Eloro Resources Ltd. — Capital/Financing Update 2023

Jan 31, 2023

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

January 19, 2023 and January 27, 2023

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

News releases were issued via Globe Newswire on January 19, 2023 and January 27, 2023.

Item 4. Summary of Material Change

Eloro Resources Ltd. (“ Eloro ” or the “ Company ”) announced on January 19, 2023 that it entered into an agreement with Cantor Fitzgerald Canada Corporation to act as sole underwriter (the “ Underwriter ”), pursuant to which the Underwriter agreed to purchase, on a bought deal basis, 3,200,000 units (the “ Units ”) at a price of C$3.15 per Unit (the “ Issue Price ”) for gross proceeds to the Company of C$10,800,000 (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 January 27, 2023, Eloro announced that it closed the Offering including the partial exercise of the Over-Allotment Option. Pursuant to the Offering, Eloro issued 3,466,530 Units at a price of C$3.15 per Unit for total gross proceeds of C$10,919,570.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

(a) Eloro announced on January 19, 2023 that it entered into an agreement with the Underwriter, pursuant to which the Underwriter agreed to purchase, on a bought deal basis, 3,200,000 Units at the Issue Price for gross proceeds to the Company of C$10,800,000.

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$4.25 for a period of 24 months from the closing date of the Offering.

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In addition, the Company agreed to grant to the Underwriter 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.

(b) On January 27, 2023, Eloro announced that it closed the Offering. Pursuant to the Offering, Eloro issued 3,466,530 Units at a price of C$3.15 per Unit for total gross proceeds of C$10,919,570. This includes 266,530 Units issued in connection with the partial exercise of the over-allotment option granted to the underwriters under the Offering.

The Offering was led by Cantor Fitzgerald Canada Corporation (“ Cantor ”) as lead underwriter and sole bookrunner, with Cormark Securities Inc., Haywood Securities Inc., National Bank Financial Inc., Scotia Capital Inc., and Stifel Nicolaus Canada Inc. (collectively with Cantor, the “ Underwriters ”) as part of the syndicate of underwriters.

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 (defined below).

As consideration for the services provided by the Underwriters in connection with the Offering, the Underwriters received a cash commission of C$655,174 equal to 6% of the gross proceeds of the Offering.

The Units were offered by way of a prospectus supplement (the “ Prospectus Supplement ”) to the Company’s existing short form base shelf prospectus dated May 11, 2022. The Prospectus Supplement and the related base shelf prospectus are available on the Company’s SEDAR profile at www.sedar.com.

Two directors of the Company participated in the Offering (“ Insiders ”). The part of the Offering in respect of the issuance of Units to the Insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). A formal valuation was not required under MI 61-101 as the fair market value of the consideration for the transaction involving the Insiders was only C$147,420 and, accordingly, does not exceed 25% of the Company’s market capitalization as of the date of the Offering. Similarly, minority shareholder approval was also not required under MI 61-101 as the fair market value of the consideration for the transaction involving the Insiders does not exceed 25% of the Company’s capitalization as of the date of the Offering. The Insiders who participated in the Offering made their decisions to do so close to the completion of the Offering and, given the short timeline for the transaction (it was first announced on January 19, 2023), the Company did not have the opportunity to announce this related party transaction 21 days in advance of 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.

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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. Multilateral Instrument 61-101

As set out above, two Insiders (Mr. Pablo Ordoñez, who is a director of the Company, and Mr. Francis Sauve, who is also a director of the Company) subscribed for Units aggregating C$147,420 of the Offering. The issuance of the Units to each Insider is a "related party transaction" within the meaning of MI 61-101 (directors of the Company are "related parties" of the Company within the meaning of MI 61-101). Section 5.2 of MI 61101 requires that certain information be disclosed in this material change report with respect to the Offering, as follows:

(a) Description of the transaction and its material terms:

See item 5 above.

(b) Purpose and business reasons for the transaction:

The Offering provided funds to be used by the Company 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.

(c) Anticipated effect of the transaction on the issuer's business and affairs:

The Offering improved the Company's financial position by providingl funds to be used by the Company 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. The Offering also increased the number of issued and issuable Common Shares as set out in item 5 above.

(d) Description of (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties, and (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

Immediately prior to the closing of the Offering, Mr. Ordoñez did not hold any Common Shares. He acquired 15,000 Units under the Offering. Taking into account such Units acquired under the Offering, immediately following the closing of the Offering Mr. Ordoñez holds 15,000 (0.02%) of the outstanding Common Shares and 22,500 (0.03%) thereof on a partly diluted basis if all Warrants issued under the Offering are exercised.

Also, immediately prior to the closing of the Offering, Mr. Sauve held an aggregate of 1,755,575 (2.47%) Common Shares. He acquired 31,800 Units under the Offering.

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Taking into account such Units acquired under the Offering, immediately following the closing of the Offering Mr. Sauve holds 1,787,375 (2.40%) of the outstanding Common Shares and 1,803,275 (2.37%) thereof on a partly diluted basis if all Warrants issued under the Offering are exercised.

(e) Unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

The Offering was unanimously approved by the board of directors of the Company.

(f) Summary, in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable (see item 8(i) of this report below).

(g) Disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction (i) that has been made in the 24 months before the date of the material change report, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer:

Not applicable.

(h) General nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

Not applicable.

(i) Disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7, respectively, of MI 61-101 and the facts supporting reliance on the exemptions:

The Company is relying on subsection 5.5(a) of MI 61-101, which exempts the Company from the requirements under MI 61-101 of having to perform a formal valuation for the Insider’s participation in the Offering. This exemption is available as neither the fair market value of the 46,800 Units issued to the Insiders under the Offering, nor the fair market value of the consideration for such Units, exceeds 25% of the Company’s market capitalization, calculated in accordance with MI 61-101. The Company is also relying on subsection 5.7(1)(a) of MI 61-101, which exempts the Company from the requirements under MI 61-101 of having to obtain minority shareholder approval for the Insider’s participation in the Offering. This exemption is available as neither the fair market value of the 46,800 Units issued to the Insiders under the Offering, nor the fair market value of the consideration for such Units, exceeds 25% of the Company’s market capitalization, calculated in accordance with MI 61-101.

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Item 9. 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 10. Date of Report

This report is dated the 30[th] day of January, 2023.

- 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). 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 forwardlooking information, except in accordance with applicable laws.