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

Nov 19, 2025

Montero

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

O

ODYSSEY

Trader's Bank Building

702, 67 Yonge Street

Toronto ON M5E 1J8

Form of Proxy – Annual General and Special Meeting to be held on December 10, 2025

Appointment of Proxyholder

I/We being the undersigned holder(s) of Montero Mining and Exploration Ltd. hereby appoint Antony Harwood, a director, CEO and President of the Company, or failing this person, 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 Annual General and 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 adjournment thereof.

| 1. Number of Directors. To set the number of directors to be elected at the Meeting at five (5). | | | | For
☐ | Against
☐ |
| --- | --- | --- | --- | --- | --- |
| 2. Election of Directors. | For | Withhold | | For | Withhold |
| a. Antony Harwood | ☐ | ☐ | b. Gregory Hall | ☐ | ☐ |
| c. Jamie Levy | ☐ | ☐ | d. Andrew Thomson | ☐ | ☐ |
| e. Timothy Livesey | ☐ | ☐ | | | |
| 3. Re-appointment of Auditors. To re-appoint Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as the Company's auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor. | | | | For | Withhold |
| 4. 2025 Stock Option Plan. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve the Company's 10% rolling 2025 Stock Option Plan, as more particularly described in the accompanying management information circular dated October 29, 2025 (the "Information Circular"). | | | | For | Against |
| 5. Repricing of Stock Options. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders of the Company, to confirm, ratify and approve the repricing of certain stock options previously granted to directors and officers of the Company, as more particularly described in the accompanying Information Circular. | | | | 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

---

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 December 8, 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.