Mongolia Growth Group Ltd. — Share Issue/Capital Change 2026

May 21, 2026

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FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Corporation:
   Mongolia Growth Group Ltd. (the "Company")
   100 King St West Suite 5600
   Toronto, Ontario M5X 1C9

2. Date of Material Change:
   May 20, 2026

3. News Release:
   A news release disclosing the material change described herein was issued by the Company on May 20, 2026 and disseminated through the facilities of a recognized newswire service and subsequently filed on SEDAR+.

4. Summary of Material Change:
   On May 20, 2026, the Company announced the completion of the previously announced plan of arrangement (the "Arrangement") under the provisions of the Business Corporations Act (Alberta) pursuant to which holders of common shares of the Company ("MGG Shareholders") are entitled to receive (among other things) cash in the amount of $1.28 per common share (a "Common Share").

In connection with completion of the Arrangement, Harris Kupperman stepped down as Chief Executive Officer of the Company but will remain in his roles as Executive Chairman and a director. Genevieve Walkden assumed the role of Chief Executive Officer, in addition to her role as Chief Financial Officer. Additionally, Nick Cousyn and Robert Scott resigned from the board of directors of the Company.

1. Full Description of Material Change:

5.1 Full Description of Material Change

On May 20, 2026, the Company announced the completion of the previously announced Arrangement.

Pursuant to the terms of the Arrangement, each issued and outstanding Common Share as at the close of business on the effective date of the Arrangement, being May 20, 2026, was exchanged for: (i) one (1) new common share in the capital of the Company (a "New Common Share"); and (ii) one (1) redeemable preferred share in the capital of the Company (a "Redeemable Preferred Share"), which Redeemable Preferred Shares were immediately redeemed by the Company for cash, in accordance with their terms, for $1.28 per Redeemable Preferred Share (the "Redemption Amount"). As a result of the completion of the Arrangement (including the payment of the Redemption Amount), MGG Shareholders are entitled to receive, for each Common Share held, one (1) New Common Share and $1.28 in cash. The New Common Shares issued pursuant to the Arrangement are substantially similar to the previously outstanding Common Shares, provided that each New Common Share entitles the holder thereof to two (2) votes per New Common Share.

It is anticipated that the New Common Shares will begin trading on the NEX board of the TSX Venture

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Exchange (the "NEX") on May 21, 2026 (CUSIP 60936L205 / ISIN CA60936L2057).

Following completion of the Arrangement, the Company retained cash assets of approximately $1.4 million to fund ongoing costs and expenses.

In connection with completion of the Arrangement, Harris Kupperman stepped down as Chief Executive Officer of the Company but will remain in his roles as Executive Chairman and a director. Genevieve Walkden assumed the role of Chief Executive Officer, in addition to her role as Chief Financial Officer. Additionally, Nick Cousyn and Robert Scott resigned from the board of directors of the Company.

5.2 Disclosure of Restructuring Transaction

Not applicable.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102:

Not applicable.

7. Omitted Information:

Not applicable.

8. Executive Officer:

The name and business telephone number of an executive officer of the Company who is knowledgeable about the material change and who can be contacted is:

Genevieve Walkden
Chief Executive Officer & Chief Financial Officer
Email: gwalkden@Mongoliagrowthgroup.com
Tel: (877) 644-1186

9. Date of Report:

May 20, 2026

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Advisories

This material change report contains forward-looking information within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the anticipated timing of listing of the New Common Shares. These statements are subject to numerous risks and uncertainties, including regulatory approvals and shareholder approvals. Readers are cautioned not to place undue reliance on these statements.

This material change report includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward- looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward- looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include general economic, market and business conditions, the regulatory process and actions, regulator and corporate approvals, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events, the Company's capability to execute and implement its future plans and the uncertainties described from time to time in the filings made by the Company with securities regulatory authorities. Actual results may differ materially from those projected by management of the Company. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements.

All references herein to $ or dollars are to Canadian dollars and all references herein to USD$ are to United States dollars.