Oroco Resource Corp. — Proxy Solicitation & Information Statement 2025

Nov 20, 2025

ORCO

OROCO RESOURCE CORP.

1201-1166 Alberni Street

Vancouver, British Columbia

V6E 3Z3 Canada

www.orocoresourcecorp.com

Tel: +1 (604) 688-6200

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the holders of common shares of Oroco Resource Corp. (the "Company") will be held at Suite 1201 - 1166 Alberni Street, Vancouver, British Columbia, Canada, on Friday, December 19, 2025 at 2:00 p.m. (Pacific time) for the following purposes:

1. to receive the annual financial statements of the Company for its fiscal year ended May 31, 2025, and the report of the auditors thereon;
2. to fix the number of directors at eight (8);
3. to elect directors for the ensuing year;
4. to appoint Davidson & Company LLP, Chartered Accountants, as auditors of the Company and to authorize the directors to fix the auditors' remuneration;
5. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution to approve the continuation of the Company's 2022 stock option plan, as more particularly described in the accompanying management information circular (the "Information Circular"); and
6. to transact any other business which may properly come before the Meeting, or any adjournment or postponement thereof.

The board of directors of the Company have fixed the close of business on November 10, 2025 as the record date for determining holders of common shares who are entitled to notice of and to attend and vote at the Meeting.

Accompanying this notice of Meeting is the Information Circular, a form of proxy ("Proxy") or voting instruction form ("VIF"), and a reply card for use by shareholders who wish to receive the Company's interim and/or annual financial statements. The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this notice of Meeting.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the Proxy or VIF to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

DATED at Vancouver, British Columbia, this 13th day of November, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

"Craig Dalziel"

Craig Dalziel, Director & Executive Chairman

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.