Oroco Resource Corp. — Capital/Financing Update 2024

Feb 26, 2024

FORM 51-102F3 - MATERIAL CHANGE REPORT

NAME AND ADDRESS OF COMPANY

Oroco Resource Corp. (the “Company”) 1201 – 1166 Alberni Street Vancouver, British Columbia V6E 3Z3

DATE OF MATERIAL CHANGE

1. February 16, 2024

NEWS RELEASE

News releases with regard to this matter were issued by the Company on February 20, 2024.

SUMMARY OF MATERIAL CHANGE

The Company closed a private placement of 2,570,000 units in the capital of the Company at a price of $0.40 per unit on February 16, 2024.

FULL DESCRIPTION OF MATERIAL CHANGE

The Company closed a non-brokered private placement of 2,570,000 units (“Units”) at a price of $0.40 per unit, for gross proceeds of $1,028,000.00 (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 18 months from closing at a price of $0.65 per share.

The Financing was closed on February 16, 2024. Shares issued by way of the Financing, and any shares issued pursuant to the exercise of the related share purchase warrants may not be traded before June 16, 2024.

The Company paid 75,000 common shares in finder’s fees in relation to the Financing.

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

N/A

7. OMITTED INFORMATION

N/A

1. EXECUTIVE OFFICER

Richard Lock Chief Executive Officer Tel: 604-688-6200

DATE OF REPORT

February 26, 2024