Oroco Resource Corp. — Capital/Financing Update 2021

Jan 4, 2021

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

December 9, 2020

3. NEWS RELEASE

A news release with regard to this matter was issued by the Company on December 9, 2020.

4. SUMMARY OF MATERIAL CHANGE

The Company closed a private placement of 12,900,000 units in the capital of the Company at a price of $1.20 per unit, with each unit being comprised of one common share and one half of one share purchase warrant,

5. FULL DESCRIPTION OF MATERIAL CHANGE

The Company closed a non-brokered private placement of 12,800,000 units at a price of $1.20 per unit, for gross proceeds of $15,480,000 (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 from closing at a price of $1.60 per share.

All shares issued by way of this Financing, and any shares issued pursuant to the exercise of the share purchase warrants may not be traded before April 9, 2021.

In consideration for assistance in arranging the private placement, the Company paid finder’s fees of $50,000 and 40,000 finder’s fee warrants to RFC Ambrian Limited; 38,400 Units and 10,000 finder’s fee warrants to Longford Capital Corp.; and 70,000 finder’s fee warrants to Mariusz Skonieczny. Each finder’s fee warrant entitles the holder to purchase one common share of the Company for a period of 24 months from closing at a price of $1.20 per share. All shares and finder’s fee warrants issued in relation to these finder’s fees are subject to a hold period expiring April 9, 2021.

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 Chief Executive Officer Tel: 604-688-6200

9. DATE OF REPORT

January 4, 2021