Ridgestone Mining — Capital/Financing Update 2020

Feb 29, 2020

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

February 18, 2020 and February 27, 2020

Item 3. News Release

News releases were disseminated on February 20, 2020 and February 28, 2020.

Item 4. Summary of Material Change

The Company closed the first and second tranches of its private placement financing for gross proceeds of $1,051,801.95.

Item 5.1 Full Description of Material Change

The Company closed the first and second tranches of a private placement (the " Private Placement ") of units (" Units ") at a price per Unit of $0.15 for aggregate gross proceeds of $1,051,801.95. The first tranche of the Private Placement closed with the issuance of 4,748,347 Units for gross proceeds of $712,252.05 (the " First Tranche ") and the second and final tranche of the Private Placement closed with the issuance of 2,263,666 Units for gross proceeds of $339,549.90 (the " Final Tranche "). The First Tranche closed on February 18, 2020 and the Final Tranche closed on February 27, 2020.

Net proceeds from the Private Placement will be used by the Company for ongoing working capital requirements relating to the Rebeico gold-copper project in Sonora, Mexico.

Each Unit consists of one common share (each, a " Share ") and one-half of one common share purchase warrant (each whole warrant, a " Warrant "). Warrants issued in the First Tranche are exercisable at a price of $0.30 until February 18, 2021 and Warrants issued in the Final Tranche are exercisable at a price of $0.30 until February 27, 2021. 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 $0.45 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 10[th] calendar day after the date of such news release.

In the First 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

$22,319.96 and a total of 148,800 Finder's Warrants in the First Tranche and an aggregate cash commission of $17,370 and a total of 115,800 Finder's Warrants in the Final Tranche. The Finder's Warrants have substantially the same terms as the Warrants but are not transferable.

All of the Shares, the Warrants and the Finder's Warrants issued in the First Tranche and in the Final Tranche are subject to a hold period expiring June 19, 2020 and June 28, 2020, respectively. The Private Placement is subject to 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 28, 2020