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

Nov 19, 2025

46679_rns_2025-11-19_f362d295-2c33-4cff-a31e-ee1c2598368b.pdf

Proxy Solicitation & Information Statement

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Montero

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

Voting Instruction Form ("VIF") – Annual General and Special Meeting to be held on December 10, 2025

O

ODYSSEY

Trader's Bank Building

702, 67 Yonge Street

Toronto ON M5E 1J8

Appointment of Appointee

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 appointee 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 appointee 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 VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management.

Signature(s):

Date

MM/DD/YY


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

This VIF is solicited by and on behalf of Management. VIFs must be received by 9:30 a.m. (Eastern Time), on December 8, 2025.

Notes to VIF

  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 appointee 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 VIF 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 VIF with signing capacity stated.
  3. This VIF should be signed in the exact manner as the name appears on the VIF.
  4. If this VIF 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 VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.
  6. The securities represented by this VIF 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 VIF 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 VIF should be read in conjunction with the accompanying documentation provided by Management.

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To Vote Your VIF 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 VIF.

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.