Material Change Report
FORM 51-102F3
Material Change Report
Item 1. Name and Address of Company
Nevada Organic Phosphate Inc. (the “Company”)
2326 B Orchard Lane
West Vancouver, BC, V7V 4G8
Item 2. Date of Material Change
May 29, 2026
Item 3. News Release
The news release was issued on May 29, 2026 through Newsfile Corp.
Item 4. Summary of Material Change
The Company announced that, further to its news releases dated May 22, 2026, May 13, 2026, and May
15, 2026, it has closed the second and final tranche of its previously announced non -brokered private
placement (the “Offering”) for gross aggregate proceeds of $705,734 through the issuance of 3,920,744
units of the Company (each, a “Unit”) at a price of $0.18 per Unit. Together with proceeds from the first
tranche of the Offering, the Company raised an aggregate of $5,750,481.
Item 5.1 Full Description of Material Change
See Schedule “A” attached hereto.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
This Report is not being filed on a confidential basis.
Item 7. Omitted Information
None.
Item 8. Executive Officer
Robin Dow, Chief Executive Officer, 604 355-9986
Item 9. Date of Report
June 2, 2026
Schedule “A”
Nevada Organic Phosphate Increases Unit Offering and Closes
Final Tranche of $705,734 for Aggregate Gross Proceeds of
$5,750,481
Vancouver, British Columbia, May 29, 2026, Nevada Organic Phosphate Inc. (“NOP” or the
“Company”) (CSE: NOP) (OTCQB: NOPFF), a B.C. based leader in organic sedimentary phosphate
exploration, is pleased to announce that, further to its news releases dated May 22, 2026, May 13,
2026, and May 15, 2026, it has closed the second and final tranche of its previously announced non-
brokered private placement (the “Offering”) for gross aggregate proceeds of $705,734 (the “Second
Tranche”) through the issuance of 3,920,744 units of the Company (each, a “Unit”) at a price of $0.18
per Unit. Together with proceeds from the first tranche of the Offering, the Company raised an
aggregate of $5,750,481.
Each Unit consists of one common share in the capital of the Company (each, a “ Share”) and one-
half of one Share purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the
holder thereof to purchase one additional Share (each, a “ Warrant Share”) at a price of $0.30 per
Warrant Share for a period of thirty-six months following the date of issuance.
Fees of $43,311 were paid and 240,619 finder’s warrants were issued (the " Finder's Warrants") to
certain finders in connection with the Second Tranche. Together with the first tranche of the Offering,
the Company paid aggregate finder’s fees of $369,563 and issued 2,053,130 Finder’s Warrants. Each
Finder's Warrant entitles the holder thereof to purchase one additional Share (each, a “ Finder’s
Warrant Share ”) at a price of $0.30 per Finder’s Warrant Share for a period of thirty -six months
following the date of issuance. The aggregate proceeds of the First Tranche are anticipated to be used
for a phase two drill program at the Company’s Murdock Mountain Prope rty and for general working
capital.
All securities issued in connection with the Second Tranche are subject to a statutory hold period
expiring four months and one day after the date of issuance, as set out in National Instrument 45‐102
– Resale of Securities . The Offering remains subject to regulatory approval and the approval of the
Canadian Securities Exchange (“CSE”).
None of the securities sold in connection with the Second Tranche have been and will not be registered
under the United States Securities Act of 1933, as amended, and no such securities may be offered
or sold in the United States absent registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer,
solicitation or sale would be unlawful.
.
Nevada Organic Phosphate Inc. (CSE: NOP) (OTCQB: NOPFF)
NOP is a junior exploration company with an organic sedimentary raw rock phosphate bed, 6.6
kilometres long, in northeast Nevada. Additional applications extend the potential strike of rock
phosphate to over 30 kilometres. This is believed to be the only known large-scale organic sedimentary
phosphate project in North America. It is situated close to the main highway to Montello/Elko, Nevada,
and near the rail head to California or the East Coast.
For More Information
Robin Dow, CEO
T: 604.355.9986
Neither the Canadian Securities Exchange nor its regulations services providers have reviewed or accept responsibility for
the adequacy or accuracy of this release.
This news release may contain forward-looking statements and information (“FLSI”) within the meaning
of applicable securities laws. FLSI may include expectations, anticipations, beliefs, opinions, plans, intentions, estimates,
forecasts, projections, guidance or other similar statements and information that are not historical facts. All statements
which are not historical statements are considered FLSI. All FLSI is based on assumptions, which may prove inaccurate,
and subject to certain risks and uncertainties, including without limitation those risks and uncertainties identified in the
Company’s public securities filings, which may cause actual events or results to differ materially from those indicated or
implied in FLSI. Accordingly, readers should not place undue reliance or value on FLSI. Although the Company believes
that the expectations reflected in any FLSI in this news release are reasonable at the present time, it can give no assurance
that such FLSI will prove to be correct. Any FLSI in this news release is made as of the date hereof and the Company
undertakes no obligations to publicly update or revise any FLSI, whether as a result of new information, future events or
otherwise, unless required by applicable securities laws. Any FLSI in this news release is expressly qualified in its entirety
by this cautionary statement.