Vendetta Mining Corp. — Capital/Financing Update 2021

Dec 10, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF ISSUER

Vendetta Mining Corp. (the " Company ") 409 Granville Street Vancouver, BC V6C 1T2

ITEM 2. DATE OF MATERIAL CHANGE December 9, 2021

ITEM 3. NEWS RELEASE Issued on December 9, 2021and distributed through the facilities of Newsfile. The new release was filed on SEDAR at www.sedar.com.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company announced that it had entered into a subscription agreement with Singapore J&Y Investment Pte. Ltd. (the “ Investor ”), pursuant to which the Investor will acquire 59,660,605 common shares of the Company, representing approximately 19.89% of the issued and outstanding common shares, for aggregate consideration of $4,772,000, subject to satisfaction of customary closing conditions and regulatory approvals.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

The Company announced that it had entered into a subscription agreement with Singapore J&Y Investment Pte. Ltd. (the “ Investor ”), pursuant to which the Investor will make an investment in Vendetta for a total of $4,772,000. The Company and Investor intend that the investment will occur by way of non-brokered private placement (the “ Private Placement ”) anticipated to close in two tranches.

The first tranche of the Private Placement will be comprised of 5,454,545 common shares (each, a “ Share ”) of the Company at a price of $0.055 per Share, for gross proceeds of $300,000. The second tranche of the Private Placement will be comprised of 54,206,060 Shares at a price of $0.0825 per Share, for gross proceeds of $4,472,000. In aggregate, the Private Placement will be comprised of a total of 59,660,605 Shares for gross proceeds of $4,772,000. Following closing of the Private Placement the Investor will hold approximately 19.89% of the issued and outstanding Shares of the Company.

Closing of the first tranche of the Private Placement is subject to customary closing conditions, including the approval of the TSX Venture Exchange (the “ Exchange ”). Closing of the second tranche of the Private Placement will be subject to customary closing conditions, including Exchange approval, approval by the Australian Foreign

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Investment Review Board and the Investor’s satisfactory completion of due diligence. The Company anticipates that these approvals could take up to 90 days.

The Shares issued pursuant to the Private Placement will be subject to a four-month hold period from their date of issuance in accordance with applicable Canadian securities laws.

In connection with the Private Placement the Company and the Investor have entered into an investor rights agreement (the “ Investor Rights Agreement ”). Pursuant to the terms of the Investor Rights Agreement, upon closing of the second tranche of the Private Placement the Investor will be granted the right to nominate a director to the board of the Company, certain information rights and the right to participate in future financings of the Company in order to maintain its then current percentage interest up to 19.9%, in each case for so long as the Investor maintains a minimum 10% equity interest in the Company. The Investor Rights Agreement further provides that the Company will have the right to place any Shares proposed to be sold by the Investor.

Proceeds from the first tranche of the Private Placement will be used to retire a portion of the loan from Nebari Holdings LLC. Proceeds from the second tranche of the Private Placement will be used to retire a portion of the loan from Nebari Holdings LLC, advancement of the Pegmont project as well as for general working capital purposes.

The Company anticipates closing each tranche of the Private Placement promptly following receipt of the necessary Exchange and regulatory approvals.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS

Not applicable.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102 Not Applicable.

ITEM 7. OMITTED INFORMATION

There are no significant facts required to be disclosed herein which have been omitted.

ITEM 8. EXECUTIVE OFFICER

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

ITEM 9. DATE OF REPORT

December 10, 2021

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Forward Looking Information

This material change report includes certain statements and information that may constitute forwardlooking information within the meaning of applicable Canadian securities laws. All statements in this material change report, other than statements of historical facts, including statements regarding the closing of each tranche of the Private Placement; the anticipated timing of the closing of the first and second tranches of the Private Placement; Exchange approval and the timing thereof; approval by the Australian Foreign Investment Review Board and the timing thereof; the intended use of proceeds from the Private Placement; and other future events or developments are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur".

Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this material change report, including the receipt of all Exchange and regulatory approvals necessary to complete the Private Placement and that the Company is able to obtain any government or other regulatory approvals. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. However, the forward-looking statements in this material change report 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, including without limitation: that all closing conditions are not met; Exchange and regulatory approvals are not received or are not received on the anticipated timelines; operational risk; political risk; currency risk; and capital cost inflation risk. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.

Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.