Eloro Resources Ltd. — Interim / Quarterly Report 2021

Mar 1, 2021

Common Wealth Capital Limited (A Capital Pool Company) Condensed Interim Financial Statements For the three months ended December 31, 2020 and 2019 (expressed in Canadian dollars)

CAL_LAW\ 1902212\1

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102, “Continuous Disclosure Obligations”, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements a notice indicating that the financial statements have not been reviewed by an auditor must accompany the interim financial statements.

The accompanying unaudited interim financial statements of the Company have been prepared by management.

The Company’s independent auditors have not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditors.

Common Wealth Capital Limited Condensed Interim Statement of Financial Position As at:

		December 31,		September 30,
		2020		2020
		(Unaudited)		(Audited)
Assets
Current
Cash in trust_(Note 4)_	$	13,105	$	13,105
Total assets	$	13,105	$	13,105
Liabilities
Current
Accounts payable and accrued liabilities	$	138,059	$	138,059
Subscriptions received(Note 5)		20,000		20,000
Total liabilities	$	158,059	$	158,059
Shareholders’ Deficiency
Share Capital(Note 5)		100,000		100,0000
Deficit		(244,954)		(244,954)
	$	(144,954)	$	(144,954)
	$	13,105	$	13,105

Going concern ( Note 1 )

Approved by the Board of Directors:

“signed” Michael Kahn “signed“ Murray Moore Director Director

The accompanying notes are an integral part of these condensed interim financial statements. Page 3

Common Wealth Capital Limited Condensed Interim Statement of Loss and Comprehensive Loss For the three months ended December 31, 2020 and 2019 (Unaudited)

2020		2019
Expenses Generaland administrative $ -	$	-
Net loss and comprehensive loss $ -	$	-
Net loss per share $ - Basic and diluted Weighted average number of shares(Note 5) -	$	- -

The accompanying notes are an integral part of these condensed interim financial statements.

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Common Wealth Capital Limited Condensed Interim Statement of Changes in Shareholders’ Deficiency For the three months ended December 31, 2020 and 2019

(Unaudited)

				Shareholders’
	Ordinary Shares	Share Capital	Deficit	Equity
	(#)	($)	($)	($)
Balance – September 30, 2019	2,000,000	100,000	(234,968)	(134,968)
Net loss for theperiod	-	-	-	-
Balance – December 31,2019	2,000,000	100,000	(234,968)	(134,968)
Balance – September 30, 2020	2,000,000	100,000	(244,954)	(144,954)
Net loss for theperiod	-	-	-	-
Balance – December 31, 2020	2,000,000	100,000	(244,954)	(144,954)

The accompanying notes are an integral part of these condensed interim financial statements. Page 5

Common Wealth Capital Limited Condensed Interim Statement of Cash Flows For the three months ended December 31, 2020 and 2019 (Unaudited)

Cash flows related to the following activities:		2020		2019 - -
Operating activities Net loss for the period Changein non-cash working capital	$		- $ -
Cash flows used in operating activities			-	-
Change in cash Cash in trust, beginning ofperiod		- 13,105		- 27,059
Cash in trust, end ofperiod	$	13,105 $		27,059

The accompanying notes are an integral part of these condensed interim financial statements.

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Common Wealth Capital Limited Notes to Condensed Financial Statements For the three months ended December 31, 2020 and 2019 (Unaudited)

1. Incorporation and operations

Common Wealth Capital Limited (the "Company") was incorporated under the laws of Hong Kong on November 11, 2014. The Company is classified as a Capital Pool Corporation (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules. The address of the registered office is 1900, 520 3rd Avenue SW Calgary, Alberta.

The financial statements of the Company for the three months ending December 31, 2020 were authorized for issue in accordance with a resolution of the directors on March 1, 2021.

Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing. There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company's shares from trading.

Going concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2020, the Company has an accumulated deficit of $244,954 and negative working capital of $144.059. As a result, there is a material uncertainty related to these events and conditions that may cast significant doubt on the Company’s ability to continue as a going concern and therefore, it may be unable to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the Company to obtain necessary equity or other financing to complete its initial public offering. The ability of the Company to be successful in obtaining financing cannot be predicted at the present time. These financial statements do not include any adjustments to the recoverability and classification of recorded asset numbers and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The novel coronavirus (“COVID-19”) outbreak was declared a pandemic by the World Health Organization on March 11, 2020. This has resulted in significant economic uncertainty and governments worldwide are enacting emergency measures to contain the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global financial markets have experienced significant volatility and weakness as a consequence of this economic uncertainty. The duration and impact of the COVID-19 outbreak is unknown as this time, as is the effectiveness of interventions by governments and central banks. The full extent of the impact on the Company’s future financial results is uncertain given the length and severity of these developments cannot be reliably estimated.

. The current challenging economic climate relating to the effect of the Coronavirus (COVID-19) may lead to challenges in managing cash flows and the ability to raise capital.

2. Basis of preparation

Statement of compliance

The condensed interim financial statements for the three months December 31, 2020 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Accounting Standards Board (“IASB”) including IAS 34 Interim Financial Reporting. There condensed unaudited interim financial statements have been prepared following the same accounting principles and application methods as disclosed in the Company’s annual audited financial statements for the year ended September 30, 2020. These financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the Company’s September 30, 2020 annual financial statements.

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Common Wealth Capital Limited Notes to the Condensed Financial Statements For the three months ended December 31, 2020 and 2019

(Unaudited)

Basis of measurement

These financial statements are stated in Canadian dollars and were prepared on a going concern basis, under the historical cost convention.

3. Significant accounting policies

These condensed interim financial statements have been prepared, for all periods presented, following the same accounting policies and methods of computation as the financial statements for the year ended September 30, 2020 and should be read in conjunction with those annual financial statements and the notes thereto.

4. Cash in trust

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds and $210,000 may be used to cover prescribed costs of issuing the ordinary shares or administrative and general expenses of the Company. These restrictions may apply until completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange.

5. Share capital

Authorized

Unlimited number of voting Ordinary Shares, without nominal or par value.

Issued Ordinary Shares

ssued Ordinary Shares
	Number of	$
	Shares
As at December 31, 2020, 2019 and 2018 and September 30, 2020	2,000,000	100,000
and2019

In the year ended September 30, 2019, the Company received $20,000 towards subscriptions of 400,000 Ordinary shares. These shares have not yet been issued.

Escrow

The Company has 2,000,000 Ordinary Shares subject to an escrow agreement whereby 10% of the shares will be released from escrow upon the issuance of the Final Exchange Bulletin.. An additional 15% of the escrowed Common Shares will be released on each six month anniversary thereafter unless otherwise permitted by the Exchange. These 2,000,000 shares, which are considered contingently issuable until the Company completes a Qualifying Transaction, are not considered to be outstanding for the purpose of loss per share calculation..

Stock options

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and consultants to the Company, non-transferable options to purchase Ordinary Shares, provided that the number of Ordinary Shares reserved for issuance will not exceed 10% of the issued and outstanding Ordinary Shares. However, other than in connection with a Qualifying Transaction (as defined in Exchange Policy 2.4), during the time that the Company is a CPC, the aggregate number of Ordinary Shares issuable upon exercise of all options granted under the Option Plan shall not exceed 10% of the Ordinary Shares of the Company issued and outstanding at the closing of the Company's initial public offering. Such options will be exercisable for a period of up to ten years from the date of grant. No options have been issued under the plan as at December 31, 2020.

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Common Wealth Capital Limited Notes to the Condensed Financial Statements For the three months ended December 31, 2020 and 2019

(Unaudited)

6. Capital disclosures

The Company’s capital consists of share capital. The Company’s objective for managing capital is to maintain sufficient capital to identify, evaluate and complete an acquisition or other transaction as disclosed in Note 1.

The Company sets the amount of capital in relation to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets.

The Company’s objectives when managing capital are:

i. to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and

ii. to maintain investor, creditor and market confidence in order to sustain the future development of the business.

The Company is not subject to any externally or internally imposed capital requirements at period end.

7. Financial instruments

The Company, as part of its operations, carries financial instruments consisting of cash and accounts payable and accruals. It is management's opinion that the Company is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.

Fair value

Fair value represents the price at which a financial instrument could be exchanged in an orderly market, in an arm's length transaction between knowledgeable and willing parties who are under no compulsion to act. The Company classifies the fair value of the financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.

Level 1: Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The fair value of cash is determined on level 1 inputs. The carrying amount of cash and accounts payable and accruals approximates their fair value due to the short-term maturities of these items.

Credit Risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2020, the Company had a cash balance of $13,105 to settle future obligations.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The company has no market risks.

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