Bitterroot Resources Ltd. — Regulatory Filings 2021

May 11, 2021

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

May 3, 2021 and May 10, 2021

ITEM 3 NEWS RELEASES

May 3, 2021 and May 10, 2021 disseminated through Market News Publishing Inc. (www.baystreet.com) and Stockwatch.

ITEM 4 SUMMARY OF MATERIAL CHANGE

Bitterroot announces increase to private placement and closing of private placement. ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE See attached News Releases 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

May 10, 2021

P:\Client Data\A1\1179\Private Placements\2021 - April Private Placement\015.material_chng closing.doc

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

NEWS RELEASE

May 3, 2021

PRIVATE PLACEMENT - TERMS AMENDED

Due to robust demand, Bitterroot Resources Ltd.’s ( BTT, TSX-V ) management has increased the size of its recently announced non-brokered private placement. The placement will consist of 11,195,000 units priced at $0.10 per unit, comprising one common share and one half of a common share purchase warrant exercisable at $0.20 for 2 years, for gross proceeds of approximately $1,119,500. As previously disclosed, the proceeds will be used for drilling at the LM nickel/copper/PGM property, exploration on the Company’s recently drill-permitted gold projects in Nevada and for general working capital.

This news release does not constitute an offer or solicitation to sell any of these securities in the United States. The securities will not be registered under the United States Securities Act of 1933, as amended (“the US Securities Act”), or under any State securities laws. The securities may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S Securities Act and applicable State securities laws, or unless an exemption from such registration is available.

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 : 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 results may differ materially from those projected by management. For such statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.

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

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

NEWS RELEASE

May 10, 2021

PRIVATE PLACEMENT CLOSED

Bitterroot Resources Ltd.’s (symbol BTT, TSX-V ) management announces that further to its press releases dated April 27, 2021 and May 3, 2021, the Company has closed an oversubscribed nonbrokered private placement of 11,195,000 units of the Company at a purchase price of $0.10 per unit, for aggregate gross proceeds to the Company of $1,119,500. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.20 until May 4, 2023.

The Company intends to use the majority of the proceeds to fund its 51% share of costs incurred drilling approximately 15-20 additional holes on the LM magmatic nickel-copper-PGM property in the Upper Peninsula of Michigan. Drilling at the LM Property is expected to resume in late May. The balance of the funds will be used for working capital and for pre-drilling work on the 100%owned Coyote and Castle epithermal gold/silver properties in Nevada. Bitterroot’s US subsidiary has received BLM Decisions allowing core drilling on the Castle property (up to 13 drill sites and associated road maintenance) and Coyote property (up to 20 drill sites and associated road maintenance/construction). Additional geological and geophysical work is planned before drilling.

The Company has compensated PI Financial Corp., Haywood Securities Inc. and Pollitt & Co. for their role as arm’s length finders of purchasers of the private placement. The Company has paid the finders an aggregate amount of $12,420 in cash and issued a total of 124,200 finders’ warrants. Each finders’ warrant is exercisable to acquire one Common Share at an exercise price of $0.20 until May 4, 2023.

The private placement is subject to the final acceptance of the TSX Venture Exchange. The securities issued are subject to a four-month hold period expiring on September 6, 2021.

The securities issued in connection with the private placement have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of US persons, absent such registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale, or solicitation would be unlawful.

ON BEHALF OF THE BOARD OF DIRECTORS

Michael S. Carr

Director

Contact information:

Telephone: 604-922-1351 Email: infoman@bitterrootresources.com

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 forward-looking 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. Forward-looking statements in this press release include but are not limited to the final approval of the Exchange to the Private Placement and the intended use of proceeds for the Private Placement. Factors that could cause actual results to differ materially from those in forward-looking statements include that Company does not receive regulatory approval to the Private Placement. The forward-looking statements are subject to certain other 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 results may differ materially from those projected by management. When relying on forward-looking 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 statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.