Eloro Resources Ltd. — Capital/Financing Update 2023

Jul 31, 2023

July 28[th] , 2023

ELORO RESOURCES LTD.

TERM SHEET

BOUGHT DEAL PUBLIC OFFERING OF UNITS

A final base shelf short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec. A copy of the final base shelf short form prospectus, any amendment to the final base shelf short form prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

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

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

ISSUER: Eloro Resources Ltd. (the “ Company ”). AMOUNT: C$6,002,202 OFFERING: 1,905,461 units in the capital of the Company (the “ Units ”). Each Unit shall consist of one common share (a “ Common Share ”) in the capital of the Company and one-half of one common share purchase warrant of the Company (each whole purchase warrant, a “ Warrant ”). PRICE: C$3.15 per Unit (the “ Issue Price ”). PURCHASE Each Warrant shall be exercisable to acquire one Common Share (a “ Warrant WARRANT: Share ”) at a price per Warrant Share of C$4.25 for a period of 24 months from the Closing Date (as defined below). OVER- The Company grants the Underwriters (as defined below) an option, exercisable, in ALLOTMENT: whole or in part by the Co-Lead Underwriters (as defined below), 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 public offering of Units by way of prospectus supplement to the STRUCTURE: Company’s base shelf prospectus, dated May 11, 2022, subject to a formal underwriting agreement, including customary “material adverse change out”, “disaster out”, “regulatory out” and “breach of agreement out” termination provisions. QUALIFYING AND The Units will be eligible for sale in each of the Provinces of Canada, other than SELLING Quebec, and/or in jurisdictions other than Canada that are mutually agreed to by

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JURISDICTIONS: the Company and the Co-Lead Underwriters in a manner that is exempt from any prospectus or registration of the Units in such other jurisdictions.

Offers for sale of the Units in the United States may only be made to (i) “qualified institutional buyers” (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the " 1933 Act "); and (ii) “accredited investors” (as defined in Rule 501(a) of Regulation D under the 1933 Act) by way of private placement) in reliance upon Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D thereunder, and similar exemptions from the registration requirements of applicable state securities laws. Resales of the Units will be permitted in the United States under Rule 144A or outside the United States pursuant to Regulation S under the 1933.

• 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.

EXCHANGE LISTING:

The Company shall obtain the necessary approvals to list the Common Shares, Warrant Shares, and any securities underlying the Compensation Options (as defined below) on the Toronto Stock Exchange under the Company’s trading symbol “ELO”, which listing shall be conditionally approved prior to the Closing Date.

The Warrants will not be listed.

CO-LEAD Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (together, the UNDERWRITERS: “ Co-Lead Underwriters ”) on behalf of a syndicate of underwriters (collectively, with the Co-Lead Underwriters, the “ Underwriters ”).

COMMISSION:

• 6.0% cash fee; and

• 6.0% compensation options (the “ Compensation Options ”). 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 August 3, 2023, or such other date as agreed between the Company and the Co-Lead 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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