Oroco Resource Corp. — Capital/Financing Update 2020

Jul 3, 2020

FORM 51-102F3 - MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Oroco Resource Corp. (the “Company”) 1201 – 1166 Alberni Street Vancouver, British Columbia V6E 3Z3

2. DATE OF MATERIAL CHANGE

June 30, 2020

3. NEWS RELEASE

News release dated June 30, 2020 was disseminated through the facilities of Cision PR News Wire.

4. SUMMARY OF MATERIAL CHANGE

The Company closed a private placement of 5,500,000 units in the capital of the Company at a price of $0.30 per unit, with each unit being comprised of one common share and one half of one share purchase warrant, and also issued 62,500 common shares pursuant to the exercise of 62,500 share purchase warrants. See attached news release.

5. FULL DESCRIPTION OF MATERIAL CHANGE

The Company closed a non-brokered private placement, issuing 5,500,000 units at a price of $0.30 per unit, for gross proceeds of $1,650,000 (the “ Financing ”). Each unit consists of one common share and one-half of one common share purchase warrant. Each whole share purchase warrant will be exercisable into one additional common share for a period of 24 months, subject to an acceleration provision, from closing at a price of $0.42 per share.

The Company issued 40,800 warrants, with the same terms and conditions as the private placement warrants, and paid $19,920.00 in finder’s fees.

The Company also issued 62,500 common shares for $0.32 per share upon the exercise of share purchase warrants issued on November 3, 2018.

See attached news release.

6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

N/A

7. OMITTED INFORMATION

N/A

8. EXECUTIVE OFFICER

Craig Dalziel President &Chief Executive Officer Tel: 604-688-6200

1. DATE OF REPORT

July 3, 2020

NEWS RELEASE

June 30, 2020

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OROCO CLOSES NON-BROKERED PRIVATE PLACEMENT

VANCOUVER, British Columbia – (June 30, 2020) Oroco Resource Corp. ( TSX-V: OCO ) (“ Oroco ” or “ the Company ”) is pleased to announce that it has closed a non-brokered private placement, initiated on June 3, 2020, by issuing 5,500,000 units at a price of $0.30 per unit, for gross proceeds of $1,650,000 (the “ Financing ”). Each unit consists of one common share and onehalf of one common share purchase warrant. Each whole share purchase warrant will be exercisable into one additional common share for a period of 24 months from closing at a price of $0.42 per share. The exercise period for the share purchase warrants may be accelerated to 30 days if, at any time after the first 4 months of the warrant exercise period, the volume-weighted trading average of the Company’s shares exceeds $0.60 over a period of 20 consecutive trading days.

The proceeds of the Financing will be used to advance the Santo Tomas Project, including site preparation for an exploration drill program, the acquisition of surface rights and permits, a 3D IP geophysical survey, and general corporate purposes. In addition, certain contingent legal fees relating to the acquisition of the core Santo Tomas concessions are to be paid.

Pursuant to the policies of the TSX Venture Exchange, all shares issued in this placement, and any shares issued pursuant to the exercise of the share purchase warrants, are subject to a hold period expiring October 30, 2020.

Finder’s fees of $19,920 and 40,800 finder’s fee warrants are being paid in connection with the Financing. Each finder’s fee warrant will entitle the holder to purchase one common share of the Company for a period of 24 months from closing at a price of $0.42 per share. The exercise period for the finder’s fee warrants may be accelerated to 30 days if, at any time after the first 4 months of the warrant exercise period, the volume-weighted trading average of the Company’s shares exceeds $0.60 over a period of 20 consecutive trading days.

The Company also announces the issuance of 62,500 shares relating to the exercise of $0.32 share purchase warrants issued on November 3, 2018. A total of 1,742,500 share purchase warrants remain exercisable at a price of $0.32 per share on or before August 3, 2020.

ABOUT OROCO:

The Company holds a net 61.4% interest in the collective 1,172.9 ha core concessions of the Santo Tomas Project in NW Mexico, and may increase that majority interest up to an 81.0% interest with a project investment of up to CAD$30 million. The Company also holds a 77.5% interest in 7,807.9 ha of mineral concessions surrounding and adjacent to the core concessions (a total project size of 8,980.8 ha). The Project is situated within the Santo Tomas District, which extends from Santo Tomas up to the Jinchuan Group’s Bahuerachi project, approximately 14 km to the northeast. Santo Tomas hosts a significant copper porphyry deposit defined by prior exploration

OROCO RESOURCE CORP. 1201-1166 Alberni Street, Vancouver, BV V6E 3Z3 T: 604.688.6200 F: 604.688.6260 www.orocoresourcecorp.com

spanning the period from 1968 to 1994. During that time, the property was tested by over 100 diamond drill and reverse circulation drill holes, totaling approximately 30,000 meters. Based on data generated by these drill programs, a Prefeasibility Study was completed by Bateman Engineering Inc. in 1994.

The Santo Tomas 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 by a 32 km access road originally built to service Goldcorp’s El Sauzal Mine in Chihuahua State. The reader is directed to the Company’s August, 2019 Technical Report filed on SEDAR.

For further information, please contact:

Mr. Craig Dalziel, CEO Oroco Resource Corp.

Tel: 604-688-6200

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) accepts 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, are forward-looking statements. There can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated or implied in such statements. 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. Readers are also cautioned that this news release includes reference to certain historical reports and studies that are cited in the Report. Cautionary Note Regarding Forward Looking Information

OROCO RESOURCE CORP. 1201-1166 Alberni Street, Vancouver, BV V6E 3Z3 T: 604.688.6200 F: 604.688.6260 www.orocoresourcecorp.com