Eloro Resources Ltd. — Capital/Financing Update 2020

Dec 15, 2020

December 9, 2020

ELORO RESOURCES LTD.

TERM SHEET

Bought Deal Public Offering of Units

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in certain of the provinces of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

ISSUER: Eloro Resources Ltd. (the “ Company ”). AMOUNT: C$3,000,800. OFFERING: 1,936,000 units in the capital of the Company (the “ Units ”). Each Unit will consist of one common share (a “ Common Share ”) in the capital of the Company and one-half (1/2) of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”) of the Company. PRICE: C$1.55 per Unit (the “ Issue Price ”). PURCHASE Each Warrant shall be exercisable to acquire one Common Share (a “Warrant Share”) at a WARRANTS: price per Warrant Share of C$2.00 for a period of 24 months from the Closing Date (as herein after defined). OVER- The Company grants the Underwriters (as defined below) an option, exercisable, in whole ALLOTMENT: or in part by Haywood Securities Inc. (“ Haywood ”), on behalf of the Underwriters, at any time within 30 days following the Closing Date to purchase, or find substitute purchasers for, up to an additional number of Units (the “ Additional Units ”) equal to 15% of the Units sold pursuant to the Offering at a price per Additional Unit equal to the Issue Price. All references herein to “Units” shall include the “Additional Units”. TRANSACTION Bought deal short-form prospectus offering of Units subject to a formal underwriting STRUCTURE: agreement, including a standard industry “disaster out clause”, “regulatory out clause” and “material adverse change clause”. QUALIFYING The Units will be eligible for sale in each of the Provinces of Canada, other than Quebec, AND SELLING and/or in jurisdictions other than Canada that are mutually agreed to by the Company and JURISDICTIONS: Haywood and may be offered for sale in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the " 1933 Act ") and to Accredited Investors (as defined in Rule 501(a) of Regulation D under the 1933 Act) by way of private placement pursuant to an exemption from the registration requirements of the 1933 Act (collectively, the “ Qualifying Jurisdictions ”).

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USE OF The net proceeds from the Offering will be used for exploration and development at the PROCEEDS: Company’s projects in Bolivia and Peru, and for general working capital and corporate purposes.

EXCHANGE The Company shall obtain the necessary approvals to list the Common Shares and Warrant LISTING: Shares underlying the Units on the TSX Venture Exchange under the Company’s trading symbol “ELO”, which listing shall be conditionally approved prior to the Closing Date.

LEAD Haywood Securities Inc. (“Haywood”) as lead underwriter and sole bookrunner on behalf of UNDERWRITER: a syndicate of underwriters (collectively with Haywood, the “ Underwriters ”).

• COMMISSION: • 7.0% cash fee; and

  • 7.0% compensation options (the “ Compensation Options ”). The Compensation Options shall be exercisable for Common Shares of the Company at the Issue Price for a period of 24 months following the Closing Date.

CLOSING: On or about December 30, 2020 or such other date as agreed between the Company and the Underwriters (the “ Closing Date ”), each acting reasonably.

ELIGIBILITY: Eligible under the usual statutes as well as for RRSPs, RRIFs, DPSPs, RESPs and TFSAs.

U.S. NOTICE: The securities offered hereby have not and will not be registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act) unless the securities have been registered under the 1933 Act or are otherwise exempt from such registration.

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