MONTERO MINING AND EXPLORATION LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of Montero Mining and Exploration Ltd. (the “ Company ”) will be held at the offices located at Suite 520 – 800 West Pender Street, Vancouver, British Columbia, V6C 2V6 on June 22, 2015 at 2:00 p.m. (Vancouver time), for the following purposes:

1. to receive and consider the Company’s audited consolidated financial statements and management’s discussion and analysis of the Company for the year ended December 31, 2014, together with the report of the auditors thereon;

2. to elect the directors of the Company for the ensuing year;

3. to appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants as the auditors of the Company’s for the ensuing year and to authorize the directors to fix their remuneration;

4. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to re-approve the Company’s 10% rolling incentive stock option plan that as described in the accompanying management information circular; and

5. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

An “ ordinary resolution ” is a resolution passed by at least a majority of the votes cast by Shareholders who voted in respect of that resolution at the Meeting.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying management information circular of the Company dated May 19, 2015.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is May 19, 2015 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

This notice is accompanied by a management information circular, a financial statement request form, and either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders. Shareholders are able to request to receive copies of the Company’s annual and/or interim financial statements and related management’s discussion and analysis by marking the appropriate box(es) on the request for financial statements. The audited consolidated financial statements and management’s discussion and analysis of the Company for the year ended December 31, 2014, are otherwise available upon request to the Company or they can be found under the Company’s profile on SEDAR at www.sedar.com or on the Company’s website at www.monteromining.com.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. To be effective, the enclosed form of proxy must be mailed, faxed, e-mailed or voted online so as to reach or be deposited with Computershare Trust Company, 8^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 (by hand or mail delivery); Tel: 1-866-732-VOTE (8683), or registered online at www.investorvote.com, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof.

DATED this 19^th day of May 2015.

BY ORDER OF THE BOARD OF DIRECTORS OF

MONTERO MINING AND EXPLORATION LTD.

“ Antony Harwood ”

Antony Harwood President, Chief Executive Officer and Director