Vendetta Mining Corp. — Capital/Financing Update 2021

Jun 10, 2021

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

June 9, 2021

Item 3 News Release

NR #21-05, dated June 9, 2021

Item 4 Summary of Material Change

Vendetta issues shares in debt settlement.

Item 5 Full Description of Material Change

The Company announced that it has closed a shares for debt transaction pursuant to the terms of a debt settlement agreement entered into with an arms’ length creditor of the Company as previously announced on January 5, 2021. Pursuant to the transaction, the Company settled aggregate debt of $44,625 through the issuance of 686,538 common shares in the capital of the Company (“Common Shares”) at a price of $0.065 per Common Share. The debt settlement has been approved by the TSX Venture Exchange (the “Exchange”).

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

June 9, 2021

==> picture [472 x 67] intentionally omitted <==

• 1 -

FOR IMMEDIATE RELEASE

June 9, 2021

==> picture [204 x 51] intentionally omitted <==

(VTT2021 – NR #5)

Vendetta Issues Shares in Debt Settlement

Vancouver, BC – June 9, 2021 − Vendetta Mining Corp. (VTT-TSX:V) (“ Vendetta ” or the “ Company ”) announces that the Company has closed a shares for debt transaction pursuant to the terms of a debt settlement agreement entered into with an arms’ length creditor of the Company as previously announced on January 5, 2021. Pursuant to the transaction, the Company settled aggregate debt of $44,625 through the issuance of 686,538 common shares in the capital of the Company (“ Common Shares ”) at a price of $0.065 per Common Share. The debt settlement has been approved by the TSX Venture Exchange (the “ Exchange ”).

The Exchange has additionally approved a further issuance of 927,786 units to another arms’ length creditor of the Company to settle debt in the amount of $55,667, with each such unit comprised of one Common Share and one-half of one Common Share purchase warrant, The Company anticipates closing this additional debt settlement in the next several weeks. For additional details regarding the units and terms of the underlying warrants, please refer to the Company’s news release dated January 5, 2021.

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 604-484-7855

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

Certain disclosure in this release, including statements regarding the proposed debt settlement, may constitute "forward-looking information" within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including the anticipated timing of closing the additional the debt settlement. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, delays in completing the additional debt settlement and changes in the Company’s plans. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly

• 2 -

disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law

• 3 -