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Marvel Discovery Corp. Capital/Financing Update 2020

Feb 6, 2020

43348_rns_2020-02-05_a4aec876-9c02-4733-926c-eecf976d55f5.pdf

Capital/Financing Update

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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 February 5, 2020

Item 3: News Release Issued February 5, 2020 and distributed through AccessWire.

Item 4: Summary of Material Change International Montoro Resources Inc. announced that it will close the first tranche of its private placement and issue 5,465,000 units at a price of $0.035 for gross proceeds of $191,275. Each unit will be comprised of one common share in the capital of the Company and one 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. Finder's fee of $2,800 cash and 80,000 warrants are payable. All securities will be subject to a four-month hold period from the closing date. Closing of the private placement is subject to final TSX Venture Exchange approval.

Item 5: Full Description of Material Change Further to the news release dated January 9, 2020, the Company announced that it will close the first tranche of its private placement and issue 5,465,000 units at a price of $0.035 for gross proceeds of $191,275. Each unit will be comprised of one common share in the capital of the Company and one 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.

A finder's fee of $2,800 cash and 80,000 warrants have agreed to be paid/issued.

The use of proceeds will be for continued exploration on existing properties $50,000 and incurred exploration expenses payable $35,000; Regulatory fees $2,000; Office Rent & Communication expenses $5,000; Transfer Agent Fees $1,000; Legal & Accounting $8,000; Partial loan & interest repayment $15,000; Investor & Shareholder Relations including travel & advertising $10,000; Management Fees $10,000; Outstanding Payables & Unallocated Working Capital $55,275. While the Company intends to use the proceeds as stated above, there may be circumstances where, for sound business reasons, funds may be reallocated at discretion of the Board.

All securities will be subject to a four-month hold period from the closing date. Closing of the private placement is subject to final TSX Venture 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

February 5, 2020