Eloro Resources Ltd. — Proxy Solicitation & Information Statement 2023

Oct 10, 2023

ELORO RESOURCES LTD (the " Corporation ")

Annual General Meeting Oct. 30, 2023 at 11:00 AM (Canada/Eastern Standard) TSX Trust Virtual Platform (the " Meeting ")

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Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

1. After you vote online at www.voteproxyonline.com using your control number. 2. Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a security holder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

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----- Start of picture text ----- For details go to www.tsxtrust.com/consent-to-electronic-deliveryVOTING METHODInternet Go to www.voteproxyonline.com and enter the 12 digitcontrol numberFACSIMILE 416-595-9593MAIL or HAND TSX Trust CompanyDELIVERY 301-100 Adelaide Street WestToronto, Ontario, M5H 4H1----- End of picture text -----

Investor inSite

TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.

To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insiteregistration and complete the registration form.

For assistance,	please contact TSX TRUST INVESTOR SERVICES.
Mail:	301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel:	1-866-600-5869
Web:	https://www.tsxtrust.com/t/investor-hub/forms/investor-insite-
	registration
Email:	tsxtis@tmx.com

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FORM OF PROXY (“PROXY”)

ELORO RESOURCES LTD (the " Corporation ") CONTROL NUMBER: «CONTROL_NUMBER» Annual General Meeting Oct. 30, 2023 at 11:00 AM (Canada/Eastern Standard) TSX Trust Virtual Platform SECURITY CLASS: Common Shares RECORD DATE: Sept. 27, 2023 FILING DEADLINE FOR Oct. 26, 2023 at 11:00 AM PROXY: (Canada/Eastern Standard)

CONTROL NUMBER: «CONTROL_NUMBER»

APPOINTEES

The undersigned hereby appoints Thomas G. Larsen, whom failing Jorge Estepa, (the “Management Nominees”) or instead of any of them, the following Appointee

PLEASE PRINT APPOINTEE NAME

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any,

- SEE VOTING GUIDELINES ON REVERSE -

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----- Start of picture text ----- RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES1. Number of Directors FOR AGAINST 2. Election of Directors FOR WITHHOLDBE IT RESOLVED as a special resolution of the A) Thomas Larsenshareholders of Eloro Resources Ltd. (the“Corporation”) that: (1) The Corporation B) Francis Sauvehereby sets the number of Directors of the C) Alexander HorvathCorporation at six (6); and (2) The board ofDirectors of the Corporation is hereby D) Dusan Berkaauthorized to determine the number of E) Richard StoneDirectors of the Corporation by resolution ofthe Directors. F) Pablo Ordoñez3. Appointment of Auditor FOR WITHHOLDAppointment of RSM Canada LLP as Auditor ofthe Corporation for the ensuing year andauthorizing the Directors to fix theirremuneration.----- End of picture text -----

The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME Signature of registered owner(s) Date(MM/DD/YYYY) Interim Financial Statements – Mark this box if you would like to receive Annual Financial Statements – Mark this box if you would like Annual Interim Financial Statements and Management Discussion and Analysis. Financial Statements and Management Discussion If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593

Date(MM/DD/YYYY)