Phenom Resources Corp. — Regulatory Filings 2021

Jan 14, 2021

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

January 14, 2021

Item 3: News Release

News Release dated January 14, 2021 disseminated via Newsfile Corp.

Item 4: Summary of Material Change

On January 14, 2021, the Company announced that it is selectively strengthening its gold portfolio in Nevada by signing an Option Agreement exclusively with Dave Mathewson for a property he has held and planned to drill himself for a number of years in the Battle Mountain – Eureka Gold Trend. The option of the AVP Property will further strengthen Dave Mathewson’s position and engagement in First Vanadium Corp. with additional stock in the Company and will spearhead and supervise the exploration on both AVP Property and the Carlin Vanadium-Gold Project.

Item 5: Full Description of Material Change

On January 14, 2021, the Company announced that it is selectively strengthening its gold portfolio in Nevada by signing an Option Agreement exclusively with Dave Mathewson for a property he has held and planned to drill himself for a number of years in the Battle Mountain – Eureka Gold Trend. The option of the AVP Property will further strengthen Dave Mathewson’s position and engagement in First Vanadium Corp. with additional stock in the Company and will spearhead and supervise the exploration on both AVP Property and the Carlin Vanadium-Gold Project.

Paul Cowley, President & CEO stated, “We are very pleased to add this high-quality opportunity from Dave Mathewson who obviously has a proven eye for good gold prospects in Nevada. The terms are modest to manage, still allowing us to focus the bulk of our treasury on drilling the Carlin Vanadium-Gold Project. The Company plans to conduct a ground magnetics and gravity survey in early spring on AVP, followed by reverse circulation drilling in 5-10 holes in 1,500m (5,000ft) this summer. Drilling in the 1980’s on AVP suggests mineralization remains open in almost all directions and according to Dave Mathewson, may represent the tip of the iceberg.”

Mr. Mathewson is a renowned Nevada gold specialist and former Newmont Mining Corporation Regional Exploration Manager. Mr. Mathewson was instrumental in several significant gold discoveries in the Rain and Railroad Mining Districts in the southern portion of the Carlin Gold Trend. During the 1990’s while at Newmont, Mr. Mathewson led the team which discovered the Tess, Northwest Rain, Saddle, and South Emigrant gold deposits in the Rain District, which total over 4 million ounces of gold. In 2009, he was a founder of Gold Standard Ventures Corp. (GSV-TSX and NYSE) and served as its Vice President of Exploration until 2015. During this period, his exploration team discovered the North Bullion gold, Bald Mountain gold and copper, and Sylvania silver and copper deposits, as well as acquired the Pinion gold deposit, all in the Railroad District.

The AVP claim group, comprised of 40 unpatented lode claims, is located 23 kilometres southwest of Eureka, Nevada, within the southern extension of the Battle Mtn – Eureka Gold Trend and is specifically on the southern extension of the Cortez-Gold Bar Trend. The Battle Mtn – Eureka Gold Trend rivals the Carlin Gold Trend in gold production and prospectivity. Access around the entire AVP Property is easily obtained via existing roads and 2-track trails. The prospect area covers a 3.6 kilometre north-south stretch of the Mahogany range margin which exhibits silicified limestone but much is covered by a generally thin veneer of post-mineral gravel.

In the early 1980’s, Bear Creek Exploration, the exploration arm of Kennecott, drilled 10 shallow (152m, 500ft) vertical holes in 9 sites over an area of about ½ square kilometre. Bedrock was encountered in all holes from depths of 12.2m (40ft) to a maximum of 126.5m (415ft). Four of the drill holes encountered favorable limestone host with significantly anomalous gold. One hole encountered 16.8m (55ft) of 0.5g/t Au (0.015ozAu/st), including 1.5m (5ft) of 1.23g/t Au (0.036ozAu/st). No follow-up drilling has been done since.

AVP Transaction

The Company has signed a five-year option agreement with Nevada Gold Ventures, LLC (“Nevada Gold”), exclusively owned by Dave Mathewson, whereby the Company has the option to acquire a 100% interest in the AVP Property by completing the following cash payments and share issuances to Nevada Gold and incurring the following exploration expenditures on the property:

• a) On signing of an Option Agreement, pay US$25,000;

• b) On receipt of approval from TSX Venture Exchange (“TSX-V”), issue 250,000 First Vanadium common shares;

• c) On or before the first anniversary of TSX-V approval, spend US$250,000 in work commitments and issue an additional 250,000 common shares;

• d) On or before the second anniversary of TSX-V approval, spend an additional US$250,000 in work commitments and issue an additional 250,000 common shares;

• e) On or before the third anniversary of TSX-V approval, spend an additional US$250,000 in work commitments and issue an additional 250,000 common shares;

• f) On or before the fourth anniversary of TSX-V approval, spend an additional US$250,000 in work commitments, issue an additional 500,000 common shares and pay US$25,000, and;

• g) On or before the fifth anniversary of TSX-V approval, spend an additional US$1,000,000 in work commitments.

Nevada Gold will retain a 3% Net Smelter Return Royalty (“NSR”) on any mineral products derived from the AVP Property. First Vanadium will have the right to purchase up to a 2% NSR for US$1.0 million for each 1% NSR prior to commencing commercial production, leaving Nevada Gold with a 1% NSR. The proposed transaction is subject to the acceptance of the TSX-V.

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

January 14, 2021 “Paul Cowley” Paul Cowley, President & CEO