Oroco Resource Corp. — Capital/Financing Update 2022

Mar 29, 2022

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

March 25, 2022

3. NEWS RELEASE

News releases with regard to this matter were issued by the Company on March 21, 2022 and March 25, 2022.

4. SUMMARY OF MATERIAL CHANGE

The Company closed a private placement of 10,708,696 units in the capital of the Company at a price of $1.70 per unit in two tranches, with the first tranche closing on March 21, 2022 and the second and final tranche closing on March 25, 2022.

5. FULL DESCRIPTION OF MATERIAL CHANGE

The Company closed a non-brokered private placement of 10,708,696 units (“Units”) at a price of $1.70 per unit, for gross proceeds of $18,204,783 (the “Financing”). Each Unit consists of one common share and one common share purchase warrant exercisable into one additional common share for a period of 24 months from closing at a price of $2.40 per share.

The Financing was closed in two tranches, with the first tranche of 8,054,885 units closing on March 21, 2022, and the second tranche of 2,653,811 units closing on March 25, 2022. Shares issued by way of the first tranche of the Financing, and any shares issued pursuant to the exercise of the related share purchase warrants may not be traded before July 22, 2022. Shares issued by way of the second tranche of the Financing, and any shares issued pursuant to the exercise of the related share purchase warrants may not be traded before July 26, 2022.

In consideration for assistance in arranging the private placement, the Company paid aggregate finder’s fees of $372,844.15 cash, 105,000 common shares and 215,415 finder’s fee warrants to RFC Ambrian Limited; Red Cloud Securities Inc., National Bank Financial Inc., Vertigo Partners Ltd., Henrik J. B. Milkelsen, Canaccord Genuity Corp. and PI Financial Corp. 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 $2.05 per share. All shares and finder’s fee warrants issued in relation to these finder’s fees are subject to a hold period of four months and 1 day from the date of the closing of the related tranche.

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

N/A

7. OMITTED INFORMATION

N/A

1. EXECUTIVE OFFICER

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

1. DATE OF REPORT

March 28, 2022