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Nicola Mining Capital/Financing Update 2023

Jan 11, 2023

43861_rns_2023-01-11_f6061445-3684-4bc8-98a1-27f125f521cf.pdf

Capital/Financing Update

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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

January 9, 2023

Item 3 News Release

The news release dated January 6, 2023 was issued by Market News and Stockwatch on January 6, 2023.

Item 4 Summary of Material Change

On January 6, 2023, the Company announced that it has completed the amendments to the secured convertible debentures (each, a "Debenture") by issuing Amended and Restated Convertible Debenture Certificates in the aggregate principal amount of $330,000 to certain holders.

The maturity date of the Debentures has been extended from January 9, 2023 to January 9, 2025. The Company also amended the Debentures to permit the Company to prepay all or any portion of the outstanding principal of the Debenture, and accrued and unpaid interest thereon, at its sole discretion without penalty or bonus. In all other respects, the terms of the Debentures remain the same.

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 News Releases filed on SEDAR at www.sedar.com.

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

January 11, 2023

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