OROCO ANNOUNCES BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$6.0 MILLION

Oroco Resources Corp. 

(TSX-V: OCO, OTC: ORRCF) (“Oroco” or the “Company”)

 is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “

Agents

”) in connection with a best efforts, private placement (the "

Offering

") for gross proceeds of C$6,000,000 from the sale of 13,333,333 units of the Company (each, a “

Unit

”) at a price of C$0.45 per Unit. Each Unit will consist 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 Warrant shall entitle the holder to purchase one common share of the Company (each, a “

Warrant Share

”) at a price of C$0.65 at any time on or before that date which is 24 months after the closing date of the Offering.

The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional 2,222,222 Units for additional gross proceeds of up to C$1,000,000 (the "Agents’ Option").

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers in all of the provinces and territories of Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The Unit Shares and Warrant Shares issuable pursuant to the sale of Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended.

The Company intends to use the proceeds from the Offering for the advancement of the Santo Tomás Project located in Chihuahua State, Mexico as well as working capital and other general corporate purposes.  

The Offering is scheduled to close on or around June 6, 2024 and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.orocoresourcecorp.com. Prospective investors should read this offering document before making an investment decision.

The securities described herein have not been, and will not be, registered under the U.S. Securities Act, as amended, or any state securities laws, and accordingly, may not be offered or sold within the United States or the US persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

ABOUT OROCO

The Company holds a net 85.5% interest in those central concessions (the “Core Concessions”) comprising 1,173 hectares of the Santo Tomas Project located in northwestern Mexico.  The Company also holds an 80% interest in an additional 7,861 hectares of mineral concessions surrounding and adjacent to the Core Concessions (for a total Project area of 9,034 hectares, or 22,324 acres).  The Project is situated within the Santo Tomas District, which extends up to the Jinchuan Group’s Bahuerachi Project, approximately 14 km to the northeast.  The Project hosts significant copper porphyry mineralization defined by prior exploration spanning the period from 1968 to 1994.  During that time, the Project area was tested by over 100 diamond and reverse circulation drill holes, totalling approximately 30,000 meters.  Commencing in 2021, Oroco conducted a drill program (Phase 1) at Santo Tomas, with a resulting total of 48,481 meters drilled in 76 diamond drill holes.  In October of 2023, the Company announced a Preliminary Economic Assessment and Updated Mineral Resource for the North and South Zones of the Santo Tomas Project, identifying Indicated and Inferred resources of 561 Mt @ 0.37% CuEq and 549 Mt @ 0.34% CuEq respectively.

The Project is located within 160 km of the Pacific deep-water port at Topolobampo and is serviced via highway and proximal rail (and parallel corridors of trunk grid power lines and natural gas) through the city of Los Mochis to the northern city of Choix.  The property is reached, in part, by a 32 km access road originally built to service Goldcorp’s El Sauzal Mine in Chihuahua State.

Additional information about Oroco Resource Corp. can be found on its website at www.orocoresourcecorp.com and by reviewing its profile on SEDAR at www.sedarplus.ca.

 For more information, please contact:

Mr. Craig Dalziel, Executive ChairmanOroco Resource Corp.Tel: [phone] www.orocoresourcecorp.com

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

Cautionary Note Regarding Forward-Looking Information

This news release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable Canadian securities legislation.  All statements, other than statements of historical fact included herein, including, without limitation, statements relating to future events or achievements of the Company, the timing of closing of the Offering, proceeds received and use of funds of the Offering, are forward-looking statements.  There is no assurance that (i) the Company will be able to complete the Offering on the terms set out above, or at all, or (ii) that the proceeds of the Offering will be expended as contemplated. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements.  Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these matters.  Oroco does not assume any obligation to update the forward-looking statements should they change, except as required by law.

Christy Fabros
Oroco Resource Corp. 
[phone]
[e-mail]