Phenom Resources Corp. — Capital/Financing Update 2022

Oct 3, 2022

Form 51-102F3 Material Change Report

Item 1: Name and Address of Company

Phenom Resources Corp. (formerly First Vanadium Corp.) 1100 - 1199 West Hastings Street Vancouver, BC V6E 3T5

Item 2: Date of Material Change

October 3, 2022

Item 3: News Release

News Release dated October 3, 2022 disseminated via Newsfile Corp.

Item 4: Summary of Material Change

On October 3, 2022, the Company announced that it proposed to undertake a non-brokered private placement of up to 5,500,000 units (the “Units”) at a price of $0.30/Unit to raise total gross proceeds of up to $1,650,000 (the “Offering”). Each Unit will be comprised of one common share and one half warrant. Each whole warrant will entitle the holder thereof to purchase one common share for a period of 3 years at a price of $0.50. The Company also retains a 10% over-allotment option which will permit it to issue up to an additional 550,000 Units for up to an additional $165,000 if circumstances warrant at the time of closing.

The Company’s news release 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 5: Full Description of Material Change

On October 3, 2022, the Company announced that it proposed to undertake a non-brokered private placement of up to 5,500,000 units (the “Units”) at a price of $0.30/Unit to raise total gross proceeds of up to $1,650,000 (the “Offering”). Each Unit will be comprised of one common share and one half warrant. Each whole warrant will entitle the holder thereof to purchase one common share for a period of 3 years at a price of $0.50. The Company also retains a 10% over-allotment option which will permit it to issue up to an additional 550,000 Units for up to an additional $165,000 if circumstances warrant at the time of closing.

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 Units will be offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation. A finder’s fee may be paid to eligible finders in relation to this financing, subject to compliance with applicable securities laws and 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 remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The Company’s news release 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: (604) 340-7711

Item 9: Date of Report

October 3, 2022

“Paul Cowley”

Paul Cowley, President & CEO