Eloro Resources Ltd. — Capital/Financing Update 2023

Aug 22, 2023

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1 - Name and Address of Reporting Issuer

Eloro Resources Ltd. (the “ Company ”) 20 Adelaide Street East, Suite 200 Toronto, Ontario M5C 2T6

Item 2 - Date of Material Change

July 27, 2023, July 28, 2023 and August 3, 2023.

Item 3 - News Release

News releases were issued via Globe Newswire on July 27, 2023, July 28, 2023 and August 3, 2023. Copies of the press releases are attached hereto as Schedule “A”, Schedule “B” and Schedule “C”, respectively, and have also been filed on SEDAR and are available at www.sedarplus.ca

Item 4 - Summary of Material Change

The Company announced on July 27, 2023 that it entered into an agreement with Haywood Securities Inc. to act as co-lead underwriter and joint bookrunner, together with Cantor Fitzgerald Canada Corporation as co-lead underwriter and joint bookrunner (collectively, the “ Underwriters ”), pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 1,588,000 units (the “ Units ”) of the Company at a price of C$3.15 per Unit (the “ Issue Price ”) for gross proceeds to the Company of C$5,002,200 (the “ Offering ”). 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 shall be exercisable to acquire one Common Share (a “ Warrant Share ”) at a price per Warrant Share of $4.25 for a period of 24 months from the closing date of 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 July 28, 2023, Eloro announced that it increased the size of the Offering to $6,000,000 (the “ Upsized Offering ”). Under the terms of the Upsized Offering, the Underwriters have agreed to purchase, on a bought deal basis, 1,905,461 Units at a price per Unit equal to the Issue Price for gross proceeds to the Company of $6,002,202.

On August 3, 2023, Eloro announced it closed the Upsized Offering including the full exercise of the Over-Allotment Option. Pursuant to the Upsized Offering, Eloro issued

• 2 -

2,191,280 Units at a price per Unit equal to the Issue Price for total gross proceeds to the Company of $6,902,532.

Item 5 - Full Description of Material Change

5.1 Full Description of Material Change

The full details of the material change are described in the Company’s news releases attached hereto as Schedule “A”, Schedule “B”, and Schedule “C”, respectively.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 - Reliance on Subsection 7.1(2) of National Instrument 51-102:

Not applicable.

Item 7 - Omitted Information

Not applicable.

Item 8: Executive Officer

For further information, please contact:

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

Item 9: Date of Report

August 15, 2023.

SCHEDULE “A”

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20 Adelaide Street East, Suite 200, Toronto, Ontario CANADA M5C 2T6 Tel.: (416) 868-9168 TSX Symbol: ELO www.elororesources.com

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Eloro Resources Announces C$5,002,200 Bought Deal Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

TORONTO – July 27, 2023 – Eloro Resources Ltd. (“Eloro” or the “Company”) (TSX: ELO; OTCQX: ELRRF; FSE: P2QM) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. to act as co-lead underwriter and joint bookrunner, together with Cantor Fitzgerald Canada Corporation as co-lead underwriter and joint bookrunner and a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 1,588,000 units of the Company (the “Units”) at a price of C$3.15 per Unit (the “Issue Price”) for gross proceeds to the Company of C$5,002,200 (the “Offering”). Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share”) at a price of C$4.25 for a period of 24 months from the Closing Date (as hereinafter defined).

Additionally, the Company has agreed to grant to the Underwriters an option, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering, 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.

The net proceeds from the Offering will be used for exploration and development at the Companyʼs projects in Bolivia and Peru, and for general working capital and corporate purposes.

The Units will be offered by way of a prospectus supplement to the Companyʼs base shelf prospectus, dated May 11, 2022, to be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, except Québec. The Units may also be sold to U.S. buyers on a private placement basis pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Actʼ) and applicable state securities laws, and to residents in other jurisdictions outside of Canada, provided that no prospectus filing or comparable obligation arises.

The Offering is scheduled to close on or about August 3, 2023 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

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 press release 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.

About Eloro Resources Ltd.

Eloro is an exploration and mine development company with a portfolio of gold and base-metal properties in Bolivia, Peru and Quebec. Eloro has an option to acquire a 100% interest in the highly prospective Iska Iska Property, which can be classified as a polymetallic epithermal-porphyry complex, a significant mineral deposit type in the Potosi Department, in southern Bolivia. A recent NI 43-101 Technical Report on Iska Iska, which was completed by Micon International Limited, is available on Eloroʼs website and under its filings on SEDAR. Iska Iska is a road-accessible, royalty-free property. Eloro also owns an 82% interest in the La Victoria Gold/Silver Project, located in the North-Central Mineral Belt of Peru some 50 km south of Barrickʼs Lagunas Norte Gold Mine and Pan American Silverʼs La Arena Gold Mine.

For further information please contact either Thomas G. Larsen, Chairman and CEO or Jorge Estepa, Vice-President at (416) 868-9168.

Information in this news release may contain forward-looking information. Statements containing forwardlooking information express, as at the date of this news release, the Companyʼs 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. 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.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

SCHEDULE “B”

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20 Adelaide Street East, Suite 200, Toronto, Ontario CANADA M5C 2T6 Tel.: (416) 868-9168 Fax: (416) 361-1333 TSX Symbol: ELO www.elororesources.com

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Eloro Resources Announces Upsize to Previously Announced Bought Deal Financing to $6.0 Million

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Toronto, Ontario – July 28, 2023 – Eloro Resources Ltd. (the “Company” or “Eloro”) (TSX: ELO; OTCQX: ELRRF; FSE: P2QM) is pleased to announce that it has amended the terms of its previously announced bought deal financing to increase the size of the offering to $6.0 million (the “Upsized Offering”).

Under the terms of the Upsized Offering, Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation, as colead underwriters and joint-bookrunners (collectively, the “Underwriters”), have agreed to purchase, on a bought deal basis, 1,905,461 units (the “Units”) at a price of $3.15 per Unit (the “Issue Price”) for gross proceeds to the Company of $6,002,202.

Each Unit will consist 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 shall be exercisable to acquire one Common Share (a “Warrant Share”) at a price per Warrant Share of $4.25 for a period of 24 months from the closing date of the Upsized Offering.

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

The net proceeds from the Upsized Offering will be used for exploration and development at the Company’s projects in Bolivia, and for general working capital and corporate purposes.

The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada, except Québec. The Units will also be sold to U.S. buyers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A of the United States Securities Act of 1933, as amended, and other jurisdictions outside of Canada provided that no prospectus filing or comparable obligation arises.

The Upsized Offering is scheduled to close on or about August 3, 2023 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.

The securities offered in the Upsized 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 press release 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.

About Eloro

Eloro is an exploration and mine development company with a portfolio of gold and base-metal properties in Bolivia, Peru and Quebec. Eloro has an option to acquire a 100% interest in the highly prospective Iska Iska Property, which can be classified as a polymetallic epithermal-porphyry complex, a significant mineral deposit type in the Potosi Department, in southern Bolivia. A recent NI 43-101 Technical Report on Iska Iska, which was completed by Micon International Limited, is available on Eloro’s website and under its filings on SEDAR. Iska Iska is a road-accessible, royalty-free property. Eloro also owns an 82% interest in the La Victoria Gold/Silver Project, located in the North-Central Mineral Belt of Peru some 50 km south of Barrick’s Lagunas Norte Gold Mine and Pan American Silver’s La Arena Gold Mine.

For further information please contact either Thomas G. Larsen, Chairman and CEO or Jorge Estepa, VicePresident at (416) 868-9168.

Information in this news release may contain forward-looking information. Statements containing forward-looking information express, as at the date of this news release, 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. 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.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

SCHEDULE “C”

20 Adelaide Street East, Suite 200, Toronto, Ontario CANADA M5C 2T6 Tel.: (416) 868-9168 TSX Symbol: ELO www.elororesources.com

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Eloro Resources Closes C$6.9 Million Bought Deal Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Toronto, Ontario – August 3, 2023 – Eloro Resources Ltd. (the “Company” or “Eloro”) (TSX: ELO; OTCQX: ELRRF; FSE: P2QM) is pleased to announce that it has closed its previously announced bought deal financing, including the exercise in full of the over-allotment option by the Underwriters, of 2,191,280 units of the Company (the "Units") at a price of C$3.15 per Unit for gross proceeds to the Company of C$6,902,532 (the "Offering"). The Offering was underwritten on a bought deal basis by Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (collectively, the “Underwriters”), pursuant to an underwriting agreement dated July 31, 2023 between the Company and the Underwriters. Each Unit consists of one common share (each 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 entitles the holder to acquire one Common Share at a price per Warrant Share of $4.25 for a period of 24 months following the closing date of the Offering.

The securities issued under the Offering were qualified for distribution pursuant to a prospectus supplement dated July 31, 2023 (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 at the Company’s projects in Bolivia, and for general working capital and corporate purposes, as further set out in the Supplement.

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 press release 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.

About Eloro

Eloro is an exploration and mine development company with a portfolio of gold and base-metal properties in Bolivia, Peru and Quebec. Eloro has an option to acquire a 100% interest in the highly prospective Iska Iska Property, which can be classified as a polymetallic epithermal-porphyry complex, a significant mineral deposit type in the Potosi Department, in southern Bolivia. A recent NI 43-101 Technical Report on Iska Iska, which was completed by Micon International Limited, is available on Eloro’s website and under its filings on SEDAR. Iska Iska is a road-accessible, royalty-free property. Eloro also owns an 82% interest in the La Victoria Gold/Silver Project, located in the North-Central Mineral Belt of Peru some 50 km south of Barrick’s Lagunas Norte Gold Mine and Pan American Silver’s La Arena Gold Mine.

For further information please contact either Thomas G. Larsen, Chairman and CEO or Jorge Estepa, VicePresident at (416) 868-9168.

Information in this news release may contain forward-looking information. Statements containing forward-looking information express, as at the date of this news release, 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. 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.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.