MLAA · Mountain Lake Acquisition Corp. II

As described in the registration statement on Form S-1 (File No. 333-291833) of Mountain Lake Acquisition Corp. II (the "Issuer") under the heading "Description of Securities - Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

As contemplated in connection with the initial public offering of the Issuer, 6,000 Class B ordinary shares of the Issuer held by Mountain Lake Acquisition Sponsor II LLC (the "Sponsor") were returned to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.

Paul Grinberg and Douglas Horlick are the managing members of the Sponsor and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Messrs. Grinberg and Horlick may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Messrs. Grinberg and Horlick disclaim any beneficial ownership except to the extent of their pecuniary interest therein.

Reflects the 510,000 Class A ordinary shares of Mountain Lake Acquisition Corp. II (the "Issuer") that are included in the 510,000 private placement units of the Issuer purchased by Mountain Lake Acquisition Sponsor II LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one-half of a warrant, each whole warrant exercisable into one Class A ordinary share at an exercise price of $11.50 per ordinary share.

Excludes 12,006,000 Class B ordinary shares of the Issuer held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor, of which [6,000] are subject to forfeiture to the extent the underwriter in the Issuer's public offering does not exercise the remainder of its over-allotment option.

The Sponsor is the record holder of the shares reported herein. Paul Grinberg and Douglas Horlick, as the managing members of Mountain Lake Acquisition Sponsor II LLC share voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Paul Grinberg and Douglas Horlick disclaim any beneficial ownership of the securities held by Mountain Lake Acquisition Sponsor II LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly.