---

---

UNITED
STATES
SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

FORM 20-F

ANNUAL
REPORT

|  |                                                                                                 
|- | ------------------------------------------------------------------------------------------------
|o | REGISTRATION
 STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
 1934

OR

|  |                                                                                      
|- | -------------------------------------------------------------------------------------
|x | ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2016

OR

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|o | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

|  |                                                                                              
|- | ---------------------------------------------------------------------------------------------
|o | SHELL
 COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1934

Date of event
requiring this shell company report.

For the
transition period from to

Commission file number:

NATCORE
TECHNOLOGY, INC.(Exact name of Registrant as specified in its charter)

British
Columbia, Canada(Jurisdiction of incorporation or organization)

Natcore
Technology Inc
189 N. Water Street, Suite 700
Rochester, NY 14604-1163(Address of principal executive offices)

Thomas
Scarpa
189 N. Water Street, Suite 700
Rochester, NY 14604-1163
(585) 286-9180
scarpa@natcoresolar.com(Name, telephone, email and/or facsimile number and
address of Company Contact Person)

---

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Securities registered or to be registered pursuant to Section 12(b) of
the Act: None

Securities registered or to be registered pursuant to Section 12(g) of
the Act:

Common Shares, without par value: 18,386,111(Title of Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:    None

Indicate the number of outstanding shares of each of the issuers
classes of capital or common stock as of the closing of the period covered by
the annual report: 68,738,602

Indicate by check mark if the registration is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

oYes      x No

If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.

oYes      x No

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days

xYes
     o No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files).

xYes     o No

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
Act. (Check one):

|                            |                           |                      
|--------------------------- | ------------------------- | ---------------------
|Large
 accelerated filer  o | Non-accelerated
 filer  x | Accelerated
 filer  o

Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this filing:

U.S. GAAP o

International Financial Reporting Standards as issued by the
International Accounting Standards Board   x

Other o

If Other has been checked in response to the previous question,
indicate by check mark which financial statement item the registrant has
elected to follow

Item 17 o          Item
18 o

2

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If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes     o No

Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court: N/A

3

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TABLE OF
CONTENTS

|                                                                |   
|--------------------------------------------------------------- | --
|ITEM 1 -
 Identity of Directors, Senior Management and Advisers | 8 
|ITEM 2 -
 OFFER STATISTICS AND EXPECTED TIMETABLE               | 8 
|ITEM 3 - KEY
 INFORMATION                                       | 8 
|A. Selected Financial Data                                      | 8 
|B. Capitalization and Indebtedness                              | 9 
|C. Reasons for the Offer and Use of Proceeds                    | 9 
|D. Risk Factors                                                 | 9 
|ITEM 4 -
 INFORMATION ON THE COMPANY                            | 17
|A. History and Development of the Company                       | 17
|B. Business Overview                                            | 21
|C. Organizational Structure                                     | 25
|ITEM 4A - UNRESOLVED
 STAFF COMMENTS                            | 26
|ITEM 5 -
 OPERATING AND FINANCIAL REVIEW AND PROSPECTS          | 26
|A. Operational Results                                          | 26
|B. Liquidity and Capital Resources                              | 30
|C. Research and development, patents and
 licenses              | 31
|D. Trend Information                                            | 34
|E. Off-Balance Sheet Arrangements                               | 34
|F. Tabular Disclosure of Contractual
 Obligations               | 34
|ITEM 6 -
 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES            | 35
|A. Directors and Senior Management                              | 35
|B. Compensation                                                 | 37
|C. Board Practices                                              | 44
|D. Employees                                                    | 47
|E. Share Ownership                                              | 47
|ITEM 7 - MAJOR
 SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     | 48
|A. Major Shareholders                                           | 48
|B. Related Party Transactions                                   | 48
|C. Interests of Experts and Counsel                             | 49
|ITEM 8 -
 FINANCIAL INFORMATION                                 | 50
|A. Consolidated Statements and Other
 Financial Information     | 50
|B. Significant Changes                                          | 50
|ITEM 9 - THE
 OFFERING AND LISTING                              | 50
|A. Offering and Listing Details                                 | 50
|ITEM 10 -
 ADDITIONAL INFORMATION                               | 51
|A. Share Capital                                                | 51
|B. Articles of Association                                      | 51
|C. Material Contracts                                           | 52
|D. Exchange Controls                                            | 52
|E. Taxation                                                     | 52
|F. Dividends and Paying Agents                                  | 55
|G. Statement by Experts                                         | 55
|H. Documents on Display                                         | 55
|I. Subsidiary Information                                       | 56

4

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|                                                                                        |   
|--------------------------------------------------------------------------------------- | --
|ITEM 11 - QUANTITATIVE AND
 QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 56
|ITEM 12 - DESCRIPTION OF
 SECURITIES OTHER THAN EQUITY SECURITIES                       | 57
|ITEM 13 - DEFAULTS,
 DIVIDEND ARREARS AND DELINQUENCIES                                 | 57
|ITEM 14 - MATERIAL
 MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 57
|ITEM 15 - CONTROLS AND
 PROCEDURES                                                      | 57
|ITEM 16A - AUDIT COMMITTEE
 FINANCIAL EXPERT                                            | 58
|ITEM 16B - CODE OF ETHICS                                                               | 58
|ITEM 16C - PRINCIPAL
 ACCOUNTANT FEES AND SERVICES                                      | 58
|ITEM 16D - EXEMPTIONS FROM
 THE LISTING STANDARDS FOR AUDIT COMMITTEES                  | 59
|ITEM 16E - PURCHASES OF
 EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS      | 59
|ITEM 16F- CHANGE IN REGISTRANTS
 CERTIFYING ACCOUNTANT                                 | 59
|ITEM 16G - CORPORATE
 GOVERNANCE                                                        | 59
|ITEM 16H - MINE SAFETY
 DISCLOSURE                                                      | 59
|ITEM 17 - FINANCIAL
 STATEMENTS                                                         | 59
|ITEM 18 - FINANCIAL
 STATEMENTS                                                         | 59
|ITEM 19 - EXHIBITS                                                                      | 60

5

CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

This
Annual Report on Form 20-F (Annual Report) and the exhibits attached hereto
contain forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and applicable Canadian
securities legislation that involve risks and uncertainties relating, but not
limited to, Natcores current expectations, intentions, plans, and beliefs.
Forward-looking information can often be identified by forward-looking words
such as anticipate, believe, expect, goal, plan, target, intend,
estimate, could, should, may and will or the negative of these terms
or similar words suggesting future outcomes, or other expectations, beliefs,
plans, objectives, assumptions, intentions or statements about future events or
performance. Examples of forward-looking information in this Annual Report
include: the Companys anticipated future business strategies, the Companys
plans and expectations for its technologies, the timing and amount of estimated
future revenues and sales, costs of goods and services sold, capital
expenditures, costs and timing of the development of new technologies, future
sales of products and technologies produced by the Company, success of the
Companys research and development activities, patenting time lines and
availability, the Companys ability to meet its working capital needs in the
next twelve months and thereafter, requirements for and availability of
additional capital; and growth in the solar industry.

Certain
of the Companys expectations concerning the use of and applications for its
technologies, as well as the success of its research and development programs
described herein also contains statements concerning the Companys proposed use
of funds and timing for expenditures as well as general expectations regarding
revenues and the growth of the solar cell market. Forward-looking statements
are subject to a variety of known and unknown risks, uncertainties and other
factors which could cause actual events, results, performance or achievements
to be materially different from any future results, performance or achievements
expressed or implied by such forward looking statements. Such factors include,
among others: risks related to product and technology development, including product
obsolescence and the experimental nature of the Companys business, limited
protections of patents and proprietary rights, changes in national and local
government, legislation, taxation, controls, regulations and political or
economic developments in the Canada and the United States or other countries in
which the Company may carry on business in the future, including changes in the
regulatory environment for the oil and gas industry, delays in obtaining
patents, economic factors including competition, foreign exchange rate
fluctuations, fluctuation of securities prices and prices of commodities; as
well as those factors described in the section entitled Risk Factors herein
below.

Shareholders
are cautioned not to place undue reliance on forward-looking information. By
its nature, forward-looking information involves numerous assumptions, inherent
risks and uncertainties, both general and specific, that contribute to the
possibility that the predictions, forecasts, projections and various future
events will not occur. Natcore reviews forward-looking information for the
purposes of preparing each Annual Report, however Natcore undertakes no
obligation to update publicly or otherwise revise any forward-looking
information whether as a result of new information, future events or other such
factors which affect this information, except as required by law. For the
reasons set forth above, investors should not place undue reliance on
forward-looking statements.

STATUS AS
AN EMERGING GROWTH COMPANY

Natcore
is an emerging growth company as defined in Section 3(a) of the Securities
Exchange Act of 1934, as amended (the Exchange Act) by the Jumpstart Our
Business Startups Act of 2012 (the JOBS Act) and is subject to reduced public
reporting requirements. Natcore has chosen not to take advantage of the
extended transition period for new accounting standards. While the decision to
opt out of the extended period to comply with new or revised accounting
standards is irrevocable, the Company may in the future elect to avail itself
of other reduced reporting obligations available as an emerging growth company.
Natcore will continue to qualify as an emerging growth company until the
earliest to occur of: (a) the last day of the fiscal year during which the
Company had total annual gross revenues of US$1,000,000,000 (as such amount is
indexed for inflation every five years by the SEC) or more; (b) the last day of
the Companys fiscal year following the fifth anniversary of the date of the
first sale of common equity securities pursuant to an effective registration
statement under the Securities Act; (c) the date on which the Company has,
during the previous 3-year period, issued more than US$1,000,000,000 in
non-convertible debt; or (d) the date on which the Company is deemed to be a
large accelerated filer, as defined in Exchange Act Rule 12b-2. Natcore
expects to continue to be an emerging growth company for the foreseeable
future.

Generally,
a registrant that registers any class of its securities under section 12 of the
Exchange Act is required to include in the second and all subsequent annual
reports filed by it under the Exchange Act, a management report on internal
control over financial reporting and, subject to an exemption available to
registrants that are neither an accelerated filer or a larger accelerated
filer (as those terms are defined in Exchange Act Rule 12b-2), an auditor
attestation report on managements assessment of internal control over
financial reporting. However, for so long as the Company continues to qualify
as an emerging growth company, the Company will be exempt from the requirement
to include an auditor attestation report on managements assessment of internal
controls over financial reporting in its annual reports filed under the Exchange
Act, even if the Company were to qualify as an accelerated filer or a larger
accelerated filer. In addition, Section 103(a)(3) of the Sarbanes-Oxley Act of
2002 (the Sarbanes-Oxley Act) has been amended by the JOBS Act to provide
that, among other things, auditors of an emerging growth company are exempt
from any rules of the Public Company Accounting Oversight Board requiring
mandatory audit firm rotation or a supplement to the auditors report in which
the auditor would be required to provide additional information about the audit
and the financial statements of the company.

6

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CURRENCY

Unless
otherwise indicated, all references to ($) dollar amounts are expressed in the
lawful currency of the United States of America.

FOREIGN
PRIVATE ISSUER FILINGS

Natcore
is considered a foreign private issuer pursuant to Rule 405 promulgated under
the Securities Act of 1933, as amended (the Securities Act).In its capacity as a foreign private issuer, Natcore is exempt from
certain rules under the Exchange Act that impose certain disclosure obligations
and procedural requirements for proxy solicitations under Section 14 of the
Exchange Act. In addition, Natcores officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery
provisions of Section 16 of the Exchange Act and the rules under the Exchange
Act with respect to their purchases and sales of the Companys common shares.
Moreover, Natcore is not required to file periodic reports and financial statements
with the SEC as frequently or as promptly as United States companies whose
securities are registered under the Exchange Act. In addition, Natcore is not
required to comply with Regulation FD, which restricts the selective disclosure
of material information.

For
as long as Natcore is a foreign private issuer it intends to file its annual
financial statements on Form 20-F and furnish its quarterly financial
statements on Form 6-K to the SEC for so long as it is subject to the reporting
requirements of Section 13(g) or 15(d) of the Exchange Act. However, the
information Natcore files or furnishes may not be the same as the information
that is required in annual and quarterly reports on Form 10-K or Form 10-Q for
U.S. domestic issuers. Accordingly, there may be less information publicly
available concerning Natcore than there is for a company that files as a
domestic issuer.

Natcore
may take advantage of these exemptions until such time as it is no longer a
foreign private issuer. Natcore is required to determine its status as a
foreign private issuer on an annual basis at the end of its second fiscal
quarter. Natcore would cease to be a foreign private issuer at such time as
more than fifty percent (50%) of its outstanding voting securities are held by
United States residents and any of the following three circumstances applies:
(1) the majority of its executive officers or directors are United States
citizens or residents; (2) more than fifty percent (50%) of its assets are
located in the United States; or (3) its business is administered principally
in the United States. If Natcore loses its foreign private issuer status it
would be required to comply with Exchange Act reporting and other requirements
applicable to U.S. domestic issuers, which are more detailed and extensive than
the requirement for foreign private issuers.

7

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ITEM 1-
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not
Applicable.

ITEM 2 -
OFFER STATISTICS AND EXPECTED TIMETABLE

Not
Applicable.

ITEM 3 -
KEY INFORMATION

A. Selected
Financial Data

The
following tables set forth the Companys selected consolidated financial data.
Investors should read the following selected consolidated financial data in
conjunction with the Companys audited consolidated financial statements and
accompanying notes in Item 18 of this Annual Report and Operating and
Financial Review and Prospects included in Item 5 of this Annual Report.

Natcores
consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) issued by the
International Accounting Standards Board (IASB) and interpreted by the
International Financial Reporting Interpretations Committee (IFRIC). As a
result of the Accounting Standards Board of Canadas decision to adopt IFRS for
publicly accountable entities for financial reporting periods beginning on or
after January 1, 2011, the Company adopted IFRS for the 2011 and 2010 annual
financial statements.

Since
Natcore began preparing its financial statements in accordance with IFRS,
having reviewed significant transactions and compared them to United States
generally accepted accounting principles (GAAP), Natcore concluded that there
are no material differences that would impact the users of the accompanying
financial statements other than terminology and headings.

The
Company has derived the summary consolidated statements of comprehensive income
data for each of the years ended December 31, 2016, 2015, 2014, 2013 and 2012
from its audited consolidated financial statements (included elsewhere in this
prospectus).

|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|------------------------------------------------------------------ |  | ---- | ---------- | ---- |  | ---------- | - | ---- | ---------- | ---- |  | ---------- | - |  | ---------- | -
|As of December 31,                                                 |  | 2016 |            | 2015 |  | 2014       |   | 2013 |            | 2012 | 
|                                                                   |  |      |            |      |  |            |   |      |            |      | 
|Expenses                                                           |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|Consulting                                                         |  |      | 124,652    |      |  | 181,589    |   |      | 229,792    |      |  | 108,657    |   |  | 70,410     |  
|Depreciation and
 amortization                                     |  |      | 146,946    |      |  | 279,527    |   |      | 412,492    |      |  | 359,178    |   |  | 325,648    |  
|Filing fees                                                        |  |      | 45,172     |      |  | 25,016     |   |      | 34,090     |      |  | 32,082     |   |  | 26,743     |  
|Foreign exchange (gain) loss                                       |  |      | 16,457     |      |  | 5,159      |   |      | 41,344     |      |  | 90,060     |   |  | (62,086    | )
|Interest and bank charges                                          |  |      | 2,698      |      |  | 2,383      |   |      | 1,581      |      |  | 1,269      |   |  | 2,056      |  
|Marketing                                                          |  |      | 341,104    |      |  | 268,853    |   |      | 81,401     |      |  | 96,641     |   |  | 56,553     |  
|Office and miscellaneous                                           |  |      | 201,736    |      |  | 216,811    |   |      | 273,264    |      |  | 267,532    |   |  | 500,322    |  
|Professional fees                                                  |  |      | 219,016    |      |  | 335,762    |   |      | 213,888    |      |  | 129,499    |   |  | 204,442    |  
|Research and development                                           |  |      | 1,137,422  |      |  | 1,203,716  |   |      | 1,634,864  |      |  | 1,480,058  |   |  | 781,042    |  
|Stock-based compensation                                           |  |      | 869,130    |      |  | 387,648    |   |      | 301,732    |      |  | 325,686    |   |  | 609,400    |  
|Travel                                                             |  |      | 37,472     |      |  | 45,858     |   |      | 73,922     |      |  | 126,668    |   |  | 216,725    |  
|Wages and salaries                                                 |  |      | 763,223    |      |  | 778,339    |   |      | 770,105    |      |  | 855,853    |   |  | 821,365    |  
|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|                                                                   |  |      | (3,905,028 | )    |  | (3,730,661 | ) |      | (4,068,475 | )    |  | (3,873,183 | ) |  | (3,552,620 | )
|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|Other Income (Expense)                                             |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|Fair value adjustment on
 warrants                                 |  |      | 1,880,587  |      |  | 226,827    |   |      | 1,842,317  |      |  | (79,353    | ) |  | 1,690,715  |  
|Other income                                                       |  |      | 1,932      |      |  | 14,124     |   |      |           |      |  |           |   |  |           |  
|Interest income                                                    |  |      | 809        |      |  | 1,581      |   |      | 32,626     |      |  | 13,708     |   |  | 23,550     |  
|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|Net and comprehensive income (loss)                                |  |      | (2,021,700 | )    |  | (3,488,129 | ) |      | (2,193,532 | )    |  | (3,938,828 | ) |  | (1,838,355 | )
|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|Loss per share - basic and diluted                                 |  |      | (0.03      | )    |  | (0.07      | ) |      | (0.05      | )    |  | (0.10      | ) |  | (0.05      | )
|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  
|Weighted average number of
 shares outstanding - basic and diluted |  |      | 60,007,618 |      |  | 51,329,138 |   |      | 42,294,310 |      |  | 41,097,726 |   |  | 36,014,144 |  
|                                                                   |  |      |            |      |  |            |   |      |            |      |  |            |   |  |            |  

8

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|                                        |  |      |             |      |  |             |   |  |             |  
|--------------------------------------- |  | ---- | ----------- | ---- |  | ----------- | - |  | ----------- | -
|As of December 31,                      |  | 2016 |             | 2015 |  | 2014        |  
|                                        |  |      |             |      |  |             |  
|Assets                                  |  |      |             |      |  |             |   |  |             |  
|Current Assets                          |  |      |             |      |  |             |   |  |             |  
|Cash and cash equivalents               |  |      | 23,252      |      |  | 521,521     |   |  | 548,387     |  
|Receivables                             |  |      | 12,071      |      |  | 29,057      |   |  | 5,939       |  
|Prepaid expenses                        |  |      | 55,187      |      |  | 148,076     |   |  | 60,395      |  
|                                        |  |      |             |      |  |             |   |  |             |  
|                                        |  |      | 90,510      |      |  | 698,654     |   |  | 614,721     |  
|Non-Current Assets                      |  |      |             |      |  |             |   |  |             |  
|Equipment                               |  |      | 223,325     |      |  | 366,729     |   |  | 582,503     |  
|Intangibles                             |  |      |            |      |  |            |   |  | 36,568      |  
|                                        |  |      |             |      |  |             |   |  |             |  
|                                        |  |      | 223,325     |      |  | 366,729     |   |  | 619,071     |  
|                                        |  |      |             |      |  |             |   |  |             |  
|                                        |  |      | 313,835     |      |  | 1,065,383   |   |  | 1,233,792   |  
|                                        |  |      |             |      |  |             |   |  |             |  
|                                        |  |      |             |      |  |             |   |  |             |  
|Liabilities and Equity                  |  |      |             |      |  |             |   |  |             |  
|Current Liabilities                     |  |      |             |      |  |             |   |  |             |  
|Trade payables and accrued
 liabilities |  |      | 1,192,636   |      |  | 749,985     |   |  | 289,688     |  
|Derivative liability                    |  |      | 367,346     |      |  | 1,135,157   |   |  | 124,823     |  
|                                        |  |      |             |      |  |             |   |  |             |  
|                                        |  |      | 1,559,982   |      |  | 1,885,142   |   |  | 414,511     |  
|                                        |  |      |             |      |  |             |   |  |             |  
|Equity                                  |  |      |             |      |  |             |   |  |             |  
|Share capital                           |  |      | 16,417,322  |      |  | 15,690,371  |   |  | 13,977,256  |  
|Share-based payment reserve             |  |      | 4,275,173   |      |  | 3,375,710   |   |  | 2,956,964   |  
|Share subscriptions
 receivable         |  |      |            |      |  | 31,102      |   |  | 313,874     |  
|Deficit                                 |  |      | (21,938,642 | )    |  | (19,916,942 | ) |  | (16,428,813 | )
|                                        |  |      |             |      |  |             |   |  |             |  
|                                        |  |      | (1,246,147  | )    |  | (819,759    | ) |  | 819,281     |  
|                                        |  |      |             |      |  |             |   |  |             |  
|                                        |  |      | 313,835     |      |  | 1,065,383   |   |  | 1,233,792   |  
|                                        |  |      |             |      |  |             |   |  |             |  

B.
Capitalization and Indebtedness

Not
Applicable.

C.
Reasons for the Offer and Use of Proceeds

Not
Applicable.

D.
Risk Factors

An investment in Natcore common shares involves a
high degree of risk. Shareholders should consider carefully the risks described
below, together with the financial and other information contained in this
annual report. The occurrence of the risks described below could have a
material adverse impact on Natcores business, financial condition or results
of operations. In any such case, the trading price of Natcore common stock
could decline and investors may lose part or all of his or her investment.
Various statements in this annual report, including the following risk factors,
contain forward-looking statements.

9

---



Risks Related to Natcores Business

There is no assurance that the
Company will turn a profit.

The
Company is currently not profitable. There is no assurance as to whether the
Company will be profitable, earn revenues or whether the Company will be able
to return any investment funds, to make cash distributions or to meet its
operating expenses and debt service, if any.

The Companys independent auditors
reports on its financial statements for the years ended December 31, 2016 and
2015 includes a going concern explanatory paragraph.

The
Companys independent auditor has presented the Companys financial statements
on the basis that it is a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business
over a reasonable length of time. However, the Companys independent auditor
has expressed some doubt as to the Companys ability to continue as a going
concern. This means that the Company may not generate enough funds to
pay its general operating
expenses and bills from professionals and other advisors that it is obligated to pay. Since the Company has not generated any
revenues from operations,
management intends to finance operating costs over the next twelve months with
existing cash resources and the private
placement of common stock. There may be
situations where all sources of revenue described (or any revenue at all) may
not be available given market conditions and customer requirements. The Company
has had net losses in each of the last three fiscal years and as of December
31, 2016; the Company has had recurring losses from operations and a cumulative
deficit of approximately $21,938,642.

There is no assurance that the
Company will generate immediate revenues; the Company projects cash on hand
sufficient to fund operations for approximately twelve months.

The
Company anticipates that it will incur substantial expenses relating to the
implementation of its business plan and cost overruns may be incurred. The
Company currently expects the initial expenses it incurs to result in operating
losses for the Company for the foreseeable future. Furthermore, no assurance
can be made that a shareholder will realize any return on his or her
investment, or that such shareholder will not lose his or her entire
investment. In 2016 the Company completed non-brokered private placements
issuing 8,095,055 units
for gross proceeds of $1,937,107.
As of December 31, 2016, the Company had $23,252 in cash. The Company anticipates its current cash and cash equivalents
will be sufficient to fund operations for approximately twelve months.Additionally, the company may pursue
additional financing alternatives, including completing another private
placement.

Financial projections provided may
prove inaccurate.

The Companys Management may prepare financial projections concerning
the estimated operating results of the Company. These projections would be
based on certain assumptions that may prove to be inaccurate and that are
subject to future conditions be beyond the control of the Company, such as changes
in the condition of the national and international financial markets,
fluctuations in interest rates, changes in rules and regulations pertaining to
the securities markets and market participants, variations in the local and
national economy, acts of terrorism and occurrences of natural disasters or
other such disasters. The Company may experience unanticipated costs, or
anticipated agreements or contracts may not materialize, resulting in lower
revenues than forecasted. There is no assurance that the results that may be
illustrated in financial projections would in fact be realized by the Company.
The financial projections would be prepared by Management of the Company and
would not be examined or compiled by independent certified public accountants.
Accordingly, neither independent certified public accountants nor counsel to
the Company could provide any level of assurance on them.

The Company is in research and
development stage.

Substantial
corporate resources are currently being expended on the development of the
Companys technologies. These technologies remain in the development stages and
have not yet been commercialized. There can be no guarantee that the Companys
technologies will achieve the objectives which Natcore believes are necessary
for successful products in the market. In addition, there are risks associated
with commercializing any product, including the risk that full-scale production
may not be achieved at an acceptable cost level. In addition, since the
Companys technologies are in the development stage, there can be no guarantee
that technical milestones can be achieved. Failure to successfully
commercialize the Companys technologies may materially and adversely affect
the Companys financial condition and results of operations.

10

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The Company is entirely dependent on
its Management team.

The Companys Management makes all decisions with respect to the
Companys assets, including investment decisions and the day-to-day operations
of the Company. Other than as specified in the Companys notice of articles and
articles, the shareholders have no right or power to take part in the
management of the Company. As a result, the success of the Company for the
foreseeable future will depend largely upon the ability of Management.

SHAREHOLDERSS
ARE HEREBY ADVISED THAT THE SUCCESS OF PREVIOUS VENTURES OR PROJECTS UNDERTAKEN
BY THE COMPANYS MANAGEMENT OR THE MANAGEMENT OF ANY ACQUIRED COMPANY CANNOT BE
CONSTRUED AS A GUARANTEE OF THE SUCCESS OF THE COMPANY.

The Companys
Management may be subject to conflicts of interest.

The Companys Management may in the future become associated with or
employed by other companies, which are engaged, or may become engaged, in
operations similar to the operations engaged in by the Company. Conflicts of
interest between the Companys officers and/or directors and the Company may
arise by reason of such relationships. Management intends to resolve any
conflicts with respect to such operations in a manner equitable to the
shareholders of the Company, its management, and any of the Companys
affiliates. Officers and all employees are required to sign a proprietary
inventions agreement which means that anything that is invented while employed
at Natcore is owned by Natcore. Additionally all employees are required annually
to complete an outside employment disclosure which allows the registrant to
better control if there are any outside interests. Directors are not required
to do either and may pursue opportunities independently of the registrant.

The Company may not achieve
its goals and objectives.

All investments in the Company risk the loss of capital. While the
Companys Management believes that its experience and relationships will
moderate this risk to some degree, no representation is made that the Companys
projects will be successful.

The Company is
subject to the possibility of future litigation that may have a significant
adverse effect on the Companys financial condition, operations and plans for
expansion.

There are many risks incident to providing the types of services
provided by the Company that may give rise to future litigation. Under such
circumstances, the Company may be named as a defendant in a lawsuit or
regulatory action. The Company may also incur uninsured losses for liabilities
which arise in the ordinary course of business, or which are unforeseen. There
is no assurance that the Companys shareholders will not lose their entire
investment in the Company as a result of unforeseen litigation.

The Company will indemnify its
officers and directors.

The Companys articles, as amended, provide that the Company will,
within the limits of capital contributions and retained assets, hold its
directors and officers harmless against certain claims arising from Company
activities, other than losses or damages incurred by it as a result of its
gross negligence, fraud or bad faith. If the Company were called upon to
perform under its indemnification agreements, then the portion of its assets
expended for such purpose would reduce the amount otherwise available for the
implementation of its business plan, or for distributions to its shareholders,
if any.

The enforcement of civil liabilities
against the Company and its officers and directors may be difficult to obtain.

The
Company incorporated under the laws of the Province of British Columbia,
Canada. Service of process upon the Company and upon the Companys directors
and officers, who may reside outside the United States, may be difficult to
obtain within the United States. Furthermore, some of the Companys assets and
some of the Companys directors and officers are located outside the United
States, any judgment obtained in the United States against the Company or any
of the Companys directors and officers, including one predicated on the civil
liability provisions of the U.S. federal securities laws, may not be
collectible within the United States.

The Company is
subject to certain institutional risks.

The institutions with which the Company (directly or indirectly) does
business may encounter financial difficulties that impair or would impair the
operational capabilities or the capital position of the Company.

11

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There may be changes
in laws applicable to the Company.

The Company must comply with various legal requirements, including
requirements imposed by the state and federal securities laws and pension laws.
Should any of those laws change over the scheduled term of the Company, the
legal requirements to which the Company and its shareholders may be subject
could differ materially from current requirements.

The Company may face adverse tax
consequences and may be audited by the Internal Revenue Service or the Canada
Revenue Agency.

While
the Company is advised in tax matters by its accountants, the Internal Revenue
Service (the IRS) or the Canada Revenue Agency (CRA) may not accept the tax
positions taken by the Company. As a result, the IRS or CRA could audit the
Companys information and adjustments to the Companys tax returns may result.
Any such adjustment could subject the shareholders to additional tax, interest
and penalties, as well as incremental accounting and legal expenses. In
addition, an audit of the Companys tax returns could lead to audits of the
individual tax returns of the shareholders, resulting in adjustments and
additional tax with respect to non-Company items.

Government Regulation  General.

The Company may be subject
to regulation by county, state and federal governments, governmental agencies,
and regulatory authorities from several different countries. Failure to obtain
regulatory approvals or delays in obtaining regulatory approvals by the
Company, its collaborators, customers, vendors or service providers would
adversely affect the marketing of products and services developed by the
Company, and the Companys ability to generate product and service revenues.
Further, there can be no assurance that the Company, its customers, vendors, or
service providers will be able to obtain necessary regulatory approvals.
Although the Company does not anticipate problems satisfying any of the
regulations involved, the Company cannot foresee the possibility of new
regulations, which could adversely affect the business of the Company. While
the Company anticipates that all regulatory approvals required will be granted,
violations by the Company and/or its customers of, and/or non-compliance with,
such regulations and approvals may adversely affect the Companys ability to
acquire capital, or adversely affect the Companys ability to conduct its
business as intended.

The Company is
subject to various economic risks.

Local, national and international economic conditions may have a
substantial adverse effect on the efforts of the Company. The Company cannot
guarantee its anticipated results of operations against the possible
eventuality of any of these potential adverse conditions.

The Company is subject to foreign exchange risk

The Company operates in
the United States but raises funds in Canadian dollars which creates exposure
to changes in exchange rates, primarily as between the US dollar and the
Canadian dollar. Changes in the exchange rates faced by the Company may have a
material adverse impact on its future financial performance. In recent years,
the Canadian dollar has dropped in value as against the U.S. dollar and has
performed with increased volatility relating to general economic conditions.

The Company may suffer uninsured losses.

The Company plans to
obtain comprehensive insurance coverage, including liability, fire and extended
coverage, as is customarily obtained for businesses similar to the Company.
Certain types of losses of a catastrophic nature, such as losses resulting from
floods, tornadoes, thunderstorms and earthquakes, are uninsurable or not
economically insurable to the full extent of potential loss. Such Acts of God,
work stoppages, regulatory actions or other causes, could interrupt or delay
the Companys development or expansion, and would adversely affect the
Companys business, results of operations, and profitability.

Dependence on Management and absence
of Key Man Insurance.

The
Companys business, to date, and for the foreseeable future, will be
significantly dependent on the Companys management team, directors and key
consultants, including but not limited to Charles Provini, John C. Calhoun, and
Dennis J. Flood. Each of the foregoing has other engagements that compete for
their time.

The
loss of any one of these officers could have a material adverse effect on the
Company. If the Company lost the services of one or more of its executive
officers or key employees, it would need to devote substantial resources to
finding replacements, and until replacements were found, the Company would be
operating without the skills or leadership of such personnel, any of which
could have a significant adverse effect on the Companys business. The Company
currently does not carry key-man life insurance policies covering any of these
officers.

12

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Risks associated with expansion.

Any
expansion plans undertaken by the Company to increase or expand its operations
entail risks, which may negatively impact the profitability of the Company.
Consequently, shareholders must assume the risk that (i) such expansion may
ultimately involve expenditures of funds beyond the resources available to the
Company at that time, and (ii) management of such expanded operations may
divert Managements attention and resources away from its existing operations,
all of which factors may have a material adverse effect on the Companys
present and prospective business activities. The Company cannot assure its shareholders
that its products, procedures or controls will be adequate to support the
anticipated growth of its operations.

Inability to protect
proprietary and technology rights.

The
Companys success will depend in part on its ability to protect its proprietary
rights and technologies, including, but not limited to, U.S. Patent
7,718,550, U.S. Patent 7,253,014, U.S. Patent 7,682,527, U.S. Patent 7,491,376,
U.S. Patent 7,692,218, U.S. Patent
8,431,818, U.S. Patent 7,999,172, U.S. Patent 8,433,417, U.S. Patent 8,716,152 and U.S. Patent 9,093,267. The Company relies
on a combination of patents, trademark laws, trade secrets, confidentiality
provisions and other contractual provisions to protect its proprietary rights.
However, not all of these measures may apply or may afford only limited
protection. The Companys failure to adequately protect its proprietary rights
may adversely affect the Company. Despite the Companys efforts to protect its
proprietary rights, unauthorized parties may attempt to copy aspects of the
Companys services or to obtain and use trade secrets or other information that
it regards as proprietary. Based on the nature of its business, it may or may
not be able to adequately protect its rights through patent, copyright and
trademark laws. The Companys means of protecting its proprietary rights abroad
may not be adequate, and competitors may independently develop similar
technologies. The Company may become involved in litigation over proprietary
rights. In the event of an adverse result in any future litigation with third
parties relating to proprietary rights, the Company could be required to pay
substantial damages, including treble damages if the Company is held to have
willfully infringed or to expend significant resources to develop
non-infringing technology. In addition, litigation frequently involves
substantial expenditures and can require significant management attention, even
if the Company ultimately prevails. However, there can be no assurance that the
Company would be able to successfully resolve such disputes in the future.

No assurance of profitability.

The
Company may experience operating losses as it develops, produces and
distributes its products and services. As a result, the Company may not be able
to achieve profitability in a commercially acceptable time frame, if ever.

Natcore is an emerging growth
company with reduced reporting requirements.

Natcore
is an emerging growth company, as defined in the JOBS Act. Although the
Company has elected not to take advantage of certain reporting exemptions
available it, for so long as Natcore remains an emerging growth company, it
will not be subject to the provision of Section 404(b) of the
Sarbanes-Oxley Act, applicable to non-emerging growth companies, that requires
that an independent registered public accounting firm provide an attestation
report on the effectiveness of the Companys internal control over financial
reporting. This may increase the risk that the Company will fail to detect and
remedy any weaknesses or deficiencies in its internal control over financial
reporting. In general, these reduced reporting requirements may allow the
Company to refrain from disclosing information that investors may find
important. It is also possible that shareholders may generally find Natcores
common shares less attractive due to its status as an emerging growth company
and its limited disclosures. Any of the foregoing could adversely affect the
price and liquidity of the Companys common shares.

Natcore
may take advantage of these disclosure exemptions until it is no longer an
emerging growth company however it may still take advantage of certain
reduced reporting requirements if it remains a small company. The Company will
cease to be an emerging growth company upon the earliest of:

| |   |                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the
 last day of the fiscal year in which the fifth anniversary of the offering
 filed pursuant to the F-1 Registration Statement deemed effective on May 26,
 2015;                           
| |  | the
 last day of the fiscal year in which the Companys annual gross revenues are
 $1 billion or more;                                                                                         
| |  | the
 date on which the Company, during the previous three-year period, issued more
 than $1 billion in non-convertible debt securities; or                                                     
| |  | the last day of any fiscal year in which the market value of the
 Companys common shares held by non-affiliates exceeds $700 million as
 of the end of the second quarter of that fiscal year.

13

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Risk
Factors Associated with the Industry in which the Company Operates

The demand for solar power products
is dependent on volatile market and industry trends that can affect demand for
Natcores products and negatively impact its revenue.

The
global economic downturn that began in the fourth quarter of 2008 highlighted
the volatility associated with the solar power industry. The capital-intensive
nature of implementation requiring access to capital sources caused an overall
reduction in demand for solar power technology. While global markets have
stabilized and access to capital has returned the demand for solar power
products, the potential for soft demand and the trend of reduced cost of
production could again have the effect of an over-supplied market place. The
effects of a supply driven market place due to soft demand would be adverse to
the Companys margins and in turn revenues.

In
addition, macroeconomic and geopolitical events influence the demand for solar
power products. Specifically, currency exchange rates and governmental
regulation affect the price of other energy resources like oil, natural gas and
coal. A reduction in the price of these traditional energy resources, such as
the recent significant decrease in the oil and natural gas markets, could
result in a reduction in the demand for alternative energy sources such as
solar power; which in turn could reduce the margins of the Companys products
and result in a decrease in revenue.

Unforeseen technological failings
that increase the cost of adoption of solar products may inhibit widespread
implementation of solar solutions that would result in reduced revenue or the
inability for us to maintain Natcores profitability.

The recent discovery of
hardware failure and technical issues related to solar power equipment that
occurred earlier in product life that had been expected could alter the
associated cost of implementation of solar power products that could in turn
lead to a drop in demand. Historical data is not as readily available for the
solar industry as it is for the traditional sources of energy limiting the
ability to determine a reliable trend upon which to base future results.
Increased costs associated with implementation could lead to the failure of
solar power technology being widely adopted resulting in Natcores inability to
sustain revenue growth and profitability.

If third parties claim that the
Companys products infringe their intellectual property rights, the Company may
be forced to expend significant financial resources and management time, and
operating results would suffer.

The
Companys portfolio of intellectual property is significant to its financial
condition and operations. Third parties may claim that the Companys products
and systems infringe their patents or other intellectual property rights.
Identifying third-party patent rights can be particularly difficult, especially
since patent applications are not published until 18 months after their filing
dates. If a competitor were to challenge the Companys patents, or assert that
its products or processes infringe its patent or other intellectual property
rights, the Company could incur substantial litigation costs, be forced to
design around their patents, pay substantial damages or even be forced to cease
operations, any of which could be expensive and/or have an adverse effect on
the Companys operating results. Third-party infringement claims, regardless of
their outcome, would not only drain financial resources, but also would divert
the time and effort of management, and could result in customers or potential
customers deferring or limiting their purchase or use of the affected products
or services until resolution of the litigation.

The Company is subject to
certification requirements and other regulations. Future more stringent
regulations may impair the Companys ability to market its products.

The
Company must obtain product certification from governmental agencies, such as
the EPA, to sell certain products in the United States, and must comply with
other product certification requirements in other countries. A portion of the
Companys future sales will depend upon sales of solar power products and technologies
that are certified to meet existing and future air quality and energy
standards. The Company cannot assure that its products will meet these
standards. The failure to comply with these certification requirements could
result in the recall of the Companys products, or civil or criminal penalties.

Any
new government regulation that affects solar power products and technologies,
whether at the foreign, federal, state, or local level, including any
regulations relating to installation and service of these systems, may increase
the Companys costs and the price of its systems. As a result, these
regulations may have a negative impact on the Companys revenue and
profitability and thereby harm its business, prospects, results of operations,
or financial condition.

Changes in tax policies may reduce
or eliminate the economic benefits that make the Companys products attractive
to consumers.

In
some jurisdictions, such as the United States, governments provide tax benefits
for solar cell technologies, including tax credits, rebates and reductions in
applicable tax rates. In certain markets of the Company these benefits extend
to users of the Companys products. From time to time, governments change tax
policies in ways that create benefits such as those for the Companys
customers. Reductions or eliminations in these benefits may adversely affect
the Companys revenue.

14

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New technologies could render the
Companys existing products obsolete.

New
developments in technology may negatively affect the development or sale of
some or all of the Companys products or make its products obsolete. The
Companys inability to enhance existing products in a timely manner or to
develop and introduce new products that incorporate new technologies, conform
to increasingly stringent emission standards and performance requirements, and
achieve market acceptance in a timely manner could negatively impact the
Companys competitive position. New product development or modification is
costly, involves significant research, development, time and expense, and may
not necessarily result in the successful commercialization of any new products.

If the Company misses a required performance standard, fails to timely
complete, or otherwise fails to adequately perform on a project, the Company
may incur a loss on that project which may reduce or eliminate its overall
profitability.

The Company may commit to a client that the Company
will complete a project by a scheduled date. The Company may also commit that a
project, when completed, will achieve specified performance standards. If the
project is not completed by the scheduled date or fails to meet required
performance standards, the Company may incur additional costs or be held
responsible for damages due to late completion or failure to achieve the
required performance standards. The uncertainty of the timing of a project can
present difficulties in planning the amount of personnel and resources needed
for the project. If the project is delayed or canceled, the Company may bear
the cost of an underutilized workforce. In addition, performance on projects
can be affected by a number of factors beyond its control, including
unavoidable delays from the weather conditions, changes in the project scope,
unanticipated site conditions or other disruptions. In some cases, should the
Company fail to meet the required schedule or performance standards, the
Company may also be subject to agreed upon financial damages which are
determined by the contract. To the extent that these events occur, the total
costs of the project could exceed its estimates or, in some cases, cause a loss
which may reduce or eliminate its overall profitability or cause a financial
loss.

The Company conducts a portion of its operations through joint venture
entities, over which the Company may have limited control.

The Company may partner with its Best of Breed
clients or conduct its operations through joint venture entities. As with most
joint venture arrangements, differences in views among the joint venture
participants may result in delayed decisions or disputes. The Company cannot
control the actions of its joint venture partners, and the Company typically
has joint and several liability with its joint venture partners under the
applicable contracts for joint venture projects. These factors could
potentially harm the business and operations of a joint venture and, in turn,
the Companys business and operations.

In conducting the Best of Breed Program, the Company depends on other
contractors and subcontractors. If these parties fail to satisfy their
obligations to Natcore or other parties, or if Natcore is unable to maintain
these relationships, the Companys revenue, profitability and growth prospects
could be adversely affected.

The Company depends on contractors and subcontractors
in conducting the Best of Breed Program. There is a risk that the Company may
have disputes with its subcontractors arising from, among other things, the
quality and timeliness of work performed by the subcontractor, customer
concerns about the subcontractor, or the Companys failure to extend existing
task orders or issue new task orders under a subcontract. In addition, if any
of the subcontractors fail to deliver on a timely basis the agreed-upon
supplies and/or perform the agreed-upon services, Natcores ability to fulfill
its obligations may be jeopardized.

The Company also relies on relationships with other
contractors when it acts as their subcontractor or joint venture partner. The
Companys future revenue and growth prospects could be adversely affected if
other contractors eliminate or reduce their subcontracts or joint venture
relationships with the Company, or refuses to pay under a contract.

The Company business and operating results could be adversely affected
by its inability to accurately estimate the overall risks, revenue or costs on
a contract.

The Company may engage in a fixed-price contract
which requires the Company to either perform all work under the contract for a
specified lump-sum or to perform an estimated number of units of work at an
agreed price per unit, with the total payment determined by the actual number
of units performed. Fixed-price contracts expose the Company to a number of
risks not inherent in cost-plus and time and material contracts, including
underestimation of costs, ambiguities in specifications, unforeseen costs or
difficulties, problems with new technologies, delays beyond the Companys
control, failures of subcontractors to perform and economic or other changes
that may occur during the contract period. Losses under fixed-price
construction contracts could be substantial and harm the Companys results of
operations. Under the Companys cost-plus contracts, some of which are subject
to contract ceiling amounts, the Company is reimbursed for allowable costs and
fees which may be fixed or performance based. If the Companys costs exceed the
contract ceiling or are not allowable, the Company may not be able to obtain
reimbursement for all such costs. Accounting for a fixed-price contract
requires judgments relative to assessing the contracts estimated risks,
revenue and costs as well as technical issues. The uncertainties inherent in
the estimating process make it possible for actual costs to vary from
estimates, or estimates to change, resulting in reductions or reversals of
previously recorded revenue and profit. Such variances could be material.
Finally, the Company may receive equity or a portion of the revenues generated
from a power purchase agreement. The lack of success of the underlying venture
or the failure of the client to generate revenue may adversely affect the
Companys business and operating results.

15

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The Companys services expose it to significant risks of liability, and
it may be difficult or more costly to obtain or maintain adequate insurance
coverage.

The Companys services involve significant risks
that may substantially exceed the fees the Company derive from its services.
The Companys business activities expose it to potential liability for
professional negligence, personal injury and property damage among other
things. The Company cannot always predict the magnitude of such potential
liabilities. In addition, its ability to perform certain services is dependent
on the availability of adequate insurance. The Company may obtain insurance
from insurance companies to cover a portion of its potential risks and
liabilities subject to specified policy limits, deductibles or coinsurance. It
is possible that the Company may not be able to obtain adequate insurance to
meet its needs or may have to pay an excessive amount for the insurance
coverage the Company desires. In addition, the Company may not be able to
acquire any insurance for certain types of business risks.

Risks Related to the Companys Common Shares

Authorized capital consists of an
unlimited number of shares of one class designated as common shares

The
Companys authorized capital consists of an unlimited number of shares of one
class designated as common shares. The directors may create any class or series
of shares by resolution but may not make any modification to the provisions
attaching to the Companys common shares without the affirmative vote of
two-thirds of the votes cast by the holders of the common shares. Natcores
common shares do not have pre-emptive rights to purchase additional shares.
Shareholders should be aware that the exercise of warrants described herein
will dilute the value of current holdings.

Volatility of the market price of
the Companys common shares could adversely affect its shareholders and Natcore.

The
market price of the Companys common shares could be highly volatile and could
be subject to wide fluctuations in response to numerous factors, including the
following:

| |   |                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------
| |  | actual or anticipated
 variations in Natcores operating results or those of Natcores competitors,
| |  | technological enhancements
 or developments by Natcore or its competitors,                         
| |  | regulatory changes
 effecting Natcores industry,                                                  
| |  | changes in the roles of
 key personnel,                                                            
| |  | geopolitical events
 effecting Natcores industry, and                                             
| |  | disputes concerning
 proprietary rights concerning patents that Natcore holds.                     

Natcore has not paid dividends in
the past and does not expect to pay dividends in the future. Any return on an
investment could be limited to the value of the common stock.

Natcore
has never paid cash dividends on its common shares and do not anticipate paying
cash dividends in the foreseeable future. The payment of dividends depends on
the financial condition of the Company, with other business and economic factors
influencing the decision by the board of directors in determining the issuance
of a dividend. If dividends are not issued, the Companys common
shares may be considered less valuable because a return on an investment
will only occur if the Companys stock price appreciates.

Stockholder ownership interest in
Natcore may be diluted as a result of future financings or additional
acquisitions.

Natcore
may seek to raise funds from time to time in public or private issuances of
equity in the near future or over the longer term. Sales of the Companys
securities offered through future equity offerings may result in substantial
dilution to the interests of the Companys current shareholders. The sale of a
substantial number of securities to investors, or anticipation of such sales,
could make it more difficult for the Company to sell equity or equity-related
securities in the future at a time and at a price that the Company might
otherwise wish to effect sales. In addition, the Company has issued shares of
its common stock for various acquisitions in the past and may do so in the
future, which may also result in substantial dilution to the interests of the
Companys current shareholders.

16

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Shareholders may experience dilution
as a result of future purchases exercised on outstanding options and warrants.

As
of December 31, 2016, the Company had 7,511,500 options outstanding. Each option entitles
the holder to purchase one additional common share at exercise prices ranging
from CDN$0.18 to CDN$1.11 and
expiring on dates ranging from April 17, 2017 to December 30,2021, some of which have expired
unexercised as of the date hereof.

As
of December 31, 2016, the Company had 26,679,670 warrants outstanding. Each warrant entitles
the holder to purchase one additional common share at an exercise prices
ranging from CDN$0.25 to CDN$0.95 and US$0.62 and with expiration dates ranging from July 20, 2017 to December
14,2019.

To
the extent these options or warrants are ultimately exercised, shareholders
will sustain future dilution.

THE COMPANY CANNOT PREDICT WHETHER
IT WILL SUCCESSFULLY EFFECTUATE ITS CURRENT BUSINESS PLAN. EACH SHAREHOLDER IS
ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT INTHE COMPANYS
COMMON STOCK AND
SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHERS, THE
RISK FACTORS DISCUSSED ABOVE.

ITEM 4 -
INFORMATION ON THE COMPANY

A.History and Development of the Company

Natcore
Technology, Inc. (Natcore or the Company), is a corporation organized under
the laws of British Columbia, Canada organized on August 9, 2007, is a research and development company
pioneering solar cells with improved efficiency and reduced cost. By combining
expertise of the Companys scientists with a well-equipped research facility,
the Company is developing approaches that will define the next generation of
solar cells. Natcores intellectual property is currently protected by 65
patents granted or pending. Natcore does not plan to manufacture solar cells,
but rather to have the technology manufactured through partnerships with third
parties that will ultimately yield licensing and royalty revenues.

Natcore
was a capital pool company1 until it completed a Qualifying
Transaction on May 8, 2009. The Qualified Transaction involved a reverse take-over
of Syracuse Capital Corp. by Natcore Technology Inc., a Delaware company, which
is now a wholly owned subsidiary of the Company. Syracuse Capital Corp. was a
company incorporated under the British Columbia Business Corporations Act
and a Capital Pool Company, having its common shares listed on the TSX Venture
Exchange under the trading symbol SYU.P.

Natcore
completed its Qualifying Transaction by acquiring all of the issued and
outstanding securities of Natcore Technology, Inc. a private Delaware company
in consideration of the issuance of 12,960,686 common shares of the Company
having a deemed price of CDN$0.40 per share and the issuance of 2,145,000 share
purchase warrants, each warrant exercisable into one additional common share at
a price of CDN$0.40 per share for a period of five years expiring May 9, 2014.
The common shares of the Company are listed for trading on the TSX Venture
Exchange under the symbol NXT.

Natcore
is currently focused on using its proprietary nanotechnology discoveries to enable
a variety of compelling applications including laser processing, tandem
quantum-dot solar cells and its Natcore Foil Cell structure, the development
of which eliminates the need to use high-cost silver in mass-manufactured
silicon solar cells. Natcores laser and all-back-contact cell technologies are
also aimed at replacing traditional high cost processes, while also allowing
for cell efficiencies well above todays standard products. This technology
combines two traditional steps in the manufacturing process thus reducing cost.

To
protect the Companys exclusive rights in such technologies, as of December 31,
2016, Natcore had licensed or owns 31 granted and 34 pending patents



_______________________1 The Capital Pool Company program is a two-step listing
process offered by the TSX Venture Exchange. In step one, a new company (a
Capital Pool Company) is listed on the TSX Venture Exchange as an initial
public offering. In step two (the Qualifying Transaction), the Capital Pool
Company acquires an asset or completes a transaction with a private business
which results in the listing of the acquired business on the TSX Venture
Exchange. If the acquired business can meet the minimum listing requirements of
the Toronto Stock Exchange (the TSX); it can be directly listed on the TSX at
the closing of the Qualifying Transaction. The listing of a business via the
Capital Pool Company program can be more cost and time efficient than a listing
through a traditional initial public offering.

17

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The
addresses (and telephone number) of Natcores principal offices are:

|                              
|------------------------------
|New York Office               
|189 N. Water Street, Suite 700
|Rochester, New York 14604-1163
|(545) 286-9180                

Background

Natcore is a research and development company pioneering solar cells
with improved efficiency and reduced cost. Natcores intellectual
property is currently protected by 65 patents granted or pending. More
specifically, Natcore has technologies which (i) enable the controlled
deposition of silicon dioxide and mixed silicon oxides from an aqueous solution
at ambient temperatures and pressures; (ii) create a nanostructured, porous surface called black silicon on
a silicon wafer; (iii) will enable low temperature manufacturing of silicon
solar cells at low cost by means of laser processing; and (iv) eliminate
high-cost silver from mass-manufactured silicon solar cells through the
creation of the Natcore Foil Cell. Natcore does not plan to manufacture solar
cells, but rather to have the technology manufactured through partnerships with
third parties that will ultimately yield licensing and royalty revenue.

Four
Year History

R&D
Milestones

On
October 25, 2012, the Company announced that its scientists created the worlds
first black silicon solar cell using processes amenable to low-cost mass
production. After having previously treated a wafer to make it the blackest
silicon solar cell surface ever recorded, Natcores technicians used their
scalable LPD process to create the black silicon solar cell, from wafer to
finished cell.

On
January 27, 2015, Natcore announced that it had used its proprietary advances
in laser technology to produce an all-low-temperature laser-doped solar cell
with all of its electrical contacts on the back of the cell. Eliminating the
contacts from the cell increases output by a similar amount. While other
all-back-contact cells have been produced, those cells use high-temperature
diffusion in their doping steps and highly complex multi-step patterning
processes to apply the electrical contacts. Natcores all-back-contact cell, on
the other hand, uses only high-speed, inexpensive laser processing to define
the doping regions and the contacts.

On
February 17, 2015, the Company announced that it had formed a heterojunction
solar sell using germanium quantum dots on an ordinary n-type silicon wafer.
Quantum-dot solar cells have the potential to be transformational for
terrestrial solar energy, with efficiencies far above anything available
commercially as of the date of their formation. One month later, Natcore
produced an all-back-contact silicon SHJ-structure (heterojunction with
intrinsic thin layer) solar cell using their proprietary laser technology. On
July 9, 2015, Natcore developed a new solar cell structure that was expected to
completely eliminate high-cost silver from mass-manufactured silicon solar
cells. By August 2015 the Company was able to build an all-back-contact silicon
heterojunction cell structure in which the use of silver was eliminated. This
substitution was accomplished with no loss of performance and a substantial
decrease in the metallization cost of a solar cell and total raw material cost
of a solar module. In March 2016, the Company announced that it had reached an
efficiency level of 17.5% for its laser processed cells through further refinement
of the Natcore Foil Cell.

On
March 29, 2016, Natcore announced it had achieved commercial level efficiencies
for its laser-processed solar cells. Refinement of Natcores revolutionary
Natcore Foil Cell, which utilizes low-cost aluminum instead of high-cost
silver, has progressed rapidly; less than 11 months prior, early
proof-of-concept cells were delivering 4% efficiencies. As of this
announcement, the Companys cells reached efficiencies of 17.5% (roughly the
equivalent of typical commercial cells being sold). Natcores new cell design,
which builds upon the basic concept of a silicon heterojunction (SHJ) solar
cell, is producing short-circuit currents above 40 mA/cm2 and open-circuit
voltages above 0.65V. Anticipated improvements in these measurements, as well
as fill factor, project to efficiencies well above 20%. To quantify the cost
advantages of its process and design for potential partners, Natcore has
retained an independent laboratory to prepare an analysis comparing the cost of
producing solar cells using Natcores breakthrough process with that of making
cells using existing manufacturing methods.

On
November 15, 2016, the Company announced it had achieved an efficiency of 19.4%
in its latest demonstration solar cell by reducing resistance from laser-formed
contacts. The laser-formed base contact is critical to the Natcore Foil Cell,
which is an all-back-contact cell that eliminates the need for high-cost silver
in the production process by replacing it with low-cost aluminum. Higher
resistance at this contact, as well as damage from the laser process, had been
limiting the performance of the Companys demonstration cells. Natcore
scientists discovered a new laser-based contacting process that overcomes these
issues. As a result, device efficiency increased by nearly 2% since June 2016
when the Company announced an efficiency of 17.5% (17.5% being roughly
equivalent to typical commercial cells available as of that date). In 2015, the
Companys early proof-of-concept cells were delivering 4% efficiencies. Solar
cells using Natcores new approach have an open-circuit voltage (Voc) of nearly
0.7V, pointing to the potential of significantly higher efficiencies.

18

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On
May 2, 2017, Natcore announced that it had achieved an efficiency of 20.7% in
its latest demonstration of the solar cell.

To
protect the Companys exclusive rights in such technologies, as of the date
hereof, Natcore had licensed or owns 31 granted and 34 pending patents.

Recent
Financings

In
January 2015, the Company completed a non-brokered private placement and issued
1,352,062 units at a price of CDN$0.43 per unit for gross proceeds of $471,479
(CDN$581,387). Each unit comprised one common share and one share purchase
warrant, with each warrant exercisable at a price of CDN$0.70 per share for a
period of three years from the date of closing. The Company also issued 4,250
finders warrants with a fair value of $885 in connection with this private
placement exercisable at a price of CDN$0.43 per share for a period of three
years from the date of closing.

In
April 2015, the Company completed a non-brokered private placement and issued
1,200,050 units at a price of CDN$0.70 per unit for gross proceeds of $672,028
(CDN$840,035). Each unit comprised one common share and one share purchase warrant,
with each warrant exercisable at a price of $0.70 per share for a period of
three years from the date of closing. The Company also issued 9,250 finders
warrants in connection with this private placement exercisable at a price of
CDN$0.95 per share for a period of three years from the date of closing.

In
July 2015, the Company completed a non-brokered private placement and issued
1,822,000 units at a price of CDN$0.54 per unit for gross proceeds of $982,227
(CDN$1,275,400). Each unit comprised one common share and one purchase warrant,
with each warrant exercisable at a price of CDN$0.74 per share for a period of
three years from the date of closing. The Company also issued 73,500 finders
warrants in connection with this private placement exercisable at a price of
CDN$0.74 per share for a period of three years from the date of closing.

On
July 15, 2015, the Company entered into an investment agreement, as amended on
August 21, 2015, for the provision of an up to $5 million investment facility
by Dutchess Opportunity Fund II. During the 36-month term of the agreement,
Dutchess will be required, at the option of Natcore, to purchase up to $5
million of Natcore common stock. Natcore will control the timing and amount of
any share sales to Dutchess and a minimum price of the common stock to be
issued. Under the agreement, Dutchess is required to purchase Natcore shares at
a discount of 5% from the market price of the shares on the OTCQB at the time
of each transaction. No commissions or compensation is to be paid by Natcore as
a result of signing the agreement. As of the date hereof, the Company has not
drawn upon the investment. Due to regulatory restraints resulting from the
Companys Canadian registration, the Company has not, and does not intend to, utilize
this investment facility.

In
November 2015, the Company completed a non-brokered private placement and
issued 1,694,444 units at a price of CDN$0.36 per unit for gross proceeds of
$456,018 (CDN$610,000). Each unit comprised one common share and one purchase
warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
period of three years from the date of closing. The Company also issued 70,000
finders warrants in connection with this private placement exercisable at a
price of CDN$0.55 per share for a period of three years from the date of
closing.

In
December 2015, the Company completed a non-brokered private placement and
issued 1,681,189 units at a price of CDN$0.36 per unit for gross proceeds of
$437,096 (CDN$605,228). Each unit comprised one common share and one purchase
warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
period of three years from the date of closing. The Company also issued 26,600
finders warrants in connection with this private placement exercisable at a
price of CDN$0.55 per share for a period of three years from the date of
closing. In connection with the private placements completed during the year
ended December 31, 2015, the Company incurred share issued costs of $147,680
consisting of cash finders fees, exchange and regulatory fees and legal fees.

In
February 2016, the Company completed a non-brokered private placement and
issued 273,058 units at a price of CDN$0.36 per unit for gross proceeds of
$70,908 (CDN$98,301). Each unit comprised one common share and one purchase
warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
period of three years from the date of closing. The Company had received
subscriptions of $31,102 at December 31, 2015 that related to this private
placement. On issue the fair value of the warrants was determined to be $26,464
and included in derivative liability (Note 8).

In
March 2016, the Company completed a non-brokered private placement and issued
2,244,497 units at a price of CDN$0.36 per unit for gross proceeds of $622,166
(CDN$808,019). Each unit comprised one common share and one purchase warrant,
with each warrant exercisable at a price of CDN$0.55 per share for a period of
three years from the date of closing. On issue the fair value of the warrants
was determined to be $507,562 and included in derivative liability (Note 8).
The Company also issued 23,450 finders warrants with a fair value of $5,248 in
connection with this private placement exercisable at a price of CAD$0.55 per
share for a period of three years from the date of closing.

19

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In
June 2016, the Company completed a non-brokered private placement and issued
1,000,000 units at a price of CDN$0.40 per unit for gross proceeds of $311,988
(CDN$400,000). Each unit comprised one common share and one purchase warrant,
with each warrant exercisable at a price of CDN$0.55 per share for a period of
three years from the date of closing. On issue the fair value of the warrants
was determined to be $133,402 and included in derivative liability (Note 8).
The Company also issued 70,000 finders warrants with a fair value of $9,338 in
connection with this private placement exercisable at a price of CAD$0.55 per
share for a period of three years from the date of closing.

In
July 2016, the Company completed a non-brokered private placement and issued
1,000,000 units at a price of CDN$0.40 per unit for gross proceeds of $303,630
(CDN$400,000). Each unit comprised one common share and one purchase warrant,
with each warrant exercisable at a price of CDN$0.55 per share for a period of
three years from the date of closing. On issue the fair value of the warrants
was determined to be $121,943 and included in derivative liability (Note 8).
The Company also issued 70,000 finders warrants with a fair value of $8,536 in
connection with this private placement exercisable at a price of CAD$0.55 per
share for a period of three years from the date of closing.

In
September 2016, the Company completed a non-brokered private placement and
issued 650,000 units at a price of CDN$0.36 per unit for gross proceeds of
$177,048 (CDN$234,000). Each unit comprised one common share and one purchase
warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
period of three years from the date of closing. On issue the fair value of the
warrants was determined to be $64,853 and included in derivative liability
(Note 8). The Company also issued 45,500 finders warrants with a fair value of
$4,540 in connection with this private placement exercisable at a price of
CAD$0.55 per share for a period of three years from the date of closing.

In
November 2016, the Company completed a non-brokered private placement and
issued 1,427,500 units at a price of CDN$0.23 per unit for gross proceeds of
$244,966 (CDN$328,325). Each unit comprised one common share and one purchase
warrant, with each warrant exercisable at a price of CDN$0.30 per share for a
period of three years from the date of closing. On issue the fair value of the
warrants was determined to be $145,612 and included in derivative liability
(Note 8). The Company also issued 72,100 finders warrants with a fair value of
$7,801 in connection with this private placement exercisable at a price of
CAD$0.30 per share for a period of three years from the date of closing.

In
December 2016, the Company completed a non-brokered private placement and
issued 1,500,000 units at a price of CDN$0.21 per unit for gross proceeds of
$238,373 (CDN$315,000). Each unit comprised one common share and one purchase
warrant, with each warrant exercisable at a price of CDN$0.30 per share for a
period of three years from the date of closing. On issue the fair value of the
warrants was determined to be $112,940 and included in derivative liability
(Note 8). The Company also issued 70,000 finders warrants with a fair value of
$5,569 in connection with this private placement exercisable at a price of
CAD$0.30 per share for a period of three years from the date of closing.

In
connection with the private placements completed during the year ended December
31, 2016, the Company incurred share issued costs of $235,830 consisting of
cash finders fees, exchange and regulatory fees and legal fees.

In
January 2017, the Company completed a non-brokered private placement and issued
1,021,800 units at a price of CDN$0.21 per unit for gross proceeds of $162,252
(CDN$214,578). Each unit comprised one common share and one purchase warrant,
with each warrant exercisable at a price of CDN$0.25 per share for a period of
three years from the date of closing.

In
January 2017, the Company received $39,635 (CDN$52,000) from the exercise of
130,000 options.

In
February 2017, the Company completed a non-brokered private placement and
issued 650,000 units at a price of CDN$0.34 per unit for gross proceeds of
$168,955 (CDN$221,000). Each unit comprised one common share and one purchase
warrant, with each warrant exercisable at a price of CDN$0.40 per share for a
period of three years from the date of closing. The Company also issued 45,500
finders warrants with an exercise price of CDN$0.40.

In
March 2017, the Company completed a non-brokered private placement and issued
900,000 units at a price of CDN$0.19 per unit for gross proceeds of $127,860
(CDN$171,000). Each unit comprised one common share and one purchase warrant,
each warrant exercisable at a price of CDN$0.25 per share for a period of three
years from the date of closing.

In
April 2017, the Company completed a non-brokered private placement and issued
1,030,000 units at a price of CDN$0.19 per unit for gross proceeds of $146,790
(CDN$195,700). Each unit comprised one common share and one purchase warrant,
each warrant exercisable at a price of CDN$0.25 for a period of three years
from the date of closing.

20

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Registration
with SEC

On
June 2, 2015, the Company became a fully reporting company with the Securities
and Exchange Commission (the SEC) in the United States following the filing
of an SEC Form F-1 Registration Statement effective as of May 26, 2015.

On
July 22, 2015, the Company commenced trading on the OTCQB, an over the counter
marketplace organized for venture-stage or early-stage companies

On
May 26, 2016, Natcore reached its first anniversary as a fully reporting SEC
issuer and continues to be current with all required SEC filings. Upon the
occurrence of the anniversary, for the first time, Natcore shareholders were
entitled to avail themselves of Rule 144 of the Securities Act of 1933, as
amended to have their Restricted legend removed from their Natcore stock
certificate. On November 17, 2016, the SEC declared effective the Companys
post-effective amendment deregistering the securities registered pursuant to
the May 26, 2016 registration statement.

On
June 22, 2016, the SEC declared effective the Companys Form F-1 Registration
Statement relating to the registration of up to 5,000,000 newly issued shares
of the Companys common stock; the resale of up to 2,661,111 common shares by
shareholders which shares were previously issued in private placement
transactions and/or part of executive compensation; and 400,000 shares of
common stock by LoPresti Law Group (LLG) to be paid to LLG in exchange for
the provision of legal services rendered.

Employees

As
of the date of this annual report, the Company has 13 full-time employees all
of which are located in the United States.

Significant Acquisitions or Developments

No
significant acquisitions or significant dispositions have been completed by
Natcore during the most recently completed financial year or are contemplated.

B.Business Overview

Natcore
is a research and development company pioneering solar cells with improved
efficiency and reduced cost. Natcores intellectual property is currently
protected by 65 patents granted or pending. Natcore does not plan to
manufacture solar cells, but rather to license its technology to manufacturers
through partnerships that will ultimately yield licensing and royalty revenue.

Natcores
primary technology is Natcore Foil Cell. The vast majority of solar cells
produced today limit cell efficiency to about 19%. This is due to the use of
front contact and thermally diffused emitters. Many front contact cells have a
grid of thin metal lines that block light and thus reduce efficiency. In
addition, standard solar cells are made using a thermally diffused emitter,
which requires very high process temperatures (>800C). The combination of
front contact and thermally diffused emitters limits current cell efficiency.

Recently,
a company reported 25.6% efficiency  the highest efficiency ever reached for a
silicon solar cell  using only back contact and a silicon heterojunction (SHJ)
emitter, eliminating the high-temperature diffusion steps. While this
achievement showed the value of these approaches, the cell was produced using a
complicated, high-cost process.

Natcores
process uses highly defined regions of heavily doped silicon to form a base
contact of the solar cell. Natcore then uses a powerful, focused laser beam to
melt small regions of the silicon surface, which allows a specially applied
dopant to penetrate the silicon matrix. Natcore has also discovered a method to
laser-form the dopant regions without disturbing the high-quality emitter
already present on the solar cell. This process is rapid, and thus can be
performed with low-capital equipment at atmospheric conditions.

In
addition, Natcore has developed technology which eliminates the need for
high-cost silver from mass-manufactured silicon solar cells. Currently, silver
is used in the metallization process as it is highly conductive and easy to
process. However, silver can represent 30% to 50% of the fabrication cost of a
solar cell. Natcores unique approach to metallization relies on a simple
multilayer structure, which uses inexpensive aluminum as its main conductor,
and thus results in lower production costs. This cell technology may also
result in cost savings when incorporated into other modules. Generally,
cell-to-module loss is 8%-10%. However, when Natcores cells have been
incorporated into the production of photovoltaic modules the cell-to-module
loss was 0%, resulting in cost savings.

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Natcore
is, first and foremost, a research and development company. The Company
believes that its technology is recognized throughout the solar industry as
being among some of the most advanced in photovoltaics. In addition to the
Companys technological advances, members of its Scientific Advisory Board have
extensive experience in designing and building turnkey solar cell and module
fabrication facilities. Natcores work on a line of black silicon products, in
conjunction with its patents (a total of 65, granted and pending), is essential
to building the next generation solar cell. As that technology has moved ever
closer to commercialization and Natcore has gained a higher profile in the
industry worldwide, it has received an increasing number of requests from solar
cell and panel manufacturers, as well as solar plant developers, who are
anxious to have access to Natcores technology and to acquire some form of
exclusive rights thereto. These cell and module manufacturers are willing to
give Natcore preferential treatment with regard to purchasing components and
equipment, in exchange for access to its technology and applications when they
become available. In addition, Natcore has received numerous requests from
companies and countries/regions to assist in developing their solar projects,
including building cell and/or panel manufacturing facilities, as well as solar
plants.

In
response to these requests, Natcore developed a Best of Breed Program through
which it serves as a business and technical consultant on the design and
construction of solar cell/solar panel fabrication facilities, and solar power
plants. Natcore has several Memoranda of Understanding and other agreements in
place in furtherance of these efforts, with more to follow. Current projects
are located in Australia, Belize and Vietnam. By leveraging its status and
industry relationships, Natcore can guide its Best of Breed customers in
procuring components and equipment of the highest quality and at highly
competitive prices. Natcore is not itself a manufacturer of any equipment or
components, and therefore it has no inherent biases or conflicts as to which
components to buy or which vendors to select or recommend. Thus, each project
can be optimized as to quality and cost.

The
Company continues to be in the research and development stage and its potential
products are not yet at the stage of commercial production. The Company
anticipates generation of initial revenues within the fiscal year 2017, but
plans to continue its research and development programs for the purposes of
developing additional applications for its technologies. The Company is
currently conducting its own research and development but does anticipate
subcontracting certain work with joint venture partners, as described below. The Companys
long-term objective is to commercialize its technologies in order to generate
commercial revenues. In order for the Company to meet this long-term objective,
the following events must occur:

|                                                                                                        |             |           
|------------------------------------------------------------------------------------------------------- | ----------- | ----------
|Event                                                                                                   | Target Date | Cost      
|                                                                                                        |             |           
|Research and development
 for the Companys technologies, including identifying additional applications | Ongoing     | Not
 known
|Additional patent and
 other intellectual property applications                                         | Ongoing     | Not
 known

The short-term objectives of the Company over the
next twelve months are to improve the efficiencies of the Companys
technologies and commence licensing of the Companys technologies. In order to
the complete same, the Company anticipates spending between $300,000 and $500,000 outsourcing
certain work with joint developer partners, including use of equipment. At
this stage, it is not anticipated that the Company must expend further funds to
commence licensing, but may consider allocating funds towards marketing in the
future.

A
significant shift is underway in the world-wide silicon solar cell industry,
driven by the rising prices of silicon feedstock material. Cell producers are
now moving to produce thinner solar cells to reduce their requirements for
silicon feedstock. Technologies that reduce or eliminate high temperatures will
be required and will be in demand. Making this long-term shift will enable the
silicon solar cell industry to sustain its historic annual growth rates well
into the future.

New
developments in technology may negatively affect the development or sale of the
Companys products or make the Companys technologies obsolete. Natcore intends
to maintain its competitive position and prevent the impacts of obsolescence by
continuing to develop and perfect its technologies and find additional
commercial usages for its technologies.

Natcore
is not aware of any material market controls or regulations within the
technology sector which might affect the marketing of its technologies.

Natcore
is not aware of any material regulatory approvals necessary for its research
and development work, other than approval of appropriate patent applications in
the jurisdictions the Company intends to do business.

Production
and Services

Natcore
does not plan to manufacture solar cells. Instead, Natcore plans to license its
technologies to manufacturers, receive royalties from cells manufactured using
its technologies and from equipment and chemical sales. Customers will be
required to execute non-exclusive license agreements or exclusive license
agreements unique to specified jurisdictions. Royalty rights will entitle the
Company to benefit from residual income on each product that utilizes the
Companys technology. In addition, Natcore intends to sub-contract the
manufacturing of the equipment necessary for the black silicon process and the
lasers. There will be a mark-up, to Natcores benefit, on each piece of
equipment. Finally, Natcore intends to produce recurring revenue by engaging
third-parties to mix and ship the patented chemical mixture for the various
applications.

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Specialized
Skill and Knowledge

Certain
aspects of Natcores business, relating to the development and discovery
process, require specialized skills and knowledge, including chemical,
electrical and mechanical engineering. Increased activity in the technology and
research and development industry may make it more difficult to locate
competent employees and consultants in such fields, and may affect Natcores
ability to grow at the pace it desires. However, Natcore does not anticipate
any significant difficulties in locating appropriate personnel as the employees
and consultants it needs to conduct appropriate studies on its technologies are
available.

Competitive
Conditions

Given
the complex nature and cost of the systems now in use by the solar cell
industry, Natcore expects to offer value to its customers. Natcores black silicon
technology is expected to replace an expensive, energy and manpower intensive,
thermal vacuum process with a simple wet chemistry process that will make an
improved anti-reflection surface on silicon solar cells. In addition, the
Natcore Foil Cell will increase efficiency and power output without an
increase in manufacturing cost.

An
independent engineering study comparing Natcores technology to that now used
by the solar cell industry shows conclusively that solar cell manufacturing
costs can be reduced by up to 23.5%. The study included both capital and
lifecycle costs when making the comparison. Other studies completed by the
Company have shown that Natcores LPD technology can be tailored to solar cell
technologies other than silicon, and while costs savings have not been
quantified, preliminary results indicate they will result in at least single
digit percentage cost reductions.

The
Company expects to see growing demand for low-temperature, non-vacuum,
anti-reflective coating systems for the emerging solar cell market. The Company
is unaware of any competing room temperature anti-reflective coating technology
in development or commercial use. While current thermal and vacuum systems are
adequate, Natcores technology will enable cell producers to improve their
profit margins by offering lower cost and higher throughput rates. In addition,
while there are some companies that manufacture high-efficiency HIT cells,
those companies use a very complicated and costly process to produce such
cells. Typically, the production costs of such companies are twice as expensive
as the standard commercial cells currently available.

Independent
industry studies also confirm substantial global growth in the production of
monocrystalline silicon (mono-silicon) and the oversupply in the market. This
is particularly important since Natcores technologies are particularly suited
to maximize the efficiencies of mono-silicon, n-type solar cells. In
particular, industry studies project global mono-silicon demand will top out at
less than 10GW in 2015, but global mono-silicon wafer capacity has already
reached 14GW. This oversupply has led to a substantial price drop in the
mono-silicon wafer market. In 2016, wafer manufacturers have been expanding
their mono-silicon capacity as they are optimistic about the market prospects.
In sum, industry analysts project that the global mono-silicon capacity will
surpass 17GW in 2016, with the annual growth rate exceeding 20%. Nonetheless,
oversupply will persist in the mono-silicon wafer market next year unless
end-market demand increases substantially. Therefore, Natcore will be able to
maximize the efficiencies of mono-silicon, n-type solar cells at a lower cost.

Given
the increasing demand for solar cell technology, competition can be expected to
increase substantially.

The
Company believes that it is well positioned to provide its Best of Breed
Program in a competitive market. Natcore believes it has a significant
competitive advantage in offering its Best of Breed Program, components and
equipment, including specifically the ability to offer some level of
exclusivity to the Companys technologies once commercially available. The
Companys technology is recognized as being among the most advanced, giving the
Company an advantage in the consulting services market. In addition, such
technology would become part of the project as it is in process, and/or would
be incorporated as an upgrade to existing facilities on an ongoing basis.
Natcores main competition for revenues generated through its Best of Breed
Program may come from vertically integrated companies, especially if customers
prefer such an approach. However, no such company can offer the technology, and
limited exclusivity to that technology, that Natcore offers.

Accordingly,
there can be no assurances that the Company will compete successfully with
existing or new competitors, or that the competition will not have a material
adverse effect on the business, operating results or financial condition of the
Company. At the same time, this increased competition could also benefit
Natcore since manufacturers would be anxious to access a technology that would
give them cost or efficiency advantages.

23

---



Components

Over
the past several years, increased solar cell activity on a global scale has
made some services and materials, such as silicon, difficult to procure. It is
possible that delays or increased costs may be experienced in order to proceed
with Natcores proposed activities during the current period. Such delays could
significantly affect Natcore if the delay reduces the opportunity Natcore may
have had to develop a particular project had such tests been completed in a
timely manner before the fall of such prices. The balance of the raw materials
Natcore requires to carry on its business are available through normal supply
or business contracting channels in North America. Natcore has secured
personnel and/or consultants to conduct its currently contemplated programs.

Cycles

Natcore
does not expect its business to be cyclical or seasonal.

Economic
Dependence and Changes to Contracts

It
is not expected that Natcores business will be affected in the current
financial year by the renegotiation or termination of contracts or
sub-contracts.

Natcores
success will depend in part on its ability to protect its proprietary rights
and technologies. Natcore relies on a combination of patents, trademark laws,
trade secrets, confidentiality provisions and other contractual provisions to
protect its proprietary rights.

However,
not all of these measures may apply or may afford only limited protection.
Natcores failure to adequately protect its proprietary rights may adversely
affect Natcore.

Environmental
Protections

The
materials used in the Companys processes have no extraordinary environmental
protection requirements. As a result, Natcore does not currently anticipate
that any environmental regulations or controls will materially affect the
Company or its processes under development.

Foreign
Operations

Natcore
currently conducts business and maintains its offices in the United States.
Natcore markets its technologies on a world-wide basis, subjecting the Company
to the risk that it may not be able to enforce its intellectual property rights
in certain jurisdictions. In jurisdictions in which there is a history of
intellectual property infringement, Natcore would seek to obtain a strategic
joint venture partner prior to accessing such markets to assist in the
protection of its technologies.

Lending

Natcore
does not currently hold any investments or owe any material liabilities.

Natcore
has not adopted any specific policies or restrictions regarding investments or
lending, but will ensure any investment or debt activities incurred are in the
best interests of Natcore and its shareholders. Natcore expects that in the
future in order to develop its technologies it will need to raise additional
capital through a combination of debt and equity.

Bankruptcy
and Similar Procedures

There
are no bankruptcies, receivership or similar proceedings against Natcore or any
of its subsidiaries, nor is Natcore aware of any such pending or threatened
proceedings. There has not been any voluntary bankruptcy, receivership or
similar proceedings by Natcore or its subsidiaries since its incorporation.

Reorganization

Since
the Companys Qualifying Transaction, Natcore has not completed any
reorganization since its incorporation.

24

---



Social or
Environmental Policies

Natcore
has not adopted any specific social or environmental policies that are
fundamental to its operations (such as policies regarding its relationship with
the environment, with the communities in the vicinity of its facilities or
human rights policies). However, Natcores management, with the assistance of
its contractors and advisors, ensures its ongoing compliance with local
environmental laws in the jurisdictions in which it does business.

Natcore
believes that its operations comply in all material respects with applicable
laws and regulations concerning the environment. While it is impossible to
predict accurately the future costs associated with environmental compliance
and potential remediation activities, compliance with environmental laws is not
expected to require significant capital expenditures and has not had, and is
not expected to have, a material adverse effect on the Companys earnings or
competitive position.

C.Organizational Structure

The
consolidated financial statements include the accounts of the Company and its
controlled entities. Details of controlled entities are as follows:

|                                  |  |                                |  |  |                    |   |  |                    |   |  |                    |  
|--------------------------------- |  | ------------------------------ |  |  | ------------------ | - |  | ------------------ | - |  | ------------------ | -
|                                  |  |                                |  |  | Percentage
 owned* |  
|                                  |  |                                |  |  |                    |  
|                                  |  | Jurisdiction
 of Incorporation |  |  | December
 31, 2016 |   |  | December
 31, 2015 |   |  | December
 31, 2014 |  
|                                  |  |                                |  |  |                    |   |  |                    |   |  |                    |  
|Natcore Technology, Inc.          |  | United
 States                 |  |  | 100                | % |  | 100                | % |  | 100                | %
|Newcyte, Incorporated             |  | United
 States                 |  |  | 100                | % |  | 100                | % |  | 100                | %
|Vanguard Solar, Inc.              |  | United
 States                 |  |  | 100                | % |  | 100                | % |  | 100                | %
|Natcore Asia Technology,
 Limited |  | Hong
 Kong                     |  |  | 100                | % |  | 100                | % |  | 100                | %
|                                  |  |                                |  |  |                    |   |  |                    |   |  |                    |  

_____________________
*Percentage of voting
power is in proportion to ownership.

(GRAPH)

Natcore
Technology, Inc. is the entity holding a large portion of the Companys
licensing and intellectual property rights and through which the Company
conducts the majority of its active operations.

NewCyte,
Inc., holds a portfolio of intellectual property including issued and pending
patents covering the coating of fullerenes (including carbon nanotubes) with
silica, dielectric and semiconducting films for a variety of potential
applications, including photon, chemical and biomolecule sensing.

Vanguard
Solar, Inc. holds intellectual property in the field of solar energy relating
to the development of a flexible, thin-film photovoltaic material believed to
be capable of silicon solar cell-like efficiency performance.

Natcore
Asia Technology Ltd. holds the Companys fifty-five percent (55%) share of
Natcore Technology (Zhuzhou) Ltd., a joint venture formed with the Zhuzhou
Hi-Tech Industrial Development Zone, a government-supported zone in Hunan
province, and Chuangke Silicon Ltd., a polycrystalline silicon producer.

25

---



ITEM 4A -
UNRESOLVED STAFF COMMENTS

Not
Applicable.

ITEM 5 -
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The
following discussion and analysis of the Companys financial condition and
results of operations should be read in conjunction with the Companys consolidated
financial statements and the related notes thereto included elsewhere in this
annual report on Form 20-F. This discussion may contain forward-looking
statements based upon current expectations that involve risks and
uncertainties. The Companys actual results may differ materially from those
anticipated in these forward-looking statements as a result of various factors,
including those set forth under Item 3. Key InformationD. Risk Factors or in
other parts of this annual report on Form 20-F.

A.Operational Results

Year Ended December 31, 2016
Compared to the Year Ended December 31, 2015

As
the Company is in the development stage, it is expected the Company will
continue to generate losses for the upcoming fiscalyear.

During
the year ended December 31, 2016,
the Company did not generate any revenue. The principal activity of the Company
during the year ended 2016 and the year ended 2015 was that of research giving
rise to normal recurringcosts.

The
Company reported a net loss of $2,021,700 for the year ended December 31, 2016
compared to a net loss of $3,488,129 for the year ended December 31, 2015. The
primary reasons for the change were income resulting from non-cash revaluations
of the Companys derivative liabilities resulting from a decrease in its stock
price at the December 31, 2016 compared to December 31, 2015 offset by an
increase in operating expenses.

The
Companys operational expenses for the year ended December 31, 2016 were
$3,905,028 compared to $3,730,661 for the prior year ended December 31, 2015.
Significant expense changes in the year ended December 31, 2016 compared to
prior year ended December 31, 2015 are in the table below:

|                                  |  |                         |            |      |  |            |   |  |           |  
|--------------------------------- |  | ----------------------- | ---------- | ---- |  | ---------- | - |  | --------- | -
|                                  |  | Year Ended December 31, |           
|                                  |  |                         |           
|                                  |  | 2016                    |            | 2015 |  | Variance   |  
|                                  |  |                         |            |      |  |            |  
|Expenses                          |  |                         |            |      |  |            |   |  |           |  
|Consulting                        |  |                         | 124,652    |      |  | 181,589    |   |  | (56,937   | )
|Depreciation and amortization     |  |                         | 146,946    |      |  | 279,527    |   |  | (132,581  | )
|Filing fees                       |  |                         | 45,172     |      |  | 25,016     |   |  | 20,156    |  
|Foreign exchange (gain loss)      |  |                         | 16,457     |      |  | 5,159      |   |  | 11,298    |  
|Interest and bank charges         |  |                         | 2,698      |      |  | 2,383      |   |  | 315       |  
|Marketing                         |  |                         | 341,104    |      |  | 268,853    |   |  | 72,251    |  
|Office and miscellaneous          |  |                         | 201,736    |      |  | 216,811    |   |  | (15,075   | )
|Professional fees                 |  |                         | 219,016    |      |  | 335,762    |   |  | (116,746  | )
|Research and development          |  |                         | 1,137,422  |      |  | 1,203,716  |   |  | (66,294   | )
|Stock-based compensation          |  |                         | 869,130    |      |  | 387,648    |   |  | 481,482   |  
|Travel                            |  |                         | 37,472     |      |  | 45,858     |   |  | (8,386    | )
|Wages and salaries                |  |                         | 763,223    |      |  | 778,339    |   |  | (15,116   | )
|                                  |  |                         |            |      |  |            |   |  |           |  
|                                  |  |                         | (3,905,028 | )    |  | (3,730,661 | ) |  | 174,367   |  
|Other Income (Expense)            |  |                         |            |      |  |            |   |  |           |  
|Fair value adjustment on warrants |  |                         | 1,880,587  |      |  | 226,827    |   |  | 1,653,760 |  
|Other income                      |  |                         | 1,932      |      |  | 14,124     |   |  | (12,192   | )
|Interest income                   |  |                         | 809        |      |  | 1,581      |   |  | (772      | )
|                                  |  |                         |            |      |  |            |   |  |           |  
|                                  |  |                         | 1,883,328  |      |  | 242,532    |   |  | 1,640,796 |  
|                                  |  |                         |            |      |  |            |   |  |           |  
|Net income (loss)                 |  |                         | (2,021,700 | )    |  | (3,488,129 | ) |  | 1,466,429 |  
|                                  |  |                         |            |      |  |            |   |  |           |  

26

---



As
a result of the acquisitions of Natcore US and the Companys operations in the
United States, the Company and its financial results are exposed to
fluctuations between the Canadian and United States dollars. The foreign
exchange (gains) or loss present for the periods above, results from certain
monetary items, primarily cash equivalents, being denominated in Canadian
dollars.

Stock-based
compensation relates to options granted under the Companys stock option plan
to directors, officers, employees and consultants. Compensation expense is
recorded using the fair value method over the vesting periods of the options.
The fair value of each option granted is estimated as at the date of grant
using the Black-Scholes Option Pricing Model.

Selling and Marketing Expenses

The
Company did not recognize any revenue, as it was still in the development stage
for many of its applications. The Company plans to have its black silicon
technology available to the solar industry in the following 18-24 months;
Natcore does not believe it would require a direct sales force in the
foreseeable future. Natcore markets its technology though the industry with its
management staff at the time. As the Company has moved through the proof of
concept phase and closer to commercialization for its applications, it began
making more presentations to manufacturers and potential customers as well as
equipment builders who would adapt existing machinery to accommodate Natcores
process.

General and Administrative Expenses

Natcores
general and administrative expenses consisted primarily of costs associated
with marketing activities, outside professional fees, travel costs, facilities
costs and other corporate expenses. Its professional and consulting fees for
the year ended December 31, 2016 decreased approximately $56,937 over the prior
year ended resulting from increased costs relating to patents and accounting,
legal fees relating to this filing and the Company using additional consultants
for marketing purposes. For the year ended December 31, 2016 Natcores office
and other operational expenses decreased approximately $15,075. Travel expenses
decreased approximately $8,386 for the year ended December 31, 2016 compared to
prior year.

Wages and Salaries Expenses

Natcores
wages and salaries expenses consisted of compensation costs for management,
finance and other administrative personnel, these costs also included payroll
taxes and benefits associated with its personnel functions. For the year ended
December 31, 2016 compared to the prior year, the changes in wages and salaries
expense versus the prior year decreased approximately $15,116.

Research and Development Expenses

Natcores
research and development expenses consisted of all expenses incurred in
research and development activities, including compensation associated with its
research staff. The Companys decrease in R&D expense of approximately
$66,294 over the year ended was primarily due to performing more work
internally and less outsourcing.

Stock Based Compensation Expense

Natcores
stock based compensation expense consisted of fair value costs associated with
the issuance of stock, stock options and warrants for services that were
preformed or to be performed. The stock based compensation for the year ended
December 31, 2016 increased approximately $481,482 over the prior year.

Depreciation and Amortization Expenses

Natcores
depreciation and amortization expenses were costs for the depreciation and
amortization of its equipment and intangible assets. Natcore computed depreciation
using the straight-line method over the useful lives of the related assets,
which ranged from three to seven years. Intangible assets with finite useful
lives were amortized on a straight-line basis over their estimated useful
lives. The estimated useful life and amortization method were reviewed at the
end of each reporting period, with the effect of any changes in estimate being
accounted for on a prospective basis. For the year ended December 31, 2016
depreciation and amortization expense decreased approximately $132,581 over the
prior year because of intangible assets becoming fully amortized in the prior
year.

27

---



Other Income (Expense)

Other
income (expense) primarily consisted of gains and losses related to Natcores
investment activities from its cash equivalent investments and other
non-recurring items.

Operating (Loss)

Natcore
did not have any sales revenue, consequently it generated only operating
losses. Natcores operating expenses consisted of general and administrative
expenses, wages and salaries expenses, research and development expenses,
depreciation and amortization costs and stock-based compensation expenses
discussed above.

Year Ended December 31, 2015
Compared to the Year Ended December 31, 2014

During
the year ended December 31, 2015, the Company did not generate any revenue. The
principal activity of the Company during the year ended 2015 and the year ended
2014 was that of research giving rise to normal recurringcosts.

The
Company reported a net loss of $3,488,129 for the year ended December 31, 2015
compared to a net loss of $2,193,532 for the year ended December 31, 2014. The
primary reason for the change was a result of non-cash revaluations of the
Companys derivative liabilities (income of $226,827 in the year ended December
31, 2015 compared to income of $1,842,317 in the prior year ended December 31,
2014). The change in expense and income from the expiration and addition of
warrants being valued in the derivative liability during the year.

The
Companys operational expenses for the year ended December 31, 2015 were
$3,730,661 compared to $4,068,475 for the prior year ended December 31, 2014.
Significant expense changes in the year ended December 31, 2015 compared to
prior year ended December 31, 2014 are in the table below:

|                                  |  |                         |             |      |  |            |   |  |            |  
|--------------------------------- |  | ----------------------- | ----------- | ---- |  | ---------- | - |  | ---------- | -
|                                  |  | Year Ended December 31, |            
|                                  |  |                         |            
|                                  |  | 2015                    |             | 2014 |  | Variance   |  
|                                  |  |                         |             |      |  |            |  
|Expenses                          |  |                         |             |      |  |            |   |  |            |  
|Consulting                        |  |                         | 181,589     |      |  | 229,792    |   |  | (48,203    | )
|Depreciation and amortization     |  |                         | 279,527     |      |  | 412,492    |   |  | (132,965   | )
|Filing fees                       |  |                         | 25,016      |      |  | 34,090     |   |  | (9,074     | )
|Foreign exchange (gain) loss      |  |                         | 5,159       |      |  | 41,344     |   |  | (36,185    | )
|Interest and bank charges         |  |                         | 2,383       |      |  | 1,581      |   |  | 802        |  
|Marketing                         |  |                         | 268,853     |      |  | 81,401     |   |  | 187,452    |  
|Office and miscellaneous          |  |                         | 216,811     |      |  | 273,264    |   |  | (56,453    | )
|Professional fees                 |  |                         | 335,762     |      |  | 213,888    |   |  | 121,874    |  
|Research and development          |  |                         | 1,203,716   |      |  | 1,634,864  |   |  | (431,148   | )
|Stock-based compensation          |  |                         | 387,648     |      |  | 301,732    |   |  | 85,916     |  
|Travel                            |  |                         | 45,858      |      |  | 73,922     |   |  | (28,064    | )
|Wages and salaries                |  |                         | 778,339     |      |  | 770,105    |   |  | 8,234      |  
|                                  |  |                         |             |      |  |            |   |  |            |  
|                                  |  |                         | (3,730,661  | )    |  | (4,068,475 | ) |  | (337,814   | )
|Other Income (Expense)            |  |                         |             |      |  |            |   |  |            |  
|Fair value adjustment on warrants |  |                         | 226,827     |      |  | 1,842,317  |   |  | (1,615,490 | )
|Other income                      |  |                         | 14,124      |      |  |           |   |  | 14,124     |  
|Interest income                   |  |                         | 1,581       |      |  | 32,626     |   |  | (31,045    | )
|                                  |  |                         |             |      |  |            |   |  |            |  
|                                  |  |                         | 242,532     |      |  | 1,874,943  |   |  | (1,632,411 | )
|Net income (loss)                 |  |                         |             |      |  |            |   |  |            |  
|                                  |  |                         | (3,488,129) |      |  | (2,193,532 | ) |  | (1,294,597 | )
|                                  |  |                         |             |      |  |            |   |  |            |  

28

---



As
a result of the acquisitions of Natcore US and the Companys operations in the
United States, the Company and its financial results are exposed to
fluctuations between the Canadian and United States dollars. The foreign
exchange (gains) or loss present for the periods above, results from certain
monetary items, primarily cash equivalents, being denominated in Canadian
dollars.

Stock-based
compensation relates to options granted under the Companys stock option plan
to directors, officers, employees and consultants. Compensation expense is
recorded using the fair value method over the vesting periods of the options.
The fair value of each option granted is estimated as at the date of grant
using the Black-Scholes Option Pricing Model.

Selling and Marketing Expenses

The
Company did not recognize any revenue, as it was still in the development stage
for many of its applications. The Company planned to have its black silicon
technology available to the solar industry in the following 30-36 months;
Natcore did not believe it would require a direct sales force in the
foreseeable future. Natcore chose to market its technology though the industry
with its management staff at the time. As the company moved through the proof
of concept phase and closer to commercialization for its applications, it began
making more presentations to manufacturers and potential customers as well as
equipment builders who would adapt existing machinery to accommodate Natcores
process.

General and Administrative Expenses

Natcores
general and administrative expenses consisted primarily of costs associated
with marketing activities, outside professional fees, travel costs, facilities
costs and other corporate expenses. Its professional and consulting fees for
the year ended December 31, 2015 increased approximately $74,000 over the prior
year ended resulting from increased costs relating to patents and accounting,
legal fees relating to this filing and the Company using additional consultants
for marketing purposes. For the year ended December 31, 2015 Natcores office
and other operational expenses decreased approximately $56,000. Travel expenses
decreased approximately $28,000 for the year ended December 31, 2015 compared
to prior year ended as a result of the Company consolidating laboratories in
Rochester in 2014. In 2014, Natcore closed a facility in Ohio which reduced the
need for travel between several locations. Additionally there was no overseas
travel to China and Europe since the infrastructure in those locations was
already established and precluded the need for several visits.

Wages and Salaries Expenses

Natcores
wages and salaries expenses consisted of compensation costs for management,
finance and other administrative personnel, these costs also included payroll
taxes and benefits associated with its personnel functions. For the year ended
December 31, 2015 compared to the prior year, the changes in wages and salaries
expense versus the prior year increased approximately $8,000. This increase was
a result wage increases.

Research and Development Expenses

Natcores
research and development expenses consisted of all expenses incurred in
research and development activities, including compensation associated with its
research staff. The Companys decreases in R&D expense of approximately
$431,000 over the year ended were primarily due to additional staff hired to
expand its R&D studies in 2014, all of which did not continue in 2015.

Stock Based Compensation Expense

Natcores
stock based compensation expense consisted of fair value costs associated with
the issuance of stock, stock options and warrants for services that were
preformed or to be performed. The stock based compensation for the year ended
December 31, 2015 increased approximately $86,000 over the prior year.

29

---



Depreciation and Amortization Expenses

Natcores
depreciation and amortization expenses were costs for the depreciation and
amortization of its equipment and intangible assets. Natcore computed
depreciation using the straight-line method over the useful lives of the
related assets, which ranged from three to seven years. Intangible assets with
finite useful lives were amortized on a straight-line basis over their
estimated useful lives. The estimated useful life and amortization method were
reviewed at the end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis. For the year ended
December 31, 2015 depreciation and amortization expense decreased approximately
$133,000 over the prior year because of intangible assets becoming fully
amortized in the prior year.

Other Income (Expense)

Other
income (expense) primarily consisted of gains and losses related to Natcores
investment activities from its cash equivalent investments and other
non-recurring items.

Operating (Loss)

Natcore
did not have any sales revenue, consequently it generated only operating
losses. Natcores operating expenses consisted of general and administrative
expenses, wages and salaries expenses, research and development expenses,
depreciation and amortization costs and stock-based compensation expenses
discussed above.

B. Liquidity and Capital
Resources

The
following table summarizes the Companys cash flows by activity and cash on hand
for the years ended December 31, 2016 and 2015:

|                                          |  |                          |            |                 |  |            |  
|----------------------------------------- |  | ------------------------ | ---------- | --------------- |  | ---------- | -
|                                          |  | Year Ended
 December 31, |           
|                                          |  |                          |           
|Activity                                  |  | 2016
 (Audited)          |            | 2015
 (Audited) | 
|                                          |  |                          |            |                 | 
|Net cash used in operatingactivities      |  |                          | (2,346,474 | )               |  | (2,588,345 | )
|Net cash used in investingactivities      |  |                          | (3,542     | )               |  | (27,185    | )
|Net cash provided by
 financingactivities |  |                          | 1,851,747  |                 |  | 2,588,664  |  
|                                          |  |                          |            |                 |  |            |  
|Net decrease incash                       |  |                          | (498,269   | )               |  | (26,866    | )
|Cash at the beginning of
 theperiod       |  |                          | 521,521    |                 |  | 548,387    |  
|                                          |  |                          |            |                 |  |            |  
|Cash at the end of theperiod              |  |                          | 23,252     |                 |  | 521,521    |  
|                                          |  |                          |            |                 |  |            |  

The
Company reported working capital (deficit) of ($1,469,472) as of December 31,
2016 and ($1,186,488) as of December 31, 2015. As of December 31, 2016, the
Company had cash of $23,252 compared to cash of $521,521 as of December 31,
2015. The decrease is the resultofanetlossforoperationalexpenseswhichisoffsetbyproceedsof issuances of common stock shares in
2016. The Company is currently pursuing additional financing alternatives,
including completing another private placement, to fund operations.

Current
assets excluding cash and cash equivalents at December 31, 2016 consisted of
receivables of $12,071 and prepaid expenses of$55,187.

Current
liabilities at December 31, 2016 consisted of accounts payable and accrued
liabilities of $1,192,637 and the derivative financial liability of$367,345.

The
following table summarizes the Companys cash flows by activity and cash on hand
for the years ended December 31, 2015 and 2014:

|                                          |  |                          |            |                 |  |            |  
|----------------------------------------- |  | ------------------------ | ---------- | --------------- |  | ---------- | -
|                                          |  | Year Ended
 December 31, |           
|                                          |  |                          |           
|Activity                                  |  | 2015
 (Audited)          |            | 2014
 (Audited) | 
|                                          |  |                          |            |                 | 
|Net cash used in operatingactivities      |  |                          | (2,588,345 | )               |  | (3,179,776 | )
|Net cash used in investingactivities      |  |                          | (27,185    | )               |  | (179,587   | )
|Net cash provided by
 financingactivities |  |                          | 2,588,664  |                 |  | 1,058,728  |  
|                                          |  |                          |            |                 |  |            |  
|Net decrease incash                       |  |                          | (26,866    | )               |  | (2,300,635 | )
|Cash at the beginning of
 theperiod       |  |                          | 548,387    |                 |  | 2,849,022  |  
|                                          |  |                          |            |                 |  |            |  
|Cash at the end of theperiod              |  |                          | 521,521    |                 |  | 548,387    |  
|                                          |  |                          |            |                 |  |            |  

30

---



The Company reported working capital (deficit) of ($1,186,488) as of
December 31, 2015 and $200,210 at December 31, 2014. As of December 31, 2015,
the Company had cash of $521,521 compared to cash of $548,387 as of December 31,
2014. The decrease of $26,866 for the year ended December 31, 2015 is the
result of a net loss for operational expenses and cash paid for equipment which
are offset by proceeds of $2,588,664 from private placements. The Company
anticipates its current cash and cash equivalents will be sufficient to fund
operations for the next six months and is currently pursuing additional
financing alternatives, including completing another private placement, to fund
operations beyond one year.

Current assets excluding cash and cash equivalents at December 31, 2015
consisted of receivables of $29,057 and prepaid expenses of $148,076.

Current liabilities at December 31, 2015 consisted of accounts payable
and accrued liabilities of $749,985 and the derivative financial liability of
$1,135,157.

The Company may continue to have capital requirements in excess of its
currently available resources. In the event the Companys plans change, its
assumptions change or prove inaccurate, or its capital resources in addition to
projected cash flow, if any, prove to be insufficient to fund operations, the
Company may be required to seek additional financing. There can be no assurance
that the Company will have sufficient financing to meet its future capital
requirements or that additional financing will be available on terms acceptable
to the Company in the future.

In
the event the Companys plans change, its assumptions change or prove
inaccurate, or its capital resources in addition to projected cash flow, if
any, prove to be insufficient to fund operations, the Company may be required
to seek additional financing. There can be no assurance that the Company will
have sufficient financing to meet its future capital requirements or that
additional financing will be available on terms acceptable to the Company in
the future.

C. Research and development, patents and licenses

In
2004, the Company entered into a License Agreement with a university under
which the university is entitled to receive: (i) 2% of the Companys adjusted
gross sales as defined in the License Agreement, and (ii) 2% of the adjusted
gross sales of any sublicensee as defined in the License Agreement. The License
Agreement gives the Company an exclusive license to a certain United States
patent and the related technology for low temperature growth of inorganic
materials from solution using catalyzed growth and re-growth.

On
September 1, 2009, the Company entered into a sponsored research agreement with
Rice University to develop thin films incorporating silicon quantum dots. The
initial term of the agreement is one year and the proposed budget is $100,000.
Both the term and the funding could be extended by mutual agreement. As of the
date of this filing the agreement has not been extended and no money has been
paid to Rice University beyond the original $100,000.

On
December 12, 2011 the Company entered into a Patent License Agreement with the
National Renewable Energy Laboratory (NREL) to use certain licensed patents
for technologies for creating a black silicon antireflection layer integrated
into high efficiency solar cells. The Company agreed to pay a running royalty
of two and one half percent (2.5%) on all Net Sales of Licensed Products
(excluding Licensed Chemicals) sold by or on behalf of Licensee. The Company also
agreed to pay an annual running royalty of ten percent (10%) of Net Sales of
Licensed Chemicals sold by or on behalf of Licensee. Should the running royalty
not achieve $25,000, then the Company would have to pay the difference up to
$25,000. The License Agreement estimates that the Companys estimated
contribution is $100,000 a year. NRELs estimated in-kind contribution is
$50,000, conditioned on available funding. While neither party has an
obligation to continue performance of its work at a contribution in excess of
the estimated amount, each party shall provide at least thirty days notice if
complete performance will exceed the estimated costs. The License Agreement was
amended on July 27, 2012 in order to modify a section of the License pertaining
to Licensed Intellectual Property. The modification entailed the specific
titles and application numbers of the licensed patents. The License Agreement
was further amended on January 30, 2014 to delete and replace Exhibit C, 2)
Market Milestones.

The
License Agreement gives the Company an exclusive license to the aforementioned
patents for the development of a commercial manufacturing process for both
multicrystalline and monocrystalline solar cells that combines the Companys
passivation technology. All patent license agreements are for the duration of
the life of the patent as established by the USPTO when the patent is granted.

The
License Agreement is subject to early termination. Either the Company or NREL
has the right to terminate the License Agreement with cause and without
judicial resolution upon written notice to the other in the case of a breach of
the License Agreement. The Company shall provide NREL will sufficient advance
funds to maintain approximately 90-day advance of funds during the entire period
of work. No work shall begin before the receipt of a sufficient cash-advance.
If the Company fails to provide the necessary advance funds is cause for
termination by NREL. Further, the License Agreement shall terminate
automatically upon a final adjudication of invalidity,

31

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unenforceability,
or the extinguishment of all Licensed Patents, for any reason. In addition,
NREL may terminate the License Agreement if the Company fails to satisfy the
requirements set forth in Exhibit B and C of the License Agreement, attempts to
transfer the Companys rights under the License Agreement or the Company
becomes a party to a Bankruptcy proceeding. Exhibit B outlines the financial
considerations of the License Agreement: specifically concerning the Fields of Use,
the Upfront Fee of $20,000, the Continuous Royalty Rate Structure due by the
Company, the Subleasing Royalties due by potential Sub-Licensees, and states
the minimum annual payment must be at least $25,000. Exhibit C outlines the
technical and marketing milestones pursuant to this agreement. Specifically,
the agreement also outlines certain market milestones for the parties. The
first milestone stipulates the achievement of cumulative Net Sales of Licensed
Products in excess of $1 million on or before December 1, 2014. This milestone
has not been met by the company. Milestones for cumulative Net Sales of
Licensed Products in excess of $2 million and $3 million are set for December
1, 2015 and December 1, 2016, respectively. The Company believes, based on conversation
with representatives from NREL, that all such milestones are eligible for
renegotiation as desired by the Company. The License Agreement shall
automatically terminate if the Company attempts to pledge its rights under the
License Agreement as collateral to a third party. The Company may terminate the
License Agreement upon sixty days prior notice to NREL provided that all
outstanding fees, reimbursements and royalties (as detailed in the License
Agreement) are satisfied.

In
March 2012, the Company opened its Research and Development Center (the
R&D Center) in Rochester, NY. The R&D Center enables Natcore to
develop applications based on the companys proprietary liquid phase deposition
technology. On June 1, 2013, the Company entered into a new two year lease for
its research and development facility in Rochester, New York. The Company will
pay a base rent of $103,596 per year in monthly installments of $8,633. The
lease was set to expire on June 30, 2015. On June 26, 2015, the Company extended
the lease from July 1, 2015 to June 30, 2017 at a base rent of $105,212 per
year in monthly installments of $8,768.

On
January 27, 2015, Natcore announced that it had successfully used its
proprietary advances in laser technology to produce an all-low-temperature
laser-doped solar cell with all of its electrical contacts on the back of the
cell. Eliminating the contacts from the cell increases output by a comparable
amount. While other all-back-contact cells had been produced, those cells use
high-temperature diffusion in their doping steps and highly complex multi-step
patterning processes to apply the electrical contacts. The Natcore Foil Cell,
on the other hand, uses only high-speed, inexpensive laser processing to define
the doping regions and the contacts.

On
February 17, 2015, the Company announced that it had successfully formed a
heterojunction solar cell using germanium quantum dots on an ordinary n-type
silicon wafer. Quantum-dot solar cells have the potential to be
transformational for terrestrial solar energy, with efficiencies far above
anything available commercially as of the date of their formation. One month
later, Natcore produced an all-back-contact silicon HIT-structure
(heterojunction with intrinsic thin layer) solar cell using their proprietary
laser technology (the Natcore Foil Cell). Silicon HIT-structure cells have
been shown to yield record efficiencies. In addition to further increasing cell
efficiency relative to industry standards, Natcores all-back-contact technique
could allow production of these high efficiency cells at a low cost.

On
July 9, 2015, Natcore developed a new solar cell structure that proposed to
simplify the production process, significantly lower costs, and accelerating
the path toward ultra high-efficiency cells. Importantly, the new cell structure
was expected to completely eliminate high-cost silver from mass-manufactured
silicon solar cells. By August 2015 the Company was able to build the Natcore
Foil Cell in which the use of silver was eliminated. This substitution was
accomplished with no loss of performance and a substantial decrease in the
metallization cost of a solar cell and total raw material cost of a solar
module.

On
March 29, 2016, Natcore announced it had achieved commercial level efficiencies
for its laser-processed solar cells. Refinement of Natcores revolutionary
Natcore Foil Cell, which utilizes low-cost aluminum instead of high-cost
silver, has progressed rapidly; less than 11 months prior, early
proof-of-concept cells were delivering 4% efficiencies. At the time of the
announcement, the Companys cells reached efficiencies of 17.5% (roughly the
equivalent of typical commercial cells being sold). Natcores new cell design,
which builds upon the basic concept of a silicon heterojunction (SHJ) solar
cell, is producing short-circuit currents above 40 mA/cm2 and open-circuit
voltages above 0.65V. Anticipated improvements in these measurements, as well
as fill factor, project to efficiencies well above 20%. To quantify the cost
advantages of its process and design for potential partners, Natcore has
retained an independent laboratory to prepare an analysis comparing the cost of
producing solar cells using Natcores breakthrough process with that of making
cells using existing manufacturing methods.

On
November 15, 2016, the Company announced it had achieved an efficiency of 19.4%
in its latest demonstration solar cell by reducing resistance from laser-formed
contacts. The laser-formed base contact is critical to the Natcore Foil Cell,
which is an all-back-contact cell that eliminates the need for high-cost silver
in the production process by replacing it with low-cost aluminum. Higher
resistance at this contact, as well as damage from the laser process, had been
limiting the performance of the Companys demonstration cells. Natcore
scientists discovered a new laser-based contacting process that overcomes these
issues. As a result, device efficiency increased by nearly 2% since June 2016
when the Company announced an efficiency of 17.5% (17.5% being roughly
equivalent to typical commercial cells available as of that date). In 2015, the
Companys early proof-of-concept cells were delivering 4% efficiencies. Solar
cells using Natcores new approach have an open-circuit voltage (Voc) of nearly
0.7V, pointing to the potential of significantly higher efficiencies.

32

---



On
May 2, 2017, Natcore announced that it had achieved an efficiency of 20.7% in
their latest demonstration solar cell.

As
of December 31, 2016, the Company had 31 granted patents and 34 patents
pending, including but not limited to the following:

Patent
7,999,176 - Expiration date: 5/18/2029

Nanostructured
solar cells

Improved
photovoltaic devices and methods are disclosed. In one embodiment, an exemplary
photovoltaic device includes a semiconductor layer and a light-responsive layer
(which can be made, for example, of a semiconductor material) which form a
junction, such as a p-n junction. The light-responsive layer can include a
plurality of carbon nanostructures, such as carbon nanotubes, located therein.
In many cases, the carbon nanostructures can provide a conductive pathway
within the light-responsive layer. In other embodiments, exemplary photovoltaic
devices include semiconductor nanostructures, which can take a variety of
forms, in addition to the carbon nanostructures. Further embodiments include a
wide variety of other configurations and features. Methods of fabricating
photovoltaic devices are also disclosed.

Patent
8,431,818 - Expiration date: 5/5/2030

Solar
cells and photodetectors with semiconducting nanostructures

Improved
photovoltaic devices and methods are disclosed. In one embodiment, an exemplary
photovoltaic device includes a semiconductor layer and a light-responsive layer
(which can be made, for example, of a semiconductor material) which form a
junction, such as a p-n junction. The light-responsive layer can include a
plurality of carbon nanostructures, such as carbon nanotubes, located therein.
In many cases, the carbon nanostructures can provide a conductive pathway
within the light-responsive layer. In another embodiment, an exemplary
photovoltaic device can include a light-responsive layer made of a semiconductor
material in which is embedded a plurality of semiconducting carbon
nanostructures (such as p-type single-wall carbon nanotubes). The interfaces
between the semiconductor material and the semiconducting carbon nanostructures
can form p-n junctions. In yet other embodiments, exemplary photovoltaic
devices include semiconductor nanostructures, which can take a variety of
forms, in addition to the carbon nanostructures. Further embodiments include a
wide variety of other configurations and features. Methods of fabricating
photovoltaic devices, as well as nanostructured photodetectors, as also
disclosed.

Patent
8,433,417 - Expiration date: 12/12/2029

Carbon
nanostructure artificial retinal implant

A
retinal implant can include an array of photoreceptors adapted for positioning
in the eye. Each photoreceptor can include a core, for example a carbon
nanostructure, and a shell. The shell can include a light-responsive layer, and
in many cases, the light-responsive layer can be formed of two semiconductor
layers forming a heterojunction. The photoreceptors can be adapted to generate
an electric field in response to incident light so as to stimulate a retinal
neuron in its vicinity. The photoreceptors can be micron-sized or nano-sized,
and can be arranged in densities similar to the density of rods and cones in
the human eye. In one embodiment, an exemplary sensor for an imaging device can
include a plurality of photosensors disposed on a substrate. Each photosensor
can include a carbon nanostructure, a light-responsive layer coating at least a
portion of the carbon nanostructure.

Patent
7,718,550 - Expiration date: 1/16/2026

Method
for Low Temperature Growth of Inorganic Materials from Solution Using Catalytic
Growth and Re-growth

The
present invention involves a method and apparatus for depositing a silicon
oxide onto a substrate from solution at low temperatures in a manner that
produces homogeneous growth of the silicon oxide. The method generally
comprises the following steps: (a) chemically treating a substrate to activate
it for growth of the silicon oxide, (b) immersing the treated substrate into a
bath with a reactive solution, (c) regenerating the reactive solution to allow
for continued growth of the silicon oxide. In another embodiment of the present
invention, the apparatus includes a first container holding a reactive
solution, a substrate on which the silicon oxide is deposited, a second
container holding silica, and a means for adding silica to the reactive
solution

Patent
7,253,014 - Expiration date: 11/19/2023

Fabrication
of light emitting film coated fullerenes and their application for in-vivo
light emission

33

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A
nanoparticle coated with a semiconducting material and a method for making the
same. In one embodiment, the method comprises making a semiconductor coated
nanoparticle comprising a layer of at least one semiconducting material
covering at least a portion of at least one surface of a nanoparticle,
comprising: (A) dispersing the nanoparticle under suitable conditions to
provide a dispersed nanoparticle; and (B) depositing at least one
semiconducting material under suitable conditions onto at least one surface of
the dispersed nanoparticle to produce the semiconductor coated nanoparticle. In
other embodiments, the nanoparticle comprises a fullerene. Further embodiments
include the semiconducting material comprising Cadmium Sulfide (CdS) or Cadmium
Selenide (CdSe).

Patent
7,682,527 - Expiration date: 11/19/2023

Fabrication
of light emitting film coated fullerenes and their application for in-vivo
light emission

A
nanoparticle coated with a semiconducting material and a method for making the
same. In one embodiment, the method comprises making a semiconductor coated
nanoparticle comprising a layer of at least one semiconducting material covering
at least a portion of at least one surface of a nanoparticle, comprising: (A)
dispersing the nanoparticle under suitable conditions to provide a dispersed
nanoparticle; and (B) depositing at least one semiconducting material under
suitable conditions onto at least one surface of the dispersed nanoparticle to
produce the semiconductor coated nanoparticle. In other embodiments, the
nanoparticle comprises a fullerene. Further embodiments include the
semiconducting material comprising Cadmium Sulfide (CdS) or Cadmium Selenide
(CdSe).

Patent
7,491,376 - Expiration date: 3/5/2027

Chemical
derivatization of silica coated fullerenes and use of derivatized silica coated
fullerenes

This
invention is directed to a new composition of matter in the form of chemically
derivatized silica coated fullerenes, including silica coated C.sub.60
molecules and silica coated carbon nanotubes, processes for making the same and
to uses for the derivatized silica coated fullerenes. (Derivatization of silica
coated fullerenes refers to chemically modifying surface of the silica to have
a similar chemical structure but different chemical reactions with specifically
chosen reagents.) Included among many uses in chemical, physical or biological
fields of use, but not limited thereto, are high speed, low loss electrical
interconnects for nanoscale electronic devices, components and circuits. In one
embodiment, this invention also provides a method for preparing silica coated
fullerenes having substituents attached to the surface of silica coated
fullerenes by reacting silica coated fullerenes with a wide range of organic or
inorganic chemical species in a gaseous or liquid state. Preferred substituents
include but are not limited to organic groups and organic groups containing
heteroatoms (i.e. non-carbon atoms) such as oxygen, nitrogen, sulfur, and
halogens. The identity of the surface functional group is chosen to provide
desirable properties to the silica coated fullerenes including but not limited
to solubility, miscibility, stickiness, and melting point. The present
invention also describes the application of surface functionalized silica
coated fullerenes as components of polymer blends and composites (i.e. the
surface is treated with certain substances that allow the silica to react to
certain other specific materials).

Patent
7,692,218 - Expiration date: 8/21/2025

Method
for creating a functional interface between a nanoparticle, nanotube or
nanowire, and a biological molecule or system

A
field effect transistor and a method for making the same. In one embodiment,
the field effect transistor comprises a source; a drain; a gate; at least one
carbon nanotube on the gate; and a dielectric layer that coats the gate and a
portion of the at least one carbon nanotube, wherein the at least one carbon
nanotube has an exposed portion that is not coated with the dielectric layer,
and wherein the exposed portion is functionalized with at least one indicator
molecule (i.e. has a specific molecule attached to the nanoparticle that will
attach only to certain desired molecules out of a broad mixture of molecules).
In other embodiments, the field effect transistor is a biochem-FET.

D.Trend
Information

Other
than as disclosed elsewhere in this annual report on Form 20-F, the Company is
not aware of any trends, uncertainties, demands, commitments or events that are
reasonably likely to have a material adverse effect on the Companys net
revenues, income, profitability, liquidity or capital resources, or that caused
the disclosed financial information to be not necessarily indicative of future
operating results or financial conditions.

E.Off-Balance
Sheet Arrangements

As
at December 31, 2016, the Company had not entered into any off-balance sheet arrangements.

F. Tabular
Disclosure of Contractual Obligations

34

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|                               |  |                                             |         |                  |   |             |  |             |        |           |   |        |  |   |        | 
|------------------------------ |  | ------------------------------------------- | ------- | ---------------- | - | ----------- |  | ----------- | ------ | --------- | - | ------ |  | - | ------ | 
|                               |  | Payments by periods as of December 31, 2016 |        
|                               |  |                                             |        
|                               |  | Total                                       |         | less than 1 year |   | 1 - 3 years |  | 3 - 5 years |        | > 5 years |  
|                               |  |                                             |         |                  |   |             |  |             |        |           |  
|Contractual Obligations:       |  |                                             |         |                  |   |             |  |             |        |           |   |        |  |   |        | 
|Operating
 lease               |  | $                                           | 52,608  |                  | $ | 52,608      |  |             |        |           |   |        |  |   |        | 
|Contract payments
 obligations |  |                                             | 175,000 |                  |   | 50,000      |  |             | 50,000 |           |   | 50,000 |  |   | 25,000 | 
|                               |  |                                             |         |                  |   |             |  |             |        |           |   |        |  |   |        | 
|Total                          |  | $                                           | 227,608 |                  | $ | 102,608     |  | $           | 50,000 |           | $ | 50,000 |  | $ | 25,000 | 
|                               |  |                                             |         |                  |   |             |  |             |        |           |   |        |  |   |        | 

ITEM 6 -
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.
Directors and Senior Management

The
following is a list of the Companys directors and officers as of December 31,
2016. There are no family relationships between the directors and officers.

|                                        |  |                                               |  |                                                                                                                                                                                                                                                                                   |  |                                                                |  |                           
|--------------------------------------- |  | --------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------- |  | --------------------------
|Name and
 Jurisdiction
 of Residence(1) |  | Current Positions
 and Offices Held           |  | Principal Occupations During Last
 Five Years(1)                                                                                                                                                                                                                                  |  | Date of
 Appointment as a Director or Officer                  |  | Number of Common Shares(1)
|                                        |  |                                               |  |                                                                                                                                                                                                                                                                                   |  |                                                                |  |                           
|Charles Provini (2), Florida, USA       |  | Chief Executive Officer,
 President, Director |  | President and Chief
 Executive Officer of the Company and its predecessors from January 2003 to
 present; President of C.R. Provini & Co. Inc., a private consulting firm
 from July 1996 to present.                                                                             |  | May
 8, 2009                                                   |  | 1,300,000                 
|                                        |  |                                               |  |                                                                                                                                                                                                                                                                                   |  |                                                                |  |                           
|Brien Lundin(2), Louisiana, USA,        |  | Director and Chairman                         |  | President of Jefferson
 Direct, Inc. (private consulting company) from November 2003 to present.                                                                                                                                                                                  |  | May
 8, 2009, as a director and September 30, 2013 as chairman |  | 3,006,223(3)              
|                                        |  |                                               |  |                                                                                                                                                                                                                                                                                   |  |                                                                |  |                           
|John Calhoun(2), Louisiana,
 USA,       |  | Director                                      |  | President of Fort Hill
 Resources LLC (private consulting company) from December 1997 to present.                                                                                                                                                                                 |  | May
 8, 2009                                                   |  | 640,900                   
|                                        |  |                                               |  |                                                                                                                                                                                                                                                                                   |  |                                                                |  |                           
|John Meekison, British Columbia, Canada |  | Former Director(3)                            |  | Chief Financial Officer,
 iCo Therapeutics Inc., a biotech company developing drugs for eye diseases,
 March 2005 to present;                                                                                                                                                     |  | August
 9, 2007                                                |  | 10,000(4)                 
|                                        |  |                                               |  |                                                                                                                                                                                                                                                                                   |  |                                                                |  |                           
|Richard Childs,New Jersey, USA          |  | Chief Financial Officer                       |  | Self-employed (forensic
 accounting practice) from 2001 to present;                                                                                                                                                                                                               |  | November
 5, 2015                                              |  | Nil                       
|                                        |  |                                               |  |                                                                                                                                                                                                                                                                                   |  |                                                                |  |                           
|Dennis Flood,Ohio, USA                  |  | Chief Technology Officer                      |  | Chief Technology Officer
 for the Company from August 2010 to Present; President and CEO of North Coast
 Initiatives, Ltd. from May 2001 to Present (a private consulting firm
 providing management and technical services to the photovoltaic (PV) energy
 conversion industry) |  | August 17, 2010                                                |  | 985,500(5)                
|                                        |  |                                               |  |                                                                                                                                                                                                                                                                                   |  |                                                                |  |                           
|Shauna Hartman,British Columbia, Canada |  | Former Corporate Secretary(6)                 |  | Solicitor at Armstrong
 Simpson from September 2003 to present.                                                                                                                                                                                                                   |  | May 8, 2009                                                    |  | Nil                       



|                |                                                                                                             
|--------------- | ------------------------------------------------------------------------------------------------------------
|_______________
|(1)             | Does not
 include options or warrants held by directors and officers of the Company.                        
|(2)             | Of which
 1,906,223 shares are held directly and 1,100,000 shares are held through
 Jefferson Financial Inc.
|(3)             | Mr. Meekison
 resigned on May 5, 2017.                                                                      
|(4)             | All of which shares are
 indirectly held by Mr. Meekisons spouse.                                          
|(5)             | Of which 15,500 shares are
 held directly and 970,000 shares are held through North Coast Initiatives
 Ltd. 
|(6)             | Ms. Hartman resigned on March 1, 2017.                                                                      

35

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There are no loans or debentures due to or from the directors,
management, promoters and principal holders of the Company.

As
of the date of this annual report, the Companys directors and officers, as a
group, owned or had control or direction over, directly or indirectly, 6,711,723 of the Common Shares representing
approximately 9.9% of the
outstanding Common Shares.

A
brief profile of each of the Directors and the senior management is given
below:

Charles Provini,Director, President & Chief Executive Officer

Mr. Provini holds an Engineering degree from The U.S. Naval Academy in
Annapolis, Maryland and a Masters from the University of Oklahoma. Previously,
he was the President of Ladenburg Thalmann Asset Management and a Director of
Ladenburg Thalmann, Inc., one of the oldest members of the New York Stock
Exchange from 11/1997- 10/2000. He served as President of Laidlaw Asset
Management as well as Chairman and Chief Investment Officer of Howe &
Rusling, Laidlaws Portfolio Management Advisory Group from 11/1995- 09/1997.
Prior to this, he served as President of Rodman & Renshaws Advisory
Services from 02/1994- 08/1995 and President of LaSalle Street Corporation, a
wholly-owned subsidiary of Donaldson, Lufkin & Jenrette from
01/1983-04/1985. Mr. Provini has been a leadership instructor at the U.S. Naval
Academy, Chairman of the U.S. Naval Academys Honor Board, and is a former
Marine Corp. officer. Mr. Provini has been a director, President and Chief Executive
officer of the Company since May 8, 2009.

Brien F. Lundin, Chairman
of the Board

Brien
Lundin has been a director of the Company since May 8, 2009. He was appointed
as Chairman of the Board on September 30, 2013. The president/CEO of Jefferson
Financial, Inc. since 2003, Mr. Lundin is a marketer, investor and investment
banker with experience in financing and advising early-stage technology and
natural resource enterprises. Mr. Lundin has been the operator of the New
Orleans Investment Conference since 2003. Mr. Lundin is also a director and
member of the audit committee for Thunderstruck Resources Ltd. and Sojourn
Ventures, Inc

John C.
Calhoun, Director

Mr. Calhoun has over 20 years of experience in corporate finance. Mr. Calhoun has
served as managing director of Fort Hill Resources since 1997,
president/director of North American Water from 1998-2004, president/director
of Grammercy Investments from 2000-presemt, president/director of Vignette
Publications, treasurer/director of Computer Wholesale Corporation from
1995-2001, and managing director of the Shadows Bend Court long-term care
facility from 2001-present. He is the founder/director of FNBC Bank
(2005-present), the largest, De Novo bank in Louisiana and the founder
and managing director of the Suites at Sugar Mill Point and Oak Grove Senior
Living (2002-present), long term care facilities. Mr. Calhoun has been a
director of the Company since May 8, 2009.

Richard Childs, Chief Financial Officer

Mr.
Childs has a forensic accounting practice that serves more than 100 lawyers
across the United States. He is a member of the American Institute of Certified
Public Accountants and the Society of Certified Fraud Examiners, as well as a
member of the New Jersey State Society of CPAs. In the private sector, he
served for six years as Vice President, Director of Finance and Internal
Security for Deak-Perera, the foreign exchange, Swiss banking and precious
metals company. In the government sector, he has served as a fraud investigator
for the Office of the (NJ) Attorney General; the Supervising Accountant for the
Essex County (NJ) Division of Accounts and Control; and, most recently, as the
Chief of the Union County (NJ) Sheriffs Department Economic Crime/Inspection
Bureau. He has frequently provided expert testimony in economic crime cases in
Federal and New Jersey state courts and the New Jersey grand jury. Mr. Childs
holds a Bachelor of Science degree in accounting from Rutgers University.

Dennis J.
Flood,Chief Technology Officer

Dennis
Flood, PhD, is a co-founder of and technical consultant to Natcore. He is also
President and CEO of North Coast Initiatives, Ltd. (05/2001-present), a
consulting firm providing management and technical services to the photovoltaic
(PV) energy conversion industry. Dr. Flood has more than 30 years of experience
in developing solar cell and array technology. Prior, Dr. Flood was Chief of
the Photovoltaic and Space Environments Branch at the NASA Glenn Research
Center in Cleveland, Ohio (from 06/1985-06/2000), where he lead Agency programs
in advanced photovoltaic systems development. He served as Chair of the
Institute of Electrical and Electronics Engineers (IEEE) Photovoltaic Devices
Technical Committee from 1998-2005. And he currently serves on the
International Advisory Committees of the European, the U.S., the Japan/Asia and
the World Photovoltaic Conference organizing committees (from 1992-present).

36

---



Arrangements,
Understandings, etc.

The
Company has no arrangements or understanding with any major shareholders,
customers, suppliers or others, pursuant to which any person referred to above,
was selected as a director or member of senior management.

B.
Compensation

Summary
Compensation Table

Years Ended December 31, 2016, 2015, 2014,
2013 and 2012

|                                |  |                        |  |               |         |                           |   |                               |  |                              |         |                                 |                                          |                    |  |                              |     |                          |  |     |  |   |        |  |   |        
|------------------------------- |  | ---------------------- |  | ------------- | ------- | ------------------------- | - | ----------------------------- |  | ---------------------------- | ------- | ------------------------------- | ---------------------------------------- | ------------------ |  | ---------------------------- | --- | ------------------------ |  | --- |  | - | ------ |  | - | -------
|                                |  |                        |  |               |         |                           |   |                               |  |                              |         |                                 | Non-equity
 incentive plan
 compensation |                    |  |                              |     |                          |  |     |  |  
|                                |  |                        |  |               |         |                           |   |                               |  |                              |         |                                 |                                          |                    |  |                              |     |                          |  |     |  |  
|Name
 and
 Principal
 Position  |  | Period
 Ended
 Dec. 31 |  | Salary ($)(1) |         | Share-
 based
 awards ($) |   | Option-
 based 
 wards ($)(2) |  | Annual
 incentive
 plans ($) |         | Long term 
 ncentive
 plans ($) |                                          | Pension
 value ($) |  | All other
 compensation
 ($) |     | Total
 compensation
 ($)
|                                |  |                        |  |               |         |                           |   |                               |  |                              |         |                                 |                                          |                    |  |                              |     |                         
|Provini                         |  | 2016                   |  | $             | 275,000 |                           |   | Nil                           |  | $                            | 65,588  |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 60,000 |  | $ | 400,588
|Charles                         |  | 2015                   |  | $             | 275,000 |                           |   | Nil                           |  | $                            | 102,000 |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 60,000 |  | $ | 437,000
|                                |  | 2014                   |  | $             | 275,000 |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 60,000 |  | $ | 335,000
|President/                      |  | 2013                   |  | $             | 275,000 |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 60,000 |  | $ | 335,000
|Chief Executive Officer (6)     |  | 2012                   |  | $             | 275,000 |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 60,000 |  | $ | 335,000
|                                |  |                        |  |               |         |                           |   |                               |  |                              |         |                                 |                                          |                    |  |                              |     |                          |  |     |  |   |        |  |   |        
|                                |  | 2016                   |  |               | Nil     |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 48,000 |  | $ | 48,000 
|Richard Childs                  |  | 2015                   |  |               | Nil     |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 6,000  |  | $ | 6,000  
|Chief Financial                 |  | 2014                   |  |               | Nil     |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 3,000  |  | $ | 3,000  
|Officer (4)                     |  | 2013                   |  |               | Nil     |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 10,000 |  | $ | 10,000 
|                                |  | 2012                   |  | $             | 16,000  |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 8,200  |  | $ | 24,200 
|                                |  |                        |  |               |         |                           |   |                               |  |                              |         |                                 |                                          |                    |  |                              |     |                          |  |     |  |   |        |  |   |        
|Brian Zucker(3)                 |  | 2016                   |  | $             | 48,000  |                           |   | Nil                           |  | $                            | 9,404   |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 57,404 
|                                |  | 2015                   |  | $             | 48,000  |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 48,000 
|Former Chief Financial
 Officer |  | 2014                   |  | $             | 48,000  |                           |   | Nil                           |  | $                            | 18,300  |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 66,300 
|                                |  | 2013                   |  | $             | 48,000  |                           | $ | 12,450                        |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 60,450 
|                                |  | 2012                   |  | $             | 48,000  |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 48,000 
|                                |  |                        |  |               |         |                           |   |                               |  |                              |         |                                 |                                          |                    |  |                              |     |                          |  |     |  |   |        |  |   |        
|John Meekiso(5)                 |  | 2016                   |  |               | Nil     |                           |   | Nil                           |  | $                            | 65,588  |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 65,588 
|                                |  | 2015                   |  |               | Nil     |                           |   | Nil                           |  | $                            | 102,000 |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 40,000 |  | $ | 142,000
|Former Director(7)              |  | 2014                   |  |               | Nil     |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 48,000 |  | $ | 48,000 
|                                |  | 2013                   |  |               | Nil     |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  | $ | 28,000 |  | $ | 28,000 
|                                |  |                        |  |               |         |                           |   |                               |  |                              |         |                                 |                                          |                    |  |                              |     |                          |  |     |  |   |        |  |   |        
|Dennis Flood                    |  | 2016                   |  | $             | 82,500  |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 90,823 
|                                |  | 2015                   |  | $             | 82,500  |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 82,500 
|Chief Technology Officer        |  | 2014                   |  | $             | 165,000 |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 165,000
|                                |  | 2013                   |  | $             | 165,000 |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 165,000
|                                |  | 2012                   |  | $             | 123,750 |                           |   | Nil                           |  |                              | Nil     |                                 |                                          | Nil                |  |                              | Nil |                          |  | Nil |  |   | Nil    |  | $ | 123,750

37

---



|                 |                                                                                                                                                                                                                                                                                                                       
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|________________
|(1)              | The
 value of perquisites and benefits,
 if any, for each Named Executive
 Officer was less than the
 lesser of $50,000 and 10% of
 the total annual salary and bonus.                                                                                                                                                
|(2)              | The
 value of the option-based award was determined
 using the Black-Scholes option-pricing
 model.                                                                                                                                                                                                                   
|(3)              | Appointed
 as Chief Financial Officer on April 27, 2012; Resigned as Chief
 Financial Officer on June 7, 2013. After resignation as CFO, Mr. Zucker
 continues to perform tax and administrative functions for which he is
 compensated $4,000 per month.                                                             
|(4)              | Resigned
 as Chief Financial Officer on April 27, 2012. After resignation as CFO,
 Mr. Childs has continued to perform consulting services for the Company, on
 an as needed basis, specifically in the area of performing due diligence. Mr.
 Childs was re-appointed as Chief Financial Officer on November 5, 2015.
|(5)              | Appointed
 as Chief Financial Officer on June 7, 2013, Resigned as Chief Financial
 Officer on November 5, 2015. Chief Financial Officer on Certain payments were
 requested by Mr. Meekison to go to Tanum Holdings of which he is an owner,
 instead of directly to him.                                            
|(6)              | Mr.
 Provini has an employment agreement for $275,000 per year. He also receives $60,000 in other
 compensation for administrative functions performed for NewCyte, which is a
 subsidiary that gets consolidated in the financial statements.                                                                        
|(7)              | Mr.
 Meekison resigned on May 5, 2017.                                                                                                                                                                                                                                                                                

The
Company
has calculated the grant date
fair value amounts
in the
Option-based
Awards
column using
the Black-Scholes model, a mathematical
valuation model that ascribes a value
to a stock option based
on a number of factors
in valuing the option-based
awards,
including the
exercise price of the
options, the price
of the
underlying security on
the date the option was
granted, and assumptions with
respect to the volatility of the price of the
underlying security and the
risk-free
rate of return. Calculating the
value of stock options
using this methodology is
very different from simple
in-the-money value calculation. Stock options that
are well out-of-the-money can still have a significant
grant
date
fair value based on a Black-Scholes valuation. Accordingly, caution must
be exercised in comparing grant date
fair value amounts with
cash compensation or an in-the-money
option value calculation. The
total
compensation
show in the last column
is total compensation
of each NEO reported in
the other columns. The
value of the in-the-money options currently held by each
director (based on share price less
option exercise price) is set forth
in the Value of Unexercised
in-the-money Options
column
of the Outstanding
Share-
Based and Option-Based Awards
table below.

Incentive
Plan Awards

Outstanding
share-based awards
and
option-based awards

The
Plan has been established
to attract and
retain employees,
consultants, officers or
directors to
the
Company
and to
motivate
them to
advance
the
interests
of the Company
by affording
them
with the opportunity
to acquire
an equity interest in
the
Company. The
directors and Compensation Committee of the
Company administer the Plan. The Plan
provides
that the number of
Shares issuable under
the
Plan, together
with
all of
the
Companys
other
previously established or
proposed share compensation
arrangements may not exceed
10% of
the
total number
of issued
and outstanding shares
of the Company. All options
expire on
a date not later than
five years
after the date
of grant
of such option.

The
following table
sets forth the details
of all awards outstanding as
at December 31, 2016 including
awards granted prior
to the most recently completed
financial year to the Named Executive Officers (NEOs).
Values expressed in Canadian (CDN$).

38

---



|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|-------------------------- |  | ----------------------------------------------------------- |  | ------------------------------- |  | ----------------------- |  | ----------------------------------------------------- |  | ------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------
|                           |  | Option-Based Awards                                         |  | Share-Based Awards             
|                           |  |                                                             |  |                                
|Name                       |  | Number of
 Securities
 Underlying
 Unexercised
 Options (#) |  | Option
 Exercise
 Price
 (CDN$) |  | Option Expiration
 Date |  | Value of
 Unexercised
 In-the-
 Money
 Options1(CDN$) |  | Number
 of Shares
 or Units
 of Shares
 That
 Have Not
 Vested
 (#) |  | Market
 or Payout
 Value of
 Share-
 Based
 Awards
 That
 Have Not
 Vested
 (CDN$)
|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|                           |  | 300,000                                                     |  | 0.20                            |  | December 9, 2021        |  | Nil                                                   |  | Nil                                                                 |  | Nil                                                                               
|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|Charles
 Provini           |  | 350,000                                                     |  | 0. 40                           |  | January 13, 2021        |  | Nil                                                   |  | Nil                                                                 |  | Nil                                                                               
|President
 and CEO         |  | 300,000                                                     |  | 0.58                            |  | April 30, 2020          |  | Nil                                                   |  | 200,000                                                             |  | Nil                                                                               
|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|                           |  | 90,000                                                      |  | 0.20                            |  | December 9, 2021        |  |                                                       |  |                                                                     |  |                                                                                   
|Brian
 Zucker              |  | 20,000                                                      |  | 0.80                            |  | January 4, 2018         |  |                                                       |  |                                                                     |  |                                                                                   
|Former
 CFO                |  | 10,000                                                      |  | 1.08                            |  | January 10, 2019        |  | Nil                                                   |  | Nil                                                                 |  | Nil                                                                               
|                           |  | 10,000                                                      |  | 0.75                            |  | December 17, 2019       |  |                                                       |  |                                                                     |  |                                                                                   
|                           |  | 10,000                                                      |  | 0.40                            |  | January 13, 2021        |  |                                                       |  |                                                                     |  |                                                                                   
|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|                           |  | 300,000                                                     |  | 0.20                            |  | December 9,2021         |  | Nil                                                   |  | Nil                                                                 |  | Nil                                                                               
|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|John
 Meekison             |  | 286,500                                                     |  | 0.58                            |  | April 30, 2020          |  | Nil                                                   |  | Nil                                                                 |  | Nil                                                                               
|Former
 Director(2)        |  | 325,000                                                     |  | 0.40                            |  | January 13, 2021        |  |                                                       |  |                                                                     |  |                                                                                   
|                           |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|Dennis
 Flood              |  |                                                             |  |                                 |  |                         |  |                                                       |  |                                                                     |  |                                                                                   
|Chief
 Technology
 Officer |  | 90,000                                                      |  | 0.20                            |  | December 9, 2021        |  | Nil                                                   |  | Nil                                                                 |  | Nil                                                                               



|                 |                                                                                                                                                                                                           
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|________________
|1.               | This
 amount is based on the difference
 between the market
 value of the Companys
 common shares underlying the options as at December 31, 2016, which
 was $0.175 and the exercise price of the option.
|2.               | Mr.
 Meekison resigned as of May 5, 2017.                                                                                                                                                                 

Value Vested or Earned During
the Twelve Months Ended December 31, 2016

|                          |  |                                                              |  |                                                          |  |                                                                              
|------------------------- |  | ------------------------------------------------------------ |  | -------------------------------------------------------- |  | -----------------------------------------------------------------------------
|Name                      |  | Option-based
 awards  Value
 vested during the
 year(1) ($) |  | Share-based
 awards  Value
 vested during the
 year ($) |  | Non-equity
 incentive plan
 compensation 
 Value earned
 during the year ($)
|                          |  |                                                              |  |                                                          |  |                                                                              
|Charles
 Provini          |  |                                                              |  |                                                          |  |                                                                              
|President
 and CEO        |  | Nil                                                          |  | Nil                                                      |  | Nil                                                                          
|                          |  |                                                              |  |                                                          |  |                                                                              
|Richard
 Childs           |  |                                                              |  |                                                          |  |                                                                              
|Chief
 Financial Officer  |  | Nil                                                          |  | Nil                                                      |  | Nil                                                                          
|                          |  |                                                              |  |                                                          |  |                                                                              
|John
 Meekison            |  |                                                              |  |                                                          |  |                                                                              
|Former
 Director          |  | Nil                                                          |  | Nil                                                      |  | Nil                                                                          
|                          |  |                                                              |  |                                                          |  |                                                                              
|Dennis
 Flood             |  |                                                              |  |                                                          |  |                                                                              
|Chief
 Technology Officer |  | Nil                                                          |  | Nil                                                      |  | Nil                                                                          



|                 |                                                                                                                                                                                                                                                              
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|________________
|1.               | Dollar
 value that would have been realized
 if calculated by determining the difference between the market price
 of the underlying securities at exercise
 and the exercise or base price of the options under the option-based award on
 the vesting date.

39

---



Option-based Awards
Exercised During the Twelve Months Ended December 31, 2016

|                         |  |                                       |  |                   |  |                           |  |                                   
|------------------------ |  | ------------------------------------- |  | ----------------- |  | ------------------------- |  | ----------------------------------
|Name                     |  | Securities
 Acquired on
 Exercise (#) |  | Exercise Price
 $ |  | Date of Exercise
 (m/d/y) |  | Aggregate
 Value
 Realized(1)
 ($)
|                         |  |                                       |  |                   |  |                           |  |                                   
|Charles
 Provini         |  |                                       |  |                   |  |                           |  |                                   
|President
 and CEO       |  | Nil                                   |  | N/A               |  | N/A                       |  | 0                                 
|                         |  |                                       |  |                   |  |                           |  |                                   
|Richard
 Childs          |  |                                       |  |                   |  |                           |  |                                   
|Chief
 Financial Officer |  | Nil                                   |  | N/A               |  | N/A                       |  | 0                                 
|                         |  |                                       |  |                   |  |                           |  |                                   
|John
 Meekison           |  | 13,500                                |  | 0.58              |  | 3/30/16                   |  | $945                              
|Former
 Director         |  | 25,000                                |  | 0.40              |  | 5/17/16                   |  | $2,500                            
|                         |  |                                       |  |                   |  |                           |  |                                   
|Dennis
 Flood            |  | Nil                                   |  | N/A               |  | N/A                       |  | 0                                 
|Chief Technology Officer |  |                                       |  |                   |  |                           |  |                                   



|                  |                                                                                                                                                                                         
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|_________________
|1.                | Calculated using the
 closing market price of the common shares on the
 date(s) of exercise less the
 exercise price of the stock options multiplied by
 the number of shares
 acquired.

Option-based Awards
Granted During the Twelve Months Ended December 31,
2016

|                          |  |               |  |                                            |  |                 |  |                     
|------------------------- |  | ------------- |  | ------------------------------------------ |  | --------------- |  | --------------------
|Name                      |  | Date of Grant |  | Number of
 Option-
 Based
 Awards
 Granted |  | Exercise
 Price |  | Expiry Date
 (m/d/y)
|                          |  |               |  |                                            |  |                 |  |                     
|Charles
 Provini          |  | 1/13/16       |  | 350,000                                    |  | 0.40            |  | 01/13/21            
|President
 and CEO        |  | 12/9/16       |  | 300,000                                    |  | 0.20            |  | 12/9/21             
|                          |  |               |  |                                            |  |                 |  |                     
|Richard
 Childs           |  |               |  |                                            |  |                 |  |                     
|Chief
 Financial Officer  |  | N/A           |  | Nil                                        |  | Nil             |  | N/A                 
|                          |  |               |  |                                            |  |                 |  |                     
|John
 Meekison            |  | 01/13/16      |  | 350,000                                    |  | 0.40            |  | 01/13/21            
|Former
 Director          |  | 12/9/16       |  | 300,000                                    |  | 0.20            |  | 12/9/21             
|                          |  |               |  |                                            |  |                 |  |                     
|Dennis Flood              |  |               |  |                                            |  |                 |  |                     
|Chief
 Technology Officer |  | 12/9/16       |  | 90,000                                     |  | 0.20            |  | 12/9/21             

40

---



Pension Plan
Benefits

The
Company
does not have a pension plan
that provides for
payments or benefits to the Named Executive Officers at,
following or in
connection with retirement.

Termination
of Employment, Change in
Responsibilities and Employment
Contracts

Other
than disclosed below,
the Company does not
have an employment contract with
any of its Named Executive Officers. Each Named
Executive Officer devotes a portion of his or
her time to the Company
and a portion of his or her time to other companies
where he or she is a director and/or officer.
Accordingly, the Named
Executive
Officers invoice the Company
based on the percentage of
time
devoted to the
Company.

Other
than
as disclosed below,
neither the Company nor
any of its subsidiaries
have any plan or arrangement with
respect to compensation
to its
executive officers which would result from the
resignation, retirement or any
other
termination
of the executive officers
employment with
the
Company and its subsidiaries or from
a change of control of the
Company or any
subsidiary of the
Company
or a change in the executive officers
responsibilities following
a change in control.

The
Company
entered
into
an employment agreement
dated April 5, 2012
with Charles Provini (Employment Agreement) for his
services as President and
Chief
Executive Officer
and such other
capacities
as the board of directors
of the Company may designate from
time
to time. Pursuant to
the Employment Agreement, Mr.
Provini is paid a base
salary of US $275,000 per
year. After the first
anniversary of
the date of the Employment Agreement,
the base salary of US $275,000 per
year may be reviewed periodically
and increases in such base salary may be granted
at the sole discretion of
the Companys board of
directors. The Employment Agreement ends on the earliest of two
years from the date of the
Employment Agreement
or any extension thereafter.
On April 5, 2014, the employment agreement was extended for an additional three
years. Mr. Provini is entitled to
certain option grants upon the achievement of certain
revenue
milestones by the
Company. Mr. Provini shall also be entitled to
receive options to purchase up to Five Hundred Thousand (500,000) shares of the
Companys common stock (the Stock Options) as follows: He shall receive Stock
Options to purchase One Hundred Thousand (100,000) shares of the Companys
common stock upon the Companys receipt of One Million Dollars ($1,000,000) of
net revenue during the Term of his employment, and he shall receive Stock
Options to purchase One Hundred Thousand (100,000) shares of the Companys
common stock for each additional One Million Dollars ($1,000,000) of net
revenue received by the Company during the Term of his employment (up to a
maximum of Five Hundred Thousand (500,000) shares of the Companys common
stock). Options granted under this incentive plan will be priced at the lowest
possible strike price approved by the TSX Venture Exchange at the time of the
grant. Mr. Provini may
terminate
the Employment Agreement at any time upon
30 days written notice to
the Company or
immediately for cause. Should the
Company terminate the Employment Agreement
without cause, it
is obligated
to pay to Mr. Provini a lump
sum payment of an
amount equal to
three months base salary, plus one years
benefits. The Employment
Agreement contains certain
non-competition and non-solicitation
provisions during
the employment term. For
a period of one
year following
the employment
term,
Mr. Provini cannot solicit business from
current or
potential clients or customers
of Natcore or induce employees, consultants, etc. of the Company to
terminate
or not renew with the
Company
and may not directly or indirectly,
engage in any business in
the state of New Jersey
or any other location in
which
the Company is then
doing
business, for
the development,
sale, service or distribution
of process or equipment for the
manufacture of solar panels
(or any component thereof)
or other alternative energy technology
products or
any similar business that
is competitive with
the business of the
Company or its
affiliates, including
as a proprietor, principal, agent,
partner, officer,
director, shareholder,
employee, member,
consultant or otherwise.

Compensation of Directors

The
following table sets
forth
all amounts of compensation
provided to directors who
were not NEOs of the Company duringthe
twelve months ended December 31, 2016.

41

---



|              |  |                   |  |                            |  |   |                             |  |                                               |  |                     |  |                              |  |                          | 
|------------- |  | ----------------- |  | -------------------------- |  | - | --------------------------- |  | --------------------------------------------- |  | ------------------- |  | ---------------------------- |  | ------------------------ | 
|Name          |  | Fees
 Earned
 ($) |  | Share-
 Based
 Awards
 ($) |  |   | Option-
 Based
 Awards
 ($) |  | Non-Equity
 Incentive Plan
 Compensation
 ($) |  | Pension
 Value
 ($) |  | All Other
 Compensation
 ($) |  | Total
 Compensation
 ($) | 
|              |  |                   |  |                            |  |   |                             |  |                                               |  |                     |  |                              |  |                          | 
|John Calhoun  |  | Nil               |  | Nil                        |  | $ | 65,588                      |  | Nil                                           |  | Nil                 |  | Nil                          |  | Nil                      | 
|Brien Lundin1 |  | Nil               |  | Nil                        |  | $ | 65,588                      |  | Nil                                           |  | Nil                 |  | Nil                          |  | Nil                      | 



|                 |                      
|---------------- | ---------------------
|________________
|(1)              | Chairman of the Board

Directors are
also eligible to
participate in the Plan.
Directors are
entitled
to be reimbursed for
expenses
incurred by them in their capacity
as directors.

Outstanding
share-based awards
and
option-based awards

The
following table sets
forth information
concerning all awards outstanding under
share-based or option-based
incentive plans of the Company as
of December 31, 2016 including
awards granted prior
to the
most
recently completed financial
year to each of the Directors
of the Company who were not Named
Executive Officers.

|             |  |                                                             |         |                                |   |                         |  |                                                         |          |                                                                    |  |                                                                            |  |  |         |  |  |     | 
|------------ |  | ----------------------------------------------------------- | ------- | ------------------------------ | - | ----------------------- |  | ------------------------------------------------------- | -------- | ------------------------------------------------------------------ |  | -------------------------------------------------------------------------- |  |  | ------- |  |  | --- | 
|             |  | Option-Based Awards                                         |         | Share-Based Awards             |  
|             |  |                                                             |         |                                |  
|Name         |  | Number of
 Securities
 Underlying
 Unexercised
 Options (#) |         | Option
 Exercise
 Price1(CDN$) |   | Option
 Expiration Date |  | Value(1) of
 Unexercised
 In- The-
 Money
 Options1 ($) |          | Number
 of Shares
 or Units
 of Shares
 That Have
 Not
 Vested (#) |  | Market or
 Payout
 Value1of Share-Based
 Awards That
 Have Not
 Vested ($) | 
|             |  |                                                             |         |                                |   |                         |  |                                                         |          |                                                                    |  |                                                                            | 
|             |  |                                                             | 300,000 |                                | $ | 0.58                    |  |                                                         | 04/30/20 |                                                                    |  | Nil                                                                        |  |  | 200,000 |  |  | Nil | 
|Brien Lundin |  |                                                             | 350,000 |                                | $ | 0.40                    |  |                                                         | 01/13/21 |                                                                    |  | Nil                                                                        |  |  | Nil     |  |  | Nil | 
|             |  |                                                             | 300,000 |                                | $ | 0.20                    |  |                                                         | 12/09/21 |                                                                    |  | Nil                                                                        |  |  | Nill    |  |  | Nil | 
|             |  |                                                             |         |                                |   |                         |  |                                                         |          |                                                                    |  |                                                                            |  |  |         |  |  |     | 
|             |  |                                                             | 300,000 |                                | $ | 0.58                    |  |                                                         | 04/30/20 |                                                                    |  | Nil                                                                        |  |  | 200,000 |  |  | Nil | 
|John Calhoun |  |                                                             | 350,000 |                                | $ | 0.40                    |  |                                                         | 01/13/21 |                                                                    |  | Nil                                                                        |  |  | Nil     |  |  | Nil | 
|             |  |                                                             | 300,000 |                                | $ | 0.20                    |  |                                                         | 12/09/21 |                                                                    |  | Nil                                                                        |  |  | Nill    |  |  | Nil | 



|                  |                                                                                                                                                                                                          
|----------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|_________________
|1.                | This amount
 is based on the difference between the market value of the Companys common
 shares underlying the options as at December 31, 2016, which was
 $0.175, and the exercise price of the option.

42

---



Value Vested or Earned During
the Twelve Months Ended December 31, 2016

|             |  |                                                            |  |                                                          |  |                                                                             
|------------ |  | ---------------------------------------------------------- |  | -------------------------------------------------------- |  | ----------------------------------------------------------------------------
|Name         |  | Option-based
 awards  Value
 vested during the
 year1 ($) |  | Share-based
 awards  Value
 vested during the
 year ($) |  | Non-equity
 incentive plan
 compensation  Value earned
 during the year ($)
|             |  |                                                            |  |                                                          |  |                                                                             
|Brien Lundin |  | Nil                                                        |  | Nil                                                      |  | Nil                                                                         
|John Calhoun |  | Nil                                                        |  | Nil                                                      |  | Nil                                                                         



|   |                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Dollar
 value that would have been realized
 if calculated by determining the difference between the market price
 of the underlying securities at exercise
 and the exercise or base price of the options under the option-based award on
 the vesting date.

Option-based Awards
Exercised During the Twelve Months Ended December 31, 2016

|             |  |                                       |  |                |  |                           |  |                                
|------------ |  | ------------------------------------- |  | -------------- |  | ------------------------- |  | -------------------------------
|Name         |  | Securities
 Acquired on
 Exercise (#) |  | Exercise Price |  | Date of Exercise
 (m/d/y) |  | Aggregate
 Value
 Realized1 ($)
|             |  |                                       |  |                |  |                           |  |                                
|John Calhoun |  | Nil                                   |  | N/A            |  | N/A                       |  | 0                              
|Brien Lundin |  | Nil                                   |  | N/A            |  | N/A                       |  | 0                              



|                 |                                                                                                                                                                                         
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|________________
|1.               | Calculated using the
 closing market price of the common shares on the
 date(s) of exercise less the
 exercise price of the stock options multiplied by
 the number of shares
 acquired.

Option-based Awards
Granted During the Twelve Months Ended December 31,
2016

|             |  |                |  |                                           |  |                |  |                     
|------------ |  | -------------- |  | ----------------------------------------- |  | -------------- |  | --------------------
|Name         |  | Date of
 Grant |  | Number
 of Option-
 Based Awards
 Granted |  | Exercise Price |  | Expiry Date
 (m/d/y)
|             |  |                |  |                                           |  |                |  |                     
|Brien Lundin |  | 01/13/16       |  | 350,000                                   |  | CDN$0.40       |  | 01/13/21            
|             |  | 12/9/21        |  | 300,000                                   |  | CDN$0.20       |  | 12/9/16             
|             |  |                |  |                                           |  |                |  |                     
|John Calhoun |  | 01/13/16       |  | 350,000                                   |  | CDN$0.40       |  | 01/13/21            
|             |  | 12/9/16        |  | 300,000                                   |  | CDN$0.20       |  | 12/9/21             

Securities
Authorized for Issuance Under Equity Compensation Plans

The
only equity compensation
plan
that the Company has in place is its stock option plan (the Plan), which was previously adopted by the
Company. As of December 31, 2016 the Stock
Option Plan reserves a maximum of 10,520,000 Common
Shares for issuance upon
the exercise of options.
Options
granted under the
Stock
Option
Plan will comply
with the rules and regulations
of the Exchange regarding
share incentive arrangements.

The
purpose
of the
Stock Option Plan is
to attract and retain employees, consultants, officers and directors to
the Company and
to motivate
them
to advance
the interests of the
Company by affording
them
with the opportunity, through share options, to
acquire an equity
interest
in the
Company and
benefit from
its growth. The
Stock
Option
Plan authorizes
the Board to grant, in
its absolute discretion,
stock options to
directors, officers,
employees or consultants on such terms, limitations, conditions
and restrictions,
as it deems necessary and advisable, subject
to terms of the
Plan and regulatory and TSX Venture Exchange
approval.

43

---



Equity Compensation Plan Information
as of December 31, 2016

|                                                              |  |                                                                                                   |  |                                                                                 |  |                                                                                                                                                    
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                                 |  | Number of
 securities to be
 issued upon
 exercise of
 outstanding
 options, warrants
 and rights |  | Weighted-average
 exercise price of
 outstanding
 options, warrants
 and rights |  | Number of
 securities
 remaining available
 for future issuance
 under equity
 compensation plans
 (excluding
 securities reflected
 in column (a))
|                                                              |  |                                                                                                   |  |                                                                                 |  |                                                                                                                                                    
|Equity
 compensation
 plans approved by
 security holders     |  | 7,460,000
 common shares                                                                          |  | CDN$0.46                                                                        |  | 3,060,000
 common shares                                                                                                                           
|Equity
 compensation plans
 not approved
 by security holders |  | N/A                                                                                               |  | N/A                                                                             |  | N/A                                                                                                                                                
|Total                                                         |  | 7,460,000
 common shares                                                                          |  | CDN$0.46                                                                        |  | 3,060,000
 common shares                                                                                                                           

C. Board
Practices

Terms of Directors and Executive
Officers

The
Companys officers are appointed by and serve at the discretion of the board of
directors. The current directors have not been elected to serve for a specific
term and, unless re-elected, hold office until the close of the Companys next
annual meeting of shareholders or until such time as their successors are
elected or appointed.

Committees of the Board of Directors

Audit Committee

Item 306 of Regulation S-K requires the Companys
audit committee (in this section
the Audit Committee) to meet certain
requirements. It
also requires the Company
to disclose in this Management
section certain information
regarding
the Audit Committee.
That information is disclosed
below.

Overview

The
Audit
Committee is principally
responsible for:

| |      |                                                                                                                                                                                                                                                                                                           
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | i.   | recommending to
 the Board the external
 audit
 or to be nominated for election
 by the shareholders
 at each annual general meeting
 and negotiating the compensation of such external
 auditor,                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                           
| | ii.  | overseeing the work of the external auditor,                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                           
| | iii. | reviewing the Companys annual and
 interim financial statements,
 MD&A and press releases regarding
 earnings
 before they are reviewed and
 approved by the
 Board and publicly disseminated
 by the Company,
 and                                                                                      
| |      |                                                                                                                                                                                                                                                                                                           
| | iv.  | reviewing the
 Companys financial
 reporting procedures and internal controls to ensure adequate
 procedures are in place for the Companys
 public disclosure of financial
 information extracted or derived from its financial
 statements, other than disclosure
 described in the previous paragraph.

44

---



The Audit
Committees Charter

The
Audit
Committee has
various responsibilities
as set
forth
in Item 306 of Regulation S-K.
The Board has adopted
a Charter for the
Audit
Committee which sets
out the Audit Committees
mandate, organization, powers
and
responsibilities. The
complete Charter is
below:

Purpose of the Committee

The
Audit Committee represents the Board
in discharging its responsibility relating
to the accounting, reporting and financial practices of the Company and its
subsidiaries, and has general responsibility for
oversight of internal controls, accounting and auditing activities, and legal compliance of the Company and its subsidiaries.

Members of the
Committee

The
Audit Committee shall consist
of no less than three Directors a majority of whom shall be independent as defined under Exchange Act Rule
10A-3, while the Company is in the
developmental stage of its business.
The members of the Committee
shall
be selected annually by
the Board and shall serve
at the pleasure of the Board.

At
least one Member of the Audit Committee must be financially literate
as defined
under Canadian private placement law, National Instrument 52-110, having
sufficient accounting or related financial management
expertise to read and understand a
set of financial statements,
including the related notes, that present
a breadth and level of complexity
of the accounting issues that
are generally comparable to the breadth
and complexity of the issues that can reasonably
be expected to be raised by
the Companys financial
statements.

Meeting Requirements/Quorum

The
Committee will, where possible,
meet on a regular basis at least once every quarter, and will
hold special meetings as it deems necessary
or appropriate. Meetings may be held in person or telephonically, and shall be at such times and places as the Committee determines.
Without meeting, the Committee
may act by unanimous written consent of all members, which shall constitute a meeting
for the purposes of this charter.

A
majority of the members of the Committee shall constitute a quorum.

Duties and Responsibilities

The
Audit Committees function is one of
oversight only and shall not relieve the Companys management of its responsibilities for
preparing financial statements that accurately and fairly
present the Companys
financial results and conditions or
the responsibilities of the external
auditors relating to the auditor
review of financial statements. Specifically, the Audit Committee will:

(a)
have the authority with respect to the appointment, retention
or discharge of the independent public
accountants as auditors of the Company (the
Auditors) who perform the annual audit
in accordance with applicable securities
laws, and who shall be ultimately
accountable to the Board through
the Audit Committee;

(b)
review with the Auditors the scope of
the audit and the results of the
annual audit examination by
the auditors, including any
reports of the auditors prepared
in connection with the annual audit;

(c)
review information, including written statements from the Auditors, concerning any
relationships between the Auditors and the Company, or any other relationships that may
adversely affect the
independence of the Auditors and
assess the independence of the Auditors;

(d)
review and discuss with management and the
Auditors the Companys
audited financial statements and
accompanying Managements Discussion and Analysis of Financial Conditions (MD&A),
including a discussion with the
Auditors of their judgments as to the quality of the Companys accounting
principles and report on them to the
Board;

(e)
review and discuss with management the Companys interim financial statements and interim
MD&A and report on them to the Board;

(f)
pre-approve all auditing services and non-audit services
provided to
the Company by the
Auditors to the extent and in the manner required by applicable
law or regulation. In no circumstances shall the Auditors provide any non-audit services to the Company
that are prohibited by applicable
law or regulation;

45

---



(g)
evaluate the external Auditors
performance for the preceding
fiscal year, reviewing their fees and making recommendations to the
Board;

(h)
periodically review the adequacy of the Companys internal
controls and ensure that such internal controls are effective;

(i)
review changes in the accounting policies of the Company and accounting and financial reporting proposals that are provided by the Auditors that may have
a significant impact on the Companys financial
reports, and report on them to the Board;

(j) oversee
and annually review the Companys
Code of Business Conduct and
Ethics;

(k) approve
material contracts
where the Board of Directors determines that it has a conflict;

(l)
establish procedures for the receipt, retention
and treatment of complaints
received by the Company
regarding the audit or other accounting matters;

(m)
where unanimously considered necessary by
the Audit Committee, engage independent counsel and/or other advisors at
the Companys expense to advise on material issues
affecting the Company
which the Audit Committee considers are not appropriate for the full Board;

(n)
satisfy itself that management has put into place procedures that facilitate
compliance with the provisions of applicable securities laws and regulation
relating to insider trading,
continuous disclosure and financial reporting;

(o) review
and monitor all related party transactions
which may be entered into by the Company;
and

(p) periodically
review
the adequacy of its charter
and recommending any changes thereto to the Board.

Miscellaneous

Nothing
contained in the Charter is
intended to extend applicable standards of liability
under statutory or regulatory
requirements for the directors of the
Company or members
of the Committee. The purposes and responsibilities
outlined in the Charter are meant to
serve as guidelines rather
than as in flexible rules
and the Committee is encouraged
to adopt such additional procedures and standards
as it deems necessary from time to time
to fulfill its responsibilities.

Composition of the Audit
Committee

The
Audit
Committee consists of three
directors. Unless a company
is a venture issuer (an
issuer the securities
of which are not
listed or quoted
on any of the TSX Venture Exchange, a market
in the United States of America other
than the over-the-counter market,
or a market outside
of Canada
and the
U.S.A.)
as of the end of its last
financial year, Exchange Act Rule 10A-3 requires each of the members
of the
Committee
to be
independent and financially
literate. Since the Company is
a venture issuer (its
securities are listed on
the TSX Venture Exchange, but
are not listed or quoted on
any other exchange or market)
it is
exempt from this requirement.
In addition, the Companys
governing corporate legislation requires the
Company to
have an Audit Committee composed of a minimum of three directors, a majority of whom are not officers or employees of the
Company.

As
noted above, the members of the audit committee are Charles
Provini, John Calhoun
and
Brien Lundin. All of the
members
of the
Audit
Committee
are considered independent, with the exception of Mr. Provini, who is
a member of management. All members
are considered financially
literate.

A
member
of the audit committee
is independentif the member
has no direct or indirect
material relationship
with
the Company. A material relationship
means
a relationship that could,
in the
view
of the Companys board of
directors, reasonably interfere
with the exercise of
a members
independent
judgment.

A
member of the audit committee is considered financially literateif
he or she has the ability to
read and understand
a set of financial statements
that present a breadth and
level
of complexity
of accounting
issues that are generally comparable
to the
breadth and complexity
of the
issues that can reasonably
be expected to be raised by the Company.

46

---



There
are no other management functions
of the Company, which are
to any substantial degree performed by a person or company other than the
directors or senior officers of the
Company.

Pursuant
to the
provisions of the Business Corporations Actof British
Columbia, the Company
is required to
have an audit committee, which at the present
time, is comprised
of Charles Provini, John Calhoun and Brien
Lundin. For
additional information
regarding
the Companys
Audit
Committee, please see below.
The Company does not have
an executive committee.

As
at the
date of this Information
Management section and within
the ten years before the
date of this Information
Management section, no proposed
director:

(a)
is or has been a director or executive
officer of any company (including
the Company),
that
while
that
person was acting in
that capacity:

| |   |                                                                                                                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | was
 the subject of a cease
 trade order or similar
 order or an order that denied the
 relevant company access
 to any exemption under
 securities legislation, for a period of more
 than 30 consecutive
 days;                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                              
| |  | was
 subject
 to an event that resulted,
 after the director or
 executive officer ceased
 to be a director or executive
 officer, in the company being the subject of a cease trade or similar order
 or an order that denied
 the relevant company
 access to any exemption under
 securities legislation, for a period of more
 than
 30 consecutive days;
| |   |                                                                                                                                                                                                                                                                                                                                                              
| |  | within
 a year of that person ceasing to act in that capacity,
 became bankrupt, made
 a proposal under any legislation
 relating to bankruptcy
 or insolvency or was subject to
 or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed
 to hold its assets; or                   

(b)
has within 10 years before the date
of the Information Management
section became bankrupt, made a proposal under any
legislation
relating to bankruptcy
or insolvency
or was
subject
to or instituted any
proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or trustee
appointed to hold the assets of the
director, officers or
shareholders.

D.
Employees

The
number of full-time employees as of each of last three fiscal years is as
follows:

|                         |  | December
 31,2016 |  | December
 31, 2015 |  | December
 31, 2014
|------------------------ |  | ----------------- |  | ------------------ |  | ------------------
|                         |  |                   |  |                    |  |                   
|Research Employees       |  | 6                 |  | 5                  |  | 6                 
|Administrative Employees |  | 7                 |  | 7                  |  | 8                 

The
Companys employees are not governed by a collective agreement. The Company has
not experienced a work stoppage and believe the Companys employee relations
are satisfactory.

The
nature of the Companys business requires the recruitment and retention of a
highly educated and skilled workforce, including highly qualified management,
scientific and manufacturing personnel for innovation, research and
development. Typically a high proportion of the Companys employees have a
Bachelors degree or higher. For each of the last three fiscal years, most of
the employees of the Company were employed at the Companys office in New York.

E. Share
Ownership

(a) The
direct and indirect shareholdings of the Companys Directors and Officers as at
March 31, 2017 were as follows:

|                                               |  |                                |  |                                               
|---------------------------------------------- |  | ------------------------------ |  | ----------------------------------------------
|Name and
 Municipality of
 Principal Residence |  | Positions held with the Issuer |  | Number of Common Shares,
 Options and Warrants
|                                               |  |                                |  |                                               
|Charles Provini, Delray Beach, Florida, USA    |  | Director, President and
 CEO   |  | 1,300,000(1)common shares, 950,000 options    
|John Meekison, Vancouver, B.C., Canada         |  | Former Director(2)             |  | 10,000(3)common shares, 950,000 options       
|Brien Lundin, Metairie, LA, USA                |  | Director                       |  | 3,006,223(4)common shares, 950,000 options    
|John Calhoun, New Orleans, LA, USA             |  | Director                       |  | 640,900 common shares, and 911,500 options    
|Dennis Flood, Columbus, OH, USA                |  | Chief Technology Officer       |  | 985,500common shares, 90,000 options          

47

---



|                |                                                                                                                                                                                                                                                               
|--------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|_______________
|(1)             | All of the shares held by
 the Directors are voting common shares and do not have any different voting
 or other rights than the other outstanding common shares of the Company.                                                                              
|(2)             | Mr. Meekison resigned on
 May 5, 2017.                                                                                                                                                                                                                        
|(3)             | As of the date of this
 annual report, the Companys directors and officers, as a group, owned or had
 control or direction over, directly or indirectly, 5,942,623 of the Common Shares representing
 approximately 10.09% of the
 outstanding Common Shares.
|(4)             | The information as to
 shares beneficially owned or controlled or directed, not being within the
 knowledge of the Company, has been furnished by the respective directors and
 officers individually.                                                        

(b) Share
purchase options outstanding as of March 31, 2017

See
Item 6.B of this annual report.

ITEM 7 -
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.
Major Shareholders

Please
refer to Item 6. Directors, Senior Management and EmployeesE. Share
Ownership.

B.
Related Party Transactions

The Company has an agreement (the Employment Agreement) dated October
1, 2007, and amended July 31, 2008, with Mr. Charles Provini under which the
Company pays a fee for employee services at a base salary of $220,000 per
annum. On April 30, 2010, the Board of Directors passed a resolution to
increase this to $250,000 per annum and on May 13, 2011 the Board of Directors
passed a resolution to increase this to $275,000 per annum. The Company was not
obligated to commence payments until the Company raised at least $1,000,000,
which occurred during the year ended December 31, 2009. Mr. Provini is entitled
to receive options under the terms and conditions of the Companys stock option
plan. Mr. Provini will serve as the President and Chief Executive Officer of
the Company. On April 5, 2012, the employment agreement was extended for an
additional two years under the same terms. On April 5, 2014, the agreement was
extended for an additional three years under the same terms.

Mr. Provini has the right, upon 30 days notice, to terminate the
Employment Agreement. The Company may terminate the Employment Agreement on 10
days notice if for cause or on 30 days notice if without cause. Should the
Company terminate the contract without cause, it is obligated to pay Mr.
Provini an amount equal to three months base salary.

In addition to his employment agreement, Mr. Provini, receives $60,000
per year for various administrative functions performed for the NewCyte subsidiary
which is consolidated in the financial statements.

On November 5, 2015, the Company entered into a consulting agreement
with Mr. Richard Childs under which the Company pays a fee for consulting
services in relation to Mr. Childs appointment as Chief Financial Officer of
the Company at a rate of $4,000 per month. The consulting agreement has a
three-month term, extendable by the parties. Either party has the right to
terminate the agreement on 30 days notice unless there is a material breach,
in which case the agreement is able to be terminated on seven days notice.

Mr. Brian Zucker personally received a salary of $48,000 for the year
2012 and 2013. On May 8, 2009, Mr. Zucker bought 50,000 shares of common stock
at CDN$0.40 through the exercise of stock options. After his resignation as
CFO, Mr. Zucker continues to perform tax and administrative functions for which
he receives annual compensation of $48,000.

Finally, each of Charles Provini, President, Chief Executive Officer
and a director of the Company and Brien Lundin and John Calhoun, directors of
the Company participated in the acquisition of shareholders of Natcore US and
Brien Lundin participated in the concurrent as well as the recent private
financing as a subscriber for units. Natcore (Canadian parent company) used to
be called Syracuse Capital Corp. and was a capital pool company on the TSX
Venture Exchange.

48

---



On May 8, 2009, Syracuse Capital Corp. acquired all of the shares of
Natcore Technology, Inc. (the Delaware now subsidiary company). At the time,
each of John Calhoun, Brien Lundin and Charles Provini were shareholders,
either directly or indirectly, of the Delaware Company and received
consideration from Natcore parent.

John Calhoun (as the controlling shareholder of Fort Hill Resources
Inc.) held 1,000,000 shares of the Delaware company and received in
consideration therefore 1,100,000 Natcore parent shares (at a deemed price of
CDN$0.40 per share). Mr. Calhoun had also held at the time warrants to acquire
shares in the Delaware company (225,000 to be specific) which were exchanged
for 247,500 warrants of Natcore parent. The warrants were exercisable at CDN$0.40
per share and were all exercised on May 5, 2014.

Brien Lundin held 926,112 shares of the Delaware company directly and a
further 1,000,000 shares through Jefferson Direct, LLC. As a result, he
received 1,018,723 common shares of Natcore parent directly and 1,100,000
common shares of Natcore parent indirectly through Jefferson (at a deemed price
of CDN$0.40 per share). Mr. Lundin had also held at the time warrants to
acquire shares in the Delaware company (225,000 to be specific) which were
exchanged for 247,500 warrants of Natcore parent. The warrants were exercisable
at CDN$0.40 per share and were all exercised on May 2, 2014.

Charles Provini (as the controlling shareholder of Hawk Partnership LP)
held 1,050,000 shares of the Delaware company which were exchanged for
1,155,000 common shares of Natcore parent (at a deemed price of CDN$0.40 per
share). Mr. Provini had also held at the time warrants to acquire shares in the
Delaware company (225,000 to be specific) which were exchanged for 247,500 warrants
of Natcore parent. The warrants were exercisable at CDN$0.40 per share and were
all exercised on May 7, 2014. Since that time, neither Mr. Provini nor Mr.
Calhoun have subscribed for shares in a Natcore placement. Mr. Lundin, however,
has bought in Natcore private placements as follows:

On May 9, 2009  as part of a financing completed in conjunction with
the Qualifying Transaction noted above  Mr. Lundin, in his individual
capacity, purchased 300,000 units of Natcore parent at a price of CDN$0.40 per
unit. This entitled him to 300,000 shares and 300,000 warrants exercisable
until May 9, 2011 at a price of CDN$0.75 per share. The warrants were exercised
on April 11, 2014.

On December 22, 2010, Mr. Lundin, in his individual capacity, bought
40,000 units of Natcore (at a price of CDN$0.75 per unit). This entitled him to
40,000 shares and 20,000 warrants (exercisable until December 22, 2015 at a
price of $1.00 per share  originally the expiry date was December 22, 2013,
but the Company extended the term of all the then outstanding warrants in that
batch to December 22, 2015). The warrants are still outstanding as of the date
of this filing.

Pursuant to the Companys Form F-1 registration statement filed with
the SEC on August 31, 2015, the Company registered 325,000 shares of Common
Stock issued to LoPresti Law Group, P.C. (LLG) in exchange for the provision
of legal services rendered in preparation of the aforementioned registration
statement. On June 22, 2016, pursuant to a Form F-1 registration statement
filed with the SEC the Company registered 400,000 shares of Common Stock to LLG
in exchange for legal services rendered.

Related Party Balances

As
of December 31, 2016 and 2015 there was $318,685 and $204,060, respectively,
owed to directors, officers, and companies controlled by directors that has
been included in trade payables and accrued liabilities.

Key Management Personnel
Compensation

|                         |  |                              |           |                                |   |                                |  |   |         | 
|------------------------ |  | ---------------------------- | --------- | ------------------------------ | - | ------------------------------ |  | - | ------- | 
|                         |  | Year Ended
 December 31,2016 |           | Year Ended
 December 31,
 2015 |   | Year Ended
 December 31,
 2014 | 
|                         |  |                              |           |                                |   |                                | 
|Administrative fees      |  | $                            | 60,000    |                                | $ | 60,000                         |  | $ | 60,000  | 
|Consulting               |  |                              | 48,000    |                                |   | 100,200                        |  |   | 108,000 | 
|Wages and benefits       |  |                              | 587,041   |                                |   | 558,230                        |  |   | 558,500 | 
|Stock-based compensation |  |                              | 933,616   |                                |   | 239,875                        |  |   | 38,222  | 
|                         |  |                              |           |                                |   |                                |  |   |         | 
|                         |  |                              | 1,628,657 |                                | $ | 958,305                        |  | $ | 764,722 | 
|                         |  |                              |           |                                |   |                                |  |   |         | 

C.
Interests of Experts and Counsel

Not Applicable.

49

---



ITEM
8 - FINANCIAL INFORMATION

A. Consolidated Statements and
Other Financial Information

This
annual report contains the audited Consolidated Financial Statements which
comprise the consolidated statements of: financial position as at December 31,
2016, December 31, 2015 and December 31, 2014, the consolidated statements of
profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the years ended
December 31, 2016, December 31, 2015 and December 31, 2014.

Reference
is made to the financial statements filed as part of this annual report on
pages FlF26.

Dividend Policy

Natcore
has never paid cash dividends on its common shares and does not anticipate
paying cash dividends in the foreseeable future.

Legal Proceedings and Regulatory
Actions

The Company is not currently involved in any litigation believed to be
material to the development of the Companys business objectives. To the best
of the Companys knowledge, no litigation is pending or threatened.

During
the twelve-month period ended December 31, 2016, there were no (i) penalties or
sanctions imposed against the Company by a court relating to securities
legislation or by a securities regulatory authority; (ii) penalties or
sanctions imposed by a court or regulatory body against the Company that would
likely be considered important to a reasonable investor in making an investment
decision, or (iii) settlement agreements the Company entered into before a
court relating to securities legislation or with a securities regulatory
authority.

B.Significant Changes

The
Company has not experienced any significant changes since the date of the financial
statements included with this annual report except as disclosed in this annual
report.

ITEM 9 -
THE OFFERING AND LISTING

A. Offering
and Listing Details

The
Companys common stock is quoted on the TSX Venture Exchange under the ticker
symbol NXT and on the OTCQB® marketplace under symbol NTCXF.

Trading
Price and Volume

The
high and low market prices expressed in Canadian dollar on the TSX Venture
Exchange for the Companys common shares for the last five financial years, for
the last six months, and each quarter for the last three fiscal years:

50

---



|                      |  |  |      |  |  |      | 
|--------------------- |  |  | ---- |  |  | ---- | 
|TSX
 Venture Exchange
|(Canadian
 Dollars)  
|                     
|Last Six Months       |  |  | High |  |  | Low  | 
|                      |  |  |      |  |  |      | 
|April 2017            |  |  | 0.26 |  |  | 0.19 | 
|March 2017            |  |  | 0.26 |  |  | 0.19 | 
|February 2017         |  |  | 0.37 |  |  | 0.19 | 
|January 2017          |  |  | 0.47 |  |  | 0.17 | 
|December 2016         |  |  | 0.24 |  |  | 0.15 | 
|November 2016         |  |  | 0.32 |  |  | 0.19 | 

|                                        |  |  |      |  |  |      | 
|--------------------------------------- |  |  | ---- |  |  | ---- | 
|2016                                    |  |  | High |  |  | Low  | 
|                                        |  |  |      |  |  |      | 
|Fourth Quarter ended
 December 31, 2016 |  |  | 0.34 |  |  | 0.14 | 
|Third Quarter ended
 September 30, 2016 |  |  | 0.54 |  |  | 0.24 | 
|Second Quarter ended June 30,
 2016     |  |  | 0.66 |  |  | 0.39 | 
|First Quarter ended March
 31, 2016     |  |  | 0.69 |  |  | 0.36 | 

|                                        |  |  |      |  |  |      | 
|--------------------------------------- |  |  | ---- |  |  | ---- | 
|2015                                    |  |  | High |  |  | Low  | 
|                                        |  |  |      |  |  |      | 
|Fourth Quarter ended
 December 31, 2015 |  |  | 0.6  |  |  | 0.3  | 
|Third Quarter ended
 September 30, 2015 |  |  | 0.8  |  |  | 0.44 | 
|Second Quarter ended June 30,
 2015     |  |  | 0.83 |  |  | 0.48 | 
|First Quarter ended March
 31, 2015     |  |  | 0.91 |  |  | 0.43 | 

|                                        |  |  |      |  |  |      | 
|--------------------------------------- |  |  | ---- |  |  | ---- | 
|2014                                    |  |  | High |  |  | Low  | 
|                                        |  |  |      |  |  |      | 
|Fourth Quarter ended
 December 31, 2014 |  |  | 0.74 |  |  | 0.43 | 
|Third Quarter ended
 September 30, 2014 |  |  | 0.96 |  |  | 0.56 | 
|Second Quarter ended June
 30, 2014     |  |  | 1.03 |  |  | 0.72 | 
|First Quarter ended March
 31, 2014     |  |  | 1.21 |  |  | 0.84 | 

|                                        |  |  |      |  |  |      | 
|--------------------------------------- |  |  | ---- |  |  | ---- | 
|2013                                    |  |  | High |  |  | Low  | 
|                                        |  |  |      |  |  |      | 
|Fourth Quarter ended
 December 31, 2013 |  |  | 1.39 |  |  | 0.71 | 
|Third Quarter ended
 September 30, 2013 |  |  | 0.85 |  |  | 0.55 | 
|Second Quarter ended June
 30, 2013     |  |  | 0.95 |  |  | 0.6  | 
|First Quarter ended March
 31, 2013     |  |  | 1.16 |  |  | 0.77 | 

|                       |  |  |      |  |  |      | 
|---------------------- |  |  | ---- |  |  | ---- | 
|Last Five Fiscal Years |  |  | High |  |  | Low  | 
|                       |  |  |      |  |  |      | 
|2016                   |  |  | 0.69 |  |  | 0.14 | 
|2015                   |  |  | 0.91 |  |  | 0.30 | 
|2014                   |  |  | 1.21 |  |  | 0.43 | 
|2013                   |  |  | 1.39 |  |  | 0.55 | 
|2012                   |  |  | 1.63 |  |  | 0.36 | 

ITEM 10 -
ADDITIONAL INFORMATION

A. Share Capital

Not
Applicable.

B. Articles and By-laws

The
Company incorporates by reference into this annual report the description of
its Articles and By-laws, contained in its F-1 registration statement (File No.
333-206666), as amended, initially filed with the SEC on August 31, 2015.

51

---



C. Material Contracts

Below is a description of material contracts
the Company entered into in the two years preceding the date of this annual
report other than contracts entered into in the ordinary course of business and
other than contracts described in Item 4. Information on the Company, Item
5. Operating and Financial Review and Prospects or elsewhere in this annual
report on Form 20-F:

(a)
Cooperative Joint Venture Contract between Zhuzhou Hexing Industrial Company
and Natcore Asia Technology, Limited dated September 21, 2010 providing the
terms of and conditions of the joint venture.

(b)
Registration Rights Agreement between Natcore and Dutchess dated August 21,
2015 providing Dutchess with registration rights for the shares of common stock
sold pursuant to the Investment Agreement.

D. Exchange Controls

Canada
has no system of currency exchange controls. There are no governmental laws,
decrees or regulations in Canada that restrict the export or import of capital,
including but not limited to, foreign exchange controls, or that affect the
remittance of dividends, interest or other payments to non-resident holders of
the Companys securities.

E. Taxation

The
following description is not intended to constitute a complete analysis of all
tax consequences relating to the acquisition, ownership and disposition of
Natcore common shares. Investors should consult his or her own tax advisor
concerning the tax consequences of the investors particular situation, as well
as any tax consequences that may arise under the laws of any state, local,
foreign or other taxing jurisdiction.

Canadian Income Taxation

The
following is a general discussion of all material Canadian federal income tax
consequences under current law, generally applicable to U.S. Holders (as
defined below) in respect of purchasing, owning and disposition of Natcore
common shares. This discussion is not a complete analysis or listing of all of
the possible Canadian federal income tax consequences and does not address all
tax considerations that may be relevant to investors in light of their
particular circumstances.

This
summary applies only to U.S. Holders who at all times for the purposes of the
Income Tax Act (Canada) (the Tax Act) is a non-resident of Canada, does not
hold his shares in the course of carrying on a business in Canada, holds his
common shares as capital property and deals at arms length with the Company
and is restricted to such circumstances. In addition, the summary does not
describe all of the Canadian federal income tax consequences that may be
relevant to U.S. Holders subject to special rules, such as:

| |   |                                        
| | - | ---------------------------------------
| | - | Bank and other financial
 institutions,
| | - | Insurance companies,                   
| | - | Traders and dealers in
 securities, or 
| | - | Tax-exempt organizations
 or entities. 

This
summary is based on the current provisions of the Tax Act and the regulations
there under, all specific proposals to amend the Tax Act and the regulations
there under publicly announced by or on behalf of the Minister of Finance
(Canada) prior to the date hereof (the Proposed Amendments), and the current
published administrative practices and assessing policies of the Canada Revenue
Agency.

This
summary assumes that the Proposed Amendments will be enacted as currently
proposed, although no assurance can be given that the Proposed Amendments will
be enacted in the form proposed or at all. Except for the Proposed Amendments,
this summary does not take into account nor anticipate any changes in law or
administrative practice, whether by judicial, legislative, governmental or
administrative decisions or action, nor does it take into account any
provincial, territorial or foreign tax considerations, which may differ
significantly from the Canadian federal income tax considerations discussed
herein.

This
summary is not and is not intended to be, nor should it be construed to be,
legal or tax advice to any particular U.S. Holder. Prospective U.S. Holders
should consult their own tax advisors regarding the Canadian tax consequences
to them of purchasing, owning and disposing of common shares in their
particular circumstances.

52

---



Dividends

A
U.S. Holder will be subject to Canadian withholding tax (Part XIII Tax) equal
to 25%, or such lower rate as may be available under a tax treaty, of the gross
amount of any dividend paid or deemed to be paid on the common shares. Under
the Canada-U.S. Income Tax Convention (1980) (the Treaty) the rate of Part
XIII Tax applicable to a dividend on common shares paid to a U.S. Holder who is
a resident of the United States and a qualifying person for purposes of the
Treaty is reduced from the 25% rate. Under the Treaty, the Company will be
required to withhold Part XIII Tax at a rate of 15% from each
dividend so paid and will be required to remit the amount withheld
directly to the Receiver General of Canada on behalf of the U.S. Holder. The
15% rate is further reduced to 5% if the Holder is a company owning
at least 10% of the voting shares of the Company.

Disposition of Common Shares

A U.S. Holder who disposes of a common share,
including a deemed disposition on death, will not be subject to Canadian tax on
any capital gain (or capital loss) thereby realized unless the common share
constitutes taxable Canadian property as defined by the Act. Generally, a
common share will not constitute taxable Canadian property of a U.S. Holder
unless the U.S. Holder held the common shares as property used by the
U.S. Holder in carrying on a business in Canada, or at any time within 60
months preceding the disposition, 25% or more of the issued shares of any class
of stock of the Company were owned by or belonged to the U.S. Holder, persons
with whom the U.S. Holder did not deal at arms length and/or partnerships in
which the U.S. Holder and non-arms length persons held a membership interest,
and more than 50% of the value of the common share is derived from real
property situated in Canada, Canadian resource properties, timber resource
properties or any option or interest in respect of such property.

A U.S. Holder who is a resident of the United States
and realizes a capital gain on the disposition of a common share that
is taxable Canadian property will nevertheless, by virtue of the Treaty,
generally be exempt from Canadian tax thereon unless (a) more than 50% of
the value of the common share is derived from real property situated in Canada
(including any option or similar right in respect thereof), rights to
explore for or exploit Canadian mineral deposits, sources and other natural
resources and rights to amounts computed by reference to the amount or
value of production from such resources, (b) the common share formed part
of the business property of a permanent establishment that the U.S. Holder has
or had in Canada within the 12 months preceding the disposition, or
(c) the Holder (i) is an individual who was a resident of Canada at
any time within the ten years immediately preceding, and for a total of 120
months during the 20 years preceding the disposition, (ii) owned the
common share when the individual ceased to be resident in Canada, and (iii) was
not a property that the individual was deemed to have disposed of when the
individual ceased to be a resident of Canada and became a resident of the United
States.

A Holder who is subject to Canadian tax in respect
of a capital gain realized on disposition of a common share must include one
half of the capital gain (taxable capital gain) in computing the Holders
taxable income earned in Canada. This Holder may, subject to certain
limitations, deduct one half of any capital loss (allowable capital loss)
arising on the disposition of other taxable Canadian
property (other than treaty protected property) realized in the year
of disposition and may deduct the capital loss (after taking into
account any difference in inclusion rates between the
particular year and year of disposition) realized
in any preceding year or any of the
three subsequent years from dispositions of other taxable Canadian
property (other than treaty protected property) to the extent the capital
loss was not deducted in any other year.

United
States Federal Income Taxation

The
following discussion sets forth the material U.S. federal income tax
consequences to U.S. Holders (as defined below) of purchasing, owning, and
disposing of common shares as of the date hereof. This discussion is not a
complete analysis or listing of all of the possible tax consequences and does
not address all tax considerations that may be relevant to investors in light of
their particular circumstances. This summary applies only to U.S. Holders that
hold common shares as capital assets for U.S. federal income tax purposes
(generally, property held for investment), and it does not describe all of the
U.S. federal income tax consequences that may be relevant to U.S. Holders
subject to special rules, such as:

| |    |                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------
| | 1. | banks
 and other financial institutions;                                                                                                
| |    |                                                                                                                                         
| | 2. | insurance
 companies;                                                                                                                   
| |    |                                                                                                                                         
| | 3. | regulated
 investment companies;                                                                                                        
| |    |                                                                                                                                         
| | 4. | real
 estate investment trusts;                                                                                                         
| |    |                                                                                                                                         
| | 5. | dealers
 and traders in securities that use mark-to-market accounting for U.S. federal
 income tax purposes;                            
| |    |                                                                                                                                         
| | 6. | U.S.
 Holders holding common shares as part of a hedging transaction, straddle,
 conversion transaction or other integrated transaction;

53

---



| |     |                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 7.  | U.S.
 Holders whose functional currency for U.S. federal income tax purposes is not
 the U.S. dollar;                                                           
| |     |                                                                                                                                                                 
| | 8.  | U.S.
 Holders liable for the alternative minimum tax;                                                                                                           
| |     |                                                                                                                                                                 
| | 9.  | tax-exempt
 organizations or entities, including an individual retirement account or
 Roth IRA as defined in Section 408 or 408A of the Code,
 respectively;
| |     |                                                                                                                                                                 
| | 10. | U.S.
 Holders that received the common shares as compensation for the performance
 of services;                                                                 
| |     |                                                                                                                                                                 
| | 11. | U.S.
 Holders holding common shares that own or are deemed to own 10% or more of
 the voting shares of the Company; or                                          
| |     |                                                                                                                                                                 
| | 12. | former
 citizens and residents of the United States subject to tax as expatriates.                                                                              

This
summary is based on the Internal Revenue Code of 1986, as amended (the Code),
administrative pronouncements, judicial decisions and final, temporary and
proposed Treasury regulations, all as currently in effect and available. These
authorities are subject to change, possibly with retroactive effect. U.S.
Holders should consult their own tax advisers concerning the U.S. federal,
state, local, and foreign tax consequences of purchasing, owning and disposing
of common shares in their particular circumstances.

For
purposes of this summary, a U.S. Holder is a beneficial owner of common
shares who is, for U.S. federal income tax purposes:

| |    |                                                                                                                                                                                                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | a
 citizen or individual resident of the United States;                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                              
| | 2. | a
 corporation, or other entity taxable as a corporation for U.S. federal income
 tax purposes, created or organized in or under the laws of the United States,
 any state thereof or the District of Columbia;                                                                              
| |    |                                                                                                                                                                                                                                                                                              
| | 3. | an
 estate, the income of which is subject to U.S. federal income taxation
 regardless of its source; or                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                              
| | 4. | a
 trust that (1) is subject to the primary supervision of a U.S. court and
 one or more U.S. persons that have the authority to control all substantial
 decisions of the trust or (2) has a valid election in effect under
 applicable Treasury regulations to be treated as a U.S. person.

If
a partnership (or other entity treated as a partnership for U.S. federal income
tax purposes) holds the common shares, the tax treatment of a partner in such
partnership generally will depend upon the status of the partner and upon the
activities of the partnership. Prospective investors who are partners in a
partnership should consult their tax advisers as to the particular U.S. federal
income tax consequences of purchasing, owning and disposing of common shares in
their particular circumstances.

This
summary does not address the U.S. federal estate and gift, state, local or
non-U.S. tax consequences to U.S. Holders of purchasing, owning, and disposing
of common shares. Prospective investors should consult their own tax advisors
regarding the U.S. federal, state and local, as well as non-U.S. income and
other tax consequences of purchasing, owning and disposing of common shares in
their particular circumstances.

Taxation of distributions

Distributions
paid on common shares will be treated as dividends to the extent paid out of the
Companys current or accumulated earnings and profits (as determined under U.S.
federal income tax principles). Such dividends paid to a U.S. Holder with
respect to common shares generally will be taxable as ordinary income at the
time of receipt by a U.S. Holder. Distributions in excess of the Companys
current and accumulated earnings and profits will be treated first as a
non-taxable return of capital, thereby reducing such U.S. Holders adjusted tax
basis in common shares (but not below zero), and thereafter as either long-term
or short-term capital gain depending upon whether the U.S. Holder has held
common shares for more than one year as of the time such distribution is
received. Because the Company does not maintain calculations of its earnings and
profits under U.S. federal income tax principles, it is expected that
distributions generally will be reported to U.S. Holders as dividends.
Distributions of additional common shares to U.S. Holders that are part of a
pro rata distribution to all of the Companys shareholders generally will not
be subject to U.S. federal income tax. The amount of any distribution of
property other than cash will be the fair market value of such property on the
date of distribution. As used below, the term dividend means a distribution
that constitutes a dividend for U.S. federal income tax purposes.

With
respect to non-corporate U.S. Holders, dividends received may be subject to
reduced rates of taxation provided that the Companys common shares are readily
tradable on a qualifying U.S. securities market and that (i) such U.S.
Holder holds such common shares for 61 days or more during the 121-day
period beginning on the date which is 60 days before the date on which
such shares become ex-dividend with respect to such dividends and (ii) the
U.S. Holder is not under an obligation (whether pursuant to a short sale or
otherwise) to make related payments with respect to existing or substantially
similar or related property. The Companys common shares are expected to be readily
tradable 12 months after this registration.

54

---



Dividends
received on the common shares will be treated as foreign source income and will
not be eligible for the dividends-received deduction generally allowed to U.S.
corporations under the Code.

Sale or other taxable disposition of
shares

For
U.S. federal income tax purposes, gain or loss realized on the sale or other
taxable disposition of common shares will be capital gain or loss, and will be
long-term capital gain or loss if a U.S. Holder held common shares for more
than one year. Non-corporate U.S. Holders may be eligible for preferential
rates of U.S. federal income tax in respect of long-term capital gains. The
deductibility of capital losses is subject to limitations under the Code.

The
amount of the gain or loss realized will be equal to the difference between a
U.S. Holders adjusted tax basis in the common shares disposed of and the
amount realized on the disposition. Such gain or loss generally will be
U.S.-source gain or loss for U.S. foreign tax credit purposes. A U.S. Holders
initial tax basis in its common shares will be the amount paid for the common
shares.

Medicare tax

Certain
U.S. Holders that are individuals, estates or trusts are subject to a 3.8% tax
on all or a portion of their net investment income, which may include all or
a portion of their dividend income and net gains from the disposition of common
shares. Each U.S. Holder that is an individual, estate or trust is urged to
consult its tax advisors regarding the applicability of the Medicare tax to its
income and gains in respect of its investment in the common shares.

Information reporting and backup
withholding

Payments
of dividends and proceeds from the sale or other taxable disposition that are
made within the United States or through certain U.S.-related financial
intermediaries generally are subject to information reporting, and may be
subject to backup withholding, unless (1) the U.S. Holder is a corporation
or other exempt recipient or (2) in the case of backup withholding, the
U.S. Holder provides a correct taxpayer identification number and certifies
that it is not subject to backup withholding.

The
amount of any backup withholding from a payment to a U.S. Holder will be
allowed as a credit against a U.S. Holders U.S. federal income tax liability
and may entitle such holder to a refund, provided that the required information
is timely furnished to the United States Internal Revenue Service.

Foreign asset reporting

Certain
U.S. Holders who are individuals are required to report information relating to
an interest in common shares, subject to certain exceptions (including an
exception for common shares held in accounts maintained by U.S. financial
institutions). U.S. Holders are urged to consult their tax advisors regarding their
information reporting obligations, if any, with respect to their ownership and
disposition of common shares.

F.
Dividends and Paying Agents

Not
Applicable.

G.Statement by
Experts

Not
Applicable.

H.Documents on
Display

The
Company is subject to the periodic reporting and other informational
requirements of the Exchange Act. Under the Exchange Act, the Company is
required to file reports and other information with the SEC. Specifically, the
Company is required to file annually a Form 20-F within four months after the
end of each fiscal year for fiscal years ending on or after December 15, 2011.
Copies of reports and other information, when so filed, may be inspected
without charge and may be obtained at prescribed rates at the public reference
facilities maintained by the Securities and Exchange Commission at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain
information regarding the Washington, D.C. Public Reference Room by calling the
Commission at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov
that contains reports, proxy and information statements, and other information
regarding registrants that make electronic filings with the SEC using its EDGAR
system. As a foreign private issuer, the Company is exempt from the rules under
the Exchange Act prescribing the furnishing and content of quarterly reports
and proxy statements, and officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery provisions contained in
Section 16 of the Exchange Act.

55

---



|                          | 
|------------------------- | 
|I. Subsidiary Information

For
a listing of the Companys subsidiaries, see Item 4. Information on the
CompanyC. Organizational Structure.

ITEM 11 -
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Credit
 risk is the risk that one party to a financial instrument will fail to
 discharge an obligation and cause the other party to incur a financial loss.
 The Companys primary exposure to credit risk is on its cash, and cash
 equivalents. The majority of cash is deposited in bank accounts held with
 major banks in Canada and the United States. As most of the Companys cash is
 held by two banks there is a concentration of credit risk. This risk is
 managed by using major banks that are high credit quality financial
 institutions as determined by rating agencies. The Companys secondary
 exposure to risk is on its receivables. The risk is considered to be minimal.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Liquidity Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Liquidity
 risk is the risk that the Company will not be able to meet its financial
 obligations as they fall due. The Company has a planning and budgeting
 process in place to help determine the funds required to support the
 Companys normal operating requirements on an ongoing basis. The Company
 ensures that there are sufficient funds to meet its short-term business
 requirements, taking into account its anticipated cash flows from operations
 and its holdings of cash and cash equivalents.                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Historically,
 the Companys sole source of funding has been the issuance of equity
 securities for cash, primarily through private placements. The Companys
 access to financing is always uncertain. There can be no assurance of
 continued access to significant equity funding.                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The
 following is an analysis of the contractual maturities of the Companys
 non-derivative financial liabilities as at December 31, 2016:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|                                        |  |   |                  |  |   |                             |  |   |                       | 
|--------------------------------------- |  | - | ---------------- |  | - | --------------------------- |  | - | --------------------- | 
|                                        |  |   | Within One
 Year |  |   | Between
 One and Five Years |  |   | More Than
 Five Years | 
|                                        |  |   |                  |  |   |                             |  |   |                       | 
|Trade Payables and Accrued
 Liabilities |  | $ | 1,192,636        |  | $ |                            |  | $ |                      | 
|                                        |  |   |                  |  |   |                             |  |   |                       | 

| |                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Foreign Exchange Risk                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                            
| | Foreign
 exchange risk is the risk that the fair values of future cash flows of a
 financial instrument will fluctuate because they are denominated in
 currencies that differ from the respective functional currency. The Company
 does not hedge its exposure to fluctuations in foreign exchange rates.
| |                                                                                                                                                                                                                                                                                                            
| | The
 following is an analysis of the United States dollar equivalent of financial
 assets and liabilities that are denominated in Canadian dollars:                                                                                                                                                        

|                          |  |   |                    |  |   |                    | 
|------------------------- |  | - | ------------------ |  | - | ------------------ | 
|                          |  |   | December
 31, 2016 |  |   | December
 31, 2015 | 
|                          |  |   |                    |  |   |                    | 
|Cash and cash equivalents |  | $ | 21,933             |  | $ | 295,019            | 
|                          |  |   |                    |  |   |                    | 

| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Based
 on the above net exposures, a 1% change in the Canadian dollar to United
 States dollar exchange rate would impact the Companys net loss by $1,188 and
 $1,969 at December 31, 2016 and 2015, respectively.

56

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest Rate Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Interest
 rate risk is the risk that the fair value of future cash flows of a financial
 instrument will fluctuate because of changes in market interest rates. The
 Company is exposed to interest rate risk on its cash equivalents as these
 instruments have original maturities of three months or less and are
 therefore exposed to interest rate fluctuations on renewal. A 1% change in
 market interest rates would have an impact on the Companys net loss of
 approximately $1,000.

ITEM 12 -
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not
Applicable.

ITEM 13 -
DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

Not
Applicable.

ITEM 14 -
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not
Applicable.

ITEM 15 -
CONTROLS AND PROCEDURES

|                                      | 
|------------------------------------- | 
|A.Disclosure
 Controls and Procedures

The
Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
have evaluated the effectiveness of the design and operation of the Companys
disclosure controls and procedures, and assessed the design of the Companys
internal control over financial reporting as of December 31, 2016. As required
by Rule 13(a)-15 under the Exchange Act, in connection with this Annual Report
on Form 20-F, under the direction of the Companys CEO the Company has
evaluated its disclosure controls and procedures as of December 31, 2016, and
has concluded its disclosure controls and procedures were effective as at
December 31, 2016.

|                                                                                     | 
|------------------------------------------------------------------------------------ | 
|B.Managements annual report on internal
 control over financial reporting (ICOFR)

Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and l 5d-l 5(f) under the
Exchange Act. I nternal control over financial reporting has been designed to
provide reasonable assurance with respect to the reliability of financial
reporting and the presentation of financial statements for external purposes in
accordance with IFRS. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
systems objectives will be met. Further, the design of a control system must
reflect the fact that there are resource constraints. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Companys Company have been detected.

As
of the date of this filing, the Company has in place controls and procedures to
maintain appropriate segregation of duties in its manual and computer based
business processes that the Company believes are appropriate for a company of
its size and extent of business transactions. Under the supervision and with
the participation of the CEO and CFO, Management assessed the effectiveness of
the Companys internal control over financial reporting as of December 31,
2016. In making their assessment, Management used the control objectives
established in the 1992 Committee of Sponsoring Organizations of the Treadway
Commission (COSO) framework over Financial Reporting. Based upon that
assessment, Management concluded that the Companys internal control over financial
reporting was effective at the reasonable assurance level as of December 31,
2016.

|                                                           | 
|---------------------------------------------------------- | 
|C.Attestation
 Report of registered public accounting firm

This
annual teport does not include an attestation report of the Companys
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by the Companys
registered public accounting firm pursuant to (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010, which permits the Company to
provide only managements report in this Annual Report; the Dodd-Frank Act
permits a non-accelerated filer to provide only managements report on
internal control over financial reporting in an Annual Report and omit an
attestation report of the issuers registered public accounting firm regarding
managements report on internal control over financial reporting and (ii) as
the Company qualifies as an emerging growth company under section 3(a) of the
Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and is
therefore exempt from the attestation requirement.

57

---



D.Changes in internal controls over financial
reporting

There
were no changes in the Companys internal controls over financial reporting
identified in connection with the evaluation required by paragraph (d) of 17
CFR 240.13a-15 or 240.lSd-15 that occurred during the period covered by this
annual report that has materially affected, or is reasonably likely to
materially affect, the issuers internal control over financial reporting.

ITEM 16A -
AUDIT COMMITTEE FINANCIAL EXPERT

The Audit Committee has various
responsibilities as set forth in National Instrument 52-110 (NI 52-110). The
Board has adopted a Charter for the Audit Committee which sets out the Audit
Committees mandate, organization, powers and responsibilities.

The Audit Committee consists of three
directors. Unless a company is a venture issuer (an issuer the securities of
which are not listed or quoted on any of the Toronto Stock Exchange, a market
in the United States of America other than the over-the-counter market, or a
market outside of Canada and the U.S.A.) as of the end of its last financial
year, NI 52-110 requires each of the members of the Committee to be independent
and financially literate. Since the Company is a venture issuer (its
securities are listed on the TSX Venture Exchange, but are not listed or quoted
on any other exchange or market) it is exempt from this requirement. In
addition, the Companys governing corporate legislation requires the Company to
have an Audit Committee composed of a minimum of three directors, a majority of
whom are not officers or employees of the Company.

The members of the audit committee are Charles
Provini, John Calhoun and Brien Lundin. Mr. Provini is not considered an
independent member of the audit committee given his role as the Companys CEO.
All other members of the audit committee are considered independent. All
members are considered financially literate.

ITEM 16B -
CODE OF ETHICS

The
Company has adopted a code of ethics that applies to the Companys directors,
officers and employees. A copy of the Companys code of ethics is posted in the
Corporate Governance section of the Natcore Technology, Inc. website, and may
be viewed at http://www.natcoresolar.com/corporate/corporate-governance/. The
Company will also provide a hard copy of its code of ethics free of charge upon
written request of a shareholder. Shareholders may direct their requests to the
attention of Investor Relations, Natcore Technology, Inc., 189 N. West Street,
Rochester, NY 14604-1163. No waivers of the Companys code of ethics were
granted to the Companys principal executive officer, principal financial
officer, principal accounting officer or controller or persons performing
similar functions during the fiscal year ended December 2016.

ITEM 16C -
PRINCIPAL ACCOUNTANT FEES AND SERVICES

The
audit committee has reviewed the nature and amount of the services provided by
Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, to the Company to
ensure auditor independence. Fees incurred with Dale Matheson Carr-Hilton
LaBonte LLP for audit services in the last two fiscal years are outlined below:

|                      |               |                         |             |                   
|--------------------- | ------------- | ----------------------- | ----------- | ------------------
|Financial
 Year Ended | Audit Fees(1) | Audit
 Related Fees (2) | Tax Fees(3) | All Other
 Fees(4)
|                      |               |                         |             |                   
|2016                  | $28,500       | Nil                     | $2,000      | Nil               
|                      |               |                         |             |                   
|2015                  | $30,975       | Nil                     | $3,150      | Nil               

|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|_______________
|(1)             | Audit Fees include fees necessary to perform
 the annual audit and quarterly reviews of the Companys consolidated
 financial statements. Audit Fees include fees for review of tax provisions
 and for accounting consultations on matters reflected in the financial
 statements. Audit Fees also include audit or other attest services required
 by legislation or regulation, such as comfort letters, consents, reviews of
 securities filings and statutory audits.
|(2)             | Audit-Related Fees include services that are
 traditionally performed by the auditor. These audit-related services include
 employee benefit audits, due diligence assistance, accounting consultations
 on proposed transactions, internal control reviews and audit or attest
 services not required by legislation or regulation.                                                                                                                                      
|(3)             | Tax Fees include fees for all tax services
 other than those included in Audit Fees and Audit-Related Fees. This
 category includes fees for tax compliance, tax planning and tax advice. Tax
 planning and tax advice includes assistance with tax audits and appeals, tax
 advice related to mergers and acquisitions, and requests for rulings or
 technical advice from tax authorities.                                                                          
|(4)             | All Other Fees includes all other non-audit
 services.                                                                                                                                                                                                                                                                                                                                                                                                                   

58

---



ITEM 16D -
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

The Company is relying on the exemptions
provided for in Section 6.1 of NI 52-110 in respect of the composition of its
audit committee and in respect of certain of its reporting obligations under NI
52-110.

ITEM 16E -
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither
the Company nor, to the Companys knowledge, any affiliated purchaser has made
any purchases of the Companys registered shares during the last financial
year.

ITEM 16F -
CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

Not
applicable.

ITEM 16G -
CORPORATE GOVERNANCE

Not
Applicable

ITEM 16H -
MINE SAFETY DISCLOSURE

Not
Applicable.

ITEM 17 -
FINANCIAL STATEMENTS

See
Item 18.

ITEM 18 -
FINANCIAL STATEMENTS

The
financial statements and schedules appear on pages F-1 through F-24 of this
Annual Report and are incorporated herein by reference.

59

---



ITEM 19 -
EXHIBITS

Financial
Statements

|                                |  |          
|------------------------------- |  | ---------
|Description                     |  | Page     
|                                |  |          
|Financial Statements and
 Notes |  | F1
  F26

Exhibit
List

|     |                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|#    | Description                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|1.1  | Articles
 of Syracuse Capital Corp. (incorporated herein by reference to Exhibit 3.1 to
 the Registrants Registration Statement on Form F-1 (file No. 333-20666), as
 amended, filed with the Securities and Exchange Commission on September 25,
 2015)                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.1  | Employment
 contracts/executive employment agreements (incorporated herein by reference
 to Exhibit 10.1 to the Registrants Registration Statement on Form F-1 (file
 No. 333-20666), as amended, filed with the Securities and Exchange Commission
 on September 25, 2015)                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.2  | March
 31, 2004 License Agreement Between Natcore and William Marsh Rice University
 (incorporated herein by reference to Exhibit 10.2 to the Registrants
 Registration Statement on Form F-1 (file No. 333-20666), as amended, filed
 with the Securities and Exchange Commission on September 25, 2015)                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.3  | July
 29, 2008 Amendment to License Agreement Between Natcore and William Marsh
 Rice University (incorporated herein by reference to Exhibit 10.3 to the
 Registrants Registration Statement on Form F-1 (file No. 333-20666), as
 amended, filed with the Securities and Exchange Commission on September 25,
 2015)                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.4  | September
 1, 2009 Sponsored Research Agreement Between Natcore and William Marsh Rice
 University (incorporated herein by reference to Exhibit 10.4 to the
 Registrants Registration Statement on Form F-1 (file No. 333-20666), as
 amended, filed with the Securities and Exchange Commission on September 25,
 2015)                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.5  | May
 10, 2012 Amendment to License Agreement Between Natcore and William Marsh
 Rice University (incorporated herein by reference to Exhibit 10.5 to the
 Registrants Registration Statement on Form F-1 (file No. 333-20666), as
 amended, filed with the Securities and Exchange Commission on September 25,
 2015)                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.6  | January
 5, 2012 License Agreement Between Alliance for Sustainable Energy, LLC and
 Natcore (incorporated herein by reference to Exhibit 10.8 to the Registrants
 Registration Statement on Form F-1 (file No. 333-20666), as amended, filed
 with the Securities and Exchange Commission on September 25, 2015)                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.7  | July
 27, 2012 Amendment to License Agreement Between Alliance for Sustainable
 Energy, LLC and Natcore (incorporated herein by reference to Exhibit 10.9 to
 the Registrants Registration Statement on Form F-1 (file No. 333-20666), as
 amended, filed with the Securities and Exchange Commission on September 25,
 2015)                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.8  | January
 22, 2014 Amendment to License Agreement Between Alliance for Sustainable
 Energy, LLC and Natcore (incorporated herein by reference to Exhibit 10.10 to
 the Registrants Registration Statement on Form F-1 (file No. 333-20666), as
 amended, filed with the Securities and Exchange Commission on September 25,
 2015)                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.9  | September
 21, 2010 Cooperative Joint Venture Contract Between Zhuzhou Hexing Industrial
 Company and Natcore Asia Technology, Limited (Chinese Version) (incorporated
 herein by reference to Exhibit 10.12 to the Registrants Registration
 Statement on Form F-1 (file No. 333-20666), as amended, filed with the
 Securities and Exchange Commission on September 25, 2015) 
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.10 | September
 21, 2010 Cooperative Joint Venture Contract Between Zhuzhou Hexing Industrial
 Company and Natcore Asia Technology, Limited (American Version) (incorporated
 herein by reference to Exhibit 10.13 to the Registrants Registration
 Statement on Form F-1 (file No. 333-20666), as amended, filed with the
 Securities and Exchange Commission on September 25, 2015)
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.11 | Investment
 Agreement dated August 21, 2015 between Natcore Technology, Inc. and Dutchess
 Opportunity Fund, II, LP (incorporated herein by reference to Exhibit 10.16
 to the Registrants Registration Statement on Form F-1 (file No. 333-20666),
 as amended, filed with the Securities and Exchange Commission on September
 25, 2015)                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|4.12 | Registration
 Rights Agreement dated August 21, 2015 between Natcore Technology, Inc. and
 Dutchess Opportunity Fund, II, LP(incorporated herein by reference to Exhibit
 10.17 to the Registrants Registration Statement on Form F-1 (file No.
 333-20666), as amended, filed with the Securities and Exchange Commission on
 September 25, 2015)                              
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|12.1 | Rule
 13a-14(a)/15d-14(a) Certification of Principal Executive Officer                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|12.2 | Rule
 13a-14(a)/15d-14(a) Certification of Principal Financial Officer                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|13.1 | Certification
 of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|13.2 | Certification
 of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                          

60

---



NATCORE TECHNOLOGY INC.
Consolidated Financial Statements
For Years Ended December 31, 2016 and 2015

Expressed in United States Dollars

---



(MESSAGE)

INDEPENDENT AUDITORS REPORT

To the Shareholders of Natcore Technology Inc.

We have audited the accompanying consolidated
financial statements of Natcore Technology Inc., which comprise of the
consolidated statements of financial position as at December 31, 2016 and 2015,
and the consolidated statements of comprehensive loss, changes in equity
(deficit) and cash flows for the years ended December 31, 2016, 2015 and 2014,
and a summary of significant accounting policies and other explanatory
information.

Managements Responsibility for
the Consolidated Financial Statements

Management is responsible for the preparation
and fair presentation of these consolidated financial statements in accordance
with International Financial Reporting Standards as issued by the International
Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or
error.

Auditors Responsibility

Our responsibility is to express an opinion on
these consolidated financial statements based on our audits. We conducted our
audits in accordance with Canadian generally accepted auditing standards and
the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.

An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditors judgment,
including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control relevant to the
entitys preparation and fair presentation of the consolidated financial
statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entitys internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have
obtained in our audits is sufficient and appropriate to provide a basis for our
audit opinion.

Opinion

In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of
Natcore Technology Inc. as at December 31, 2016 and 2015, and its financial
performance and its cash flows for the years ended December 31, 2016, 2015 and
2014 in accordance with International Financial Reporting Standards as issued
by the International Accounting Standards Board.

Emphasis of Matter

Without qualifying our opinion, we draw
attention to Note 1 in the consolidated financial statements which describes
certain conditions that indicate the existence of a material uncertainty that
casts substantial doubt about the Natcore Technology Inc.s ability to continue
as a going concern.

|                  |                                       
|----------------- | --------------------------------------
|                  | /s/ DMCL                              
|                  |                                       
|                  | DALE MATHESON
 CARR-HILTON LABONTE LLP
|                  | CHARTERED PROFESSIONAL
 ACCOUNTANTS   
|Vancouver, Canada |                                       
|May 1, 2017       |                                       

(MESSAGE)

---



Natcore Technology Inc.
Consolidated Statements of Financial Position 
(Expressed in United States Dollars)



|                                       |  |  |       |  |      |             |      |   |             |  
|-------------------------------------- |  |  | ----- |  | ---- | ----------- | ---- | - | ----------- | -
|                                       |  |  | Notes |  | 2016 |             | 2015 |  
|                                       |  |  |       |  |      |             |      |  
|ASSETS                                 |  |  |       |  |      |             |      |   |             |  
|Current assets                         |  |  |       |  |      |             |      |   |             |  
|Cash and cash equivalents              |  |  | 4     |  | $    | 23,252      |      | $ | 521,521     |  
|Receivables                            |  |  | 5     |  |      | 12,071      |      |   | 29,057      |  
|Prepaid expenses                       |  |  |       |  |      | 55,187      |      |   | 148,076     |  
|                                       |  |  |       |  |      |             |      |   |             |  
|                                       |  |  |       |  |      | 90,510      |      |   | 698,654     |  
|                                       |  |  |       |  |      |             |      |   |             |  
|Non-current assets                     |  |  |       |  |      |             |      |   |             |  
|Equipment                              |  |  | 6     |  |      | 223,325     |      |   | 366,729     |  
|                                       |  |  |       |  |      |             |      |   |             |  
|TOTAL ASSETS                           |  |  |       |  | $    | 313,835     |      | $ | 1,065,383   |  
|                                       |  |  |       |  |      |             |      |   |             |  
|                                       |  |  |       |  |      |             |      |   |             |  
|LIABILITIES                            |  |  |       |  |      |             |      |   |             |  
|Current liabilities                    |  |  |       |  |      |             |      |   |             |  
|Trade payables and accrued liabilities |  |  | 7     |  | $    | 1,192,636   |      | $ | 749,985     |  
|Derivative liability                   |  |  | 8     |  |      | 367,346     |      |   | 1,135,157   |  
|                                       |  |  |       |  |      |             |      |   |             |  
|TOTAL LIABILITIES                      |  |  |       |  |      | 1,559,982   |      |   | 1,885,142   |  
|                                       |  |  |       |  |      |             |      |   |             |  
|                                       |  |  |       |  |      |             |      |   |             |  
|DEFICIT                                |  |  |       |  |      |             |      |   |             |  
|Share capital                          |  |  | 9     |  |      | 16,417,322  |      |   | 15,690,371  |  
|Share-based payment reserve            |  |  | 9,10  |  |      | 4,275,173   |      |   | 3,375,710   |  
|Share subscriptions received           |  |  | 9     |  |      |            |      |   | 31,102      |  
|Accumulated deficit                    |  |  |       |  |      | (21,938,642 | )    |   | (19,916,942 | )
|                                       |  |  |       |  |      |             |      |   |             |  
|TOTAL DEFICIT                          |  |  |       |  |      | (1,246,147  | )    |   | (819,759    | )
|                                       |  |  |       |  |      |             |      |   |             |  
|TOTAL LIABILITIES AND
 DEFICIT         |  |  |       |  | $    | 313,835     |      | $ | 1,065,383   |  
|                                       |  |  |       |  |      |             |      |   |             |  

|                                      |    | 
|------------------------------------- | -- | 
|Nature and continuance of
 operations | 1  | 
|Commitments                           | 14 | 
|Subsequent events                     | 17 | 

Approved on behalf
of the Board:



|                |  |                
|--------------- |  | ---------------
|John
 Calhoun |  | Brien
 Lundin
|                |  |                
|                |  |                
| Director      |  |  Director     

The accompanying notes are an integral part
of these consolidated financial statements.

F-3

---



Natcore Technology Inc.
Consolidated Statements of Comprehensive Loss 
(Expressed in United States Dollars)

|                                                                   |  |       |    |                                   |   |            |   |      |            |   |   |            |  
|------------------------------------------------------------------ |  | ----- | -- | --------------------------------- | - | ---------- | - | ---- | ---------- | - | - | ---------- | -
|                                                                   |  |       |    | For the Years Ended
 December 31, |  
|                                                                   |  |       |    |                                   |  
|                                                                   |  | Notes |    | 2016                              |   | 2015       |   | 2014 |           
|                                                                   |  |       |    |                                   |   |            |   |      |           
|Expenses                                                           |  |       |    |                                   |   |            |   |      |            |   |   |            |  
|Consulting                                                         |  |       |    |                                   | $ | 124,652    |   | $    | 181,589    |   | $ | 229,792    |  
|Depreciation and amortization                                      |  |       | 6  |                                   |   | 146,946    |   |      | 279,527    |   |   | 412,492    |  
|Filing Fees                                                        |  |       |    |                                   |   | 45,172     |   |      | 25,016     |   |   | 34,090     |  
|Foreign exchange loss                                              |  |       |    |                                   |   | 16,457     |   |      | 5,159      |   |   | 41,344     |  
|Interest and bank charges                                          |  |       |    |                                   |   | 2,698      |   |      | 2,383      |   |   | 1,581      |  
|Marketing                                                          |  |       |    |                                   |   | 341,104    |   |      | 268,853    |   |   | 81,401     |  
|Office and other operational expenses                              |  |       |    |                                   |   | 201,736    |   |      | 216,811    |   |   | 273,264    |  
|Professional fees                                                  |  |       |    |                                   |   | 219,016    |   |      | 335,762    |   |   | 213,888    |  
|Research and development                                           |  |       | 16 |                                   |   | 1,137,422  |   |      | 1,203,716  |   |   | 1,634,864  |  
|Stock-based compensation                                           |  |       | 9  |                                   |   | 869,130    |   |      | 387,648    |   |   | 301,732    |  
|Travel                                                             |  |       |    |                                   |   | 37,472     |   |      | 45,858     |   |   | 73,922     |  
|Wages and salaries                                                 |  |       |    |                                   |   | 763,223    |   |      | 778,339    |   |   | 770,105    |  
|                                                                   |  |       |    |                                   |   |            |   |      |            |   |   |            |  
|                                                                   |  |       |    |                                   |   | (3,905,028 | ) |      | (3,730,661 | ) |   | (4,068,475 | )
|Other income (expense)                                             |  |       |    |                                   |   |            |   |      |            |   |   |            |  
|Fair value adjustment on warrants                                  |  |       | 9  |                                   |   | 1,880,587  |   |      | 226,827    |   |   | 1,842,317  |  
|Other income                                                       |  |       |    |                                   |   | 1,932      |   |      | 14,124     |   |   |           |  
|Interest income                                                    |  |       |    |                                   |   | 809        |   |      | 1,581      |   |   | 32,626     |  
|                                                                   |  |       |    |                                   |   |            |   |      |            |   |   |            |  
|Net and
 comprehensive loss for the year                           |  |       |    |                                   | $ | (2,021,700 | ) | $    | (3,488,129 | ) | $ | (2,193,532 | )
|                                                                   |  |       |    |                                   |   |            |   |      |            |   |   |            |  
|Loss per share 
 basic and diluted                                |  |       |    |                                   | $ | (0.03      | ) | $    | (0.07      | ) | $ | (0.05      | )
|                                                                   |  |       |    |                                   |   |            |   |      |            |   |   |            |  
|Weighted average
 number of shares outstanding  basic and diluted |  |       |    |                                   |   | 60,007,618 |   |      | 51,329,138 |   |   | 42,294,310 |  
|                                                                   |  |       |    |                                   |   |            |   |      |            |   |   |            |  

The accompanying notes are an integral part
of these consolidated financial statements.

F-4

---



Natcore Technology Inc.
Consolidated Statement of Changes in Equity (Deficit) 
(Expressed in United States Dollars)

|                                                                             |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |   |   |             |   |   |            |  
|---------------------------------------------------------------------------- |  | ----- |  | ---------------- | ---------- | ------ | - | --------------------------- | - | ----------------------------- | --------- | ------- | - | ---------- | - | - | ----------- | - | - | ---------- | -
|                                                                             |  |       |  | Share capital    |            |        |   |                             |   |                               |           |         |  
|                                                                             |  |       |  |                  |            |        |   |                             |   |                               |           |         |  
|                                                                             |  | Notes |  | Number of shares |            | Amount |   | Share-based payment reserve |   | Share subscriptions
 received |           | Deficit |   | Total      |  
|                                                                             |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |  
|Balance at December 31, 2013                                                 |  |       |  |                  | 46,095,119 |        | $ | 13,030,362                  |   | $                             | 2,857,272 |         | $ |           |   | $ | (14,235,281 | ) | $ | 1,652,353  |  
|Comprehensive loss for the year                                              |  |       |  |                  |           |        |   |                            |   |                               |          |         |   |           |   |   | (2,193,532  | ) |   | (2,193,532 | )
|Stock-based compensation                                                     |  | 9     |  |                  |           |        |   |                            |   |                               | 301,732   |         |   |           |   |   |            |   |   | 301,732    |  
|Transactions with owners, in their
 capacity as owners, and other transfers: |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |   |   |             |   |   |            |  
|Shares issued for cash  options
 exercise                                   |  |       |  |                  | 100,000    |        |   | 62,624                      |   |                               | (25,898   | )       |   |           |   |   |            |   |   | 36,726     |  
|Shares issued for cash  warrants
 exercise                                  |  |       |  |                  | 1,666,383  |        |   | 884,270                     |   |                               | (176,142  | )       |   |           |   |   |            |   |   | 708,128    |  
|Subscriptions received                                                       |  |       |  |                  |           |        |   |                            |   |                               |          |         |   | 313,874    |   |   |            |   |   | 313,874    |  
|                                                                             |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |   |   |             |   |   |            |  
|Balance at December 31, 2014                                                 |  |       |  |                  | 47,861,502 |        |   | 13,977,256                  |   |                               | 2,956,964 |         |   | 313,874    |   |   | (16,428,813 | ) |   | 819,281    |  
|Comprehensive loss for the year                                              |  |       |  |                  |           |        |   |                            |   |                               |          |         |   |           |   |   | (3,488,129  | ) |   | (3,488,129 | )
|Shares issued for services                                                   |  | 9     |  |                  | 325,000    |        |   | 111,764                     |   |                               |          |         |   |           |   |   |            |   |   | 111,764    |  
|Stock-based compensation                                                     |  | 9     |  |                  |           |        |   |                            |   |                               | 387,648   |         |   |           |   |   |            |   |   | 387,648    |  
|Transactions with owners, in their
 capacity as owners, and other transfers: |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |   |   |             |   |   |            |  
|Shares issued for cash  private
 placement                                  |  | 9     |  |                  | 8,146,745  |        |   | 3,017,290                   |   |                               |          |         |   | (313,874   | ) |   |            |   |   | 2,703,416  |  
|Derivative liability  warrants issued                                       |  | 9     |  |                  |           |        |   | (1,237,161                  | ) |                               |          |         |   | (1,237,161 | ) |   |             |   |   |            |  
|Issuance costs  finders warrants                                           |  | 9     |  |                  |           |        |   | (31,098                     | ) |                               | 31,098    |         |   |           |   |   |            |   |   |           |  
|Issuance costs  cash                                                        |  | 9     |  |                  |           |        |   | (147,680                    | ) |                               |          |         |   |           |   |   |            |   |   | (147,680   | )
|Subscriptions received                                                       |  |       |  |                  |           |        |   |                            |   |                               |          |         |   | 31,102     |   |   |            |   |   | 31,102     |  
|                                                                             |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |   |   |             |   |   |            |  
|Balance at December 31, 2015                                                 |  |       |  |                  | 56,333,247 |        |   | 15,690,371                  |   |                               | 3,375,710 |         |   | 31,102     |   |   | (19,916,942 | ) |   | (819,759   | )
|Comprehensive loss for the year                                              |  |       |  |                  |           |        |   |                            |   |                               |          |         |   |           |   |   | (2,021,700  | ) |   | (2,021,700 | )
|Stock-based compensation                                                     |  | 9     |  |                  |           |        |   |                            |   |                               | 869,130   |         |   |           |   |   |            |   |   | 869,130    |  
|Transactions with owners, in their
 capacity as owners, and other transfers: |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |   |   |             |   |   |            |  
|Shares issued for cash  private
 placements                                 |  | 9     |  |                  | 8,095,055  |        |   | 1,968,209                   |   |                               |          |         |   | (31,102    | ) |   |            |   |   | 1,937,107  |  
|Shares issued for services                                                   |  | 9     |  |                  | 400,000    |        |   | 124,000                     |   |                               |          |         |   |           |   |   |            |   |   | 124,000    |  
|Shares issued for cash  options
 exercise                                   |  | 9     |  |                  | 38,500     |        |   | 24,381                      |   |                               | (10,699   | )       |   |           |   |   |            |   |   | 13,682     |  
|Derivative liability  warrants issued                                       |  | 9     |  |                  |           |        |   | (1,112,776                  | ) |                               |          |         |   |           |   |   |            |   |   | (1,112,776 | )
|Issuance costs  finders warrants                                           |  | 9     |  |                  |           |        |   | (41,032                     | ) |                               | 41,032    |         |   |           |   |   |            |   |   |           |  
|Issuance cost  cash                                                         |  | 9     |  |                  |           |        |   | (235,831                    | ) |                               |          |         |   |           |   |   |            |   |   | (235,831   | )
|                                                                             |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |   |   |             |   |   |            |  
|Balance at December 31, 2016                                                 |  |       |  |                  | 64,866,802 |        | $ | 16,417,322                  |   | $                             | 4,275,173 |         | $ |           |   | $ | (21,938,642 | ) | $ | (1,246,147 | )
|                                                                             |  |       |  |                  |            |        |   |                             |   |                               |           |         |   |            |   |   |             |   |   |            |  

The accompanying notes are an integral part
of these consolidated financial statements.

F-5

---





Natcore Technology Inc. 
Consolidated Statements of Cash Flows
(Expressed in United States Dollars)

|                                                               |  |                     |            |      |   |            |   |   |            |  
|-------------------------------------------------------------- |  | ------------------- | ---------- | ---- | - | ---------- | - | - | ---------- | -
|                                                               |  | For the Years Ended |           
|                                                               |  |                     |           
|                                                               |  | 2016                |            | 2015 |   | 2014       |  
|                                                               |  |                     |            |      |   |            |  
|Operating Activities                                           |  |                     |            |      |   |            |   |   |            |  
|Net loss                                                       |  | $                   | (2,021,700 | )    | $ | (3,488,129 | ) | $ | (2,193,532 | )
|Adjustments for non-cash items:                                |  |                     |            |      |   |            |   |   |            |  
|Depreciation and amortization                                  |  |                     | 146,946    |      |   | 279,527    |   |   | 412,492    |  
|Fair value adjustment on warrants                              |  |                     | (1,880,588 | )    |   | (226,827   | ) |   | (1,842,317 | )
|Stock-based compensation                                       |  |                     | 869,130    |      |   | 387,648    |   |   | 301,732    |  
|Shares issued for services                                     |  |                     |           |      |   | 111,764    |   |   |           |  
|Changes in non-cash working capital
 items:                    |  |                     |            |      |   |            |   |   |            |  
|Receivables                                                    |  |                     | (1,188     | )    |   | (4,944     | ) |   | 20,077     |  
|Prepaid expenses                                               |  |                     | 92,889     |      |   | (87,681    | ) |   | 33,605     |  
|Trade payables and accrued
 liabilities                        |  |                     | 448,037    |      |   | 440,297    |   |   | 88,167     |  
|                                                               |  |                     |            |      |   |            |   |   |            |  
|Net cash flows used in operating activities                    |  |                     | (2,346,474 | )    |   | (2,588,345 | ) |   | (3,179,776 | )
|                                                               |  |                     |            |      |   |            |   |   |            |  
|                                                               |  |                     |            |      |   |            |   |   |            |  
|Investing Activities                                           |  |                     |            |      |   |            |   |   |            |  
|Expenditures on equipment                                      |  |                     | (3,542     | )    |   | (27,185    | ) |   | (179,587   | )
|                                                               |  |                     |            |      |   |            |   |   |            |  
|Net cash flows used in investing activities                    |  |                     | (3,542     | )    |   | (27,185    | ) |   | (179,587   | )
|                                                               |  |                     |            |      |   |            |   |   |            |  
|                                                               |  |                     |            |      |   |            |   |   |            |  
|Financing Activities                                           |  |                     |            |      |   |            |   |   |            |  
|Subscriptions received for pending
 private placement          |  |                     |           |      |   | 31,102     |   |   |           |  
|Proceeds on issuance of common shares
  exercise of options   |  |                     | 13,682     |      |   |           |   |   | 313,874    |  
|Proceeds on issuance of common shares
  net of issuance costs |  |                     | 1,838,065  |      |   | 2,557,562  |   |   | 744,854    |  
|                                                               |  |                     |            |      |   |            |   |   |            |  
|Net cash flows provided by financing activities                |  |                     | 1,851,747  |      |   | 2,588,664  |   |   | 1,058,728  |  
|                                                               |  |                     |            |      |   |            |   |   |            |  
|Decrease in cash and cash equivalents                          |  |                     | (498,269   | )    |   | (26,866    | ) |   | (2,300,635 | )
|Cash and cash equivalents, beginning                           |  |                     | 521,521    |      |   | 548,387    |   |   | 2,849,022  |  
|                                                               |  |                     |            |      |   |            |   |   |            |  
|Cash and cash equivalents, ending                              |  | $                   | 23,252     |      | $ | 521,521    |   | $ | 548,387    |  
|                                                               |  |                     |            |      |   |            |   |   |            |  

The accompanying notes are an integral part
of these consolidated financial statements.

F-6

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial Statements
 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Nature
 and Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Natcore Technology Inc. (the Company) was
 incorporated under the British Columbia Business Corporations Act on August
 9, 2007. The Companys common shares are listed on the TSX Venture Exchange
 (the Exchange) under the symbol NXT. Effective May 26, 2015, the Company
 became a fully-reporting issuer in the United States. The Company develops
 and owns technology for the manufacturing of solar cells.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Companys head office address is 189 N.
 Water Street, Suite 700, Rochester, New York, 14604. The Companys registered
 office is 2080 - 777 Hornby Street, Vancouver British Columbia V6Z 1S4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These consolidated financial statements have
 been prepared on the assumption that the Company will continue as a going
 concern, meaning it will continue in operation for the foreseeable future and
 will be able to realize assets and discharge liabilities in the ordinary course
 of operations. Different bases of measurement may be appropriate if the
 Company is not expected to continue operations for the foreseeable future. As
 at December 31, 2016 the Company has had recurring losses from operations and
 a cumulative deficit of $21,938,642. The Companys continuation as a going
 concern is dependent upon its ability to attain profitable operations and
 generate funds there from and/or raise equity capital or borrowings
 sufficient to meet current and future obligations. These conditions indicate
 the existence of a material uncertainty that may cast significant doubt about
 the Companys ability to continue as a going concern. Management intends to
 finance operating costs over the next twelve months with existing cash
 resources and the private placement of common shares.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Significant
 Accounting Policies and Basis of Preparation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Statement
 of Compliance with International Financial Reporting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These consolidated financial statements of
 the Company have been prepared in accordance with International Financial
 Reporting Standards (IFRB) issued by the International Accounting Standards
 Board (IASB) and interpretations of the International Financial Reporting
 Interpretations Committee (IFRIC).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The condensed
 consolidated interim financial statements were authorized for issue by the
 Board of Directors on May 1, 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Basis of
 Preparation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The consolidated financial statements of the
 Company have been prepared on an accrual basis and are based on historical
 costs, modified where applicable. The consolidated financial statements are
 presented in United States dollars unless otherwise noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The consolidated financial statements
 include the accounts of the Company and its controlled entities. Details of
 controlled entities are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                  |  |  |                                |  |  |                   |   |                   |     |  
|--------------------------------- |  |  | ------------------------------ |  |  | ----------------- | - | ----------------- | --- | -
|                                  |  |  |                                |  |  | Percentage
 Owned
|                                  |  |  |                                |  |  |                  
|                                  |  |  | Jurisdiction
 of Incorporation |  |  | December 31, 2016 |   | December 31, 2015
|                                  |  |  |                                |  |  |                   |   |                  
|Natcore Technology, Inc.          |  |  | United
 States                 |  |  | 100               | % |                   | 100 | %
|Newcyte, Incorporated             |  |  | United
 States                 |  |  | 100               | % |                   | 100 | %
|Vanguard Solar, Inc.              |  |  | United
 States                 |  |  | 100               | % |                   | 100 | %
|Natcore Asia Technology,
 Limited |  |  | Hong
 Kong                     |  |  | 100               | % |                   | 100 | %
|                                  |  |  |                                |  |  |                   |   |                   |     |  

|                                                           
|-----------------------------------------------------------
|_______________                                            
|*Percentage of voting
 power is in proportion to ownership.
|                                                           
|Inter-company balances are
 eliminated on consolidation.   

F-7

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant
 Accounting Policies and Basis of Preparation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Significant
 Accounting Judgments, Estimates and Assumptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The preparation of consolidated financial
 statements in accordance with IFRS requires the Company to make estimates and
 assumptions concerning the future. The Companys management reviews these
 estimates and underlying assumptions on an ongoing basis, based on experience
 and other factors, including expectations of future events that are believed
 to be reasonable under the circumstances. Revisions to estimates are adjusted
 for prospectively in the period in which the estimates are revised.                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Estimates and assumptions where there is
 significant risk of material adjustments to assets and liabilities in future
 accounting periods include the useful lives of equipment, impairment
 considerations for equipment and intangible assets, determination of fair
 value for stock-based compensation and other share-based payments, valuations
 and assumptions used to determine deferred income taxes and the fair value of
 financial instruments.                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The functional currency of each of the
 Companys entities is measured using the currency of the primary economic
 environment in which that entity operates. The consolidated financial statements
 are presented in United States dollars which is the functional currency of
 the Company and its subsidiaries.                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Transactions
 and Balances:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Foreign currency transactions are translated
 into functional currency using the exchange rates prevailing at the date of
 the transaction. Foreign currency monetary items are translated at the
 period-end exchange rate. Non-monetary items measured at historical cost
 continue to be carried at the exchange rate at the date of the transaction.
 Non-monetary items measured at fair value are reported at the exchange rate
 at the date when fair values were determined.                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Exchange differences arising on the
 translation of monetary items or on settlement of monetary items are
 recognized in profit or loss in the statement of comprehensive loss in the
 period in which they arise, except where deferred in equity as a qualifying
 cash flow or net investment hedge.                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Exchange differences arising on the
 translation of non-monetary items are recognized in other comprehensive loss
 in the statement of comprehensive loss to the extent that gains and losses
 arising on those non-monetary items are also recognized in other
 comprehensive loss. Where the non-monetary gain or loss is recognized in
 profit or loss, the exchange component is also recognized in profit or loss.                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Intangible
 Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Intangible
 Assets Acquired Separately                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Intangible
 assets with finite useful lives that are acquired separately are carried at
 cost less accumulated amortization and accumulated impairment losses.
 Amortization is recognized on a straight-line basis over their estimated
 useful lives. The estimated useful life and amortization method are reviewed
 at the end of each reporting period, with the effect of any changes in
 estimate being accounted for on a prospective basis. Intangible assets with
 indefinite useful lives that are acquired separately are carried at cost less
 accumulated impairment losses.

F-8

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant
 Accounting Policies and Basis of Preparation (continued)                                                                                                                                  
|   |                                                                                                                                                                                                        
|   | Internally-Generated
 Intangible Assets - Research and Development Expenditure                                                                                                                         
|   |                                                                                                                                                                                                        
|   | Expenditure
 on research activities is recognized as an expense in the period in which it
 is incurred.                                                                                                
|   |                                                                                                                                                                                                        
|   | An
 internally-generated intangible asset arising from development (or from the
 development phase of an internal project) is recognized if, and only if, all
 of the following have been demonstrated:

| |   |                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The
 technical feasibility of completing the intangible asset so that it will be
 available for use or sale;                                    
| |   |                                                                                                                                                 
| |  | The
 intention to complete the intangible asset and use or sell it;                                                                             
| |   |                                                                                                                                                 
| |  | The
 ability to use or sell the intangible asset;                                                                                               
| |   |                                                                                                                                                 
| |  | How
 the intangible asset will generate probable future economic benefits;                                                                      
| |   |                                                                                                                                                 
| |  | The
 availability of adequate technical, financial and other resources to complete
 the development and to use or sell the intangible asset; and
| |   |                                                                                                                                                 
| |  | The
 ability to measure reliably the expenditure attributable to the intangible
 asset during its development.                                  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 amount initially recognized for internally-generated intangible assets is the
 sum of the expenditure incurred from the date when the intangible asset first
 meets the recognition criteria listed above. Where no internally-generated
 intangible asset can be recognized, development expenditure is recognized in
 loss in the period in which it is incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Subsequent
 to initial recognition, internally-generated intangible assets are reported
 at cost less accumulated amortization and accumulated impairment losses, on
 the same basis as intangible assets that are acquired separately.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | At
 December 31, 2016 and December 31, 2015, the Company has not recognized any
 internally-generated intangible assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Share-Based Payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Company operates a stock option plan.
 Share-based payments to employees are measured at the fair value of the
 instruments issued and amortized over the vesting periods. Share-based
 payments to non-employees are measured at the fair value of goods or services
 received or the fair value of the equity instruments issued, if it is
 determined the fair value of the goods or services cannot be reliably
 measured, and are recorded at the date the goods or services are received.
 The corresponding amount is recorded to the share-based payment reserve. The
 fair value of options is determined using the BlackScholes Option Pricing
 Model. The number of shares and options expected to vest is reviewed and
 adjusted at the end of each reporting period such that the amount recognized
 for services received as consideration for the equity instruments granted
 shall be based on the number of equity instruments that eventually vest.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Financial
 Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The
 Company classifies its financial instruments in the following categories: at
 fair value through profit or loss, loans and receivables, held-to-maturity
 investments, available-for-sale and financial liabilities. The classification
 depends on the purpose for which the financial instruments were acquired.
 Management determines the classification of its financial instruments at
 initial recognition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Financial assets are classified at fair value
 through profit or loss when they are either held for trading for the purpose
 of short-term profit taking, derivatives not held for hedging purposes, or
 when they are designated as such to avoid an accounting mismatch or to enable
 performance evaluation where a group of financial assets is managed by key
 management personnel on a fair value basis in accordance with a documented
 risk management or investment strategy. Such assets are subsequently measured
 at fair value with changes in carrying value being included in profit or
 loss.                                                                                                                                                                                                                                                                                                                                                            

F-9

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant Accounting Policies
 and Basis of Preparation (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Financial
 Instruments (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Loans
 and receivables are non-derivative financial assets with fixed or
 determinable payments that are not quoted in an active market and are
 subsequently measured at amortized cost. They are included in current assets,
 except for maturities greater than 12 months after the end of the reporting
 period. These are classified as non-current assets.                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Held-to-maturity investments are
 non-derivative financial assets that have fixed maturities and fixed or determinable
 payments, and it is the Companys intention to hold these investments to
 maturity. They are subsequently measured at amortized cost. Held-to-maturity
 investments are included in non-current assets, except for those which are
 expected to mature within 12 months after the end of the reporting period.                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Available-for-sale
 financial assets are non-derivative financial assets that are designated as
 available-for-sale or are not suitable to be classified as financial assets
 at fair value through profit or loss, loans and receivables or
 held-to-maturity investments and are subsequently measured at fair value.
 These are included in current assets. Unrealized gains and losses are
 recognized in other comprehensive loss, except for impairment losses and foreign
 exchange gains and losses.                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Non-derivative financial liabilities
 (excluding financial guarantees) are subsequently measured at amortized cost.
 Derivative financial liabilities are classified at fair value through profit
 and loss and are subsequently measured at fair value with changes in carrying
 value being included in profit or loss.                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Regular
 purchases and sales of financial assets are recognized on the trade-date 
 the date on which the Company commits to purchase the asset.                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Financial
 assets are derecognized when the rights to receive cash flows from the
 investments have expired or have been transferred and the Company has
 transferred substantially all risks and rewards of ownership.                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | At each reporting date, the Company assesses whether
 there is objective evidence that a financial instrument has been impaired. In
 the case of available-for-sale financial instruments, a significant and
 prolonged decline in the value of the instrument is considered to determine
 whether impairment has arisen.                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Impairment of
 Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The
 carrying amount of the Companys long-lived assets (which include equipment
 and intangible assets) is reviewed at each reporting date to determine
 whether there is any indication of impairment. If such indication exists, the
 recoverable amount of the asset is estimated in order to determine the extent
 of the impairment loss. An impairment loss is recognized whenever the
 carrying amount of an asset or its cash generating unit exceeds its
 recoverable amount. Impairment losses are recognized in the statement of
 comprehensive loss.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The
 recoverable amount of assets is the greater of an assets fair value less
 cost to sell and value in use. In assessing value in use, the estimated
 future cash flows are discounted to their present value using a pre-tax
 discount rate that reflects the current market assessments of the time value
 of money and the risks specific to the asset. For an asset that does not
 generate cash inflows largely independent of those from other assets, the
 recoverable amount is determined for the cash-generating unit to which the
 asset belongs.  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | An
 impairment loss is only reversed if there is an indication that the
 impairment loss may no longer exist and there has been a change in the estimates
 used to determine the recoverable amount, however, not to an amount higher
 than the carrying amount that would have been determined had no impairment
 loss been recognized in previous years.                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Assets
 that have an indefinite useful life are not subject to amortization and are
 tested annually for impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Cash and cash equivalents include cash on
 hand, deposits held at call with banks and other short-term highly liquid
 investments, such as guaranteed investment certificates with original
 maturities of three months or less. Guaranteed investment certificates are
 investments with Canadian banks that are the equivalent of a certificate of
 deposit.                                                                                                                                                                                                   

F-10

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant Accounting Policies
 and Basis of Preparation (continued)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Current Income Tax:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Current
 income tax assets and liabilities for the current period are measured at the
 amount expected to be recovered from or paid to the taxation authorities. The
 tax rates and tax laws used to compute the amount are those that are enacted
 or substantively enacted, at the reporting date, in the countries where the
 Company operates and generates taxable income.                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Current
 income tax relating to items recognized directly in other comprehensive loss
 or equity is recognized in other comprehensive loss or equity and not in
 profit or loss. Management periodically evaluates positions taken in the tax
 returns with respect to situations in which applicable tax regulations are
 subject to interpretation and establishes provisions where appropriate.                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Deferred Income Tax:                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Deferred
 income tax is provided using the asset and liability method on temporary
 differences at the reporting date between the tax bases of assets and
 liabilities and their carrying amounts for financial reporting purposes.                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The
 carrying amount of deferred income tax assets is reviewed at the end of each
 reporting period and recognized only to the extent that it is probable that
 sufficient taxable profit will be available to allow all or part of the
 deferred income tax asset to be utilized.                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Deferred
 income tax assets and liabilities are measured at the tax rates that are
 expected to apply to the year when the asset is realized or the liability is
 settled, based on tax rates (and tax laws) that have been enacted or
 substantively enacted by the end of the reporting period.                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Deferred
 income tax assets and deferred income tax liabilities are offset, if a
 legally enforceable right exists to set off current tax assets against
 current income tax liabilities and the deferred income taxes relate to the
 same taxable entity and the same taxation authority.                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Equipment
 is stated at historical cost less accumulated depreciation and accumulated
 impairment losses.                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Subsequent
 costs are included in the assets carrying amount or recognized as a separate
 asset, as appropriate, only when it is probable that future economic benefits
 associated with the item will flow to the Company and the cost of the item
 can be measured reliably. The carrying amount of the replaced part is
 derecognized. All other repairs and maintenance are charged to the statement
 of comprehensive loss during the financial period in which they are incurred.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Gains
 and losses on disposals are determined by comparing the proceeds with the
 carrying amount and are recognized in profit or loss.                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Depreciation
 and amortization are calculated on a straight-line method to write off the
 cost of the assets to their residual values over their estimated useful
 lives.                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Comparative Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Certain
 expenses have been reclassified to conform to the presentation in the current
 year.                                                                                                                                                                                                                                                                                                                                                                                           

F-11

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Accounting
 Standards Issued but Not Yet Effective                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | New
 Standard IFRS 16 Leases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | This new standard replaces IAS 17 Leases and
 the related interpretative guidance. IFRS 16 applies a control model to the
 identification of leases, distinguishing
 between a lease and a service contract on the basis of whether the customer
 controls the asset being leased. For those assets determined to meet the
 definition of a lease, IFRS 16 introduces significant changes to the
 accounting by lessees, introducing a single, on-balance sheet accounting model
 that is similar to current finance lease accounting, with limited exceptions
 for short-term leases or leases of low value assets. Lessor accounting is not
 substantially changed. The standard is effective for annual periods beginning
 on or after January 1, 2019, with early adoption permitted for entities that
 have adopted IFRS 15.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The
 Company has not early adopted this new standard and is currently assessing
 the impact that these standards will have on its consolidated financial
 statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Other
 accounting standards or amendments to existing accounting standards that have
 been issued but have future effective dates are either not applicable or are
 not expected to have a significant impact on the Companys consolidated
 financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | Cash
 and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                              |  |                     |        |                     |   |         | 
|----------------------------- |  | ------------------- | ------ | ------------------- | - | ------- | 
|                              |  | December 31, 
 2016 |        | December 31, 
 2015 |  
|                              |  |                     |        |                     |  
|Cash at Bank                  |  | $                   | 23,252 |                     | $ | 391,421 | 
|Savings Certificates in Banks |  |                     |       |                     |   | 130,100 | 
|                              |  |                     |        |                     |   |         | 
|                              |  | $                   | 23,252 |                     | $ | 521,521 | 
|                              |  |                     |        |                     |   |         | 

|   |            
|-- | -----------
|5. | Receivables

|                                          |  |                    |        |                      |   |        | 
|----------------------------------------- |  | ------------------ | ------ | -------------------- | - | ------ | 
|                                          |  | December 31,
 2016 |        | December 31,
 
 2015 |  
|                                          |  |                    |        |                      |  
|GST receivable                            |  | $                  | 12,071 |                      | $ | 10,883 | 
|Subscription receivable on share issuance |  |                    |       |                      |   | 18,174 | 
|                                          |  |                    |        |                      |   |        | 
|                                          |  | $                  | 12,071 |                      | $ | 29,057 | 
|                                          |  |                    |        |                      |   |        | 

F-12

---



|  |          
|- | ---------
|6 | Equipment

|                      |  |                                    |         |                        |   |         |  |   |           | 
|--------------------- |  | ---------------------------------- | ------- | ---------------------- | - | ------- |  | - | --------- | 
|                      |  | Furniture and 
 Office 
 Equipment |         | Production 
 Equipment |   | Total   | 
|                      |  |                                    |         |                        |   |         | 
|Cost:                 |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2014  |  | $                                  | 355,018 |                        | $ | 911,347 |  | $ | 1,266,365 | 
|Additions             |  |                                    | 5,724   |                        |   | 21,461  |  |   | 27,185    | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2015  |  |                                    | 360,742 |                        |   | 932,808 |  |   | 1,293,550 | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|Depreciation:         |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2014  |  |                                    | 283,692 |                        |   | 400,484 |  |   | 684,176   | 
|Charge for the Period |  |                                    | 58,820  |                        |   | 183,825 |  |   | 242,645   | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2015  |  |                                    | 342,512 |                        |   | 584,309 |  |   | 926,821   | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|Net Book Value:       |  |                                    |         |                        |   |         |  |   |           | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2015  |  | $                                  | 18,230  |                        | $ | 348,499 |  | $ | 366,729   | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|Cost:                 |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2015  |  | $                                  | 360,742 |                        | $ | 932,808 |  | $ | 1,293,550 | 
|Additions             |  |                                    | 2,708   |                        |   | 834     |  |   | 3,542     | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2016  |  |                                    | 363,450 |                        |   | 933,642 |  |   | 1,297,092 | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|Depreciation:         |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2015  |  |                                    | 342,512 |                        |   | 584,309 |  |   | 926,821   | 
|Charge for the Period |  |                                    | 6,988   |                        |   | 139,958 |  |   | 146,946   | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2016  |  |                                    | 349,500 |                        |   | 724,267 |  |   | 1,073,767 | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|Net Book Value:       |  |                                    |         |                        |   |         |  |   |           | 
|                      |  |                                    |         |                        |   |         |  |   |           | 
|At December 31, 2016  |  | $                                  | 13,950  |                        | $ | 209,375 |  | $ | 223,325   | 
|                      |  |                                    |         |                        |   |         |  |   |           | 

|   |                                        
|-- | ---------------------------------------
|7. | Trade Payables and Accrued
 Liabilities

|                                       |  |                     |           |                     |   |         | 
|-------------------------------------- |  | ------------------- | --------- | ------------------- | - | ------- | 
|                                       |  | December 31, 
 2016 |           | December 31, 
 2015 |  
|                                       |  |                     |           |                     |  
|Trade Payables and Accrued Liabilities |  | $                   | 1,192,636 |                     | $ | 749,985 | 
|                                       |  |                     |           |                     |   |         | 

|   |                                
|-- | -------------------------------
|8. | Derivative Financial
 Liability

|                                               |  |                                |            |                                |   |                                |   |   |            |  
|---------------------------------------------- |  | ------------------------------ | ---------- | ------------------------------ | - | ------------------------------ | - | - | ---------- | -
|                                               |  | Year Ended
 December 31,
 2016 |            | Year Ended
 December 31,
 2015 |   | Year Ended
 December 31,
 2014 |  
|                                               |  |                                |            |                                |   |                                |  
|Balance, Beginning                             |  | $                              | 1,135,157  |                                | $ | 124,823                        |   | $ | 1,967,140  |  
|Fair value of warrants issued during
 the year |  |                                | 1,112,776  |                                |   | 1,237,161                      |   |   |           |  
|Change in fair value of warrants outstanding   |  |                                | (1,880,587 | )                              |   | (226,827                       | ) |   | (1,842,317 | )
|                                               |  |                                |            |                                |   |                                |   |   |            |  
|Balance, Ending                                |  | $                              | 367,346    |                                | $ | 1,135,157                      |   | $ | 124,823    |  
|                                               |  |                                |            |                                |   |                                |   |   |            |  

| |                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The derivative financial liability consists
 of the fair value of share purchase warrants that have exercise prices that
 differ from the functional currency of the Company and are within the scope
 of IAS 32 Financial Instruments: Presentation. Details of these warrants
 and their fair values are as follows:

F-13

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                            
|-- | -------------------------------------------
|8. | Derivative
 Financial Liability (continued)

|                   |  |                 |      |                                                        |  |                                    |  |                                                        |         |                                    |  |            |  |  |           | 
|------------------ |  | --------------- | ---- | ------------------------------------------------------ |  | ---------------------------------- |  | ------------------------------------------------------ | ------- | ---------------------------------- |  | ---------- |  |  | --------- | 
|Expiration Date    |  | Exercise
 Price |      | Number of
 Warrants
 Outstanding at
 December 31, 2016 |  | Fair Value
 at
 December 31,
 2016 |  | Number of
 Warrants
 Outstanding at
 December 31, 2015 |         | Fair Value
 at
 December 31,
 2015 | 
|                   |  |                 |      |                                                        |  |                                    |  |                                                        |         |                                    | 
|                   |  | CDN $           |      |                                                        |  | US $                               |  |                                                        |         | US $                               | 
|January 4, 2016    |  |                 | 1.00 |                                                        |  |                                   |  |                                                        |        |                                    |  | 429,867    |  |  |          | 
|July 20, 2017      |  |                 | 0.90 |                                                        |  | 3,840,700                          |  |                                                        | 574     |                                    |  | 3,840,700  |  |  | 233,201   | 
|January 21, 2018   |  |                 | 0.70 |                                                        |  | 1,352,062                          |  |                                                        | 3,497   |                                    |  | 1,352,062  |  |  | 133,002   | 
|April 14, 2018     |  |                 | 0.95 |                                                        |  | 1,200,050                          |  |                                                        | 4,028   |                                    |  | 1,200,050  |  |  | 92,959    | 
|April 27, 2018     |  |                 | 0.95 |                                                        |  | 397,000                            |  |                                                        | 1,506   |                                    |  | 397,000    |  |  | 31,577    | 
|July 23, 2018      |  |                 | 0.74 |                                                        |  | 1,000,000                          |  |                                                        | 8,052   |                                    |  | 1,000,000  |  |  | 101,545   | 
|July 31, 2018      |  |                 | 0.74 |                                                        |  | 822,000                            |  |                                                        | 6,650   |                                    |  | 822,000    |  |  | 84,296    | 
|November 30, 2018  |  |                 | 0.55 |                                                        |  | 1,694,444                          |  |                                                        | 26,938  |                                    |  | 1,694,444  |  |  | 228,926   | 
|December 18, 2018  |  |                 | 0.55 |                                                        |  | 1,681,189                          |  |                                                        | 27,987  |                                    |  | 1,681,189  |  |  | 229,651   | 
|February 2, 2019   |  |                 | 0.55 |                                                        |  | 273,058                            |  |                                                        | 6,144   |                                    |  |           |  |  |          | 
|March 17, 2019     |  |                 | 0.55 |                                                        |  | 2,244,497                          |  |                                                        | 53,241  |                                    |  |           |  |  |          | 
|June 28, 2019      |  |                 | 0.55 |                                                        |  | 1,000,000                          |  |                                                        | 26,377  |                                    |  |           |  |  |          | 
|July 28, 2019      |  |                 | 0.55 |                                                        |  | 1,000,000                          |  |                                                        | 29,049  |                                    |  |           |  |  |          | 
|September 16, 2019 |  |                 | 0.55 |                                                        |  | 650,000                            |  |                                                        | 23,768  |                                    |  |           |  |  |          | 
|November 2, 2019   |  |                 | 0.30 |                                                        |  | 1,000,000                          |  |                                                        | 49,316  |                                    |  |           |  |  |          | 
|November 22, 2019  |  |                 | 0.30 |                                                        |  | 427,500                            |  |                                                        | 20,328  |                                    |  |           |  |  |          | 
|December 5, 2019   |  |                 | 0.25 |                                                        |  | 1,000,000                          |  |                                                        | 53,205  |                                    |  |           |  |  |          | 
|December 14, 2019  |  |                 | 0.25 |                                                        |  | 500,000                            |  |                                                        | 26,686  |                                    |  |           |  |  |          | 
|                   |  |                 |      |                                                        |  |                                    |  |                                                        |         |                                    |  |            |  |  |           | 
|                   |  |                 |      |                                                        |  | 20,082,500                         |  |                                                        | 367,346 |                                    |  | 12,417,312 |  |  | 1,135,157 | 
|                   |  |                 |      |                                                        |  |                                    |  |                                                        |         |                                    |  |            |  |  |           | 

| |                                                                                                                                                     |                                                                                                                                                                                                
| | --------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The fair values of these warrants were
 estimated using the Black-Scholes Option Pricing Model using the following
 assumptions.                   
| |                                                                                                                                                    
| |                                                                                                                                                    | The stock price was based upon the publicly
 traded price at the time of issuance;                                                                                                             
| |                                                                                                                                                     |                                                                                                                                                                                                
| |                                                                                                                                                    | The risk-free interest rate assumption is
 based on the government of Canada marketable bonds for a period consistent
 with the expected term of the option in effect at the time of the grant;
| |                                                                                                                                                     |                                                                                                                                                                                                
| |                                                                                                                                                    | The Company does not pay dividends on common
 stock and does not anticipate paying dividends on its common stock in the
 foreseeable future. Therefore, the expected dividend rate was 0%;     
| |                                                                                                                                                     |                                                                                                                                                                                                
| |                                                                                                                                                    | The expected life of the warrants was
 estimated to be 75% of the remaining contractual term which is based on the
 historical exercise patterns of warrant holders; and                       
| |                                                                                                                                                     |                                                                                                                                                                                                
| |                                                                                                                                                    | The expected volatility was based off of the
 historical trading prices of the Companys common stock price over a period
 equivalent to the expected life of the warrants.                    
| |                                                                                                                                                     |                                                                                                                                                                                                
| | The fair values of these warrants as of
 December 31, 2016 were estimated using the Black-Scholes Option Pricing Model
 using the following inputs:

|                        |  |  |                |  |  |                   | 
|----------------------- |  |  | -------------- |  |  | ----------------- | 
|Expiration Date         |  |  | July 20,
 2017 |  |  | January
 21, 2018 | 
|                        |  |  |                |  |  |                   | 
|Exercise price          |  |  | CDN$0.90       |  |  | CDN$0.70          | 
|Share price             |  |  | CDN$0.18       |  |  | CDN$0.18          | 
|Expected volatility     |  |  | 93%            |  |  | 86%               | 
|Expected life           |  |  | 0.41
 years    |  |  | 0.79
 years       | 
|Dividends               |  |  | 0.00%          |  |  | 0.00%             | 
|Risk-free interest rate |  |  | 0.74%          |  |  | 0.74              | 
|                        |  |  |                |  |  |                   | 

F-14

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                            
|-- | -------------------------------------------
|8. | Derivative Financial
 Liability (continued)

|                        |                |                |              
|----------------------- | -------------- | -------------- | -------------
|Expiration Date         | April 14, 2018 | April 27, 2018 | July 23, 2018
|                        |                |                |              
|Exercise price          | CDN$0.95       | CDN$0.95       | CDN$0.74     
|Share price             | CDN$0.18       | CDN$0.18       | CDN$0.18     
|Expected volatility     | 95%            | 94%            | 92%          
|Expected life           | 0.94
 years    | 0.99
 years    | 1.17
 years  
|Dividends               | 0.00%          | 0.00%          | 0.00%        
|Risk-free interest rate | 0.74%          | 0.74%          | 0.74%        
|                        |                |                |              

|                        |               |                   |                  
|----------------------- | ------------- | ----------------- | -----------------
|Expiration Date         | July 31, 2018 | November 30, 2018 | December 18, 2018
|                        |               |                   |                  
|Exercise price          | CDN$0.74      | CDN$0.55          | CDN$0.55         
|Share price             | CDN$0.18      | CDN$0.18          | CDN$0.18         
|Expected volatility     | 91%           | 88%               | 88%              
|Expected life           | 1.18
 years   | 1.44
 years       | 1.47
 years      
|Dividends               | 0.00%         | 0.00%             | 0.00%            
|Risk-free interest rate | 0.74%         | 0.74%             | 0.74%            
|                        |               |                   |                  

|                        |                  |                |              
|----------------------- | ---------------- | -------------- | -------------
|Expiration Date         | February 2, 2019 | March 17, 2019 | June 28, 2019
|                        |                  |                |              
|Exercise price          | CDN$0.55         | CDN$0.55       | CDN$0.55     
|Share price             | CDN$0.18         | CDN$0.18       | CDN$0.18     
|Expected volatility     | 95%              | 95%            | 93%          
|Expected life           | 1.57
 years      | 1.66
 years    | 1.87
 years  
|Dividends               | 0.00%            | 0.00%          | 0.00%        
|Risk-free interest rate | 0.74%            | 0.74%          | 0.74%        
|                        |                  |                |              

|                        |               |                    |                 
|----------------------- | ------------- | ------------------ | ----------------
|Expiration Date         | July 28, 2019 | September 16, 2019 | November 2, 2019
|                        |               |                    |                 
|Exercise price          | CDN$0.55      | CDN$0.43           | CDN$0.30        
|Share price             | CDN$0.18      | CDN$0.18           | CDN$0.18        
|Expected volatility     | 95%           | 94%                | 94%             
|Expected life           | 1.93
 years   | 2.03
 years        | 2.13
 years     
|Dividends               | 0.00%         | 0.00%              | 0.00%           
|Risk-free interest rate | 0.74%         | 0.74%              | 0.74%           
|                        |               |                    |                 

|                        |                   |                  |                  
|----------------------- | ----------------- | ---------------- | -----------------
|Expiration Date         | November 22, 2019 | December 5, 2019 | December 14, 2019
|                        |                   |                  |                  
|Exercise price          | CDN$0.30          | CDN$0.25         | CDN$0.25         
|Share price             | CDN$0.18          | CDN$0.18         | CDN$0.18         
|Expected volatility     | 90%               | 90%              | 90%              
|Expected life           | 2.17
 years       | 2.20
 years      | 2.22
 years      
|Dividends               | 0.00%             | 0.00%            | 0.00%            
|Risk-free interest rate | 0.74%             | 0.74%            | 0.74%            
|                        |                   |                  |                  

F-15

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | Share
 Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Authorized
 Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Unlimited number of common shares without
 par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Issued
 Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At December 31, 2016, there were 64,866,802
 issued and fully paid common shares (December 31, 2015  56,333,247).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Private
 Placements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In
 January 2015, the Company completed a non-brokered private placement and
 issued 1,352,062 units at a price of CDN$0.43 per unit for gross proceeds of
 $471,479 (CDN$581,387). Each unit comprised one common share and one share
 purchase warrant, with each warrant exercisable at a price of CDN$0.70 per
 share for a period of three years from the date of closing. The Company also
 issued 4,250 finders warrants with a fair value of $885 in connection with
 this private placement exercisable at a price of CDN$0.43 per share for a period
 of three years from the date of closing.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In
 April 2015, the Company completed a non-brokered private placement and issued
 1,200,050 units at a price of CDN$0.70 per unit for gross proceeds of
 $672,028 (CDN$840,035). Each unit comprised one common share and one share
 purchase warrant, with each warrant exercisable at a price of $0.70 per share
 for a period of three years from the date of closing. The Company also issued
 9,250 finders warrants in connection with this private placement exercisable
 at a price of CDN$0.95 per share for a period of three years from the date of
 closing.                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In
 July 2015, the Company completed a non-brokered private placement and issued
 1,822,000 units at a price of CDN$0.54 per unit for gross proceeds of
 $982,227 (CDN$1,275,400). Each unit comprised one common share and one
 purchase warrant, with each warrant exercisable at a price of CDN$0.74 per
 share for a period of three years from the date of closing. The Company also
 issued 73,500 finders warrants in connection with this private placement
 exercisable at a price of CDN$0.74 per share for a period of three years from
 the date of closing.                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In
 November 2015, the Company completed a non-brokered private placement and
 issued 1,694,444 units at a price of CDN$0.36 per unit for gross proceeds of
 $456,018 (CDN$610,000). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
 period of three years from the date of closing. The Company also issued 70,000
 finders warrants in connection with this private placement exercisable at a
 price of CDN$0.55 per share for a period of three years from the date of
 closing.                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In
 December 2015, the Company completed a non-brokered private placement and
 issued 1,681,189 units at a price of CDN$0.36 per unit for gross proceeds of
 $437,096 (CDN$605,228). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
 period of three years from the date of closing. The Company also issued
 26,600 finders warrants in connection with this private placement
 exercisable at a price of CDN$0.55 per share for a period of three years from
 the date of closing.                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In
 connection with the private placements completed during the year ended
 December 31, 2015, the Company incurred share issued costs of $147,680
 consisting of cash finders fees, exchange and regulatory fees and legal
 fees.                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | For
 the year ended December 31, 2015, the Company determined the fair value at
 the time of issuance of the warrants included in the derivative liability and
 the finders warrants using the Black-Scholes Option Pricing Model using the
 following inputs:                                                                                                                                                                                                                                                                                                                                          

|                        |                 | 
|----------------------- | --------------- | 
|Input                   | Range           | 
|                        |                 | 
|Expected volatility     | 84%
 - 87%      | 
|Expected life           | 2.25
 years     | 
|Dividends               | 0.00%           | 
|Risk-free interest rate | 0..55%
 - 0.63% | 
|                        |                 | 

F-16

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | Share
 Capital (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Private
 Placements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
 February 2016, the Company completed a non-brokered private placement and
 issued 273,058 units at a price of CDN$0.36 per unit for gross proceeds of
 $70,037 (CDN$98,301). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
 period of three years from the date of closing. The Company had received
 subscriptions of $31,102 at December 31, 2015 that related to this private
 placement. On issue the fair value of the warrants was determined to be
 $26,464 and included in derivative liability (Note 8).                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
 March 2016, the Company completed a non-brokered private placement and issued
 2,244,497 units at a price of CDN$0.36 per unit for gross proceeds of
 $622,166 (CDN$808,019). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
 period of three years from the date of closing. On issue the fair value of
 the warrants was determined to be $507,562 and included in derivative
 liability (Note 8). The Company also issued 23,450 finders warrants with a
 fair value of $5,248 in connection with this private placement exercisable at
 a price of CAD$0.55 per share for a period of three years from the date of
 closing.   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
 June 2016, the Company completed a non-brokered private placement and issued
 1,000,000 units at a price of CDN$0.40 per unit for gross proceeds of
 $311,988 (CDN$400,000). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
 period of three years from the date of closing. On issue the fair value of
 the warrants was determined to be $133,402 and included in derivative
 liability (Note 8). The Company also issued 70,000 finders warrants with a
 fair value of $9,338 in connection with this private placement exercisable at
 a price of CAD$0.55 per share for a period of three years from the date of
 closing.    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
 July 2016, the Company completed a non-brokered private placement and issued
 1,000,000 units at a price of CDN$0.40 per unit for gross proceeds of
 $303,630 (CDN$400,000). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
 period of three years from the date of closing. On issue the fair value of
 the warrants was determined to be $121,943 and included in derivative
 liability (Note 8). The Company also issued 70,000 finders warrants with a
 fair value of $8,536 in connection with this private placement exercisable at
 a price of CAD$0.55 per share for a period of three years from the date of
 closing.    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
 September 2016, the Company completed a non-brokered private placement and
 issued 650,000 units at a price of CDN$0.36 per unit for gross proceeds of
 $177,048 (CDN$234,000). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.55 per share for a
 period of three years from the date of closing. On issue the fair value of
 the warrants was determined to be $64,853 and included in derivative
 liability (Note 8). The Company also issued 45,500 finders warrants with a
 fair value of $4,540 in connection with this private placement exercisable at
 a price of CAD$0.55 per share for a period of three years from the date of
 closing.  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
 November 2016, the Company completed a non-brokered private placement and
 issued 1,427,500 units at a price of CDN$0.23 per unit for gross proceeds of
 $244,966 (CDN$328,325). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.30 per share for a
 period of three years from the date of closing. On issue the fair value of
 the warrants was determined to be $145,612 and included in derivative
 liability (Note 8). The Company also issued 72,100 finders warrants with a
 fair value of $7,801 in connection with this private placement exercisable at
 a price of CAD$0.30 per share for a period of three years from the date of
 closing.

F-17

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | Share
 Capital (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Private
 Placements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
 December 2016, the Company completed a non-brokered private placement and
 issued 1,500,000 units at a price of CDN$0.21 per unit for gross proceeds of
 $238,373 (CDN$315,000). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.30 per share for a
 period of three years from the date of closing. On issue the fair value of
 the warrants was determined to be $112,940 and included in derivative
 liability (Note 8). The Company also issued 70,000 finders warrants with a
 fair value of $5,569 in connection with this private placement exercisable at
 a price of CAD$0.30 per share for a period of three years from the date of
 closing.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In
 connection with the private placements completed during the year ended
 December 31, 2016, the Company incurred share issued costs of $235,830
 consisting of cash finders fees, exchange and regulatory fees and legal
 fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | For
 the year ended December 31, 2016, the Company determined the fair value at
 the time of issuance of the warrants included in the derivative liability and
 the finders warrants using the Black-Scholes Option Pricing Model using the
 following inputs:                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                        |                 | 
|----------------------- | --------------- | 
|Input                   | Range           | 
|                        |                 | 
|Expected volatility     | 86%
 - 95%      | 
|Expected life           | 2.25
 years     | 
|Dividends               | 0.00%           | 
|Risk-free interest rate | 0..45%
 - 0.80% | 
|                        |                 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Shares Issued For Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | In October
 2015, the Company issued 325,000 shares of common stock for professional
 services. The fair value of the shares issued was $111,764                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | In July 2016,
 the Company issued 400,000 shares of common stock for professional services.
 The fair value of the shares was $124,000 which was recorded as a reduction
 to accounts payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Basic and
 Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Diluted loss per share did not include the
 effect of stock options and warrants as the effect would be anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Stock
 Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The Company has adopted an incentive stock
 option plan, which provides that the Board of Directors of the Company may
 from time to time, at its discretion, and in accordance with the Exchange
 requirements, grant to directors, officers, employees and technical
 consultants to the Company, non-transferable options to purchase common
 shares, provided that the number of common shares reserved for issuance will
 not exceed 6,779,255 common shares. Such options will be exercisable for a
 period of up to 10 years from the date of grant. In connection with the
 foregoing, the number of common shares reserved for issuance to any one
 optionee will not exceed five percent (5%) of the issued and outstanding
 common shares and the number of common shares reserved for issuance to all
 technical consultants will not exceed two percent (2%) of the issued and
 outstanding common shares. Options may be exercised no later than 90 days
 following cessation of the optionees position with the Company or 30 days
 following cessation of an optionee conducting investor relations activities
 position.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Stock-based compensation expense has been
 calculated using the Black-Scholes option pricing model. The expected life of
 the options has been estimated to be the contractual term of the option given
 the limited history of early exercise. Future volatility has been determined
 based on historical volatility for a period equivalent to the expected life
 of the option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-18

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | Share Capital (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Stock
 Options (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the years ended December 31, 2016 and
 2015, the Company recorded stock-based compensation expense of $869,130 and
 $387,648, respectively.                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On
 April 30, 2015, the Company granted 1,250,000 stock options to directors. The
 options vest 1/3 each calendar year from the grant date. The options are
 exercisable at CDN$0.58 and expire April 30, 2020. The options had a grant
 date fair value of $427,310 (CDN$513,742) determined using the Black-Scholes
 Option Pricing Model with the following assumptions: Risk
 free rate of 0.98%; Expected life of 5 years; Volatility of 93%; and a
 Dividend yield of 0%.                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On
 June 15, 2015, the Company granted 15,000 stock options to employees. 50% of
 the options on September 15, 2015 and the remaining options vest eighteen
 months from the grant date. The options are exercisable at CDN$0.54 and
 expire June 15, 2020. The options had a grant date fair value of $4,621
 (CDN$5,691) determined using the Black-Scholes Option Pricing Model with the
 following assumptions: Risk free rate of 0.98%; Expected life of 5
 years; Volatility of 92%; and a Dividend yield of 0%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On
 July 13, 2015, the Company granted 80,000 stock options to a consultant. The
 options vested immediately. The options are exercisable at CDN$0.65 and
 expire December 20, 2019. The options had a grant date fair value of $27,780
 (CDN$35,193) determined using the Black-Scholes Option Pricing Model with the
 following assumptions: Risk free rate of 0.76%; Expected life of
 4.44 years; Volatility of 93%; and a Dividend yield of 0%.                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On January 31, 2016, the Company granted
 1,975,000 stock options to employees. The options vested immediately. The
 options are exercisable at CDN$0.40 and expire January 13, 2021. The options
 had a grant date fair value of $395,116 (CDN$562,580) determined using the
 Black-Scholes Option Pricing Model with the following assumptions: Risk free rate of 0.92%; Expected life of 5.00
 years; Volatility of 94%; and a Dividend yield of 0%.                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On February 15, 2016, the Company granted
 120,000 stock options to an employee. The options vest accordingly: 80,000
 after 6 months, and 40,000 after 1 year. The options are exercisable at
 CDN$0.51 and expire February 15, 2021. The options had a grant date fair
 value of $31,489 (CDN$43,622) determined using the Black-Scholes Option
 Pricing Model with the following assumptions: Risk free rate of 0.92%; Expected life of 5.00 years; Volatility of
 94%; and a Dividend yield of 0%.                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On December 9, 2016, the Company granted
 1,830,000 stock options to employees. The options vested immediately. The
 options are exercisable at CDN$0.20 and expire December 9, 2021. The options
 had a grant date fair value of $197,874 (CDN$260,531) determined using the
 Black-Scholes Option Pricing Model with the following assumptions: Risk free rate of 1.08%; Expected life of 5.00
 years; Volatility of 93%; and a Dividend yield of 0%.                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On December 30, 2016, the Company granted
 680,000 stock options to employees. The options vested immediately. The
 options are exercisable at CDN$0.18 and expire December 30, 2021. The options
 had a grant date fair value of $62,884 (CDN$84,424) determined using the
 Black-Scholes Option Pricing Model with the following assumptions: Risk free rate of 1.11%; Expected life of 5.00
 years; Volatility of 94%; and a Dividend yield of 0%.                                                                 

F-19

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|9. | Share Capital (continued)                                                                
|   |                                                                                          
|   | Stock
 Options (continued)                                                               
|   |                                                                                          
|   | The changes in options during the years
 ended December 31, 2016 and 2015 are as follows:

|                               |  |                   |            |                                 |  |                   |  |                                 |           |   |  |           | 
|------------------------------ |  | ----------------- | ---------- | ------------------------------- |  | ----------------- |  | ------------------------------- | --------- | - |  | --------- | 
|                               |  | Number of options |            | Weighted average exercise price |  | Number of options |  | Weighted average exercise price |          
|                               |  |                   |            |                                 |  |                   |  |                                 |          
|Options outstanding, beginning |  |                   | 5,275,000  |                                 |  | CDN $0.65         |  |                                 | 4,182,000 |   |  | CDN $0.90 | 
|Options granted                |  |                   | 4,605,000  |                                 |  | CDN $0.24         |  |                                 | 1,345,000 |   |  | CDN $0.86 | 
|Options exercised              |  |                   | (38,500    | )                               |  | CDN $0.46         |  |                                 |          |   |  | CDN $0.40 | 
|Options expired                |  |                   | (2,330,000 | )                               |  | CDN $0.90         |  |                                 | (252,000  | ) |  | CDN $1.20 | 
|                               |  |                   |            |                                 |  |                   |  |                                 |           |   |  |           | 
|Options outstanding, ending    |  |                   | 7,511,500  |                                 |  | CDN $0.46         |  |                                 | 5,275,000 |   |  | CDN $0.80 | 
|                               |  |                   |            |                                 |  |                   |  |                                 |           |   |  |           | 
|Options exercisable, ending    |  |                   | 6,070,000  |                                 |  | CDN $0.45         |  |                                 | 3,775,000 |   |  | CDN $0.89 | 
|                               |  |                   |            |                                 |  |                   |  |                                 |           |   |  |           | 

| |                                                                        
| | -----------------------------------------------------------------------
| | Details of options outstanding as of
 December 31, 2016 are as follows:

|               |  |  |                    |  |  |                                | 
|-------------- |  |  | ------------------ |  |  | ------------------------------ | 
|Exercise Price |  |  | Expiration Date    |  |  | Number of Options
 Outstanding | 
|               |  |  |                    |  |  |                                | 
|CDN$   0.51    |  |  | April 17,
 2017    |  |  | 120,000                        | 
|CDN$   1.11    |  |  | September 4,
 2017 |  |  | 200,000                        | 
|CDN$   0.80    |  |  | December 20,
 2017 |  |  | 295,000                        | 
|CDN$   0.57    |  |  | December 20,
 2017 |  |  | 80,000                         | 
|CDN$   0.80    |  |  | January 4,
 2018   |  |  | 20,000                         | 
|CDN$   0.71    |  |  | April 5, 2018      |  |  | 40,000                         | 
|CDN$   0.83    |  |  | June 3, 2018       |  |  | 25,000                         | 
|CDN$   0.58    |  |  | July 31, 2018      |  |  | 100,000                        | 
|CDN$   1.08    |  |  | January 10,
 2019  |  |  | 315,000                        | 
|CDN$   0.75    |  |  | December 17,
 2019 |  |  | 405,000                        | 
|CDN$   0.65    |  |  | December 20,
 2019 |  |  | 80,000                         | 
|CDN$   0.58    |  |  | April 30,
 2020    |  |  | 1,236,500                      | 
|CDN$   0.54    |  |  | June 15, 2020      |  |  | 15,000                         | 
|CDN$   0.40    |  |  | January 13,
 2021  |  |  | 1,950,000                      | 
|CDN$   0.51    |  |  | February 15,
 2021 |  |  | 120,000                        | 
|CDN$   0.20    |  |  | December 9,
 2021  |  |  | 1,830,000                      | 
|CDN$   0.18    |  |  | December 30,
 2021 |  |  | 680,000                        | 
|               |  |  |                    |  |  |                                | 
|               |  |  |                    |  |  | 7,511,500                      | 
|               |  |  |                    |  |  |                                | 

| |                                                                              
| | -----------------------------------------------------------------------------
| | Each option entitles the holder to purchase
 one common share of the Company.

F-20

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|   |                                                                                           
|-- | ------------------------------------------------------------------------------------------
|9. | Share
 Capital (continued)                                                                
|   |                                                                                           
|   | Warrants                                                                                  
|   |                                                                                           
|   | The changes in warrants during the years
 ended December 31, 2016 and 2015 are as follows:

|                                |  |                    |            |                                 |  |                    |  |                                 |            |   |  |           | 
|------------------------------- |  | ------------------ | ---------- | ------------------------------- |  | ------------------ |  | ------------------------------- | ---------- | - |  | --------- | 
|                                |  | December 31, 2016  |            | December 31, 2015               | 
|                                |  |                    |            |                                 | 
|                                |  | Number of Warrants |            | Weighted Average Exercise Price |  | Number of Warrants |  | Weighted Average Exercise Price |           
|                                |  |                    |            |                                 |  |                    |  |                                 |           
|Warrants outstanding, beginning |  |                    | 18,708,432 |                                 |  | CDN $0.72          |  |                                 | 11,488,474 |   |  | CDN $0.77 | 
|Warrants issued                 |  |                    | 8,446,105  |                                 |  | CDN $0.44          |  |                                 | 8,354,625  |   |  | CDN $0.70 | 
|Warrants expired                |  |                    | (474,867   | )                               |  | CDN $0.96          |  |                                 | (1,562,034 | ) |  | CDN $1.00 | 
|                                |  |                    |            |                                 |  |                    |  |                                 |            |   |  |           | 
|Warrants outstanding, ending    |  |                    | 26,679,670 |                                 |  | CDN $0.63          |  |                                 | 18,708,432 |   |  | CDN $0.72 | 
|                                |  |                    |            |                                 |  |                    |  |                                 |            |   |  |           | 

| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | The weighted average remaining life of the
 warrants outstanding as at December 31, 2016 is 1.76 years.
| |                                                                                                        
| | Details of warrants outstanding as December
 31, 2016 are as follows:                                  

|               |                     |                                                 
|-------------- | ------------------- | ------------------------------------------------
|Exercise Price | Expiration Date     | Number of Warrants
 Outstanding and
 Exercisable
|               |                     |                                                 
|CDN$   0.90    | July 20, 2017       | 3,840,700                                       
|CDN$   0.70    | January 21,
 2018   | 1,356,312                                       
|CDN$   0.95    | April 14,
 2018     | 1,209,080                                       
|CDN$   0.95    | April 27,
 2018     | 421,500                                         
|CDN$   0.74    | July 23, 2018       | 1,070,000                                       
|CDN$   0.74    | July 31, 2018       | 825,500                                         
|US$    0.62    | August 20,
 2018    | 6,038,240                                       
|CDN$   0.74    | November 30,
 2018  | 1,764,444                                       
|CDN$   0.74    | December 18,
 2018  | 1,707,789                                       
|CDN$   0.55    | February 2,
 2019   | 273,058                                         
|CDN$   0.55    | March 17, 2019      | 2,267,947                                       
|CDN$   0.55    | June 28, 2019       | 1,070,000                                       
|CDN$   0.55    | July 28, 2019       | 1,070,000                                       
|CDN$   0.43    | September 16,
 2019 | 695,500                                         
|CDN$   0.30    | November 2,
 2019   | 1,070,000                                       
|CDN$   0.30    | November 22,
 2019  | 429,600                                         
|CDN$   0.25    | December 5,
 2019   | 1,070,000                                       
|CDN$   0.25    | December 14,
 2019  | 500,000                                         
|               |                     |                                                 
|               |                     | 26,679,670                                      
|               |                     |                                                 

F-21

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.  | Share
 Capital (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | On August 21, 2015, the Company entered into
 an Investment Agreement (the Investment Agreement) and Registration Rights
 Agreement (the Registration Rights Agreement) with Dutchess Opportunity
 Fund, II, LP (Dutchess). Pursuant to the Investment Agreement, Dutchess
 committed to purchase, subject to certain restrictions and conditions, up to
 $5 million of the Companys Common Stock upon issuance by the company of a
 Put to Dutchess at a price equal to ninety five percent (95%) of the lowest
 daily VWAP (volume weighted average price) of the Companys Common Stock
 during the five (5) consecutive Trading Days beginning on the Put Notice Date
 and ending on and including the date that is four (4) Trading Days after such
 Put Notice Date. Pursuant to the terms of the Registration Rights Agreement,
 the Company is obligated to file one or more registration statements with the
 SEC to register the resale by Dutchess of shares of Common Stock issued or
 issuable under the Investment Agreement. To date the Company has not utilized
 this facility.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10. | Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Share-Based
 Payment Reserve                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The share-based payment reserve records the
 fair value of options and warrants recorded in accordance with IFRS 2
 Share-based payments until such time that the stock options or warrants are
 exercised, at which time the corresponding amount will be transferred to
 share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11. | Financial
 Instrument Fair Values                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The fair value of the Companys financial
 assets and liabilities approximates the carrying amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Financial instruments measured at fair value
 are classified into one of three levels in the fair value hierarchy according
 to the relative reliability of the inputs used to estimate the fair values.
 The three levels of the fair value hierarchy are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |   |                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | Level 1  Unadjusted quoted prices in active
 markets for identical assets or liabilities;                                   
| |   |                                                                                                                              
| |  | Level 2  Inputs other than quoted prices
 that are observable for the asset or liability either directly or indirectly;
 and
| |   |                                                                                                                              
| |  | Level 3  Inputs that are not based on
 observable market data.                                                              

|    |                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Financial liabilities measured at fair value
 at December 31, 2016 and 2015 consisted of the derivative financial
 liability, which is measured using level 3 inputs.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                            
|    | The fair value of the derivative liability
 is determined by the Black-Scholes option pricing model using the historical
 volatility as an estimate of future volatility. At December 31, 2016, if the
 volatility used was increased by 10% the impact would be an increase to the
 derivative liability of $60,520, with a corresponding decrease to
 comprehensive loss.
|    |                                                                                                                                                                                                                                                                                                                                                                            
|12. | Related
 Party Transactions and Balances                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                            
|    | Related
 Party Balances                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                            
|    | As of December 31, 2016 and 2015 there was
 $318,685 (2015 - $204,060) owed to directors, officers, and companies
 controlled by directors that has been included in trade payables and accrued
 liabilities.                                                                                                                                                              

F-22

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|    |                                                     
|--- | ----------------------------------------------------
|12. | Related
 Party Transactions and Balances (continued)
|    |                                                     
|    | Key
 Management Personnel Compensation              

|                         |  |                                |           |                                |   |                                |  |   |         | 
|------------------------ |  | ------------------------------ | --------- | ------------------------------ | - | ------------------------------ |  | - | ------- | 
|                         |  | Year Ended
 December 31,
 2016 |           | Year Ended
 December 31,
 2015 |   | Year Ended
 December 31,
 2014 | 
|                         |  |                                |           |                                |   |                                | 
|Administrative fees      |  | $                              | 60,000    |                                | $ | 60,000                         |  | $ | 60,000  | 
|Consulting               |  |                                | 48,000    |                                |   | 100,200                        |  |   | 108,000 | 
|Wages and benefits       |  |                                | 587,041   |                                |   | 558,320                        |  |   | 558,500 | 
|Stock-based compensation |  |                                | 933,616   |                                |   | 239,875                        |  |   | 38,222  | 
|                         |  |                                |           |                                |   |                                |  |   |         | 
|                         |  | $                              | 1,628,657 |                                | $ | 958,395                        |  | $ | 764,722 | 
|                         |  |                                |           |                                |   |                                |  |   |         | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13. | Financial
 Risk and Capital Management                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company is exposed in varying degrees to
 a variety of financial instrument related risks. The Board of Directors
 approves and monitors the risk management processes, inclusive of documented
 investment policies, counterparty limits, and controlling and reporting
 structures. The type of risk exposure and the way in which such exposure is
 managed is provided as follows:                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Credit
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Credit risk is the risk that one party to a
 financial instrument will fail to discharge an obligation and cause the other
 party to incur a financial loss. The Companys primary exposure to credit
 risk is on its cash, and cash equivalents. The majority of cash is deposited
 in bank accounts held with major banks in Canada and the United States. As
 most of the Companys cash is held by two banks there is a concentration of
 credit risk. This risk is managed by using major banks that are high credit
 quality financial institutions as determined by rating agencies. The
 Companys secondary exposure to risk is on its receivables. The risk is
 considered to be minimal.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Liquidity
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Liquidity risk is the risk that the Company
 will not be able to meet its financial obligations as they fall due. The Company
 has a planning and budgeting process in place to help determine the funds
 required to support the Companys normal operating requirements on an ongoing
 basis. The Company ensures that there are sufficient funds to meet its
 short-term business requirements, taking into account its anticipated cash
 flows from operations and its holdings of cash and cash equivalents.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Historically, the Companys sole source of
 funding has been the issuance of equity securities for cash, primarily
 through private placements. The Companys access to financing is always
 uncertain. There can be no assurance of continued access to significant
 equity funding.                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The following is an analysis of the
 contractual maturities of the Companys non-derivative financial liabilities as
 at December 31, 2016:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|                                       |  |                   |           |                              |   |                        |  |   |   | 
|-------------------------------------- |  | ----------------- | --------- | ---------------------------- | - | ---------------------- |  | - | - | 
|                                       |  | Within 
 One Year |           | Between One and 
 Five Years |   | More Than 
 Five Years | 
|                                       |  |                   |           |                              |   |                        | 
|Trade Payables and Accrued Liabilities |  | $                 | 1,192,636 |                              | $ |                       |  | $ |  | 
|                                       |  |                   |           |                              |   |                        |  |   |   | 

| |                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Foreign
 Exchange Risk                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                            
| | Foreign exchange risk is the risk that the
 fair values of future cash flows of a financial instrument will fluctuate
 because they are denominated in currencies that differ from the respective
 functional currency. The Company does not hedge its exposure to fluctuations
 in foreign exchange rates.

F-23

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|    |                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|13. | Financial
 Risk and Capital Management (continued)                                                                                                 
|    |                                                                                                                                                    
|    | Foreign
 Exchange Risk (continued)                                                                                                                 
|    |                                                                                                                                                    
|    | The following is an analysis of the United
 States dollar equivalent of financial assets and liabilities that are
 denominated in Canadian dollars:

|                                       |  |                     |          |                     |   |         |  
|-------------------------------------- |  | ------------------- | -------- | ------------------- | - | ------- | -
|                                       |  | December 31, 
 2016 |          | December 31, 
 2015 |  
|                                       |  |                     |          |                     |  
|Cash and cash equivalents              |  | $                   | 21,933   |                     | $ | 295,019 |  
|Trade payables and accrued liabilities |  |                     | (140,756 | )                   |   | (98,154 | )
|                                       |  |                     |          |                     |   |         |  
|Net                                    |  | $                   | (118,823 | )                   | $ | 196,865 |  
|                                       |  |                     |          |                     |   |         |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Based on the above net exposures, a 1%
 change in the Canadian dollar to United States dollar exchange rate would
 impact the Companys net loss by 1,188 and $1,969 at December 31, 2016 and
 2015, respectively.                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest
 Rate Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest rate risk is the risk that the fair
 value of future cash flows of a financial instrument will fluctuate because
 of changes in market interest rates. The Company is exposed to interest rate
 risk on its cash equivalents as these instruments have original maturities of
 three months or less and are therefore exposed to interest rate fluctuations
 on renewal. A 1% change in market interest rates would have an impact on the
 Companys net loss of approximately $1,000.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The fair value of the Companys financial
 assets and liabilities approximates the carrying amount.                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Financial instruments measured at fair value
 are classified into one of three levels in the fair value hierarchy according
 to the relative reliability of the inputs used to estimate the fair values.
 The three levels of the fair value hierarchy are:                                                                                                                                                                                                                                    

| |   |                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | Level 1  Unadjusted quoted prices in active
 markets for identical assets or liabilities;                                   
| |   |                                                                                                                              
| |  | Level 2  Inputs other than quoted prices
 that are observable for the asset or liability either directly or indirectly;
 and
| |   |                                                                                                                              
| |  | Level 3  Inputs that are not based on
 observable market data.                                                              

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Financial liabilities measured at fair value
 at December 31, 2015 and 2014 consisted of the derivative financial
 liability, which is measured using level 3 inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The fair value of the derivative liability is
 determined by the Black-Scholes option pricing model using the historical
 volatility as an estimate of future volatility. At December 31, 2015, if the
 volatility used was increased by 10% the impact would be an increase to the
 derivative liability of $53,766, with a corresponding decrease to
 comprehensive loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Employment
 Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has an agreement (the
 Employment Agreement) dated October 1, 2007, and amended July 31, 2008,
 with an officer of the Company under which the Company pays a fee for
 employee services at a base salary of $220,000 per annum. On April 30, 2010,
 the Board of Directors passed a resolution to increase this to $250,000 per
 annum and on May 13, 2011 passed a resolution to increase this to $275,000
 per annum. The employee is entitled to receive options under the terms and
 conditions of the Companys stock option plan. The employee will serve as the
 President and Chief Executive Officer of the Company. On April 5, 2012, the
 employment agreement was extended for an additional two years under the same
 terms. On April 5, 2014, the employment agreement was extended for an
 additional three years under the same terms.

F-24

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14. | Commitments
 (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Employment
 Agreement (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Pursuant to the Employment Agreement, the
 Company has committed to granting 500,000 stock options based on the Company
 achieving certain consolidated net revenue targets. The exercise price and
 term of the options will be set at time the targets are met.                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The employee has the right, upon 30-days
 notice, to terminate the Employment Agreement. The Company may terminate the
 Employment Agreement on 10-days notice if for cause or on 60 days notice if
 without cause. Should the Company terminate the contract without cause, it is
 obligated to pay the employee an amount equal to three months base salary.                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | License
 Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | In 2004, the Company entered into a License
 Agreement with a university under which the university is entitled to
 receive: (i) 2% of the Companys adjusted gross sales as defined in the
 License Agreement, and (ii) 2% of the adjusted gross sales of any sub
 licensee as defined in the License Agreement. The License Agreement gives the
 Company an exclusive license to a certain United States patent and the
 related technology for low temperature growth of inorganic materials from
 solution using catalyzed growth and re-growth.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Research
 and Development Facility Lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On June 1, 2013, the Company entered into a
 new two-year lease for its research and development facility in Rochester,
 New York. The Company will pay a base rent of $103,596 per year in monthly
 installments of $8,633. The lease was set to expire on June 30, 2015. On June
 26, 2015, the Company extended the lease from July 1, 2015 to June 30, 2017
 at a base rent of $105,212 per year in monthly installments of $8,768.                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Patent
 License Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On December 9, 2011, the Company entered
 into a Patent License Agreement to use certain licensed patents. The Company
 is required to pay an annual fee of $25,000 for as long as the Company uses
 the patents.                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15. | Income
 Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | A reconciliation of the expected income tax
 recovery to the actual income tax recovery is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                                      |  |                                |            |                                |   |                                |   |   |            |  
|------------------------------------- |  | ------------------------------ | ---------- | ------------------------------ | - | ------------------------------ | - | - | ---------- | -
|                                      |  | Year Ended
 December 31,
 2016 |            | Year Ended
 December 31,
 2015 |   | Year Ended
 December 31,
 2014 |  
|                                      |  |                                |            |                                |   |                                |  
|Net loss                              |  | $                              | (2,021,700 | )                              | $ | (3,488,129                     | ) | $ | (2,193,532 | )
|Tax rate                              |  |                                | 34         | %                              |   | 34                             | % |   | 34         | %
|                                      |  |                                |            |                                |   |                                |   |   |            |  
|Expected income tax recovery          |  |                                | (687,378   | )                              |   | (1,185,964                     | ) |   | (745,801   | )
|Derivative liability                  |  |                                | (607,888   | )                              |   | (38,927                        | ) |   | (646,622   | )
|Non-deductible items and other        |  |                                | 275,973    |                                |   | 83,288                         |   |   | (572,181   | )
|Share issuance costs not recognized   |  |                                | (58,233    | )                              |   |                               |   |   |           |  
|Effect of different foreign tax rates |  |                                | 19,251     |                                |   | 30,448                         |   |   | (2,399     | )
|Temporary differences not recognized  |  |                                | 1,058,275  |                                |   | 1,111,155                      |   |   | 1,967,003  |  
|                                      |  |                                |            |                                |   |                                |   |   |            |  
|                                      |  | $                              |           |                                | $ |                               |   | $ |           |  
|                                      |  |                                |            |                                |   |                                |   |   |            |  

| |                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company has the following deductible
 temporary difference for which no deferred tax asset has been recognized and
 that can be carried forward indefinitely.

|                            |  |                     |            |                     |   |            | 
|--------------------------- |  | ------------------- | ---------- | ------------------- | - | ---------- | 
|                            |  | December 31, 
 2016 |            | December 31, 
 2015 |  
|                            |  |                     |            |                     |  
|Non-capital losses  Canada |  | $                   | 1,934,799  |                     | $ | 1,506,002  | 
|Tax losses  United States  |  |                     | 20,420,145 |                     |   | 17,842,058 | 
|Equipment tax pools         |  |                     | 1,102,969  |                     |   | 956,023    | 
|Share issuance costs        |  |                     | 247,194    |                     |   | 156,111    | 
|                            |  |                     |            |                     |   |            | 
|                            |  | $                   | 23,705,107 |                     | $ | 20,460,194 | 
|                            |  |                     |            |                     |   |            | 

F-25

---



|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|Natcore Technology Inc.                                                                                                            
|Notes to the Consolidated Financial
 Statements 
 (Expressed in United States Dollars) 
 For Years Ended December 31, 2016 and 2015
|                                                                                                                                   

|    |                                                                      
|--- | ---------------------------------------------------------------------
|    | The Canadian and US non-capital losses
 expire between 2022 and 2036.
|    |                                                                      
|16. | Research
 and Development Expense                                    
|    |                                                                      
|    | Details of this expense account by nature
 are as follows:           

|                                          |  |                                |           |                                |   |                                |  |   |           | 
|----------------------------------------- |  | ------------------------------ | --------- | ------------------------------ | - | ------------------------------ |  | - | --------- | 
|                                          |  | Year Ended
 December 31,
 2016 |           | Year Ended
 December 31,
 2015 |   | Year Ended
 December 31,
 2014 | 
|                                          |  |                                |           |                                |   |                                | 
|Consulting                                |  | $                              | 10,754    |                                | $ | 18,676                         |  | $ | 136,753   | 
|Equipment rental, rent and facility costs |  |                                | 286,323   |                                |   | 284,533                        |  |   | 352,809   | 
|Professional fees                         |  |                                | 103,011   |                                |   | 123,313                        |  |   | 257,856   | 
|Royalty and other                         |  |                                | 39,102    |                                |   | 71,239                         |  |   | 103,562   | 
|Wages and salaries                        |  |                                | 698,232   |                                |   | 705,953                        |  |   | 783,884   | 
|                                          |  |                                |           |                                |   |                                |  |   |           | 
|                                          |  | $                              | 1,137,422 |                                | $ | 1,203,714                      |  | $ | 1,634,864 | 
|                                          |  |                                |           |                                |   |                                |  |   |           | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17. | Subsequent
 Events                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In
 January 2017, the Company completed a non-brokered private placement and
 issued 1,021,800 units at a price of CDN$0.21 per unit for gross proceeds of $162,252
 (CDN$214,578). Each unit comprised one common share and one purchase warrant,
 with each warrant exercisable at a price of CDN$0.25 per share for a period
 of three years from the date of closing.                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In
 January 2017, the Company received $39,635 (CDN$52,000) from the exercise of
 130,000 options.                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In
 February 2017, the Company issued 140,000 common shares for legal services.                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In
 February 2017, the Company completed a non-brokered private placement and
 issued 650,000 units at a price of CDN$0.34 per unit for gross proceeds of
 $168,955 (CDN$221,000). Each unit comprised one common share and one purchase
 warrant, with each warrant exercisable at a price of CDN$0.40 per share for a
 period of three years from the date of closing. The Company also issued
 45,500 finders warrants with an exercise price of CDN$0.40.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In
 March 2017, the Company completed a non-brokered private placement and issued
 900,000 units at a price of CDN$0.19 per unit for gross proceeds of $127,860
 (CDN$171,000). Each unit comprised one common share and one purchase warrant,
 each warrant exercisable at a price of CDN$0.25 per share for a period of
 three years from the date of closing.                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In
 April 2017, the Company completed a non-brokered private placement and issued
 1,030,000 units at a price of CDN$0.19 per unit for gross proceeds of
 $146,790 (CDN$195,700). Each unit comprised one common share and one purchase
 warrant, each warrant exercisable at a price of CDN$0.25 for a period of
 three years from the date of closing.                                                                                                     

F-26

---



SIGNATURE

The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this Annual Report on its behalf.

|                         |                                                
|------------------------ | -----------------------------------------------
|Date:
      May 16, 2017 |                                                
|                         |                                                
|                         | NATCORE TECHNOLOGY, INC.                       
|                         |                                                
|                         | By: /S/ CHARLES R. PROVINI                     
|                         | Name: Charles R. Provini                       
|                         | Title: President & CEO                         
|                         | Authorized Representative
 in the United States

---