Bitterroot Resources Ltd. — Capital/Financing Update 2023

Mar 1, 2023

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1 NAME AND ADDRESS OF COMPANY

BITTERROOT RESOURCES LTD. 206-B – 1571 Bellevue Avenue West Vancouver, British Columbia V7V 1A6 Tel: (604) 922-1351 Fax: (604) 922-8049 ITEM 2 DATE OF MATERIAL CHANGE

February 22, 2023

ITEM 3 NEWS RELEASES

February 22, 2023 disseminated through Market News Publishing Inc. (www.baystreet.com) and Stockwatch.

ITEM 4 SUMMARY OF MATERIAL CHANGE

Bitterroot announces closing of final tranche of private placement.

ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE

See attached News Release

The final tranche of the unit private placement included 2 placees who are related parties to Bitterroot Resources Ltd. (the “ Company ”). The additional disclosure required by section 5.2 of MI 61-101 is as follows:

• (a) private placement of units of the Company for C$0.04 per unit (with each unit consisting of one common share and one half of a common share purchase warrant exercisable at C$0.08 and expiring on February 21, 2025);

• (b) the purpose of the private placement is to raise funds for the Company for land acquisition activities in Michigan and Nevada and for general working capital;

• (c) raise working capital required for continued obligations;

• (d) (i) $50,000.00 subscriptions were received from directors of the Company in the second tranche ($110,000.00 for the total private placement);

  • (ii) the related party subscriptions from the second tranche of the private placement result in a 0.80% increase and a 0.31% increase in shareholdings for the related parties of the total number of issued and outstanding shares of the Company (1.52% increase and a 0.71% increase for the total private placement);

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• (e) the private placement was reviewed and approved by the board by way of consent resolutions of the board;

• (f) no valuation required as private placement was for less than 25% of the Company’s market capitalization;

• (g) no shareholder approval required as private placement was for less than 25% of the Company’s market capitalization;

• (h) subscription agreement for units; and

• (i) the second tranche of the private placement of units was for total subscription proceeds of $60,000.00 ($200,000.00 for the total private placement). The market capitalization of the Company as at the date of news release was $4,684,177.80. The second tranche of this private placement represents 1.28% of market capitalization (4.27% for the total placement). The related party portion of the second tranche of the private placement represents 1.07% of market capitalization (2.35% for the total private placement). Therefore, the exemptions in sections 5.5(a) and 5.7(a) were relied upon.

ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

N/A

ITEM 7 OMITTED INFORMATION

N/A

ITEM 8 EXECUTIVE OFFICER

Michael S. Carr – President and Director Telephone: (604) 922-1351

ITEM 9 DATE OF REPORT

March 1, 2023

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BITTERROOT RESOURCES LTD.

Suite 206-B, 1571 Bellevue Avenue, West Vancouver, BC, V7V 1A6 tel 604 922 1351 www.bitterrootresources.com

NEWS RELEASE

February 22, 2023

BITTERROOT RESOURCES CLOSES FINAL TRANCHE OF PRIVATE PLACEMENT

Bitterroot Resources Ltd. ( symbol BTT, TSX-V ) has closed the final tranche of a non-brokered private placement, raising a total of C$200,000 through the issuance of 5,000,000 units priced at C$0.04. Each unit consists of one common share and one half of a common share purchase warrant exercisable at C$0.08 for two years. The proceeds will be used, in roughly equal amounts, for land acquisition activities in Michigan and Nevada and for general working capital.

The securities issued pursuant to the financing are subject to hold periods expiring May 28, 2023 and June 22, 2023. No finder’s fees or other compensation was paid. The private placement is in part a related party transaction. The Company has relied on an exemption from the valuation and shareholder approval requirements of MI 61-101.

ON BEHALF OF THE BOARD OF DIRECTORS

Michael S. Carr Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS : Certain statements contained in this press release may constitute forwardlooking statements under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects” or “it is expected”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. This document contains statements about expected or anticipated future events and/or financial results that are forward-looking in nature and as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, regulatory processes and actions, technical issues, new legislation, competitive conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and the company’s ability to execute and implement its future plans. Actual events may differ materially from those projected in the forward-looking statements. When relying on forwardlooking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, except as may be required by applicable securities laws. For such forward-looking statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.