Oroco Resource Corp. (TSX-V: OCO) (OTC: ORRCF) is pleased to announce that it has completed its previously announced brokered private placement of 14,051,127 units of the Company  at a price of $0.45 per Unit for aggregate gross proceeds of $6,323,007.15, which includes the partial exercise of the Agents’ option. Each Unit is comprised of one common share in the capital of the Company and one half of one Common Share purchase warrant.  Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.65 for 24 months following the closing date of the Offering.

The Offering was conducted by Red Cloud Securities Inc., acting as lead agent and sole bookrunner, and Canaccord Genuity Corp. In connection with the Offering, the Company paid to the Agents a cash commission of $271,636.20 and issued 603,636 broker warrants.  Each Broker Warrant is exercisable into one Common Share of the Company at a price of $0.45 per share for a period of 24 months from the issuance date. Additionally, as consideration for financial advisory services in connection with the Offering, the Company paid the Agents an advisory fee of $44,893.43 and issued 99,763 advisory warrants to the Agents. Each Advisory Warrant is exercisable into one Common Share on the same terms as the Broker Warrants.

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

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions, the Units were issued to purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The Common Shares and Warrants issuable pursuant to the sale of Units, and the shares issuable upon exercise of the Warrants, are immediately freely tradeable under applicable Canadian securities legislation. The Broker Warrants, Advisory Warrants, and Common Shares issuable thereon have a statutory hold period expiring on October 7, 2024. Units issued to a director of the Company are subject to a hold period expiring on October 7, 2024, pursuant to the policies of the TSX Venture Exchange.  The Offering remains subject to final acceptance of the TSXV.

The securities offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions the Company advises that certain subscribers under the Offering are considered to be a “related party” of the Company. Each subscription by a “related party” of the Company is considered to be a “related party transaction” for purposes of MI 61-101 and TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101, as the Company is not listed on specified markets and the fair market value of the “related party” participation in the Offering does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

ABOUT OROCO

The Company holds a net 85.5% interest in those central 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.