Phenom Resources Corp. — Capital/Financing Update 2020

Jun 26, 2020

Form 51-102F3 Material Change Report

Item 1: Name and Address of Company

First Vanadium Corp. Four Bentall Centre 1055 Dunsmuir Street – Suite 2200 Vancouver, BC V7X 1L2

Item 2: Date of Material Change

June 26, 2020

Item 3: News Release

News Release dated June 26, 2020 disseminated via Newsfile Corp.

Item 4: Summary of Material Change

On June 26, 2020, the Company announced that it is over-subscribed for its non-brokered private placement, previously announced June 18, 2020. Accordingly, the Company will be increasing its private placement such that it now proposes to sell and issue up to 10,666,667 units at a price of $0.15 per unit for gross proceeds of up to $1,600,000. Each unit will be comprised of one common share and one warrant. Each warrant will be exercisable into one common share for a period of three years at an exercise price of $0.26 per share.

Item 5: Full Description of Material Change

On June 26, 2020, the Company announced that it is over-subscribed for its non-brokered private placement, previously announced June 18, 2020. Accordingly, the Company will be increasing its private placement such that it now proposes to sell and issue up to 10,666,667 units at a price of $0.15 per unit for gross proceeds of up to $1,600,000. Each unit will be comprised of one common share and one warrant. Each warrant will be exercisable into one common share for a period of three years at an exercise price of $0.26 per share.

The proceeds of the private placement will be used to carry out technical work principally for drilling the gold opportunity on the Company’s Carlin Vanadium Project and to a lesser degree for general working capital. The Company may pay a finder’s fee of cash, shares or finders warrants, to eligible persons, in compliance with applicable securities laws and exchange policies. This financing is subject to TSXV approval.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 as amended (1933 Act), or any state securities laws, and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

First Vanadium has an option to earn a 100% interest in the Carlin Vanadium Project, located in Elko County, 6 miles south from the town of Carlin, Nevada on Highway I-80. The Company announced the completion of a Preliminary Economic Assessment on the Project on May 11, 2020 and filed its Technical Report June 25, 2020.

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

Paul S. Cowley President, CEO and Director Tel: (778) 655-4311

Item 9: Date of Report

June 26, 2020

“Paul Cowley”

Paul Cowley, President & CEO