Montero Mining and Exploration Ltd. — Proxy Solicitation & Information Statement 2025

May 20, 2025

Montero

Montero Mining and Exploration Ltd. (the "Company")

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ODYSSEY

Trader's Bank Building

702, 67 Yonge Street

Toronto ON M5E 1J8

Form of Proxy – Special Meeting to be held on June 11, 2025

Appointment of Proxyholder

I/We being the undersigned holder(s) of Montero Mining and Exploration Ltd. hereby appoint Andrew Thomson, a director of the Company, or failing this person, Jamie Levy, a director of the Company

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special meeting of Montero Mining and Exploration Ltd. to be held at the offices of Peterson McVicar LLP, 110 Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4, at 9:30 a.m. (Eastern Time) or at any postponement or adjournment thereof.

1. Return of Capital. To consider and, if deemed advisable, to pass, with or without variation, a special resolution to authorize and approve a proposed reduction in the capital in respect of the common shares of the Company ("Common Shares") by an aggregate amount of CAD$15,036,892.50 (the "Capital Reduction") to be effected by the distribution by the Company to holders of Common Shares of an amount equal to the Capital Reduction, as more particularly described in the management information circular of the Company dated May 7, 2025;

For ☐ Against ☐

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s): ____
Date: ____

MM / DD / YY

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INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 9:30 a.m. (Eastern Time), on June 9, 2025.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name appears on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.