Vendetta Mining Corp. — Capital/Financing Update 2021

Feb 25, 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

February 23, 2021

Item 3 News Release

NR #21-03, dated February 23, 2021

Item 4 Summary of Material Change

Vendetta Closes Third and Final Tranche of its Non-Brokered Private Placement.

Item 5 Full Description of Material Change

The Company announced that it closed the third and final tranche of its previously announced Private Placement with a total of 10,433,333 units being issued at a price of $0.06 per Unit for gross proceeds of $625,999.98.

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

February 23, 2021

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FOR IMMEDIATE RELEASE

February 23, 2021 (VTT2021 – NR #3)

Vendetta Closes Third and Final Tranche of its Non-Brokered Private Placement

− Vancouver, BC – February 23, 2021 Vendetta Mining Corp. (VTT-TSX:V) (“Vendetta” or the “Company”) is pleased to announce that it has closed the third and final tranche of its previously announced Private Placement with a total of 10,433,333 units being issued at a price of $0.06 per Unit for gross proceeds of $625,999.98. Each Unit comprises of one common share and one half of one common share purchase warrant exercisable for three years at a price of $0.09. Together with the proceeds from the first and second tranche, the Company has issued 25,516,868 units for a total of $1,531,012. All securities issued and issuable 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.

No commissions were paid in association with the proceeds of the third and 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 disclosure in this release, including statements regarding the Private Placement, 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 that: the Company will obtain the necessary regulatory approvals for the Private Placement. 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 obtaining or inability to obtain required regulatory approvals for the Private Placement, a failure to raise sufficient funds under the Private Placement on the proposed terms or at all and changes in the Company’s plans. There can be no assurance that such statements will prove to be

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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 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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