Real Luck Group Ltd. — Capital/Financing Update 2021

Jun 7, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Corporation

Vanadium One Iron Corp. (" Vanadium " or the " Corporation ") 110 Yonge Street, Suite 501 Toronto, Ontario M5C 1T4

Item 2 Date of Material Change

May 27, 2021 and May 31, 2021

Item 3 News Release

News releases in respect of the material change referred to in this report were issued by the Corporation through AccessWire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR) on May 27, 2021 and June 1, 2021.

Item 4 Summary of Material Change

Flow-Through Offering

On May 27, 2021, Vanadium closed a non-brokered private placement of an aggregate of 4,705,880 flow-through units (the " FT Units ") at a price of $0.425 per FT Unit for aggregate gross proceeds of $1,999,999 (the " Flow-Through Offering "). Each FT Unit is comprised of one flow-through share (the " FT Share ") and one-half common share purchase warrant (the " Warrant "). Each whole Warrant entitles the holder thereof to purchase one additional common share of the Corporation (the " Common Share ") at an exercise price of $0.425 per Common Share for a period of 2 years from the date of issuance.

Debenture Offering

On May 31, 2021, Vanadium closed a non-brokered private placement of nonconvertible debenture units (the " Debenture Offering ") for gross proceeds of $3,900,000. Pursuant to the Debenture Offering, the Corporation issued 3,900 debenture units (each, a " Unit ") at a price of $1,000 per Unit. Each Unit consists of $1,000 principal amount of 10% secured debentures (" Debentures ") and 2,380 non-transferrable common share purchase warrants (" Debenture Warrants "). Each Debenture Warrant entitles the holder thereof to acquire a Common Share at an exercise price of $0.42 per common share for 36 months from the date of issuance. The Debentures bear interest at a rate of 10.0% per annum and will mature 18 months from the date of issuance.

Item 5 Full Description of Material Change

Item 5.1 Full Description of Material Change

Flow-Through Offering

On May 27, 2021, the Corporation completed the Flow-Through Offering of 4,705,880 FT Units at a price of $0.425 per FT Unit for aggregate gross proceeds of $1,999,999. Each FT Unit is comprised of one FT Share and one-half of one Warrant. Each Warrant entitles the holder thereof to acquire an additional Common Share at a price of $0.425 per Common Share for a period of 2 years from the date of issuance.

The securities issued pursuant to the FT Offering will be subject to a four (4) month plus one (1) day statutory hold period from the date of issuance, expiring on September 28, 2021, in accordance with applicable securities laws.

The FT Shares will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) and, in respect of eligible Québec resident subscribers, the Taxation Act (Quebéc). The gross proceeds received by the Corporation from the sale of the FT Units will be used to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined under the Income Tax Act (Canada)) related to the Corporation's projects located in Québec. The Corporation intends to use the gross proceeds of the FT Offering to fund expenditures to continue exploration and further definition of the Corporation's Mont Sorcier Iron and Vanadium Property, as the Corporation looks to advance the property towards a formal feasibility study.

A cash commission of $120,000 equating to approximately 6.0% of the aggregate gross proceeds of the Flow-Through Offering and 282,352 non-transferrable finder warrants (the " Finder Warrants ") equating to approximately 6.0% percent of the FT Units sold pursuant to the FT Offering are payable to Laurentian Bank Securities, who acted as finder in connection with the FT Offering. Each Finder Warrant entitles the holder thereof to acquire one common share at an exercise price of $0.425 for a period of 2 years from the date of issuance.

Debenture Offering

On May 31, 2021, the Corporation completed the Debenture Offering of 3,900 Units at a price of $1,000 per Unit, for gross proceeds of $3,900,000. Each Unit consists of $1,000 principal amount of Debentures and 2,380 Debenture Warrants. Each Debenture Warrant entitles the holder to acquire one Common Share at an exercise price of $0.42 per Common Share for 36 months from the date of issuance. The Debentures bear interest at a rate of 10.0% per annum, payable quarterly in cash in arrears on the first days of June, September, December and March. The first interest payment will be made on September 1, 2021 and will consist of interest accrued from and including the closing date to August 31, 2021. The Debentures will mature 18 months from the date of issuance (the " Maturity Date "). The Corporation has the right to repay the principal amount owing under the Debentures at any time prior to the Maturity Date at a price of $1,050 per $1,000 principal amount of Debentures.

The Corporation paid an arm's length finder a cash fee of $273,000 and issued the finder 925,424 common share purchase warrants (each a " Debenture Finder Warrant "). Each Debenture Finder Warrant entitles the holder to acquire one Common Share at an exercise price of CAD$0.295 per Common Share for a period of 36 months from the date

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of issuance.

The Debentures are secured by way of a general security agreement, in favour of the holder thereof, which granted a security interest in all present and after acquired property of the Corporation.

The Corporation expects to use the proceeds from the Debenture Offering to continue undertake additional work programs at its Mont Sorcier project as part of the initial phases of moving the project towards completing a full feasibility study.

The Debentures, Debenture Warrants, Debenture Finder Warrants and any common shares issuable on exercise of the Debenture Warrants and Debenture Finder Warrants are subject to a statutory four-month hold period under applicable Canadian securities laws expiring October 1, 2021.

Item 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

Not applicable.

Item 8 Executive Officer

Cliff Hale-Sanders President & CEO Telephone: (416) 819-8558 Email: csanders@vanadiumone.com

Item 9 Date of Report

June 7, 2021

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