Form 51-102F3
Material Change Report

PART 1 GENERAL INSTRUCTIONS AND INTERPRETATION


(a)	Confidentiality

If this Report is filed on a confidential basis, state in block capitals “CONFIDENTIAL” at the beginning of the Report.

(b)	Use of “Company”

Wherever this Form uses the word “company” the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities.

(c)	Numbering and Headings

The numbering, headings and ordering of the items included in this Form are guidelines only. You do not need to include the headings or numbering or follow the order of items in this Form. Disclosure provided in response to any item need not be repeated elsewhere.

(d)	Defined Terms

If a term is used but not defined in this Form, refer to Part 1 of National Instrument 51-102 and to National Instrument 14-101 Definitions. If a term is used in this Form and is defined in both the securities statute of a local jurisdiction and in National Instrument 51-102, refer to section 1.4 of Companion Policy 51-102CP.

(e)	Plain Language

Write the Report so that readers are able to understand it. Consider both the level of detail provided and the language used in the document. Refer to the plain language principles listed in section 1.5 of Companion Policy 51-102CP. If you use technical terms, explain them in a clear and concise manner.


PART 2	CONTENT OF 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

	November 22, 2016


Item 3	News Release

	A news release was disseminated on November 22, 2016 through the facilities of Stockwatch.

Item 4	Summary of Material Change

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

Item 5	Full Description of Material Change

	Gross proceeds of $98,325.00 were raised through the sale of 427,500 units at a price of $0.23 per unit. Each unit comprised one common share and one share purchase warrant. Each warrant entitles the holder to purchase of a further common share at $0.30 for a period of three years.

	Finder’s fees were paid in connection with the second tranche of $483 payable in cash and 2,100 finder’s warrants having the same terms of the warrants issuable in the units.

	All securities issued in the initial tranche are subject to a hold period in Canada expiring on March 23, 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 (585) 286-9180.

Item 9	Date of Report

	November 22, 2016

Natcore Technology Inc. 6-K