Eloro Resources Ltd. — Capital/Financing Update 2025

May 9, 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 30, 2025 and May 2, 2025.

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

The news releases of the Company (the "News Release") with respect to the material change referred to in item 2 above were issued via GlobeNewswire on April 30, 2025 and May 2, 2025, respectively.

Item 4. Summary of Material Change

On April 30, 2025, the Company announced a non-brokered private placement offering (the "Offering") of up to 2,631,579 units of the Company (the "Units") at a price of C$0.95 per Unit for aggregate gross proceeds of up to C$2.5 million.

On May 2, 2025, the Company completed the Offering for aggregate gross proceeds of C$2.5 million.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On April 30, 2025, the Company announced the Offering of up to 2,631,579 Units at a price of C$0.95 per Unit for aggregate gross proceeds of up to C$2.5 million.

On May 2, 2025, the Company completed the Offering for aggregate gross proceeds of C$2.5 million. Under the Offering, the Company sold an aggregate of 2,631,578 Units at a price of C$0.95 per Unit. Each Unit consists of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$1.40, at any time on or before May 2, 2028.

In connection with the Offering, the Company paid $75,000 in finder's fees and $100,000 in advisory fees to certain arm's length parties.

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The Company intends to use the net proceeds from the Offering for continued exploration and development of the Iska Iska project, and general corporate purposes and working capital.

All securities issued pursuant to the Offering are subject to a hold period of four months plus a day from the date of issuance.

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

May 9, 2025.