Eloro Resources Ltd. — Capital/Financing Update 2025

Apr 11, 2025

MATERIAL CHANGE REPORT

Form 51-102F3

Section 7.1 of National Instrument 51-102

Item 1. Name and Address of Company

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

Item 2. Date of Material Change

April 8, 2025.

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

The news release of the Company (the "News Release") with respect to the material change referred to in item 2 above was issued via GlobeNewswire on April 8, 2025.

Item 4. Summary of Material Change

On April 8, 2025, the Company completed its previously announced best efforts brokered private placement for aggregate gross proceeds of C$5,275,101 (the "Offering"). An insider of the Company participated in the Offering, which participation constituted a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On April 8, 2025, the Company announced the closing of the Offering for aggregate gross proceeds of C$5,275,101, which included the partial exercise of an agents' option for gross proceeds of C$275,101. Under the Offering, the Company sold an aggregate of 5,552,738 units of the Company (the "Units") at a price of C$0.95 per Unit (the "Offering Price"). Each Unit consists of one common share of the Company (each, a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$1.40 at any time on or before April 8, 2028.

Red Cloud Securities Inc. acted as lead agent and sole bookrunner for the Offering on behalf of a syndicate of agents that also included CIBC World Markets Inc., Canaccord Genuity Corp. and Haywood Securities Inc. (collectively, the "Agents"). In consideration for their services, the Agents received an aggregate cash commission of C$369,257 and 388,691 broker warrants (the "Broker Warrants"). Each Broker

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Warrant is exercisable to purchase one common share of the Company at a price of C$1.00 at any time on or before April 8, 2028.

In accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), 5,072,738 Units were sold to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “LIFE Exemption”). The remainder of the Units were sold pursuant to other available exemptions under NI 45-106 and OSC Rule 72-503 – Distributions Outside Canada.

An insider of the Company participated in the Offering, purchasing 58,000 Units at the Offering Price for gross proceeds to the Company of C$55,100 pursuant to a subscription agreement in the same form completed by other subscribers who relied exemptions in NI 45-106 other than the LIFE Exemption. The sale of Units to the Insider constituted a “related party transaction” within the meaning of MI 61-101. The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, in respect of the insider participation. The participation by the insider did not result in a material change in the insider’s ownership percentage of common shares, and was disclosed to and unanimously approved by the board of directors by written consent.

The Company did not file a material change report in respect of the insider participation at least 21 days before announcing the Offering as the insider’s participation was not determined in advance of its announcement, and the period from announcement of the Offering to closing was less than 21 days.

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 changes referred to herein may be made to:

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

Item 9. Date of Report

April 11, 2025.