Marvel Discovery Corp. — Capital/Financing Update 2020

Jan 18, 2020

Form 51-102F3 Material Change Report

Item 1: Name and Address of Company

International Montoro Resources Inc. (the "Company" or “Montoro”) #600-625 Howe Street Vancouver, BC V6C 2T6 (604) 683-6648

Item 2: Date of Material Change

January 17, 2020

Item 3: News Release

Issued January 17, 2020 and distributed through AccessWire.

Item 4: Summary of Material Change

International Montoro Resources Inc. has received conditional approval of the discretionary waiver financing announced January 9, 2020. The Company proposes to proceed with a non brokered private placement (the “Financing”) of up to $350,000 with 10.0 million units to be issued at $0.035. Each unit will comprise of one common share and one transferable share purchase warrant (a “Warrant”). Each whole warrant will permit the holder to acquire one additional common share of the Company at a price of $0.05 for two years from closing. The Company may pay commissions of 8% to eligible parties in connection with this Financing, payable either in cash and/or in warrants. The closing of the Private Placement Financing, including the issuance of the securities and the finder’s fees are subject to Exchange approval.

Item 5: Full Description of Material Change

International Montoro Resources Inc. has received conditional approval of the discretionary waiver financing announced January 9, 2020. The Company proposes to proceed with a non brokered private placement (the “Financing”) of up to $350,000 with 10.0 million units to be issued at $0.035. Each unit will comprise of one common share and one transferable share purchase warrant (a “Warrant”). Each whole warrant will permit the holder to acquire one additional common share of the Company at a price of $0.05 for two years from closing. The Company may pay commissions of 8% to eligible parties in connection with this Financing, payable either in cash and/or in warrants.

Depending on demand and regulatory requirements, a portion of the Financing may be made in accordance with the provisions of the “Existing Shareholder Exemption” . Subject to applicable securities laws, the Company will permit each person or company who, as of January 16, 2020 (being the record date set by the Company pursuant to Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders) (“CSA 45-313”), who hold common shares as of that date (a “Current Shareholder”) to subscribe for the Units that will be distributed pursuant to the Financing, provided that the Existing Security Holder Exemption is available to such person or company. Pursuant to CSA 45-313, each subscriber relying on the Existing Security Holder Exemption may subscribe for a maximum of 300,000 Units, being such amount of Units that results in an acquisition cost of less than or equal to $15,000 for such subscribers, unless a subscriber is resident in a jurisdiction of Canada and has obtained advice regarding the suitability of the investment from a registered investment dealer (in which case such maximum subscription amount will not apply). In the event that aggregate subscriptions for Units under the Financing exceeds the maximum number of

securities to be distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for. Any Current Shareholder subscribing for Units pursuant to a prospectus exemption other than the Existing Security Holder Exemption will not be limited to a maximum of 300,000 Units or 300,000 FT Shares.

In addition to conducting the Financing pursuant to the Existing Security Holder Exemption, the Company will also accept subscriptions for Units where other prospectus exemptions are available such as close personal friends and business associates of directors and officers of the Company, accredited investors and in accordance with the exemption set out in BC Instrument 45-536 ( Exemption from prospectus requirement for certain distributions through an investment dealer), ( the “Investment Dealer Exemption”).

The Company confirms there is no material fact or material change relating to the Company which has not been generally disclosed.

The Company intends to use the net proceeds from the Financing for continued exploration on its existing properties (Serpent River-Pecors; Wicheeda North, & Duhamel). This will account for approximately $250,000.

The balance of $100,000 will maintain existing operation expenses as follows: Regulatory Fees - $5,000; Office Rent & Communication expenses - $5,000; Transfer Agent Fees -2,000; Legal & Accounting - $15,000; Partial loan & interest repayment - $15,000; Investor & Shareholder Relations including travel & advertising - $15,000; Management Fees - $10,000; Outstanding Payables & Unallocated Working Capital -$33,000.

While the Company intends to spend the net proceeds from the Financing as stated above, there may be circumstances where, for sound business reasons, funds may be reallocated at discretion of the Board.

The closing of the Private Placement Financing, including the issuance of the securities and the finder’s fees are subject to Exchange approval.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This report is not being filed on a confidential basis.

Item 7: Omitted Information

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

Item 8: Executive Officer

Contact: Gary Musil, Director & CEO Telephone: (604) 683-6648

Item 9: Date of Report

January 17, 2020