Vendetta Mining Corp. — Capital/Financing Update 2023

Feb 17, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

Vendetta Mining Corp. (the " Company ") Suite 1500-409 Granville St. Vancouver, BC V6C 1T2

ITEM 2. DATE OF MATERIAL CHANGE

February 14, 2023

ITEM 3. NEWS RELEASE

Issued on February 14, 2023 and distributed through the facilities of Newsfile Corp.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company announced that it has closed its previously announced non-brokered private placement (the “ Private Placement ”), whereby the Company has completed the issuance of 18,699,974 units (each, a “ Unit ”) at a price of C$0.05 per Unit for gross proceeds of C$934,998.70.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

Each Unit consists of one common share in the capital of the Company (a “ Common Share ”) and one-half of one non-transferable common share purchase warrant of the Company (each whole warrant, a “ Warrant ”). Each Warrant is exercisable by the holder to acquire one Common Share until February 14, 2025 at a price of C$0.06 per share.

In connection with the Private Placement, the Company paid finder’s commissions of an aggregate of C$9,100.

All securities issued pursuant to the Private Placement are subject to hold period expiring on June 15, 2023, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

The Company intends to use the proceeds of the Private Placement for funding its Pegmont Lead Zinc project activities and for working capital and general corporate purposes.

An entity beneficially owned or controlled by an insider of the Company (the “ Interested Party ”) purchased or acquired direction or control over a total of 3,182,400 Units as part of the Private Placement. The placement to such person constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing,

-2-

the directors of the Company have determined that the Interested Party’s participation in the Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(b) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Private Placement as the details of the participation of the Interested Party had not been confirmed at that time.

The table below sets out the shareholdings of the Interested Party prior to and following completion of the Private Placement on a non-diluted basis:

	Shareholdings prior to thePrivate Placement	Shareholdings prior to thePrivate Placement	Shareholdings followingthe Private Placement	Shareholdings followingthe Private Placement
Name	Number	Percentage	Number	Percentage
Singapore J&YInvestment PTE LTD	59,660,605	19.83%	62,843,005	19.87%

In connection with the Private Placement, the Interested Party entered into a subscription agreement with the Company containing customary provisions and on the same terms as the arm’s length subscribers to the Private Placement.

ITEM 5.2 DISCLOSURE FOR RESTRUCTING TRANSACTION

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

Contact: Michael Williams, President and Chief Executive Officer Telephone: 604-484-7855

ITEM 9. DATE OF REPORT

February 17, 2023