1	Name and Address of Company

	Natcore Technology Inc.
	189 N. Water Street, Suite 700
	Rochester, NY 14604

Item 2	Date of Material Change

	December 14, 2016

Item 3	News Release

	A news release was disseminated on December 19, 2016 through the facilities of Stockwatch.

Item 4	Summary of Material Change

	The Company has completed the second tranche of its proposed non- brokered private placement, as announced on December 2, 2016.

Item 5	Full Description of Material Change

	Gross proceeds of $105,000.00 were raised through the sale of 500,000 units at a price of $0.21 per unit. Each unit is comprised of one common share and one share purchase warrant. Each warrant entitles the holder to the purchase of a further common share at $0.25 for a period of three years.

	All securities issued in the second tranche are subject to a hold period in Canada expiring on April 15, 2017. Proceeds of the placement will be applied to further development of the Company’s technologies and general working capital.

Item 6	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

	This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item 7	Omitted Information

	No information has been omitted on the basis that it is confidential information.


Item 8	Executive Officer

	Charles Provini is knowledgeable about the material change and the Report and may be contacted (732)-576-8800.

Item 9	Date of Report

	December 20, 2016

Natcore Technology Inc. 6-K