Mundoro Capital : Earning Document

2023 NOTICE OF MEETING OF SHAREHOLDERS MANAGEMENT INFORMATION CIRCULAR

TSXV: MUN | OTCQB: MUNMF | Frankfurt: NGU

"Over the last 20 years of exploration, Mundoro has pursued strong governance coupled with environmental and social standards within all the jurisdictions in which we operate, building relationships based on trust and respect. We work with local communities and partners to create positive engagement and new opportunities."

Teo Dechev, Chief Executive Officer, President, Director

YOUR PROXY MUST BE RECEIVED BY TSX TRUST COMPANY BY

10:00 AM PACIFIC TIME (1:00 PM EASTERN TIME) ON MONDAY JUNE 6, 2023

I.	NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS	3
II.	LETTER TO SHAREHOLDERS	5
III.	PROXY SUMMARY	6
IV.	BOARD AND GOVERNANCE HIGHLIGHTS	7
V.	PROXY INFORMATION	8
VI.	VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	11
VII.	BUSINESS OF THE MEETING	12
VIII.	ABOUT THE DIRECTOR NOMINEES	14
IX.	CORPORATE GOVERNANCE	20
X. STATEMENT OF EXECUTIVE COMPENSATION	28
XI.	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY INCENTIVE PLANS	34
SCHEDULE A - EQUITY INCENTIVE PLAN	35
SCHEDULE B - AUDIT COMMITTEE CHARTER	40
SCHEDULE C - CAUTIONARY STATEMENT ABOUT FORWARD LOOKING INFORMATION	44

Mundoro Capital Inc. 2023 Notice of Annual Meeting of Shareholders and Management Proxy Circular

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1. NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of shareholders (the "Shareholders") of Mundoro Capital Inc. ("Mundoro" or "Company") will be held on June 8, 2023 at 10:00 a.m. Pacific Time ("Notice").

• Physical Attendance
  Suite 2200, HSBC Building, 885 West Georgia Street Vancouver, British Columbia, Canada
• Virtual Attendance
  https://us02web.zoom.us/j/89890225121?pwd=eWF0ekUreWpWU20vLzVTbXk0SEVXZz09Meeting ID: 898 9022 5121 Passcode: 050330 or by telephone
  at [phone],,89890225121#,,,,*050330# Canada
  Find your local number:https://us02web.zoom.us/u/kbo6BoL7km
• Items of Business:
• 1. Receive our 2022 audited financial statements
  2. Set the number of Directors at four (4) for the coming year
  3. Elect the Directors of the Company for the coming year
  4. Re-appointPricewaterhouseCoopers LLP ("PwC") as Auditor for the coming year and to authorize the Directors to fix their remuneration
  5. Approve and adopt the equity incentive plan (the "Equity Incentive Plan" or "EIP")
• Record Date
  The Board of Directors has set April 19, 2023 as the record date (the "Record Date") for determining Shareholders entitled to receive notice of and vote at the Meeting or any postponements or adjournments of the Meeting.
• Notice-and-Access
  The Company is utilizing the notice-and-access procedures for distribution of proxy-related materials to registered and beneficial shareholders. Electronic copies of the Notice of Meeting, the Management Information Circular ("Circular"), the audited financial statements for the financial year ended December 31, 2022, together with the notes and Auditor's report thereon, and the related documents may be found on the Company's SEDAR profile at www.sedar.comand the Company's website at https://mundoro.com/governance/annual-general-meeting/. Shareholders may request that a paper copy of the Circular and the above noted documents be sent to them by contacting TSX Trust Company as set out under Part V. Proxy Information.
• Submitting Your Vote
  Shareholders who are unable to attend the Meeting in person or virtually are requested to date and sign the enclosed form of proxy and return it as soon as possible. Proxies must be received on or before 10am Pacific Time on June 6, 2023 to our transfer agent:

Mundoro Capital Inc. 2023 Notice of Annual Meeting of Shareholders and Management Proxy Circular

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TSX Trust Company

301 - 100 Adelaide Street West Toronto, Ontario M5H 4H1

by fax to 1-416-595-9593 (Canada or U.S. or outside North America) online via: www.voteproxyonline.com

Late proxies or voting instruction forms may be accepted or rejected by the Chair of the Meeting in his or her discretion, and the Chair is under no obligation to accept or reject any late proxy.

No person has been authorized by the Company to give any information or make any representations in connection with any matter to be considered at the Meeting other than those contained in this Circular and if given or made, any such information or representations must not be relied upon as having been authorized by the Company. Information presented herein is as of April 19, 2023, unless otherwise noted.

YOUR VOTE IS IMPORTANT

If you have any questions and/or need assistance in voting your shares, please call Mundoro at [phone] or email us at [e-mail]

Dated at Vancouver, British Columbia this April 19, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF MUNDORO CAPITAL INC.

"Teodora Dechev"

Chief Executive Officer, President, Director

Mundoro Capital Inc. 2023 Notice of Annual Meeting of Shareholders and Management Proxy Circular

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1. LETTER TO SHAREHOLDERS

Dear Shareholders,

Mundoro Capital Inc. ("Mundoro") is a Canadian listed (TSXV: MUN | OTCQB: MUNMF) royalty generator with a portfolio of projects focused on base metal and precious metal properties that can generate royalties and near-term payments. To drive value for shareholders, Mundoro has generated a portfolio of mineral properties primarily focused on copper ("Cu") and gold ("Au") systems in Serbia, Bulgaria and the USA.

Potential future returns for our shareholders from the Company's mineral properties can be in various forms such as discovery of mineral resources, royalty payments, advance royalty payments, operator fees, option payments, property payments, milestone payments, an interest in production, dividend payments or sale of our interest in a mineral property.

Mundoro's business model is to leverage our expertise in identifying emerging exploration regions for exploration and packaging properties with exploration targets that are attractive to mining companies to form joint ventures, strategic alliances, options and conduct asset sales.

In the beginning of 2023, Mundoro announced the Company entered into an agreement with BHP Group Limited ("BHP") whereby BHP can earn into five (5) of the Company's properties and three exploration areas under application in Serbia. While in 2022, Mundoro announced two (2) transactions:

• Mundoro and Kinross Gold Corporation ("Kinross") entered into an option agreement for the Company's GT7 property. The GT7 property is a copper-gold target located in the northern portion of the Serbo-Macedonian Metallogenic province, in central Serbia.
• Mundoro and Japan Oil, Gas and Metals National Corporation ("JOGMEC") entered into an earn-in agreement for the exploration of the EE1 project, a sediment hosted copper system in Bulgaria.

From 2015 to 2021, Mundoro announced nine (9) transactions:

• Mundoro and Vale Canada Limited ("Vale") entered into a generative alliance to focus on generation of new projects with high potential to host porphyry copper and other related metals deposits within Arizona and New Mexico.
• Vale and Mundoro entered into an option agreement for the Dos Cabezos project, a copper focused property in Arizona.
• Mundoro entered into an option agreement with Vale, granting Vale an earn-in option for the exploration licenses, Odej, Bobot, Odej South, and Gramada, all located within the Timok Magmatic Complex in northeastern Serbia.
• Mundoro entered into an earn-in agreement with Vale, granting Vale an earn-in option on Skorusa, Oblez, Branik and Padina exploration licenses located within the Timok Magmatic Complex.
• Mundoro entered into a strategic alliance with JOGMEC for exploration in Bulgaria.
• Mundoro entered into an earn-in agreement with Freeport-McMoRanExploration Corporation, granting Freeport an earn-in option on the Savinac and Bacevica exploration licenses located within the southern portion of the Timok Magmatic Complex.
• Mundoro optioned to ESAN the Saje Project for a period of 7 months.
• In 2016, Mundoro entered into an earn-in agreement granting JOGMEC an earn-in option on four exploration licenses, located within the northern portion of the Timok Magmatic Complex.
• In 2015, Mundoro optioned four of the Company's exploration licenses, in the southern portion of the Timok Magmatic Complex, to First Quantum Minerals Limited for a period of 6 months.

Thank you for your continued support.

"Teodora Dechev"

Chief Executive Officer, President, Director

Mundoro Capital Inc. 2023 Notice of Annual Meeting of Shareholders and Management Proxy Circular

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