Oroco Resource Corp. — Capital/Financing Update 2024

May 25, 2024

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This Offering Document (the “ Offering Document ”), constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.

These securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This Offering document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

AMENDED OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

May 24, 2024

OROCO RESOURCE CORP. (the “ Company ” or “ Oroco ”)

PART 1 SUMMARY OF OFFERING

What are we offering?

What are we offering?
Securities Offered:	Units of the Company (“Units”) to be sold on a “best efforts” agency basis. Each Unit will be comprised of one common share in the capital of the Company (each a “Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one additional common share in the capital of the Company at a price of $0.65 per share for a period of 2 years from the Closing Date.
Offering Price per Security:	$0.45 per Unit (the “Offering Price”).
Offering Amount:	13,333,333 Units for gross proceeds of $6,000,000, (the “Offering”)
Agents’ Option:	The Company will grant to the Agents an option, exercisable up to 48 hours prior to the Closing Date, to sell an additional 2,222,222 Units (the “Additional Units”) at the Offering Price for additional gross proceeds of up to $1,000,000 (the“Agents’Option”).
Closing Date:	Closing may occur in one or more tranches, with the final tranche expected to occur on or before June 6, 2024, (the “Closing Date”), and is subject to receipt ofall necessaryregulatory approvals.
Resale Restrictions:	The Unit Shares and Warrants (including any Unit Shares and Warrants composing the Additional Units) are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers that areresidents ofCanada.
The Exchange and quotation system, if any, on which the securities are listed, traded, or quoted:	The Company’s Common Shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “OCO”, the OTCQB trading platform (“OTCQB”) in the United States under the trading symbol “ORRCF” and on Frankfurt Stock Exchange Open Market (“FRA”) under the trading symbol“OR6”.

The closing price of the On May 24, 2024, the closing price of the Company’s common shares on Company’s securities on the TSXV, OTCQB, and FRA was CDN$0.44, US$0.3215, and €0.28, the most recent trading respectively. day before the date hereof:

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

All references in this offering document to “dollars” of “$” are to Canadian dollars, unless otherwise stated.

The Company is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:

• The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing;

• The Company has filed all periodic and timely disclosure documents that it is required to have filed;

• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $10,000,000;

• The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and

• The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.

Cautionary Statement Regarding Forward-Looking Information

This offering document contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions, and beliefs. The forward-looking information included in this offering document are made only as of the date of this offering document. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning future exploration plans at the Company’s mineral properties, including exploration timelines and anticipated costs; the Company’s expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; and completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “potential”, “is expected”, “anticipated”, “estimates”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

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Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of copper and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated, or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedar.com. The Company provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forwardlooking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.

PART 2 SUMMARY DESCRIPTION OF BUSINESS

What is our business?

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of copper resource properties in the Mexican states of Sinaloa and Chihuahua. The Company’s primary objective is to develop the Santo Tomas mineral concessions comprising a total of 9,034 hectares.

Recent developments

Over the course of its July 2021-2023 drill program to date, Oroco has:

1. completed 73 drill holes (42,120 m of drilling) in its Brasiles, North Zone and South Zone drill programs, along an aggregate strike length of 3,000 m, as follows:

2. (a) North Zone – 45 drill holes (24,850 m) spanning approximately 1,400 m of strike length, with drilling continuing;

3. (b) South Zone – 21 drill holes (12,154 m) along a strike length of 800 m; and

4. (c) Brasiles Zone – 7 drill holes (5,116 m) along a strike length of approximately 800 m.

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1. Completed the establishment of the following site facilities:

2. (a) a core analysis and technical facility and core storage facility;

3. (b) a 50-person drill camp in the North Zone; and

4. (c) a 28-person drill camp in the Brasiles Zone.

5. Increased its ownership interest in the “core concessions”, which hosts the majority of the known Santo Tomas deposit, from a net 73.2 % to a net 86.83% (subject to an aggregate of 1.5% in net smelter royalties) through expenditures on the project;

6. Completed the drilling of a geotechnical drill hole and the completion of metallurgical test work;

7. Completed a Preliminary Economic Assessment (“PEA”) and updated Mineral Resource Estimate (“MRE”) for the North Zone and South Zone deposits, the results of which support a staged, open pit mine and processing plant starting at 60,000 tonnes per day (“t/d”) in year 1 of production, expanding to 120,000 tpd in year 2 over a 20.1-year Life of Mine (“LOM”). Highlights of the Santo Tomas PEA include:

8. (a) US$2.33 billion pre-tax NPV (8%) and US$1.24 billion after-tax NPV (8%);

9. (b) 23.0% pre-tax IRR; 17.3% after-tax IRR;

10. (c) Total LOM payable copper production of 4,749 M lb;

11. (d) Pre-tax payback of 4.1 years; after-tax payback of 5.0 years from first concentrate production;

12. (e) Initial capital costs estimated at US$1,339.9 million; sustaining and expansion capital costs estimated at US$1,134.5 million;

13. (f) Average annual LOM C1 Cash Cost of US$1.66/lb Cu on by-product basis; and

14. (g) An ultimate pit design constrained resource of 388 Mt of Indicated and 460 Mt of Inferred material.

15. Commenced work on optimizing the PEA.

Material Facts

There are no material facts about the securities being distributed that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document.

Business objectives and milestones

What are the business objectives that we expect to accomplish using the available funds?

The Company intends to use the net funds from the Offering to achieve the following objectives:

1. Completing and delivering an updating and optimization of the PEA report for the Santo Tomas Project. This report will indicate the updated, optimized technical and economic viability of the Santo Tomas Project which will involve developing an optimized mine and process design plan and construction plan followed by an updated economic assessment of the Santo Tomas project.

2. Continued exploration and development of the Santo Tomas project. Additional drill holes will be completed in strategic project areas identified by the results of the 2021-2023 drill program.

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1. Fund general and administrative expenses and increase working capital.

PART 3 USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the offering?

The net proceeds of the Offering and the funds which will be available to the Company after the Offering are as follows:

	Source of Funds:	Assuming 100% of the Offering is Sold	Assuming Full Exercise of the Agent’s Option
A	Amount to be raised by this Offering	$6,000,000	$7,000,000
B	Selling commissions and fees (assuming no Units are sold under the President’s List, as defined below) -	$360,000	$420,000
,C	Estimated Offering costs (e.g., legal, accounting, audit)	$100,000	$100,000
D	Net proceeds of Offering: D = A - (B + C)	$5,540,000	$6,480,000
E	Working capital as at most recent month end	$(220,000)	$(220,000)
F	Additional sources of funding	$0	$0
G	Total available funds: G = D + E + F	$5,320,000	$6,260,000

How will we use the available funds?

Description of intended use of available funds	Minimum Offering and Maximum Offering	Assuming Full Exercise of the Agent’s Option
Exploration drilling, site-based geological evaluation	$860,000	$1,800,000
Updating and optimizing the PEA including off-site evaluation, testing and project design	$150,000	$150,000
Site support	$1,820,000	$1,820,000
Community relations	$110,000	$110,000
Property – concession duties and surface rights lease payments	$730,000	$730,000
Legal	$150,000	$150,000
General and Administrative Expenses	$1,500,000	$1,500,000
Total: Equal to “G” Total Available Fund in Chart Above	$5,320,000	$6,260,000

The above noted allocation represents the Company’s current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Although the Company intends to expend the proceeds from this Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s

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ability to execute on its business plan and financing objectives. The Company has generated negative cash flows from operating activities since inception and anticipates that it will continue to have negative operating cash. As a result, certain of the net proceeds from this Offering may be used to fund such negative cash flow from operating activities in future periods. See “ Cautionary Statement on Forward-Looking Information ”.

The most recent audited consolidated annual financial statements and unaudited condensed consolidated interim financial report of the Company included a going concern note. The Company is still in the exploration stage and the Company has not yet generated positive cash flows from its operating activities, which may cast doubt on the Company’s ability to continue as a going concern. The Offering is intended to permit the Company to advance its business objectives and are not expected to affect the decision to include a going concern note in future consolidated financial statements of the Company.

How have we used the other funds we have raised in the past 12 months?

Between August, 2023 and March, 2024, Oroco raised total gross proceeds of $6,924,243.00, which were used as set out below.

Disclosed Use of Proceeds	Disclosed Amount	Actual Use of Proceeds	Variance
August 15, 2023 News Release Disclosure Exploration and development activities.	$1,750,000	$1,750,000. The Company continued its exploration and development activities on the Santo Tomas Project with its focus on completing the PEA and updated MRE.	nil
November 30, 2023 News Release Disclosure Exploration and development activities.	$2,691,940	$2,691,940. The Company commenced geological, mineralogical and costing studies in preparation for preparing the PEA	nil
January 15, 2024 News Release Disclosure Exploration and development activities.	$1,454,303	$1,454,303. The Company continued its work on preparing and providing an updated, optimized PEA. Work continued on the geological, mineralogical and costing studies as well as the commencement of an optimized mine plan for the optimized PEA.	nil
February 16, 2024 News Release Disclosure Exploration and development activities.	$1,028,000	$1,028,000. The Company continued its work on preparing and providing an updated, optimized PEA. Work continued on the geological, mineralogical and costing studies as well as the commencement of an optimized mine plan for the optimized PEA.	nil

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A detailed breakdown of the Company’s use of funds is available from the Company’s financial statements available on the Company’s website (www.orocoresource.com) or under the Company’s profile on SEDAR+ (http://www.sedarplus.ca/).

PART 4. FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?

The Company has engaged Red Cloud Securities Inc. (“ RCS ”), for itself and on behalf of a syndicate of agents (together with RCS, the “ Agents ”) for the Offering.

The Company shall pay to the Agents, on the Closing Date, a cash commission of 6.0% of the gross proceeds raised by the Agents. Such total commission will be $420,000 if the Agents’ Option is exercised in full and no proceeds are raised from President’s List purchasers, in respect of this Offering (the “ Agents’ Commission ”). In addition, at the Closing, the Company shall issue to the Agents’ warrants of the Company (the “ Agents’ Warrants ”) , exercisable for a period of 24 months following the Closing Date, to acquire, in aggregate, that number of common shares (“ Agents’ Warrant Share ”) of the Company which is equal to 6.0% of the number of Units sold under the Offering, exclusive of that number of Units associated with the President’s List, at an exercise price equal to $0.45 per Agents’ Warrant.

The Company may provide to RCS a list of potential purchasers under the Offering (the “ President’s List ”) for up to 3,000,000 Units, for gross proceeds of up to $1,350,000. The Company shall pay to the Agents a commission of 2.5% of the gross proceeds received in respect of the President’s List and that number of Agents’ Warrants equal to 2.5% of the number of Units sold under the President’s List.

Do the Agents have a conflict of interest?

To the knowledge of the Company, it is not a “related issuer” or “connected issuer” of or to any of the Agents, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts.

U.S. OFFERING RESTRICTIONS

The Units, Shares, Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state in the United States and, subject to certain exemptions from registration under the U.S. Securities Act and applicable state securities laws, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. The Agents have agreed that they will not offer or sell the Units within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except to accredited investors (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act, “U.S. Accredited Investors” in accordance with the exemption from registration under the U.S. Securities Act provided by section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, and similar exemptions from the registration requirements of applicable state securities laws. The Agents will offer and sell the Units outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S under the U.S. Securities Act.

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This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any Units, Shares, Warrants or Warrant Shares in the United States to, or for the account or benefit of, U.S. persons or persons in the United States. In addition, until 40 days after the commencement of the Unit Offering, an offer or sale of Units, Shares or Warrants within the United States or, to or for the account or benefit of, U.S. persons or persons in the United States by any dealer (whether or not participating in the Unit Offering) may violate the registration provisions of the U.S. Securities Act unless made otherwise than in accordance with an exemption from the registration requirements under the U.S. Securities Act and similar exemptions under applicable state securities laws.

The Agents have agreed that they will not offer or sell the Units within the United States or to, or for the account or benefit of, a U.S. person or a person in the United States: (i) as part of its distribution; or (ii) otherwise until 40 days after the later of the commencement of the Unit Offering and the Closing Date (the “ Distribution Compliance Period ”), except in either case in accordance with Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. In addition, any dealer selling Units to a distributor (as defined in Regulation S under the U.S. Securities Act), dealer (as defined in Rule 2(a)(12) of the U.S. Securities Act), or other person receiving a selling concession, fee or other remuneration in respect of the Units, during the Distribution Compliance Period, must send to such persons a confirmation or other notice setting forth the above-noted restrictions on offers and sales of Units until the expiration of the Distribution Compliance Period.

The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person, nor will certificates or other instruments representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws is available and provided that, subject to certain exceptions, the Company has received an opinion of counsel of recognized standing to such effect in form and substance satisfactory to the Company.

PART 5 PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

• (a) to rescind your purchase of these securities with the Company, or

• (b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the Units.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

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PART 6 ADDITIONAL INFORMATION

Where can you find more information about us?

The Company’s continuous disclosure filings with applicable securities regulatory authorities in the provinces and territories of Canada are available electronically under the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca.

For further information regarding the Company, visit our website at: https:orocoresourcecorp.com/

PART 7 DATE AND CERTIFICATE

This offering document, together with any document filed under Canadian securities legislation on or after May 24, 2023 contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

Dated: May 24, 2024

/s/ Richard Lock /s/ Steve Vanry

Richard Lock

Chief Executive Officer and Director

Steve Vanry

Chief Financial Officer and Director

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