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 held in a virtual-only format, which will be conducted via live audio - webcast available online using https://virtual meetings.tsxtrust.com/1218 on Thursday, September 30, 2021, at 2:00 pm EDT (Toronto time) for the following purposes:

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 ”);
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;
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
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 August 30, 2021 (the “ Record Date ”) will be entitled to vote at the Meeting and at any adjournment or adjournments thereof.

In order to proactively deal with the unprecedented public health impacts of COVID-19 and to mitigate risks to the health and safety of our communities, Shareholders and other stakeholders, and to ensure compliance with local laws or order restricting the size of public gatherings in response to COVID-19, the Corporation will hold the Meeting as a virtual-only shareholders meeting with participation electronically.

Shareholders of the Corporation will not be able to attend the Meeting in person. At the virtual Meeting, registered Shareholders of the Corporation and duly appointed proxyholders will have an opportunity to participate, to ask questions, and to vote, all in real time, at the Meeting through an online portal. Non-registered Shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the live audiocast. Guests, including non-registered Shareholders who have not been duly appointed as proxyholders, can log into the virtual Meeting as a guest. Guests may listen to the Meeting but will not be entitled to vote or ask questions during the Meeting.

This Notice is accompanied by a form of proxy (the " Proxy ") and the Circular. The Corporation has also sent the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2020 and related management's discussion and analysis to those shareholders who have previously requested these been sent to them in connection with the Meeting.

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.

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 August 30, 2021.

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

(signed) “ Thomas Larsen ” __________ Thomas Larsen Chairman and Chief Executive Officer

ELORO RESOURCES LTD.

20 Adelaide Street East, Suite 200, Toronto, ON, M5C 2T6

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS to be held on September 30, 2021

PURPOSE OF SOLICITATION

THIS MANAGEMENT INFORMATION CIRCULAR (the “Circular”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF ELORO RESOURCES LTD. (the "Corporation") FOR USE AT THE ANNUAL AND SPECIAL MEETING (the “Meeting”) OF SHAREHOLDERS OF THE CORPORATION (“Shareholders”) WHICH WILL BE HELD IN A VIRTUAL-ONLY FORMAT, AND WHICH WILL BE CONDUCTED VIA LIVE AUDIO WEBCAST AVAILABLE ONLINE USING https://virtualmeetings.tsxtrust.com/1218 ON THURSDAY, SEPTEMBER 30, 2021, AT 2:00 PM EDT (TORONTO TIME), FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING (THE “Notice of Meeting”). AND AT ANY ADJOURNMENT THEREOF .

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors or officers of the Corporation. Arrangements will also be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxy solicitation material to the beneficial owners of the common shares of the Corporation (the " Common Shares ") pursuant to the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”). The cost of any such solicitation will be borne by the Corporation.

IMPORTANT NOTICE REGARDING THE MEETING

In order to proactively deal with the unprecedented public health impacts of COVID-19 and to mitigate risks to the health and safety of our communities, Shareholders and other stakeholders, and to ensure compliance with local laws or orders restricting the size of public gatherings in response to COVID-19, the Corporation will hold the Meeting as a virtual-only shareholders meeting with participation electronically.

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 Circular.

This Circular describes the matters to be acted on at the Meeting and the procedures for attending or appointing proxies to vote at the Meeting. Unless otherwise stated, the information provided herein is given as of the 30th day of August, 2021.

PART ONE

VOTING INFORMATION

APPOINTMENT OF PROXIES

The persons named in the accompanying form of proxy (the “ Proxy ” or “ Proxies ”, as the case may be) are the Chief Executive Officer and the Corporate Secretary respectively, of the Corporation. A Shareholder wishing to appoint some other person or company (who need not be a Shareholder of the Corporation) to attend and act for the Shareholder at the Meeting has the right to do so, by striking out the names of the two persons named in the accompanying form of Proxy and inserting the desired person’s name in the blank space provided on the form of Proxy or by completing another Proxy.

To be valid, a Proxy must be signed by the Shareholder or the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney. A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed Proxy with the Corporation’s transfer agent and registrar, TSX Trust Company, Proxy Department, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, facsimile: (416) 5959593, 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. If you are a beneficial Shareholder and receive these materials through a broker or through another intermediary, please complete and return the Proxy or voting instruction form in accordance with the instructions provided by your broker or other intermediary.

NON-REGISTERED SHAREHOLDERS

Only registered Shareholders or their duly appointed proxy holders are permitted to vote at the Meeting. If you are a registered shareholder, you can vote your shares at the Meeting or by proxy. Most Shareholders of the Corporation are non-registered shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or trust company. A person is not a registered shareholder (a “ Non-Registered Shareholder ”) in respect of Common Shares which are held either:

(a) in the name of an intermediary (an “ Intermediary ”) with whom the Non-Registered Shareholder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of selfadministered RRSPs, RRIFs, RESPs and similar plans); or
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant.

In accordance with Canadian securities laws, the Corporation will have distributed copies of the Notice of Meeting, this Circular and the Proxy (collectively the “ Meeting Materials ”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to a Non-Registered Shareholder unless a Non-Registered Shareholder has waived the right to receive them. Typically, Intermediaries will use a service company such as Broadridge Financial Solutions Inc., (“ Broadridge ”) to forward the Meeting Materials to Non-Registered Shareholders.

Non-Registered Shareholders who have not waived the right to receive Meeting Materials will receive either a voting instruction form or, less frequently, a Proxy. If you are a Non-Registered Shareholder, and the Corporation or its agent has sent these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. The purpose of this procedure is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Non-Registered Shareholders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form

In most cases, a Non-Registered Shareholder will receive, as part of the Meeting Materials, a voting instruction form. If the Non-Registered Shareholder does not wish to attend and vote at the Meeting, (or have another person attend and vote on the Shareholder’s behalf), the voting instruction form should be completed, signed and returned in accordance with the directions on the form. Voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone, fax, or through the Internet at www.proxyvote.com. If a Non-Registered Shareholder, who receives a voting instruction form, wishes to attend the vote at the Meeting (or have another person attend and vote on the Shareholder’s behalf), the Non-Registered Shareholder must complete, sign and return the voting instruction form in accordance with the directions provided and a Legal Proxy giving the right to attend and vote at the Meeting will be forwarded to the Non-Registered Shareholder.

Form of Proxy

Less frequently, a Non-Registered Shareholder will receive, as part of the Meeting Materials, a Proxy that has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise uncompleted. If a Non-Registered Shareholder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Shareholders behalf) the Non-Registered Shareholder must complete the Proxy and deposit it with TSX Trust Company as described above. If a Non-Registered Shareholder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Shareholders behalf), the Non-Registered Shareholder must strike out the names of the persons named in the Proxy and insert the Non-Registered Shareholders (or such other persons) name in the blank space provided.

Non-Registered Shareholders should carefully follow the instructions set out on the forms they receive, including those regarding when and where to return the forms received and contact their Intermediary promptly if they need assistance.

REVOCATION OF PROXIES

In addition to any other manner permitted by law, a registered shareholder who has given the Corporation a Proxy may revoke the Proxy by:

(a) completing and signing a Proxy bearing a later date and depositing it with the Corporation care of TSX Trust Company, as described above;

(b) depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing (i) at the registered office of the Corporation at any time up to the last business day preceding the day of the Meeting, or any adjournment or postponement of the Meeting at which the Proxy is to be used or (ii) with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment or postponement of the Meeting; or
(c) in any other manner permitted by law.

Non-Registered Shareholders should contact the intermediary through which he or she holds shares of the Corporation in order to obtain instructions regarding the procedures for revocation of any voting instructions that he, she or it has provided to his or her intermediary.

A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF PROXIES

Common Shares represented by properly executed Proxies in favour of the persons designated in the enclosed form of Proxy will, where a choice with respect to any matter to be acted upon has been specified in the form of Proxy, be voted in accordance with the specification made. Such Common Shares will be voted in favour of each matter for which no choice has been specified by the Shareholder.

The enclosed form of Proxy, when properly completed and delivered, but not revoked, confers discretionary authority upon the persons appointed as a proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters that may properly come before the Meeting.

In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting, or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of Proxy to vote in accordance with their best judgement on such matters of business. At the time of printing this Circular, management of the Corporation knew of no such amendment, variation or other matter which might be presented to the Meeting.

VOTING AT THE VIRTUAL MEETING

Registered Shareholders of the Corporation may vote online by attending the virtual Meeting.

A registered Shareholder of the Corporation may vote at the Meeting, or may appoint another person to represent such registered Shareholder as proxyholder and to vote the Common Shares of such registered Shareholder at the Meeting.

A registered Shareholder may access and vote at the virtual Meeting during the live audio webcast as follows :

a. Log into https://virtual-meetings.tsxtrust.com/1218 at least 15 minutes before the start of the Meeting. Registered Shareholders should allow ample time to check into the virtual Meeting and to complete the related procedures.
b. Click on " I have a control number " and enter your 12-digit control number on your form of Proxy.
c. Enter the password (case sensitive): eloro2021

d. When the ballot is opened, click on the “ Voting ” icon. To vote, simply select your voting direction from the options shown on screen and click “ Submit ”. A confirmation message will appear to show your vote has been received.

Beneficial or Non-Registered Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below :

a. Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.
b. Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
c. Obtain a control number by contacting TSX Trust Company by emailing [email protected] the " Request for Control Number " form, which can be found here https://tsxtrust.com/resource/en/75.
d. Log into https://virtual-meetings.tsxtrust.com/1218 on your browser at least 15 minutes before the Meeting starts.
e. Click on “ I have a control number ”.
f. Enter your 12-digit control number provided by [email protected].
g. Enter the password (case sensitive): eloro2021
h. When the ballot is opened, click on the “ Voting ” icon. To vote, simply select your voting direction from the options shown on screen and click “ Submit ”. A confirmation message will appear to show your vote has been received.

If you are a registered Shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

If you are a Non-Registered Shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

a. Log into https://virtual-meetings.tsxtrust.com/1218 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
b. Click on “ I am a Guest ”.

If you have any questions or require further information with regard to voting your Common Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at [email protected].

VOTING AND DISCRETIONARY AUTHORITY

The proxyholders named in the accompanying form of proxy shall and will vote the shares represented thereby on any ballot in accordance with the shareholder’s direction set forth in the proxy. IN THE ABSENCE OF SUCH DIRECTION, THE SHARES REPRESENTED THEREBY WILL BE VOTED (i) FOR THE ELECTION OF THE MANAGEMENT NOMINEES NAMED IN THIS CIRCULAR AS DIRECTORS, (ii) FOR THE RE-APPOINTMENT OF RSM CANADA LLP, AS THE AUDITORS OF THE CORPORATION AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THE AUDITORS’ REMUNERATION AND TERMS OF ENGAGEMENT, AND (iii) FOR THE ANNUAL RATIFICATION OF THE STOCK OPTION PLAN, all as discussed below.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters as may properly come before the Meeting or any adjournments thereof . At the date of this Circular, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If amendments, variations to matters identified in the Notice of Meeting or if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote in accordance with their judgment on such matters.

RECORD DATE

The board of directors of the Corporation (the “ Board of Directors ”) has determined that the holders of Common Shares at the close of business on August 30, 2021 (the “ Record Date ”) shall be entitled to receive notice of the Meeting and to vote at the Meeting, and any adjournment thereof. Accordingly, only shareholders of record on such Record Date are entitled to vote at the Meeting.

OUTSTANDING VOTING SHARES, VOTING AT MEETINGS AND QUORUM

The authorized capital of the Corporation consists of an unlimited number of Common Shares without par value. As at the date hereof, the Corporation had 61,849,028 Common Shares outstanding, each of which carries one vote per share. Holders of Common Shares as of the Record Date shall be entitled to vote their shares personally or by proxy at the Meeting. Unless otherwise required by law, every question coming before the Meeting shall be determined by a majority of votes duly cast on the matter.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the beneficial shareholder with respect to the voting of certain shares or, under applicable regulatory rules, the intermediary does not have the discretion to vote those shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Shares represented by such intermediary “non-votes” will, however, be counted in determining whether there is a quorum.

A quorum for the Meeting and any adjournments thereof is two persons present in person or represented by proxy and entitled to vote thereat.

PRINCIPAL SHAREHOLDERS

To the knowledge of the directors and senior officers of the Corporation, as at the date hereof, no person or company beneficially owns, directly or indirectly, controls or directs Common Shares carrying 10% or more of the voting rights attached to the outstanding Common Shares. except for:

(a) Thomas Larsen (6,707,514 Common Shares, representing 10.8% of the outstanding Common Shares)

As at the date hereof, the directors and officers of the Corporation own or control, directly or indirectly, in the aggregate 15,519,981 Common Shares representing approximately 25.1% of the outstanding Common Shares as of August 30, 2021.

PART TWO

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation's directors, the only matters to be dealt with at the Meeting are those matters set forth in the accompanying Notice of Meeting and more fully described below:

I. Election of Directors

The Articles of the Corporation currently provide for a minimum of three (3) and a maximum of nine (9) directors. The Board of Directors currently consists of five (5) directors, all of whom are elected annually. It is proposed that the number of directors for the ensuing year continue to be fixed at five (5).

It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold office until the next annual meeting of shareholders or until his successor is duly elected or appointed pursuant to the by-laws of the Corporation unless his office is earlier vacated in accordance with the provisions of the Business Corporations Act (Ontario) or the Corporation's by-laws. IT IS THE INTENTION OF THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, TO VOTE FOR THE ELECTION OF SAID PERSONS TO THE BOARD OF DIRECTORS. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF SUCH NOMINEES WILL BE UNABLE TO SERVE AS DIRECTORS. HOWEVER, IF FOR ANY REASON ANY OF THE PROPOSED NOMINEES DOES NOT STAND FOR ELECTION OR IS UNABLE TO SERVE AS SUCH, PROXIES IN FAVOUR OF MANAGEMENT DESIGNEES WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN HIS OR HER PROXY THAT HIS OR HER COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.

The following information relating to the nominees as directors is based on information received by the Corporation from said nominees:

Name of Proposed Nominees, Place of Residence and Position with the Corporation	Principal Occupation for Past Five Years and Positions with other Reporting Issuers	Director Since	Common Shares Beneficially Owned(2)
Thomas Larsen Burlington, Ontario Director, Chairman and Chief Executive Officer	Chairman and Chief Executive Officer of the Corporation since 1997; Cartier Iron Corporation from 1997 to 2012 and from 2014 to present; (all resource exploration corporations). Mr. Larsen is a director of the Corporation and of Cartier Iron Corporation.	2002	1,661,672(3) 4,724,142(4)
Francis Sauve(1) Tilbury, Ontario Director	Entrepreneur. Director of the Corporation and Cartier Iron Corporation (resource exploration corporations).	2002	1,595,575(3)
Alexander S. Horvath(1) L’Orignal, Ontario Director	Professional Engineer. President of A.S. Horvath Engineering Inc. (a geological engineering services company). Chief Operating Officer of Champion Iron Limited from April 2014 to December 31, 2016, Executive Vice President of Exploration and Project Development of Champion Iron Mines Limited from 2008 to 2016. A director of the Corporation since 2010; and Cartier Iron Corporation from 2013 to 2014 and since 2017 (all	2010	300,000(3) 519,850(4)

	8
Name of Proposed Nominees, Place of Residence and Position with the Corporation	Principal Occupation for Past Five Years and Positions with other Reporting Issuers	Director Since	Common Shares Beneficially Owned(2)
	resource exploration corporations).
Dusan Berka(1) Vancouver, BC Director	Professional Engineer. Director of the Corporation since 2011; President and CEO of Madoro Metals Corp. (formerly Megastar Development Corp.) since 2003; Director of Aquila American Gold Ltd. since 2011; Director and senior officer of Patriot Battery Metals Inc. (formerly Gaia Metals Corp.) since 2012. Director of Straightup Resources Inc. since2020 (all resource explorationcorporations).	2011	101,390(3) 370,914(4)
Richard Stone Toronto, Ontario Director	Chairman and CEO of Stone Asset Management Limited since 1999 and of Stone Investment Group Limited since 2006 (investment management corporations). Director of the Corporation since January 2017.	2017	340,500(3) 32,500(4)

Notes:

(1) Member of the Audit Committee of the Corporation. The Corporation does not have a Compensation Committee, Reserves Committee or an Executive Committee of the Board of Directors.

(2) Not including stock options or warrants of the Corporation.

(3) Held directly.

(4) Held indirectly including through a corporation owned and/or controlled by the respective director.

The current directors and officers of the Corporation, as a group, own directly or indirectly or control in aggregate 15,519,981 Common Shares representing approximately 25.1% of the outstanding Common Shares, and prior to giving effect to the exercise of any stock options or warrants of the Corporation.

To the knowledge of the Corporation, no proposed director is, at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, while that person was acting in that capacity, (a) was the subject of a cease trade order or similar order or an order that denied the issuer access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (b) was subject to an event that resulted, after that person ceased to be a director or executive officer, in the issuer being the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation, for a period of more than 30 consecutive days.

To the knowledge of the Corporation, no proposed director is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of the Corporation, no proposed director has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

To the knowledge of the Corporation, no proposed director (a) has been subject to any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority; or (b) since December 31, 2000, has entered into a settlement agreement with a securities regulatory authority or, before January 1, 2001, entered into a settlement agreement with a securities regulatory authority which would likely be important to a reasonable securityholder in deciding whether to vote for a proposed director; or (c) been subject to any other penalties or sanctions imposed by a court or regulatory

body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Directors will be elected by the affirmative vote of a majority of the votes cast on the resolution and will hold office until the next annual meeting of shareholders or until the directors' respective successors are duly elected or appointed.

II. Appointment of Auditors

The Corporation is proposing to reappoint RSM Canada LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix the terms of engagement and remuneration of the auditors. RSM Canada LLP was first appointed as auditors of the Corporation on March 27, 2008.

The management designees, if named as proxy, intend to vote the shares represented by any such proxy FOR the reappointment of RSM Canada LLP, as auditors of the Corporation, at a remuneration and on terms of engagement to be fixed by the Board of Directors, unless a shareholder has specified on his or her proxy that his or her shares are to be withheld from voting on the appointment of auditors.

III. Annual Ratification of Stock Option Plan

The Board and management have recommended that the Corporation’s stock option plan (the “ Plan ”), being a “rolling” 10% stock option plan, be approved and ratified, subject to such amendments, additions or deletions as may be necessary or desirable in the opinion of the directors within the authority granted to the directors under the Plan or otherwise to meet the requirements of the TSX Venture Exchange (“ TSXV ”). In this regard the following resolution will be proposed:

“BE IT RESOLVED THAT:

the Plan, substantially in the form summarized and described in this information circular, is hereby approved and ratified by the shareholders of the Corporation, subject to such amendments, additions or deletions as may be necessary or desirable in the opinion of the directors within the authority granted to the directors under the Plan or otherwise to meet the requirements of the TSXV; and
Any one director or officer of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation (whether under its corporate seal or otherwise), at such time as the directors may determine, to execute all documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement the foregoing resolution and the matters authorized hereby, such determinations to be conclusively evidenced by the execution and delivery of such documents or other instruments or the taking of any such action.”

To be approved, the foregoing resolution requires the affirmative vote of at least the majority of the votes cast on the resolution. Proxies received in favour of management will be voted FOR the resolution to approve and ratify the Plan, unless the shareholder has specified in a proxy that his, her or its shares are to be voted against the resolution.

Other Business at the Meeting

Management of the Corporation is not aware of any other matter to come before the Meeting, other than as set out in this Information Circular. However, if any other business is properly presented at the Meeting and may properly be considered and acted upon, proxies will be voted by those persons named in

the Proxy in their discretion, including with respect to any amendments or variation to the matters identified in the Meeting materials.

Interest of Informed Persons In Material Transactions and Matters to be Acted Upon

Except as set out under the heading “Particulars of Matters to be Acted Upon” above, management is not aware of any material interest, direct or indirect, of any “informed person” of the Corporation, insider of the Corporation, director, or any associate or affiliate of any informed person or director, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation

An “informed person” means (i) a director or executive officer of the Corporation or of a subsidiary of the Corporation, (ii) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, (iii) a director or officer of a company that is itself an informed person of the Corporation or of a subsidiary of the Corporation, and (iv) any person who has been a director or officer of the Corporation at any time since the beginning the Corporation’s last fiscal year.

Certain corporate entities that are related to the Corporation’s officers and directors provide consulting services to the Corporation. Such transactions were conducted in the normal course of operations and are measured at the exchange amounts. Details are available in the Corporation’s financial statements for the year-ended March 31, 2020.

PART THREE

STATEMENT OF EXECUTIVE COMPENSATION (FORM 51-102F6)

In accordance with the requirements of applicable securities legislation in Canada, the section below entitled “Compensation Discussion and Analysis” sets out the “Summary Compensation Table” and related tables and narrative disclosures, all as required under Form 51-102F6. The stated objective of Form 51-102F6 is to provide insight into executive compensation as a key aspect of the overall stewardship and governance of a corporation and to help investors understand how decisions about executive compensation are made.

Compensation Discussion and Analysis

All matters relating specifically to senior executive compensation are reviewed and approved by the full Board of Directors. The Board of Directors has elected not to appoint a Compensation Committee. The Chief Executive Officer makes recommendations to the Board of Directors with respect to compensation of the Corporation’s executive officers, including base salaries, annual bonuses and long-term equity participation levels. The CEO also plays a major role in setting performance objectives and outlining progress in meeting corporate objectives. The Board of Directors gives final approval on compensation matters.

The Corporation’s overall policy regarding compensation of the Corporation’s executive officers is structured to provide competitive salary levels and compensation incentives that support both the shortterm and long-term goals of the Corporation, attract and retain suitable and qualified executive management and establish a compensation framework which is industry competitive. The Corporation’s policy is to recognize and reward individual performance as well as to place executive compensation within the range of compensation levels in the industry.

Summary Compensation Table

The “Summary Compensation Table” below details all of the compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly for the fiscal year ended March 31, 2021 to the Chief Executive Officer, the Chief Financial Officer and the other individuals (to a maximum of three) who were the most highly compensated executive officers of the Corporation and its subsidiaries and whose total compensation from the Corporation and its subsidiaries exceeded $150,000 in 2021, (collectively, with the Chief Executive Officer and the Chief Financial Officer, the “Named Executive Officers” or the “NEOs” of the Corporation). During the financial year ended March 31, 2021, the Corporation had four Named Executive Officers: Thomas Larsen (CEO), Miles Nagamatsu (CFO), William Pearson (Executive Vice President, Exploration) and Jorge Estepa (Vice President and SecretaryTreasurer).

The following table sets forth particulars concerning the compensation paid for services rendered to the Corporation by its NEOs in all capacities during the most recently completed financial year ended March 31, 2021:

31, 2021:
					Non-equity
					incentive plan
					compensation
					($)

Name and principal position	Year	Salary (1)	Share-	Option-	Annual	Long-	Pension	All other	Total
		($)	based	based	incentive	term	value	compensation	compensation
			awards	award	plans	incentive	($)	($)	($)
			($)	(2) ($)		plans


Thomas Larsen President and CEO	2021	108,000	Nil	770,565	Nil	Nil	Nil	100,000(3)	978,565
	2020	96,000	Nil	57,094	Nil	Nil	Nil	7,500(3)	160,594
	2019	96,000	Nil	Nil	Nil	Nil	Nil	11,737(3)	107,737

Miles Nagamatsu CFO	2021	67,500	Nil	179,502	Nil	Nil	Nil	37,500(3)	284,502
	2020	60,000	Nil	42,821	Nil	Nil	Nil	3,250(3)	106,071
	2019	60,000	Nil	Nil	Nil	Nil	Nil	Nil	60,000

William Pearson(4) Executive VP, Exploration	2021	14,000	Nil	295,243	Nil	Nil	Nil	45,000(3)	354,243
	2020	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A


Jorge Estepa VP, Secretary- Treasurer	2021	67,500	Nil	179,502	Nil	Nil	Nil	37,500(3)	284,502
	2020	60,000	Nil	42,821	Nil	Nil	Nil	3,250(3)	106,071
	2019	60,000	Nil	Nil	Nil	Nil	Nil	Nil	60,000

Notes:

(1) Compensation paid or payable as consulting fees to a corporation controlled by the NEO.

(2) The amount shown in the column represents the grant date fair value of options and may not represent the amount the NEO will actually receive from the awards. The grant date fair value of these options has been calculated using the Black-Scholes option pricing model.

(3) Bonus paid or payable to a corporation controlled by the NEO.

(4) Appointed February 16, 2021.

Long-Term Incentive Plans

The Corporation has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the existing stock option plan of the Corporation (the “ Plan ”). On August 29, 2017 the Board approved the adoption of a restricted unit plan (the “ RSU Plan ”) which received TSXV acceptance following shareholder approval. No grants have been made to date pursuant to the RSU Plan.

Equity Compensation Plan Information

The Board and Management have recommended that the shareholders of the Corporation approve and ratify the Plan, as set forth in greater detail below.

The Plan was approved by the Board on September 14, 2012 and subsequently approved by the Corporation`s shareholders. The Plan was ratified by the Corporation’s shareholders at the last annual and special meeting of shareholders which was held on December 30, 2020. The purpose of the Plan is to encourage ownership of Common Shares by directors, officers, employees and consultants of the Corporation and thereby provide additional incentive for them to promote the success of the Corporation.

Stock Option Plan

The purpose of the Plan is to attract, retain and motivate Eligible Persons (as defined below) by affording such persons the opportunity to acquire an equity interest in Eloro through rights granted to purchase Common Shares.

Under the Plan, stock options (“ Options ”) may be granted in favour of directors, officers, key employees (part-time or full-time) or consultants or corporations that are wholly-owned by any of the foregoing, or consultant companies of Eloro or any Eloro subsidiary (any of the foregoing, an “ Eligible Person ”).

The Plan is an “evergreen” stock option plan reserving for issuance a maximum number of Common Shares equal to 10% of the issued and outstanding Common Shares at the applicable time (on a nondiluted basis). Under the Plan, the maximum number of Common Shares reserved shall be approximately 6,184,902 and, being a “rolling” 10% plan, such maximum number shall increase or decrease automatically in accordance with the terms of the Plan such that the maximum number shall be 10% of the Common Shares outstanding from time to time.

Subject to the provisions of the Plan, the directors may receive recommendations of management or any committee of the Board and shall determine from time to time those Eligible Persons to whom Options should be granted, the number of Options which will be granted from time to time and the terms and conditions of each such grant of Options, including the term and any vesting provisions. The Board will comply with all TSXV and other regulatory requirements in granting Options and otherwise administering the Plan.

The following is a summary of the Plan:

Under the terms of the Plan, the Board of Directors of the Corporation may, at its discretion, grant options to purchase Common Shares to directors, officers, employees and consultants of the Corporation, provided that: (i) no individual may be granted options for Common Shares exceeding 5% of the issued and outstanding Common Shares in a twelve (12) month period; (ii) the maximum aggregate number of Common Shares which may be reserved for issuance under the Plan at any time may not exceed 10% of the number of the issued and outstanding Common Shares; (iii) the maximum number of Common Shares which may be reserved for issuance under options granted to insiders may not exceed, in the aggregate, 10% of the outstanding Common Shares at the date of the grant; (iv) the maximum number of options which may be granted to insiders within a 12-month period may not exceed, in the aggregate, 10% of the issued shares; (v) the maximum number of Common Shares which may be issued to any one optionee in any twelve (12) month period is 5% of the outstanding Common Shares at the date of issuance; (vi) the maximum number of Common Shares which may be reserved for issuance under options granted to any consultant in a twelve (12) month period is 2% of the outstanding Common Shares at the date of the grant; and (vii) the maximum number of Common Shares which may be reserved for issuance under options granted to any person engaged in investor relations activities in a 12-month period is 2% of the outstanding Common Shares at the date of the grant.

Options granted under the Plan are non-assignable and non-transferable. The option price per share granted under the Plan may not be less than the closing market price for the Common Shares on the TSXV on the last day of trading immediately preceding the date on which the option is granted, less any applicable discount permitted by the rules and policies of the TSXV. The maximum term of any option is five years from the date on which the option is granted. Subject to an express resolution of the Board of Directors, all options expire ninety (90) days after a person ceases to be at least one of an officer, director or employee of the Corporation and its subsidiaries or leaves the employ of the Corporation and its subsidiaries, other than for “just cause” which options expire immediately and other than options granted to the optionee in relation to its performance of investor relations activities, which options must be exercised within thirty (30) days of the close of any such transaction). Entitlements of consultants upon termination shall be in accordance with the terms of the consulting agreement with the Corporation. In the event of the death of an optionee, his or her legal representative may exercise the outstanding vested options within twelve (12) months of the death but prior to the expiry of the options in accordance with the terms thereof, after which all of such options will expire. In the event of a change in control of the Corporation or in the event of a sale by the Corporation of all or substantially all of the property or assets of the Corporation, all optionees under the Plan become entitled to exercise all options held by such optionee, whether or not vested at such time, within ninety (90) days of the close of any such transaction (other than options granted to the optionee in relation to its performance of investor relations activities, which options must be exercised within thirty (30) days of the close of any such transaction).

Compensation Policy and Key Compensation Components

The Corporation does not have a compensation program other than paying base salaries, incentive bonuses, and incentive stock options to the NEOs. The Corporation recognizes the need to provide a compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive's level of responsibility.

The Corporation has no other forms of compensation, although payments may be made from time to time to individuals or companies they control for the provision of consulting services. Such consulting services are paid for by the Corporation at competitive industry rates for work of a similar nature by reputable arm's length services providers.

Base Salary

The objectives of base salary are to recognize market pay, and acknowledge the competencies and skills of individuals. The base salary paid to the NEOs shall be reviewed annually by the Board of Directors as part of the annual review of executive officers. The decision on whether to grant an increase to the executive's base salary and the amount of any such increase shall be in the sole discretion of the Board of Directors.

Incentive Bonuses

The objectives of incentive bonuses in the form of cash payments are designed to add a variable component of compensation, based on corporate and individual performances for executive officers and employees. No incentive bonuses were paid to NEOs, other executive officers or employees during the most recently completed fiscal year.

Stock Option Plan

The objectives of the Corporation’s stock option plan are to reward achievement of long-term financial and operating performance and focus on key activities and achievements critical to the ongoing success of the Corporation. As of the date hereof, 4,340,000 Options are currently outstanding with 1,930,000 stock options granted to NEOs, 680,000 to other directors, 400,000 to other executive officers or employees and 1,330,000 stock options to consultants. During the most recently completed fiscal year 905,000 stock

options were granted to NEOs, 180,000 to other directors, 145,000 to other executive officers or employees and 805,000 stock options to consultants.

Restricted Share Unit Plan

On August 29, 2017, the Board approved the adoption of the RSU Plan, which subsequently received TSXV acceptance following shareholder approval. The purpose of the RSU Plan is to assist and encourage eligible participants to work towards and participate in the growth and development of the Corporation and its related entities and provide such persons with the opportunity to acquire an ownership interest in the Corporation. To date, there have been no issuances pursuant to the RSU Plan.

Incentive Plan Awards

Outstanding share-based awards and option-based awards

NEOs were granted 905,000 stock options to purchase or acquire securities of the Corporation during the most recently completed financial year ended March 31, 2021. The following table set forth all options granted to the NEOs to purchase or acquire securities of the Corporation which were outstanding on March 31, 2021:

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option Exercise price ($)	Option expiration date	Value of unexercised in-the- money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed
Thomas Larsen CEO	225,000 300,000 200,000 275,000	4.45 0.60 0.40 0.55	Feb. 1, 2026 Jun. 10, 2025 Feb. 18, 2025 Jan. 27, 2022	Nil 945,000 670,000 880,000	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil
Miles Nagamatsu CFO	50,000 90,000 150,000 125,000	4.45 0.60 0.40 0.55	Feb. 1, 2026 Jun. 10, 2025 Feb. 18, 2025 Jan. 27, 2022	Nil 283,500 502,500 400,000	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil
William Pearson Executive VP, Exploration	100,000	4.45	Feb. 1, 2026	Nil	Nil	Nil	Nil
Jorge Estepa VP, Secretary- Treasurer	50,000 90,000 150,000 125,000	4.45 0.60 0.40 0.55	Feb. 1, 2026 Jun. 10, 2025 Feb. 18, 2025 Jan. 27, 2022	Nil 283,500 502,500 400,000	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil

Notes:

(1) This amount is based on the difference between the closing market price of the Common Shares on the TSXV of $3.75 per share on March 31, 2021, and the exercise price of the option.

Incentive plan awards - value vested or earned during the year

The following table sets forth the value vested or earned during the year of option-based awards, sharebased awards and non-equity incentive plan compensation paid to NEOs during the most recently completed financial year ended March 31, 2021:

		15
Name	Option-based awards -	Share-based awards - Value vested	Non-equity incentive plan
	Value vested during the year	during the year	compensation - Value earned
	(1)	($)	during the year
	($)		($)
Thomas Larsen President and CEO	945,000	N/A	N/A

Miles Nagamatsu CFO	283,500	N/A	N/A

William Pearson Executive VP, Exploration	N/A	N/A	N/A

Jorge Estepa VP, Secretary- Treasurer	283,500	N/A	N/A

Notes:

(1) This amount is based on the difference between the closing market price of the Common Shares on the TSXV of $3.75 per share on March 31, 2021, and the exercise price of all “in-the-money” options granted during the recently completed financial year ended March 31, 2021.

Pension Plan Benefits

No pension plan or retirement benefit plans have been instituted by the Corporation and none are proposed at this time.

NEO Employment Contracts, Termination and Change of Control Benefits

The Corporation has written consulting services contracts with its NEOs. Each contract provides for the payment and provision of other benefits triggered by a termination without cause or as a result of a change of control.

The Corporation has a consulting services contract with a corporation controlled and wholly-owned by the Chief Executive Officer, Thomas G. Larsen. Mr. Larsen's contract was for a two-year period which expired on January 31, 2019, and thereafter automatically extends on an annual basis for an additional term of one year. Under the terms of the consulting services contract, Mr. Larsen is entitled to receive annual consulting fees of up to $240,000 payable to a corporation controlled and wholly-owned by Mr. Larsen. Notwithstanding the foregoing, for the year ended March 31, 2021, Mr. Larsen elected to receive consulting fees of $108,000 with no additional amounts accrued or payable for that period. Pursuant to the services contract, if there is a change in control of the Corporation which results in the termination of office for Mr. Larsen, he would be entitled to receive an amount equal to three times his then current maximum annual consulting services fee as described in the table below. As well, in the event of a corporate reorganization, plan of arrangement, spin-out or change of control in respect of which Mr. Larsen loses his office with the Corporation, Mr. Larsen’s stock options will retain their original expiry date which will not be subject to accelerated expiry under the general terms of the Plan.

The Corporation also has a consulting services contract with a corporation controlled and wholly-owned by its Chief Financial Officer, Miles Nagamatsu. Mr. Nagamatsu's contract was for a two-year period which expired on January 31, 2019, and thereafter automatically extends on an annual basis for an additional term of one year. Under the terms of the consulting services contract, Mr. Nagamatsu is entitled to receive annual consulting fees of up to $150,000 payable to a corporation controlled and wholly-owned by Mr. Nagamatsu. Notwithstanding the foregoing, for the year ended March 31, 2021, Mr. Nagamatsu elected to receive consulting fees of $67,500 with no additional amounts accrued for that period. If there is a change in control of the Corporation which results in the termination of office for Mr. Nagamatsu, he would be entitled to receive an amount equal to three times his then current maximum annual consulting services fee as described in the table below. As well, in the event of a corporate reorganization, plan of arrangement, spin-out or change of control in respect of which Mr. Nagamatsu

loses his office with the Corporation, Mr. Nagamatsu’s stock options will retain their original expiry date which will not be subject to accelerated expiry under the general terms of the Plan.

The Corporation also has a consulting services contract with a corporation controlled and wholly-owned by its Vice President, Secretary-Treasurer, Jorge Estepa. Mr. Estepa's contract was for a two-year period which expired on January 31, 2019, and thereafter automatically extends on an annual basis for an additional term of one year. Under the terms of the consulting services contract, Mr. Estepa is entitled to receive annual consulting fees of up to $150,000 payable to a corporation controlled and wholly-owned by Mr. Estepa. Notwithstanding the foregoing, for the year ended March 31, 2021, Mr. Estepa elected to receive consulting fees of $67,500 with no additional amounts accrued for that period. If there is a change in control of the Corporation which results in the termination of office for Mr. Estepa, he would be entitled to receive an amount equal to three times his then current maximum annual consulting services fee as described in the table below. As well, in the event of a corporate reorganization, plan of arrangement, spin-out or change of control in respect of which Mr. Estepa loses his office with the Corporation, Mr. Estepa’s stock options will retain their original expiry date which will not be subject to accelerated expiry under the general terms of the Plan.

The Corporation also has a consulting services contract with a corporation controlled and wholly-owned by its Executive Vice President, Exploration, William Pearson. Mr. Pearson's contract is for a three-year period set to expire on December 31, 2023, and thereafter can be extended by mutual agreement for an additional term of two years. Under the terms of the consulting services contract, Mr. Pearson is entitled to receive annual consulting fees of $120,000 payable to a corporation controlled and wholly-owned by Mr. Pearson. If there is a change in control of the Corporation which results in the termination of office for Mr. Pearson, he would be entitled to receive the balance of the fees that he would have received from the termination date to December 31, 2023.

The following table sets forth the estimated incremental payments that would have been required to have been made to each NEO, assuming a triggering event (change of control or termination without cause) took place on March 31, 2021.

Name and principal position	Estimated Cash Payout on Termination	Estimated Cash Payout on Termination	Estimated Value Vested Option-Based Awards on Termination without Cause(1) ($)
	Without Cause ($)	Change of Control and Termination ($)
Thomas Larsen President and CEO	240,000	720,000	2,495,000
Miles Nagamatsu CFO	150,000	450,000	1,186,000
William Pearson Executive VP, Exploration	330,000	330,000	Nil
Jorge Estepa VP, Secretary-Treasurer	150,000	450,000	1,186,000
Notes:

(1) This amount is based on the difference between the closing market price of the Corporation’s common shares on the TSXV of $3.75 per share on March 31, 2021, and the exercise price of all “in the money” options.

Director’s Compensation

During the year ended March 31, 2021, none of the directors of the Corporation, other than one director who is a NEO, were compensated by the Corporation.

Share-based awards and option-based awards

There were 180,000 options granted to four directors of the Corporation who were not NEOs to purchase or acquire securities of the Corporation outstanding at the end of the most recently completed financial year

ended March 31, 2021. The following table set forth the options granted to the directors to purchase or acquire securities of the Corporation which were outstanding on March 31, 2021:

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards

Name	Number of	Option	Option	Value of	Number of	Market or
	securities	exercise	expiration	unexercised in-	shares or units	payout value
	underlying	price	date	the-money	of shares that	of share-based
	unexercised	($)		options (1)	have not vested	awards that
	options			($)	(#)	have not
	(#)					vested
						($)
Francis Sauve	20,000	4.45	Feb. 1, 2026	Nil	N/A	N/A
	25,000	0.60	Jun. 10, 2025	78,750	N/A	N/A
	100,000	0.40	Feb. 18, 2025	335,000	N/A	N/A
	50,000	0.55	Jan. 27, 2022	160,000	N/A	N/A
Alexander Horvath	20,000	4.45	Feb. 1, 2026	Nil	N/A	N/A
	25,000	0.60	Jun. 10, 2025	78,750	N/A	N/A
	100,000	0.40	Feb. 18, 2025	335,000	N/A	N/A
	50,000	0.55	Jan. 27, 2022	160,000	N/A	N/A
Dusan Berka	20,000	4.45	Feb. 1, 2026	Nil	N/A	N/A
	25,000	0.60	Jun. 10, 2025	78,750	N/A	N/A
	100,000	0.40	Feb. 18, 2025	335,000	N/A	N/A
	50,000	0.55	Jan. 27, 2022	160,000	N/A	N/A
Richard Stone	20,000	4.45	Feb. 1, 2026	Nil	N/A	N/A
	25,000	0.60	Jun. 10, 2025	78,750	N/A	N/A
	50,000	0.40	Feb. 18, 2025	167,500	N/A	N/A
	100,000	0.55	Jan. 27, 2022	320,000	N/A	N/A

Notes:

(1) Based on a closing price of the common shares on the TSXV of $3.75 on March 31, 2021.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the Corporation’s equity compensation plan, which is the Corporation’s stock option plan.

stock option plan.
Plan Category	(A) Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	(B) Weighted average option price of outstanding options, warrants and rights ($)	(C) Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column A) (#)
Equity compensation plans approved by security holders	4,340,000	1.44	1,844,302(1)
Equity compensation plans not approved by security holders	N/A	N/A	Nil
Total	4,340,000	1.44	1,844,302(1)

Notes: (1) Based on a maximum number reserved for issuance of 6,184,302 Common Shares as at August 30, 2021.

The maximum number of Common Shares reserved under the Plan as of the date of this Circular is 6,184,302 and, being a “rolling” 10% plan, such maximum number shall increase or decrease automatically in accordance with the terms of the Plan such that the maximum number shall be 10% of the Common Shares outstanding from time to time.

Stock Option Plan

Details of the Corporation’s Plan can be found under the heading “Equity Compensation Plan Information” above.

Indebtedness of Directors and Officers

No director or senior officer of the Corporation or associate of the foregoing persons, was indebted to the Corporation at any time during the most recently completed financial year ended March 31, 2021.

PART FOUR

CORPORATE GOVERNANCE AND OTHER INFORMATION

General

The Board of Directors believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the “ CSA ”) have adopted National Policy 58-201 Corporate Governance Guidelines , which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

The focus of the Board of Directors is to provide objective, prudent guidance to the Corporation’s management. In developing and supervising implementation of the Corporation’s strategic plan, the Board of Directors sets objectives for the Chief Executive Officer and the Corporation’s senior management. In the financial year ended March 31, 2021, the Board of Directors continued to further its commitment to corporate governance through reviewing existing processes, and where appropriate, developing new ones. The Board of Directors will continue to ensure an effective process and structure for the management of the Corporation at all levels.

Board of Directors

Composition of the Board

NI 58-101, when taken with section 1.4 of National Instrument 52-110 Audit Committees , (“ NI 52-110 ”) provides that a member is “independent” if the member has no direct or indirect material relationship with the Corporation, a “material relationship” being one which could, in the view of the Corporation’s Board of Directors, reasonably interfere with the exercise of a member’s independent judgment.

Based on the foregoing, the Corporation has determined that the following individuals are independent within the meaning of NI 58-101 and NI 52-110:

Francis Sauve - Independent Director Dusan Berka – Independent Director Richard Stone – Independent Director Alexander Horvath – Independent Director

The Corporation has determined that the following individuals are not independent based on the guidelines set forth in NI 58-101 and NI 52-110:

Thomas Larsen is not independent as a result of having served as the Chief Executive Officer of the Corporation since 1997 and as Chairman of the Board of Directors since 2002.

Certain of the directors are also directors of other reporting issuers, as follows:

Director	Other Reporting Issuers
Thomas Larsen	Cartier Iron Corporation
Francis Sauve	Cartier Iron Corporation
Alexander Horvath	Cartier Iron Corporation
Dusan Berka	Madoro Metals Corp. (formerly Megastar Development Corp.), Aguila American Gold Ltd., Patriot Battery Metals Inc. (formerly Gaia Metals Corp.), Straightup Resources Inc.
Richard Stone	Stone Investment Group Limited

Mandate of the Board of Directors

The Board of Directors approved a mandate which includes, among other duties and responsibilities, the following objectives: to approve and monitor the strategic, business and financial plans of the Corporation; to supervise performance and succession planning of senior officers; to assess the principal risk factors relating to the business of the Corporation; and to monitor and oversee the integrity of the financial reporting and disclosure practices of the Corporation. Every Director is required to act honestly and in good faith and in the best interests of the Corporation and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board of Directors remain those of the full Board of Directors.

Orientation and Continuing Education of Board Members

New members to the Board of Directors receive an orientation package which includes company policies and public disclosure filings by the Corporation. Meetings of the Board of Directors are held at the Corporation’s facilities and are combined with presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business. In addition, management of the Corporation makes itself available for discussion with all members of the Board of Directors.

Measures to Encourage Ethical Business Conduct

The Board of Directors has adopted a written code of business conduct and ethics that encourages and promotes a culture of ethical business conduct. A whistle blower policy has also been implemented whereby employees are encouraged to report unethical behaviour directly to the Board of Directors.

Nomination of Members to the Board of Directors

The Board of Directors considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to effectively carry out the duties of the Board of Directors and to maintain a diversity of views and experience.

The Board of Directors does not have a nominating committee and these functions are currently performed by the Board of Directors as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed.

Board Composition and Committees

The Board of Directors is currently comprised of five (5) members of which four are independent directors. The Board of Directors has also appointed an Audit Committee.

Audit Committee

The Board of Directors has developed written terms of reference outlining the Audit Committee’s roles and responsibilities and providing appropriate guidance to Audit Committee members as to their duties. The Audit Committee reviews the annual and interim financial statements of the Corporation and makes recommendations to the Board of Directors with respect to such statements. The Audit Committee also reviews the nature and scope of the annual audit as proposed by the auditors and management, and the adequacy of the internal accounting control procedures and systems within the Corporation. The Audit Committee is responsible for ensuring that management has implemented an effective system of internal control and has oversight responsibility for management reporting on internal control. The full text of the Audit Committee Charter is attached as Schedule "A" hereto.

Composition of the Audit Committee

The Audit Committee is currently comprised of Francis Sauve, Dusan Berka and Alexander Horvath. Messrs. Berka, Sauve and Horvath are independent and all of the members of the Audit Committee are financially literate within the meaning of NI 52-110. They are all experienced directors and/or officers of public companies, and are sufficiently versed in the expectations of independent directors and fully capable of exercising independent judgment.

Relevant Education and Experience

The following relevant education and experience of the members of the Audit Committee have been used in assessing their financial literacy:

Francis Sauve owns his own business and in such capacity has experience in the preparation, analysis and/or evaluation of financial statements generally and an understanding of internal control and procedures for financial reporting. Over the past 25 years, Mr. Sauve has been, and is currently, a director of a number of publicly traded resource exploration companies.

Dusan Berka has obtained significant financial experience and exposure to accounting and financial issues in past positions as an officer and/or director of a number of publicly traded resource exploration companies.

Alexander Horvath has obtained significant financial experience and exposure to accounting and financial issues in past positions as an officer and/or director of a number of publicly traded resource exploration companies.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

Even though the Corporation is a venture issuer on the TSXV, it voluntarily files an annual information form. At no time since the Corporation’s most recently completed financial year has the Company relied on the exemptions provided Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), an exemption from subsection 6.1.1(4) ( Circumstances Affecting the Business or Operations of the Venture Issuer ), subsection 6.1.1(5) ( Events Outside Control of Member ), subsection 6.1.1(6) ( Death, Incapacity or Resignation ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. Even though venture issuers are not required to file an annual information form, Part 5 of the NI 52-110 applies to the Corporation since it did voluntarily file and annual information form and this related

disclosure appears in the Corporation’s most recently completed annual information form for the financial year ended March 31, 2021.

Pre-approval Policies and Procedures

The Audit Committee pre-approves all audit services and all permitted non-audit services in excess of $5,000.

External Auditor Service Fees (By Category)

The following table provides information about the fees billed to the Corporation for professional services rendered by RSM Canada LLP, during the financial years ended March 31, 2021 and March 31, 2020 and paid or estimated to be payable for services rendered in the year indicated:

	2021 ($)	2020 ($)
Audit Fees(1)	27,000	23,500
Audit-Related Fees(2)	Nil	Nil
Tax Fees(3)	4,500	4,500
All Other Fees(4)	53,628	Nil
Total:	85,128	28,000

Notes:

(1) “ Audit Fees ” include fees necessary to perform the annual audit of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “ Audit-Related Fees ” include fees for services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “ Tax Fees ” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “ All Other Fees ” include all other non-audit services, which for 2021 included fees related to two bought deal financings, including the review of the Company’s interim financial statements and the prospectus filings.

The Audit Committee met four (4) times in the year ended March 31, 2021 to fulfill its mandate. The Audit Committee meets with the Corporation’s auditors regularly, independent of management, and has direct communication channels with the external auditors to discuss and review specified issues as appropriate.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation’s audited financial statements and accompanying managements’ discussion and analysis (“ MD&A ”) for the year ended March 31, 2021 available under the Corporation’s profile on SEDAR at www.sedar.com.

Under NI 54-101, any person or company who wishes to receive interim financial statements from the Corporation may deliver a written request for such material to the Corporation or the Corporation’s registrar and transfer agent, together with a signed statement that the person or company is the owner of securities of the Corporation. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed mail card, together with the completed form of proxy, in the addressed envelope provided, to the Corporation’s registrar and transfer agent, TSX Trust Company , 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1. The Corporation will maintain a supplemental mailing list of persons or companies wishing to receive interim financial statements.

Additional information relating to the Corporation is available on the SEDAR website at www.sedar.com.

GENERAL

Unless otherwise indicated, all matters referred to herein for approval by the shareholders require a simple majority of the shareholders voting, in person or by proxy, at the Meeting.

The contents and sending of this information circular have been approved by the Board of Directors.

Unless otherwise stated, the information provided herein is given as of the 30[th] day of August, 2021.

By Order of the Board of Directors

(signed) “ Thomas G. Larsen ”

Thomas G. Larsen Chairman and Chief Executive Officer

SCHEDULE “A”

ELORO RESOURCES LTD.

(the “Corporation”)

Audit Committee Charter

OVERALL ROLE AND RESPONSIBILITY

The Audit Committee shall:

(a) assist the Board of Directors in its oversight role with respect to:
(i) the quality and integrity of financial information;
(ii) the independent auditor’s performance, qualifications and independence;
(iii) the performance of the Corporation’s internal audit function, if applicable; and
(iv) the Corporation’s compliance with legal and regulatory requirements; and
(b) prepare such reports of the Audit Committee required to be included in the Circular in accordance with applicable laws or the rules of applicable securities regulatory authorities.

MEMBERSHIP AND MEETINGS

The Audit Committee shall consist of three or more Directors appointed by the Board of Directors, the majority of whom shall be independent and unrelated to the Corporation and as such shall not be officers (other than a non-executive Chairman or Corporate Secretary who is not an employee of the Corporation) or employees of or have a meaningful business relationship with the Corporation or any of the Corporation’s affiliates or be an immediate family member of any of the foregoing. Each of the members of the Audit Committee shall satisfy the applicable independence and financial literacy of the laws governing the Corporation, the applicable stock exchanges on which the Corporation’s securities are listed and applicable securities regulatory authorities.

The Board of Directors shall designate one member of the Audit Committee as the Committee Chair. Each member of the Audit Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment.

STRUCTURE AND OPERATIONS

The affirmative vote of a majority of the members of the Audit Committee participating in any meeting of the Audit Committee is necessary for the adoption of any resolution.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall report to the Board of Directors on its activities after each of its meetings at which time minutes of the prior Committee meeting shall be tabled for the Board of Directors.

The Audit Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

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The Audit Committee is expected to establish and maintain free and open communication with management and the independent auditor and shall periodically meet separately with each of them.

SPECIFIC DUTIES

Oversight of the Independent Auditor

Make recommendations to the Board of Directors for the appointment and replacement of the independent auditor.
Responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
Authority to pre-approve all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including (i) reviewing and evaluating the lead partner on the independent auditor’s engagement with the Corporation, and (ii) considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence.
Obtain from the independent auditor and review the independent auditor’s report regarding the management internal control report of the Corporation to be included in the Corporation’s annual proxy circular, as required by applicable law.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law (currently at least every 5 years).

Financial Reporting

Review and discuss with management and the independent auditor:
prior to the annual audit the scope, planning and staffing of the annual audit,
the annual audited financial statements,
the Corporation’s annual and quarterly disclosures made in management’s discussion and analysis,
approve any reports for inclusion in the Corporation’s Annual Report, as required by applicable legislation,
the Corporation’s quarterly financial statements, including the results of the independent auditor’s review of the quarterly financial statements and any matters required to be communicated by the independent auditor under applicable review standards,
significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements,

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any significant changes in the Corporation’s selection or application of accounting principles,
any major issues as to the adequacy of the Corporation’s internal controls and any special steps adopted in light of material control deficiencies, and
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

AUDIT COMMITTEE’S ROLE

The Audit Committee has the oversight role set out in this Charter. Management, the Board of Directors, the independent auditor and the internal auditor (if any) all play important roles in respect of compliance and the preparation and presentation of financial information. Management is responsible for compliance and the preparation of financial statements and periodic reports. Management is responsible for ensuring the Corporation’s financial statements and disclosures are complete, accurate, in accordance with generally accepted accounting principles and applicable laws. The Board of Directors in its oversight role is responsible for ensuring that management fulfills its responsibilities. The independent auditor, following the completion of its annual audit, opines on the presentation, in all material respects, of the financial position and results of operations of the Corporation in accordance with Canadian generally accepted accounting principles.

FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Audit Committee. The Audit Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefor shall also be funded by the Corporation.

- Approval of Audit and Remitted Non Audit Services Provided by External Auditors

Over the course of any year there will be two levels of approvals that will be provided. The first is the existing annual Audit Committee approval of the audit engagement and identifiable permitted non-audit services for the coming year. The second is in-year Audit Committee pre-approvals of proposed audit and permitted non-audit services as they arise.

Any proposed audit and permitted non-audit services to be provided by the External Auditor to the Corporation or its subsidiaries must receive prior approval from the Audit Committee, in accordance with this Protocol. The CFO shall act as the primary contact to receive and assess any proposed engagements from the External Auditor.

Following receipt and initial review for eligibility by the primary contacts, a proposal would then be forwarded to the Audit Committee for review and confirmation that a proposed engagement is permitted.

In the majority of such instances, proposals may be received and considered by the Chair of the Audit Committee (or such other member of the Audit Committee who may be delegated authority to approve audit and permitted non-audit services), for approval of the proposal on behalf of the Audit Committee. The Audit Committee Chair will then inform the Audit Committee of any approvals granted at the next scheduled meeting.

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AI assistant

Eloro Resources Ltd. — AGM Information 2021

44112_rns_2021-09-10_e040017d-5443-4585-886b-9bdb9c557ee5.pdf

ELORO RESOURCES LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

ELORO RESOURCES LTD.

20 Adelaide Street East, Suite 200, Toronto, ON, M5C 2T6

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS to be held on September 30, 2021

PURPOSE OF SOLICITATION

IMPORTANT NOTICE REGARDING THE MEETING

PART ONE

VOTING INFORMATION

APPOINTMENT OF PROXIES

NON-REGISTERED SHAREHOLDERS

Voting Instruction Form

Form of Proxy

REVOCATION OF PROXIES

VOTING OF PROXIES

VOTING AT THE VIRTUAL MEETING

Registered Shareholders of the Corporation may vote online by attending the virtual Meeting.

Beneficial or Non-Registered Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below :

VOTING AND DISCRETIONARY AUTHORITY

RECORD DATE

OUTSTANDING VOTING SHARES, VOTING AT MEETINGS AND QUORUM

PRINCIPAL SHAREHOLDERS

PART TWO

PARTICULARS OF MATTERS TO BE ACTED UPON

I. Election of Directors

II. Appointment of Auditors

III. Annual Ratification of Stock Option Plan

“BE IT RESOLVED THAT:

Other Business at the Meeting

Interest of Informed Persons In Material Transactions and Matters to be Acted Upon

PART THREE

STATEMENT OF EXECUTIVE COMPENSATION (FORM 51-102F6)

Compensation Discussion and Analysis

Summary Compensation Table

Long-Term Incentive Plans

Equity Compensation Plan Information

Stock Option Plan

Compensation Policy and Key Compensation Components

Base Salary

Incentive Bonuses

Stock Option Plan

Restricted Share Unit Plan

Incentive Plan Awards

Outstanding share-based awards and option-based awards

Pension Plan Benefits

NEO Employment Contracts, Termination and Change of Control Benefits

Director’s Compensation

Share-based awards and option-based awards

Securities Authorized for Issuance Under Equity Compensation Plans

Stock Option Plan

Indebtedness of Directors and Officers

PART FOUR

CORPORATE GOVERNANCE AND OTHER INFORMATION

General

Board of Directors

Composition of the Board

Mandate of the Board of Directors

Orientation and Continuing Education of Board Members

Measures to Encourage Ethical Business Conduct

Nomination of Members to the Board of Directors

Board Composition and Committees

Audit Committee

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-approval Policies and Procedures

External Auditor Service Fees (By Category)

ADDITIONAL INFORMATION

GENERAL

By Order of the Board of Directors

Thomas G. Larsen Chairman and Chief Executive Officer

SCHEDULE “A”

ELORO RESOURCES LTD.

Audit Committee Charter

OVERALL ROLE AND RESPONSIBILITY

MEMBERSHIP AND MEETINGS

Eloro Resources Ltd. AGM Information 2021