Oroco Resource Corp. — Capital/Financing Update 2026

Jan 9, 2026

TERM SHEET

OROCO RESOURCES CORPORATION

UPSIZE TERMS OF OFFERING

A final base shelf prospectus dated April 23, 2025, containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada excluding Quebec. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf supplement that has been filed in required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus dated April 23, 2025, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. Copies of the final base shelf prospectus, and any applicable shelf prospectus supplement, may be obtained from Canaccord Genuity Corp at ecm@cgf.com, and are also available electronically under the Company's profile at www.sedarplus.ca.

The securities offered under the short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the "United States"), and may not be offered or sold in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws.

Investing in the securities described in this document involves significant risks. Prospective purchasers of the securities should carefully consider the risk factors described under the heading "Risk Factors" and elsewhere in the short form base shelf prospectus, any applicable shelf prospectus supplement and in documents incorporated by reference therein.

Prospective investors should be aware that the acquisition of the securities described in the short form base shelf prospectus and any applicable shelf prospectus supplement may have tax consequences in Canada. Such consequences may not be described fully in the short form base shelf prospectus or in any applicable prospectus supplement. Prospective investors should read the tax discussion contained in the short form base shelf prospectus under the heading "Certain Federal Income Tax Considerations" as well as the tax discussion contained in the applicable prospectus supplement with respect to a particular offering of securities.

Issuer:	Oroco Resources Corporation (the "Company").
Offering:	Treasury offering (the "Offering") of 52,631,600 units ("Units"), each unit comprised of one common share of the Company (the "Shares") and one-half of one common share purchase warrant (a "Warrant").
Offering Price:	C$0.38 per unit (the "Offering Price")
Warrant:	Each Warrant shall be exercisable into one common share of the Company (each a "Share") for a period of 36 months from the closing date at an exercise price of C$0.53 per Warrant Share.
Size of Offering:	C$20,000,008 (C$23,000,009 if the Over-Allotment Option is exercised in full).
Over-Allotment Option:	The Company has granted the Lead Underwriter (as defined below) an option (the "Over-Allotment Option") to purchase up to that number of additional Shares equal to 15% of the Shares sold pursuant to the Offering at a price equal to the Offering Price, which Over-Allotment Option shall be exercisable at any time for a period of 30 days from and after the Closing Date.
Form of Offering:	"Bought deal" public offering by way of prospectus supplement to the Company's short form base shelf prospectus dated April 23, 2025.
Selling Jurisdictions:	All provinces of Canada, other than Quebec. The Shares may also be offered and sold in the United States by way of a private placement by the Underwriters to "qualified institutional buyers" pursuant to, and as defined in, Rule 144A under the U.S. Securities Act and in accordance with applicable state securities laws, and in certain offshore jurisdictions (provided that any placement in such offshore jurisdictions does not give rise to the filing of a prospectus or registration

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Canaccord Genuity

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statement or to any continuous disclosure obligations).

Listing: The common shares of the Company are listed on the TSX Venture Exchange (the "TSXV") under the symbol "OCO".

Eligibility: The units will be qualified investments under the Income Tax Act (Canada) for RRSPs, RESPs, RRIFs, DPSPs, RDSPs, FHSAs and TFSAs.

Use of Proceeds: The Company intends to use the net proceeds from the Offering to fund commencement of Pre-Feasibility Study drilling at the Santo Tomás copper project, advance baseline environmental and permitting work, and for general corporate working capital.

Commission: The Company will pay a cash commission in connection with the Offering, including on any Shares sold pursuant to the Over-Allotment Option, equal to 6.0% of the gross proceeds of the Offering.

Sole Bookrunner: Canaccord Genuity Corp.

Closing Date: On or about January 14, 2026 or such other date as mutually agreed upon by the Company and the Lead Underwriter (the "Closing Date").

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Canaccord Genuity