Vendetta Mining Corp. — Capital/Financing Update 2020

Nov 6, 2020

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

VENDETTA MINING LTD.

Suite 1500, 409 Granville Street Vancouver, B.C. V6C 1T2

Item 2 Date of Material Change

November 5, 2020

Item 3 News Release

A news release was issued in Vancouver, British Columbia on November 5, 2020 and distributed through Stockwatch

Item 4 Summary of Material Change

The Company Announces Close of First Tranche of Private Placement

Item 5 Full Description of Material Change

The Company announced that it amended the price of its previously announced private placement (the “Private Placement”) to $0.06 per Unit. Each Unit will be comprised of one common share and one-half of one common share purchase warrant, exercisable for three years, at a price of $0.09.

The Company has also increased the amount of Units available to be issued in the Private Placement to 13,750,000 for gross proceeds of $825,000.

The Company has subsequently closed the first tranche of the Private Placement with a total of 9,583,328 units being issued for gross proceeds of $575,000. All securities issued under the Private Placement are subject to a four-month hold period from the date of closing of the Private Placement, in addition to any other restrictions under applicable law.

Total commissions of $728.00 were paid in association with the proceeds of the final tranche of the private placement.

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

This report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

The following officer of the Company is knowledgeable about the material change disclosed in this report: Michael Williams, President & Chief Executive Officer, Tel: (604) 484-7855.

Item 9 Date of Report

November 5, 2020

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FOR IMMEDIATE RELEASE November 5, 2020 (VTT2020 – NR #08)

Vendetta Closes First Tranche of Private Placement

− Vancouver, BC – November 5, 2020 Vendetta Mining Corp. (VTT-TSX:V) (“Vendetta” or the “Company”) announces that it has amended the price of its previously announced private placement (the “ Private Placement ”) to $0.06 per Unit. Each Unit will be comprised of one common share and one-half of one common share purchase warrant, exercisable for three years, at a price of $0.09.

The Company has also increased the amount of Units available to be issued in the Private Placement to 13,750,000 for gross proceeds of $825,000.

The Company has subsequently closed the first tranche of the Private Placement with a total of 9,583,328 units being issued for gross proceeds of $575,000. All securities issued under the Private Placement are subject to a four-month hold period from the date of closing of the Private Placement, in addition to any other restrictions under applicable law.

Net proceeds from the financing will be used to advance the development of the Companies 100% owned Pegmont Lead-Zinc project and general working capital.

Total commissions of $728.00 were paid in association with the proceeds of the final tranche of the private placement.

About Vendetta Mining Corp.

Vendetta Mining Corp. is a Canadian junior exploration company engaged in acquiring, exploring, and developing mineral properties with an emphasis on lead and zinc. It is currently focused on advancing the Pegmont Lead Zinc project in Australia. Additional information on the Company can be found at www.vendettaminingcorp.com.

ON BEHALF OF THE BOARD OF DIRECTORS

“ Michael Williams ”

Michael Williams President & CEO 604-448-7855

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

Certain of the statements and information in this news release constitute “forward-looking information” within the meaning of applicable Canadian provincial securities laws. Any statements or information that express or involve discussions with respect to interpretation of exploration programs and drill results, predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “is expected”,

“anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategies”, “targets”, “goals”, “forecasts”, “objectives”, “budgets”, “schedules”, “potential” or variations

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thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements. Although the Company believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward‐looking statements. Factors that could cause actual results to differ materially from those in forward‐looking statements include, but are not limited to, changes in commodities prices; changes in expected mineral production performance; unexpected increases in capital costs; exploitation and exploration results; continued availability of capital and financing; differing results and recommendations in the Feasibility Study; and general economic, market or business conditions. In addition, forward‐looking statements are subject to various risks, including but not limited to operational risk; political risk; currency risk; capital cost inflation risk; that data is incomplete or inaccurate. The reader is referred to the Company’s filings with the Canadian securities regulators for disclosure regarding these and other risk factors, accessible through Vendetta Mining Corp’s profile at www.sedar.com.

There is no certainty that any forward‐looking statement will come to pass and investors should not place undue reliance upon forward‐looking statements. The Company does not undertake to provide updates to any of the forward‐looking statements in this release, except as required by law.

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