Ridgestone Mining — Capital/Financing Update 2021

Feb 5, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Ridgestone Mining Inc. (the " Company " or " Ridgestone ") Suite 606, 666 Burrard Street Vancouver, B.C., V6C 3P6

Item 2. Date of Material Change

January 26, 2021 and February 1, 2021

Item 3. News Release

News releases were disseminated on January 26, 2021 and February 1, 2021.

Item 4. Summary of Material Change

The Company closed the second and final tranches of its private placement financing for gross proceeds of $1,115,000.

Item 5.1 Full Description of Material Change

The Company closed the second and final tranches of a private placement (the " Private Placement ") of units (" Units ") for aggregate gross proceeds of $1,115,000. The second tranche of the Private Placement closed with the issuance of 13,900,000 Units at $0.05 per Unit for gross proceeds of $695,000 (the " Second Tranche ") and the final tranche of the Private Placement closed with the issuance of 6,000,000 Units at $0.07 per Unit for gross proceeds of $420,000 (the " Final Tranche "). The Second Tranche closed on January 26, 2021 and the Final Tranche closed on February 1, 2021.

Each Unit consists of one common share (each, a " Share ") and one-half of one transferable common share purchase warrant (each whole warrant, a " Warrant "). Warrants issued in the Second Tranche are exercisable at a price of $0.075 until January 26, 2022 and Warrants issued in the Final Tranche are exercisable at a price of $0.10 until February 1, 2022. The expiry of the Warrants may be accelerated by Ridgestone at any time following the date that is four months and one day from closing of the Private Placement (the " Closing Date "), and prior to the expiry date of the Warrants if, at any time following the Closing Date, the closing price of Ridgestone Mining's common shares on the Exchange is equal to or exceeds $0.15 for any 10 consecutive trading days. In such event, Ridgestone may accelerate the expiry date of the Warrants by giving notice to holders of Warrants and issuing a news release announcing the reduced Warrant term whereupon the Warrants will expire on the 30[th] calendar day after the date of such news release.

In the Second Tranche and Final Tranche closings, the Company paid finder's fees of 6% cash and 6% finder's warrants (the " Finder's Warrants ") comprised of an aggregate cash commission of $21,780 and a total of 435,600 Finder's Warrants in the Second Tranche and an aggregate cash commission of $13,707 and a total of 195,814 Finder's Warrants in the Final Tranche. The Finder's Warrants have substantially the same terms as the Warrants but are not transferable.

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Directors of Ridgestone acquired a total of 700,000 Units in the Second Tranche of the Private Placement (the " Insider Participation "). The Insider Participation is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions (" MI 61-101 ") by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on that the fair market value of such Insider Participation does not exceed 25% of Ridgestone's market capitalization. There was no insider participation in the Final Tranche.

The proceeds from the Private Placement will be used to partially fund Ridgestone’s obligations under the Option Agreement and for working capital.

All of the Shares, the Warrants and the Finder's Warrants issued in the Second Tranche and in the Final Tranche are subject to a hold period expiring May 27, 2021 and June 2, 2021, respectively. The Private Placement has received final TSX Venture Exchange approval.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

No information has been omitted in this material change report on the basis that it is confidential information.

Item 7. Omitted Information

Not Applicable.

Item 8. Executive Officer

Erwin Wong, Chief Financial Officer, Corporate Secretary and Director Telephone: 604-377-8758

Item 9. Date of Report

February 5, 2021