Vendetta Mining Corp. — Regulatory Filings 2022

Mar 24, 2022

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

(1) March 23, 2022 (2) March 24, 2022

ITEM 3. NEWS RELEASE

• (1) Issued on March 23, 2022; and (2) Issued on March 24, 2022,

both distributed through the facilities of Newsfile and filed on SEDAR at www.sedar.com.

ITEM 4.

SUMMARY OF MATERIAL CHANGE

• (1) On March 23, 2022, the Company announced that the Company completed the repayment of the loan advanced to the Company by Nebari Natural Resources Credit Fund I, LP (“ Nebari ”) pursuant to a loan agreement dated May 9, 2019, as amended August 31, 2019 and April 30, 2021 (the “ Loan ”).

• (2) On March 24, 2022, the Company announced that it closed the second tranche of its non-brokered private placement announced on December 9, 2021 (the “ Private Placement ”). The Company issued 54,206,060 common shares (each, a “ Share ”) of the Company at a price of $0.0825 per Share to Singapore J&Y Investment PTE. Ltd. (the “ Investor ”) for gross proceeds of $4,472,000. The Company also announced that Mr. Jiang was appointed to the board of directors of the Company (the “ Board ”) effective March 24, 2022.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

On March 24, 2022, the Company announced that it closed the second tranche of its Private Placement announced on December 9, 2021. The Company issued 54,206,060 Shares at a price of $0.0825 per Share to the Investor for gross proceeds of $4,472,000. The Shares are subject to a four month and one day hold period expiring on July 25, 2022.

The Investor became an insider pursuant to the closing of the second tranche of the Private Placement, acquiring an aggregate of 59,660,605 Shares. Closing of the first tranche took place on December 20, 2021, pursuant to which the Company issued

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5,454,545 Shares at a price of $0.055 per Share to the Investor for gross proceeds of $300,000.

US$1,806,492 of the proceeds from the second tranche of the Private Placement were used to retire the remaining outstanding balance of the Loan. The Company intends to use the remainder of the proceeds from the Private Placement for general working capital purposes. No finder's fees were paid under the second tranche of the Private Placement.

Upon closing of the second tranche of the Private Placement the Investor exercised its right to nominate a director to the Board and as such, Mr. Li Jiang has been appointed to the Board effective March 24, 2022.

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 March 24, 2022

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 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 that the Company will be able to use the proceeds from the Private Placement as

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expected. 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 the Company will not be able to use the proceeds from the Private Placement as expected; 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.