Eloro Resources Ltd. — Capital/Financing Update 2023

Jan 24, 2023

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Public Offering of Units

January 19, 2023

A short form base shelf prospectus dated May 11, 2022, containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in all provinces of Canada, except for Quebec (the “Canadian Qualifying Jurisdictions”). A prospectus supplement to the short form base shelf prospectus containing important information regarding the securities described in this term sheet will also be filed with the Canadian Qualifying Jurisdictions. A copy of the short form base shelf prospectus, any amendment to the short form base shelf prospectus and any applicable shelf prospectus supplement that has been filed is required to be delivered with this document.

You may get these documents for free by visiting SEDAR at www.sedar.com. Alternatively, copies of these documents can be obtained by contacting the Company (defined below) or the Underwriter (defined below) participating in the Offering (as defined below) who will arrange to send them if you request it by contacting: Cantor Fitzgerald Canada Corporation, attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: ecmcanada@cantor.com.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the short form base shelf prospectus, any amendment thereto and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the securities offered, and other documents the Company has filed on SEDAR for more complete information before making an investment decision.

Issuer:	Eloro Resources Ltd. (the “Company”)
Issued Securities:	3,200,000 units in the capital of the Company (each, a “Offered Unit”). Each Offered Unit
	shall be comprised of one (1) common share in the capital of the Company (each, a “Common
	Share”) and one-half of one Common Share purchase warrant (each whole warrant, a
	“Warrant”).
Size of Issue:	$10,080,000, excluding the Over-Allotment Option (as defined below).
Issue Price:	$3.15 per Offered Unit (the “Issue Price”)
Warrants:	Each Warrant shall entitle the holder to purchase one Common Share at $4.25 at any time on
	or before the date which is 24 months after the Closing Date.
Over-Allotment Option:	The Underwriter will have an option, exercisable in whole or in part at any time up to 30 days
	following the Closing Date (as defined below), to purchase up to an additional 15% of the
	number of the Offered Units on the same terms and conditions as set forth herein (the “Over-
	Allotment Option”).
Syndicate:	Cantor Fitzgerald Canada Corporation (“CFCC”) will act as sole bookrunner and will lead a
	syndicate of underwriters in connection with the Offering (collectively, the “Underwriters”).
Form of Underwriting:	“Bought Deal” offering by way of a prospectus supplement to the Company’s short form base
	shelf prospectus, subject to a mutually acceptable underwriting agreement containing the
	industry standard “Disaster Out”, “Regulatory Out”, and “Material Adverse Change Out”
	clauses running until the Closing Date (as defined below).
Jurisdictions:	All provinces in Canada, except for Quebec. The Offered Units will not be offered or sold in
	the United States except under Rule 144A or Regulation D or in such other manner as to not
	require registration under the United States Securities Act of 1933, as amended. The Offered
	Units may also be offered in those jurisdictions outside of Canada and the United States as
	agreed to by the Company and the Underwriter provided that no prospectus filing or

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comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.

Use of Proceeds: The net proceeds from the Offering will be used for exploration and development at the Company’s projects in Bolivia, and for general working capital and corporate purposes as set out in the Prospectus Supplement.

Listing: Prior to the Closing Date, the Company will obtain all necessary regulatory approvals for the Offering. Warrants will not be listed. Eligibility for Investment: Eligible under the usual Canadian statutes as well as for RRSPs, RESPs, RRIFs, TFSAs and DPSPs. Closing Date: On or about January 27, 2023 or such other date as the Company and the Underwriter mutually agree (the “Closing Date”).

• Standstill Period: The Company shall not, without the prior written consent of CFCC, on behalf of the Underwriters (such consent not to be unreasonably withheld, delayed or denied), issue, offer to sell or otherwise dispose of or enter into any transaction to sell or issue or announce the issue of, any equity securities of the Company, or any securities convertible into, or exercisable, or exchangeable for, any equity securities of the Company, for a period of 90 days following the execution of the Underwriting Agreement (the “Expiry Date”), except: (i) pursuant to the underwriting agreement; or (ii) (A) the grant or issuance to directors and officers of the Company of up to 250,000 stock options and up to 300,000 deferred share units (“ DSUs ”), or (B) the conversion or exercise or vesting of options and DSUs, in each case pursuant to the equity incentive plans of the Company and other stock-based compensation arrangements including, for greater certainty the sale of any Common Shares issued thereunder, (iii) pursuant to the exercise or settlement of options or other equity-based awards (including restricted share units (“ RSUs ”) and DSUs) pursuant to any stock compensation plan in effect as of the date of the underwriting agreement and which is disclosed in the Prospectus Supplement or any document incorporated by reference therein; or (iv) the issuance of Common Shares upon the exercise or conversion of any options or warrants or other convertible securities outstanding as of the date of the underwriting agreement, or (v) obligations in respect of existing agreements.

• Insider Lock-Ups: As a condition precedent to CFCC’s obligation to close the Offering, all directors and senior officers of the Company shall execute and deliver written undertakings in favour of the Underwriters agreeing not to sell, transfer, pledge, assign, or otherwise dispose of any securities of the Company owned, directly or indirectly, by such directors or senior officers, until the Expiry Date, without the prior written consent of CFCC, such consent not to be unreasonably withheld.

Hold Period: In the United States, the Offered Units will be “restricted securities” as defined in Rule 144 or Regulation D under the United States Securities Act of 1933, as amended.

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