Bitterroot Resources Ltd. — Capital/Financing Update 2023

Feb 2, 2023

FORM 51-102F3

MATERIAL CHANGE REPORT

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NAME AND ADDRESS OF COMPANYBITTERROOT RESOURCES LTD.206-B – 1571 Bellevue AvenueWest Vancouver, British ColumbiaV7V 1A6Tel: (604) 922-1351Fax: (604) 922-8049DATE OF MATERIAL CHANGEJanuary 27, 2023NEWS RELEASESJanuary27,2023disseminatedthroughMarketNewsPublishingInc.(www.baystreet.com) and Stockwatch.SUMMARY OF MATERIAL CHANGEBitterroot announces closing of first tranche of private placement.FULL DESCRIPTION OF MATERIAL CHANGESee attached News ReleaseRELIANCE ON SUBSECTION 7.1(2) OR (3) OFNATIONAL INSTRUMENT 51-102N/AOMITTED INFORMATIONN/AEXECUTIVE OFFICERMichael S. Carr – President and DirectorTelephone: (604) 922-1351DATE OF REPORTFebruary 1, 2023

A1-1179-PRIVATE PLACEMENTS-016.material_chng:1

BITTERROOT RESOURCES LTD.

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

NEWS RELEASE

January 27, 2023

BITTERROOT RESOURCES CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Bitterroot Resources Ltd. ( symbol BTT, TSX-V ) has closed the first tranche of a non-brokered private placement, raising C$140,000 through the issuance of 3,500,000 units priced at C$0.04, consisting 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 will be subject to a hold period expiring May 28, 2023. No finder’s fees were paid on this tranche.

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 : 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.