Montero Mining and Exploration Ltd. — Board/Management Information 2026

Jan 28, 2026

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company
Montero Mining and Exploration Ltd. (the “Company” or “Montero”)
789 West Pender, Suite 480
Vancouver, BC Canada V6C 1H2

Item 2 Date of Material Change
January 26, 2026

Item 3 News Release
The news release announcing the material change described herein was disseminated through the news dissemination services of Newsfile Corp. on January 26, 2026.

Item 4 Summary of Material Change
On January 26, 2026, the Company announced that Mr. Andrew Thomson has stepped down as a Director of the Company and as Chair of the Audit Committee, effective January 26, 2026, to pursue other professional opportunities.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change
On January 26, 2026, the Company announced that Mr. Andrew Thomson has stepped down as a Director of the Company and as Chair of the Audit Committee, effective January 26, 2026, to pursue other professional opportunities.

Mr. Thomson has been a long-standing and loyal supporter of Montero, having served the Company for many years. During his tenure, he provided valuable guidance and oversight, particularly in his role as Chair of the Audit Committee and made a meaningful contribution to the Company’s governance and strategic direction.

The Board of Directors and management would like to thank Mr. Thomson for his dedication, professionalism, and commitment to Montero and wish him every success in his future endeavours. He will be greatly missed.

The Company further announces that Mr. Tim Livesey, a current Director of Montero, has accepted the role of Interim Chair of the Audit Committee. Mr. Livesey is a seasoned mining executive with extensive experience in corporate governance, project development, and international mining operations.

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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

Not applicable.

Item 8 Executive Officer

Dr. Tony Harwood, President and Chief Executive Officer
Telephone: (604) 428-7050

Item 9 Date of Report

January 28, 2026