Eloro Resources Ltd. — Capital/Financing Update 2021

Apr 2, 2021

MATERIAL CHANGE REPORT

Form 51-102F3

Section 7.1 of National Instrument 51-102

Item 1. Name and Address of Company

Eloro Resources Ltd. 20 Adelaide Street East Suite 200 Toronto, Ontario M5C 2T6

Item 2. Date of Material Change

March 26, 2021

Item 3. News Release (including date and method of dissemination)

News release was issued via GlobeNewswire on March 26, 2021.

Item 4. Summary of Material Change

On March 26, 2021, Eloro Resources Ltd. (“ Eloro ” or the “ Company ”) closed its previously announced bought deal financing (the “ Financing ”), including the exercise in full by the Underwriters (as defined below) of the over-allotment option (the “ OverAllotment Option ”), of 6,670,000 units of the Company (“ Units ”) at a price of C$3.75 per Unit (the “ Issue Price ”) for aggregate gross proceeds to the Company of C$25,012,500.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On March 26, 2021, Eloro closed the Financing, including the exercise in full of the OverAllotment Option, of 6,670,000 Units at the Issue Price for aggregate gross proceeds to the Company of C$25,012,500.

Each Unit consists 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. Each Warrant is exercisable to acquire one Common Share at a price of C$5.25 for a period of 24 months from the closing date of the Financing, provided that, the expiry date of the Warrants may be accelerated by the Company at any time following the six-month anniversary of the closing date of the Financing and prior to the expiry date of the Warrants if the volumeweighted average trading price of the Common Shares is greater than C$7.00 for any 20 consecutive trading days, at which time the Company may accelerate the expiry date by issuing a press release to announce the reduced warrant term, whereupon the Warrants will expire on the 20[th] calendar day after the date of such press release.

The Financing was underwritten on a bought deal basis by Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation as co-lead underwriters and joint bookrunners, and Cormark Securities Inc. as co-lead underwriter (collectively, the “ Underwriters ”).

The Company intends to use the net proceeds from the Financing mainly for continued exploration and development of the Company’s Iska Iska project in Bolivia. On February 16, 2021, Eloro announced the addition of a second drill rig to commence drilling on the Central Breccia Pipe target. Planned diamond drilling for the balance of 2021 and Q1

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2022 is 51,000 metres, comprising 6,000 metres already budgeted and an additional 45,000 metres planned to be funded from the Financing. Additional drills will be added in stages so that by July 2021, 4 surface drill rigs are expected to be operating with an expected production of 6,000 metres per month. This drilling will be done to explore and define a mineral resource in the Santa Barbara Breccia Pipe, Central Breccia Pipe, Porco (South) Breccia Pipe target and the Huayra Kasa Breccia Pipe and underground workings. Included as part of the 45,000 metres are 6,000 metres of drilling in outside targets at Iska Iska and the Pache property located 20 kilometres southwest of Iska Iska. Eloro also intends to pay from the proceeds of the Financing US$2,500,000 toward the US$10,000,000 option price under an option agreement to acquire a 99% interest in the Iska Iska Project.

In connection with the Financing, the Underwriters received a cash commission equal to 6% of the gross proceeds of the Financing (for a total cash commission of C$1,500,750) and that number of non-transferable compensation options (the “ Compensation Options ”) equal to 6% of the aggregate number of Units sold under the Financing (for a total of 400,200 Compensation Options). Each Compensation Option is exercisable into one Common Share at the Issue Price for a period of 24 months from the closing date of the Financing.

The securities offered in the Financing have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This report shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Qualified Person

Dr. Bill Pearson, P.Geo., Chief Technical Advisor for Eloro and a Qualified Person as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects , reviewed and approved the technical content in this report.

5.2 Disclosure for Restructuring Transactions

Not applicable

Item 6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable

Item 7. Omitted Information

Not applicable

Item 8. Executive Officer

Inquiries in respect of the material change referred to herein may be made to:

Jorge Estepa, Vice-President Phone: (416) 868-9168

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Item 9. Date of Report

This report is dated the 1[st] day of April, 2021.

- Caution Regarding Forward Looking Information

Information in this report may contain forward-looking information. Statements containing forward looking information express, as at the date of this report, the Company’s plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and are believed to be reasonable based on information currently available to the Company (forward-looking statements in this report include, without limitation, statements regarding the use of proceeds from the Financing and the Company’s exploration plans at the Iska Iska property). There can be no assurance that forward-looking statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information