Vendetta Mining Corp. — Capital/Financing Update 2021

Jan 5, 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

January 5, 2021

Item 3 News Release

A news release was issued in Vancouver, British Columbia on January 5, 2021 and distributed through Newsfile

Item 4 Summary of Material Change

The Company announces shares for debt transaction

Item 5 Full Description of Material Change

The Company announced that it has entered into debt settlement agreements with two arms’ length creditors of the Company, pursuant to which it will settle aggregate debt of approximately $100,292.16. Under the terms of the first debt settlement agreement, the Company has agreed to settle debt in the amount of $44,625.00 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. Under the terms of the second debt settlement agreement, the Company has agreed to settle debt in the amount of $55,667.16 through the issuance of 927,786 units of the Company (“Settlement Units”) at a price of $0.06 per Settlement Unit.

Each Settlement Unit will be comprised of one Common Share and one-half of one transferable Common Share purchase warrant, with each whole warrant entitling the holder to purchase one additional Common Share at an exercise price of $0.09 for a period of three years from the date of issue. The Common Shares and Settlement Units will be subject to a four month hold period.

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

January 5, 2021

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FOR IMMEDIATE RELEASE January 5, 2021

(VTT2021 – NR #01)

Vendetta Announces Shares for Debt Transaction

Vancouver, BC – January 5, 2021 − Vendetta Mining Corp. (VTT-TSX:V) (“ Vendetta ” or the “ Company ”) announces that the Company has entered into debt settlement agreements with two arms’ length creditors of the Company, pursuant to which it will settle aggregate debt of approximately $100,292.16. Under the terms of the first debt settlement agreement, the Company has agreed to settle debt in the amount of $44,625.00 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. Under the terms of the second debt settlement agreement, the Company has agreed to settle debt in the amount of $55,667.16 through the issuance of 927,786 units of the Company (“ Settlement Units ”) at a price of $0.06 per Settlement Unit.

Each Settlement Unit will be comprised of one Common Share and one-half of one transferable Common Share purchase warrant, with each whole warrant entitling the holder to purchase one additional Common Share at an exercise price of $0.09 for a period of three years from the date of issue. The Common Shares and Settlement Units will be subject to a four month hold period.

The debt settlement is subject to approval of the TSX Venture Exchange.

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.

Cautionary Note Regarding Forward-Looking Statements:

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 tha: the Company will obtain the necessary regulatory approvals for the debt settlement. However, the forward-looking statements in this

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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 obtaining or inability to obtain required regulatory approvals for the 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 forwardlooking statements. The Company does not intend, and expressly 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

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