Phenom Resources Corp. — Capital/Financing Update 2021

Apr 15, 2021

Form 51-102F3 Material Change Report

Item 1: Name and Address of Company

First Vanadium Corp. 880- 580 Hornby Street Vancouver, BC V6C 3B6

Item 2: Date of Material Change

April 15, 2021

Item 3: News Release

News Release dated April 15, 2021 disseminated via Newsfile Corp.

Item 4: Summary of Material Change

On April 15, 2021 the Company announced that it proposes to undertake a non-brokered private placement of up to 15,000,000 units (the “Units”) at a price of $0.40/Unit to raise total gross proceeds of up to $6,000,000 (the “Offering”). Each Unit will be comprised of one common share and one-half (0.5) of one warrant. Each whole warrant will entitle the holder thereof to purchase one common share for a period of 3 years at a price of $0.55.

Item 5: Full Description of Material Change

On April 15, 2021 the Company announced that it proposes to undertake a non-brokered private placement of up to 15,000,000 units (the “Units”) at a price of $0.40/Unit to raise total gross proceeds of up to $6,000,000 (the “Offering”). Each Unit will be comprised of one common share and one-half (0.5) of one warrant. Each whole warrant will entitle the holder thereof to purchase one common share for a period of 3 years at a price of $0.55.

The gross proceeds received from the sale of the Units will be used for work programs on the Company’s exploration properties and for general working capital.

The Company may pay finders’ fees comprised of cash and/or non-transferable warrants in connection with the Offering, subject to compliance with the policies of the TSX Venture Exchange. All securities issued and sold under the Offering will be subject to a hold period expiring four months and one day from their date of issuance. Completion of the Offering and the payment of any finders’ fees remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The news release issued by the Company does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

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

April 15, 2021

“Paul Cowley”

Paul Cowley, President & CEO