Eloro Resources Ltd. — Capital/Financing Update 2022

May 20, 2022

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

May 12, 2022, May 13, 2022 and May 19, 2022

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

News releases were issued via Canada Newswire on May 12, 2022 and May 13, 2022 and via GlobeNewswire on May 19, 2022, respectively.

Item 4. Summary of Material Change

Eloro Resources Ltd. (“ Eloro ” or the “ Company ”) announced on May 12, 2022, that it entered into an agreement with Cormark Securities Inc. to act as sole underwriter (the “ Underwriter ”), pursuant to which the Underwriter agreed to purchase, on a bought deal basis, 1,538,480 units (the “ Units ”) at a price of C$3.25 per Unit (the “ Issue Price ”) for gross proceeds to the Company of C$5,000,060 (the “ Offering ”). In addition, the Company agreed to grant to the Underwriter an option (the " Over-Allotment Option ") to purchase up to an additional 15% of the number of Units sold under the Offering at a price per Unit equal to the Issue Price, on the same terms and conditions as the Offering, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering.

On May 13, 2022, Eloro announced that, in connection with the Offering, the Company and the Underwriter agreed to increase the size of the Offering, with the Underwriter agreeing to purchase 2,615,400 Units at the Issue Price for gross proceeds to the Company of C$8,500,050.

On May 19, 2022, Eloro announced that it closed the Offering, including the exercise in full by the Underwriter of the Over-Allotment Option. Under the Offering, the Company issued a total of 3,007,710 Units at the Issue Price for aggregate gross proceeds to the Company of C$9,775,057.50.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

a. Eloro announced on May 12, 2022 that it entered into an agreement with the Underwriter, pursuant to which the Underwriter agreed to purchase, on a bought deal basis, 1,538,480 Units at the Issue Price for gross proceeds to the Company of C$5,000,060.

Page 2.

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 into one Common Share (a “ Warrant Share ”) at a price per Warrant Share of C$4.75 for a period of 24 months from the closing date of the Offering.

In addition, the Company agreed to grant to the Underwriter an option (the " OverAllotment Option ") to purchase up to an additional 15% of the number of Units sold under the Offering at a price per Unit equal to the Issue Price, on the same terms and conditions as the Offering, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering.

b. On May 13, 2022, Eloro announced that, in connection with the Offering, the Company and the Underwriter agreed to increase the size of the Offering, with the Underwriter agreeing to purchase 2,615,400 Units at the Issue Price for gross proceeds to the Company of C$8,500,050. In its May 13, 2022 announcement, the Company noted that, in the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company would be approximately C$9.775 million.

c. On May 19, 2022, Eloro announced that it closed the Offering. Under the Offering, the Company issued a total of 3,007,710 Units at the Issue Price for gross proceeds to the Company of C$9,775,057.50. The Offering was underwritten on a bought deal basis by the Underwriter pursuant to an underwriting agreement dated May 16, 2022 between the Company and the Underwriter. Haywood Securities Inc. participated as a special selling group member in connection with the Offering. The Offering included the exercise in full by the Underwriter of the Over-Allotment Option.

The securities issued under the Offering were qualified for distribution pursuant to a prospectus supplement dated May 16, 2022 (the “ Supplement ”) to the Company’s short form base shelf prospectus dated May 11, 2022.

The net proceeds from the Offering will be used for continued exploration and development of the Company’s Iska Iska project in Bolivia, as further set out in the Supplement filed on the Company’s SEDAR profile at www.sedar.com.

In connection with the Offering, the Company paid the Underwriter a cash commission equal to 6% of the gross proceeds of the Offering (for a total cash commission of C$586,503.45) and issued to the Underwriter and its selling group members that number of non-transferable compensation options (the “ Compensation Options ”) equal to 6% of the aggregate number of Units sold under the Offering (for a total of 180,462 Compensation Options). Each Compensation Option entitles the holder to acquire one Common Share at the Issue Price for a period of 24 months following the closing of the Offering.

The securities offered in the Offering 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.

Page 3.

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

Item 9. Date of Report

This report is dated the 19[th] day of May, 2022.

- 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 Offering and the Company’s exploration and development plans at the Iska Iska project). 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. The Company does not intend to update any such forward-looking information, except in accordance with applicable laws.