Nicola Mining — Capital/Financing Update 2021

Oct 22, 2021

51-102F3 MATERIAL CHANGE REPORT [F]

Item 1 Name and Address of Company

Nicola Mining Inc. (the “ Company ”) 3329 Aberdeen Road Lower Nicola, BC V0K 1Y0

Item 2 Date of Material Change

October 11, 2021

Item 3 News Release

The news release dated October 11, 2021 was issued by Stockwatch and Market News on October 11, 2021.

Item 4 Summary of Material Change

The Company announced a non-brokered private placement consisting of 4,375,000 flow-through shares (“FT Shares”) at a price of $0.12 per FT Share for gross proceeds of $525,000 (the “Offering”).

Each share of the Company will be issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) and in accordance with the policies of the TSX Venture Exchange (the “Exchange”).

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to the approval of the Exchange. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The aggregate gross proceeds from the Offering are expected to be used for further exploration on the Company’s wholly-owned New Craigmont and Treasure Mountain Properties.

Nicola also hopes to utilize operational cashflows towards additional explorations costs during 2022.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The material change is fully described in Item 4 above and in the attached News Release which has been filed on SEDAR.

5.2 Disclosure for Restructuring Transactions

Not Applicable

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable

Item 7 Omitted Information

None

Item 8 Executive Officer

Peter Espig, President and Chief Executive Officer, 778.385.1213

Item 9 Date of Report

October 21, 2021

==> picture [262 x 54] intentionally omitted <==

TSXV: NIM

NICOLA MINING ANNOUNCES FLOW-THROUGH SHARE PRIVATE PLACEMENT

VANCOUVER, BC, October 11, 2021 – Nicola Mining Inc. ( TSX.V: NIM ) ( FSE: HLI ), (the “ Company ” or “ Nicola ”) is pleased to announce a non-brokered private placement consisting of 4,375,000 flow-through shares (“ FT Shares ”) at a price of $0.12 per FT Share for gross proceeds of $525,000 (the “ Offering ”).

Each share of the Company will be issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) and in accordance with the policies of the TSX Venture Exchange (the “ Exchange ”).

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to the approval of the Exchange. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The aggregate gross proceeds from the Offering are expected to be used for further exploration on the Company’s wholly-owned New Craigmont and Treasure Mountain Properties.

Nicola also hopes to utilize operational cashflows towards additional explorations costs during 2022.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Nicola Mining

Nicola Mining Inc. is a junior mining company listed on the TSX Venture and Frankfurt Exchanges that maintains a 100% owned mill and tailings facility, located near Merritt, British Columbia. It has signed Mining and Milling Profit Share Agreements with high grade gold projects. Nicola’s fully-permitted mill can process both gold and silver mill feed via gravity and flotation processes.

The Company owns 100% of the New Craigmont Project, a high-grade copper property, which covers an area of 10,084 hectares along the southern end of the Guichon Batholith and is adjacent to Teck Resources Ltd.’s Highland Valley Copper, Canada’s largest copper mine. The Company also owns 100% of the Treasure Mountain Property, consisting of 29 mineral tenures covering 2178 hectares (ha) and a mining lease covering 335 ha.

On behalf of the Board of Directors

“ Peter Espig ”

Peter Espig CEO & Director

For additional information

Contact: Peter Espig Phone: (778) 385-1213 Email: info@nicolamining.com

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

- Cautionary Statement Regarding Forward Looking Statements

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and Exchange approval of the proposed Offering. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the funds raised from the sale of the Units may not be renounced in favour of the Shareholders; the Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise .