Ridgestone Mining — Capital/Financing Update 2021

Jan 23, 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 15, 2021

Item 3. News Release A news release was disseminated on January 15, 2021.

Item 4. Summary of Material Change The Company closed the first tranche of its private placement financing for gross proceeds of $1,205,000.

Item 5.1 Full Description of Material Change The Company closed the first tranche (the "First Tranche") of the non-brokered private placement (the "Private Placement") announced on December 17, 2020. Ridgestone issued a total of 24,100,000 units (each, a "Unit") at a price of $0.05 per Unit for gross proceeds of $1,205,000.

Each Unit in the First Tranche of the Private Placement consists of one common share (each, a "Share") and one half of one transferrable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of Ridgestone at a price of $0.075 per share for a period of one year from the date of issuance.

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's common shares on the TSX Venture Exchange (the "TSX-V") 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 30th calendar day after the date of such news release.

In connection with the First Tranche of the Private Placement, Ridgestone paid an aggregate of $58,500 in cash finders' fees plus issued a total of 1,170,000 share purchase warrants (the "Finders' Warrants") to purchase 1,170,000 common shares. The Finders' Warrants are non-transferable and will have the same terms as the Warrants forming part of the Units.

The Shares, Warrants and Finders' Warrants are subject to a hold period until May 16, 2021. The Private Placement remains subject to final acceptance of the TSX-V.

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

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Directors of Ridgestone acquired a total of 1,250,000 Units in the First 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.

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

January 22, 2021