Eloro Resources Ltd. — AGM Information 2020

Dec 9, 2020

ELORO RESOURCES LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the " Meeting ") of shareholders of ELORO RESOURCES LTD. (the " Corporation ") will be convened on Wednesday, the 30[th] day of December, 2020, at 1:00 p.m., Toronto time, and at any adjournment thereof, by way of a conference call using the dial-in information provided below for the following purposes:

1. to elect as directors for the forthcoming year the nominees proposed by management of the Corporation in the enclosed management information circular (the “ Information Circular ”);

2. to pass, with or without variation, an ordinary resolution re-appointing RSM Canada LLP as the auditors of the Corporation and authorizing the directors to fix the terms of engagement and remuneration for such auditors;

3. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to ratify the Corporation’s existing stock option plan; and

4. to transact such further or other business as may properly come before the Meeting or any adjournment thereof.

The details of the matters proposed to be put before the Meeting are set forth in the Information Circular accompanying this Notice, which is supplemental to and expressly made a part of this Notice. Shareholders of record as of the close of business on November 27, 2020 (the “ Record Date ”) will be entitled to vote at the Meeting and at any adjournment or adjournments thereof.

In light of COVID-19 and social distancing best practices, shareholders are encouraged to vote in advance of the Meeting by proxy (“Proxy”) or voting instruction form, as applicable, since the Meeting will not be held in person.

Shareholders can participate in the Meeting by phone using the following dial-in information (however, voting in advance by Proxy or voting instruction form is advised):

Dial-in Primary (Toll Free in North America): 1-866-512-0904

Alternate Dial-in (Not Toll Free): (416) 507-9740

Access Code: 6483977#

Important Notice Regarding Social Distancing

We are continuously monitoring the current COVID-19 pandemic, and we reserve the right to take any additional precautionary measures we deem appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak including, if we consider necessary or advisable, hosting the Meeting solely by means of remote communication. As of the date of this Notice, we are NOT intending to hold the Meeting in physical face to face format, and the Meeting will be held by phone using the dial-in information provided above. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. Please monitor our press releases under the Corporation’s profile on SEDAR (www.sedar.com) for updated information.

In order to ensure as many common shares of the Corporation as possible are represented at the Meeting, the Corporation strongly encourages registered shareholders to complete the enclosed Proxy and return it as soon as possible in accordance with the instructions set out in the accompanying Information Circular. Shareholders who do not hold their common shares in their own name are strongly encouraged to complete the voting instruction forms received from the Corporation or their broker as soon as possible and to follow the instructions set out in the accompanying Information Circular. In addition, only registered shareholders or their duly appointed proxy holders will be permitted to attend the Meeting by using the dial-in information provided above.

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Please review the enclosed Information Circular and date, sign and return the enclosed Proxy to the Corporation's transfer agent, TSX Trust Company. To be effective, the Proxy must be delivered by facsimile to (416) 595-9593 or mailed so as to reach or be deposited with the Secretary of the Corporation, c/o TSX Trust Company , 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada M5H 4H1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario), prior to the time set for the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

The persons named in the enclosed Proxy are directors or officers of the Corporation . Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to act for such Shareholder and on such Shareholders behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

DATED at the City of Toronto, in the Province of Ontario, as of November 30, 2020.

By Order of the Board of Directors of ELORO RESOUCES LTD.

(signed) “ Thomas Larsen ”

________________________________________ Thomas Larsen Chairman and Chief Executive Officer