NTCXF Natcore Technology Inc (CE)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F.
Form 20-F x     Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.Yes o     No x

          The following exhibits are filed herewith:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 6-K and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rochester, NY on December 24, 2015.

Form 51-102F3
Material Change Report

(a) Confidentiality

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

(b) Use of “Company”

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

(c) Numbering and Headings

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

(d) Defined Terms

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

(e) Plain Language

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

Item 3		News Release
		A news release was disseminated on December 21, 2015 through the facilities of Marketwire.
Item 4	Summary of Material Change
	The Company has completed the second tranche of its proposed non-brokered private placement, as announced on November 26, 2015. Gross proceeds of $605,228.04 were raised through the sale of 1,681,189 units at a price of $0.36 per unit.
Item 5	Full Description of Material Change
	Gross proceeds of $605,228.04 were raised through the sale of 1,681,189 units at a price of $0.36 per unit. Each unit comprised one common share and one share purchase warrant. Each warrant entitles the holder to purchase of a further common share at $0.55 for a period of three years.
	All securities issued in the initial tranche are subject to a hold period in Canada expiring on April 19, 2016. Proceeds of the placement will be applied to further development of the Company’s technologies and general working capital.

Item 6	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
	This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.
Item 7	Omitted Information
	No information has been omitted on the basis that it is confidential information.
Item 8	Executive Officer
	Charles Provini is knowledgeable about the material change and the Report and may be contacted (585) 286-9180
Item 9	Date of Report
	December 21, 2015

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Natcore Technology closes second tranche of private placement

ROCHESTER, N.Y., Dec. 23, 2015 /CNW/ -- Natcore Technology Inc. (TSX-V: NXT; OTCQB: NTCXF) has completed the second tranche of its proposed non-brokered private placement, as announced on November 26, 2015. Gross proceeds of $605,228.04 were raised through the sale of 1,681,189 units at a price of $0.36 per unit. Each unit comprised one common share and one share purchase warrant. Each warrant entitles the holder to purchase of a further common share at $0.55 for a period of three years.

All securities issued in the initial tranche are subject to a hold period in Canada expiring on April 19, 2016. Proceeds of the placement will be applied to further development of Natcore’s technologies and general working capital. A third and final tranche of the placement is expected to close on or before January 5, 2016.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The Company has not authorized nor consented to third party publication of the information contained in the press release. Neither the United States Securities and Exchange Commission (“SEC”), the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) opines as to, nor accepts responsibility for, the adequacy or accuracy of this release.

Contact: Chuck Provini
(585)286-9180
Info@NatcoreSolar.com

SOURCE Natcore Technology Inc.

%SEDAR: 00026055E

CO: Natcore Technology Inc.

CNW 17:00e 23-DEC-15

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