Vendetta Mining Corp. — Capital/Financing Update 2024

Nov 8, 2024

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

October 29, 2024

ITEM 3. NEWS RELEASE

Issued on October 29, 2024 and distributed through Newsfile Corp.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company announced that it has closed its previously announced non-brokered private placement (the “Offering”) whereby the Company completed the issuance of 39,500,000 units (each, a “Unit”, and collectively the “Units”) at a price of $0.01 per Unit for aggregate gross proceeds of $395,000. The Company received approval from the TSX Venture Exchange to increase the size of the Offering from $350,000 to $395,000 shortly before closing.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

The Company announced that it has closed its previously announced Offering whereby the Company completed the issuance of 39,500,000 Units at a price of $0.01 per Unit for aggregate gross proceeds of $395,000. The Company received approval from the TSX Venture Exchange to increase the size of the Offering from $350,000 to $395,000 shortly before closing.

Each Unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share of the Company at a price of $0.05 per Common Share for a period of 36 months from the closing date of the Offering.

The Company will use the proceeds of the Offering for working capital and sustaining project fees. None of the proceeds received will be used to pay non-arm’s length parties nor will they be used to pay for investor relations activities .

Under the Offering, the Company paid fees to eligible finders consisting of $1,750.

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The securities issued in the Offering are subject to applicable hold periods imposed under applicable securities legislation, including a hold period of 4 months and one day from the date of issuance.

None of the securities sold under the Offering have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

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

November 8, 2024