Oroco Amends Private Placement Terms FOR Gross Proceeds of up to C$1.5 Million

February 5, 2025 NEWS RELEASE

OROCO AMENDS PRIVATE PLACEMENT TERMS

FOR GROSS PROCEEDS OF UP TO C$1.5 MILLION

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia – (February 5, 2025) Oroco Resource Corp. (TSX-V: OCO,

OTC: ORRCF) (“Oroco” or the “Company”) announces that it has amended the terms of a

non-brokered private placement (the “ Offering”) which was announced on January 27, 2025 to

that of up to 6,000,000 units of the Company (each, a “ Unit”) at a price of C$0.25 per Unit for

gross proceeds of up to C$1,500,000. Red Cloud Securities Inc. will be acting as a finder in

connection with the Offering.

Each Unit will consist of one common share of the Company (each, a “ Unit Share”) and one

common share purchase warrant (a “ Warrant”). Each Warrant shall entitle the holder to

purchase one common share of the Company (each, a “ Warrant Share”) at a price of C$0.40 at

any time on or before that date which is 24 months after the issue date of the Unit.

The Company intends to use the proceeds from the Offering for the advancement of the Santo

Tomás Project located in Chihuahua State, Mexico as well as working capital and other general

corporate purposes.

The closing of the Offering is subject to receipt of all necessary regulatory approvals including

the TSX Venture Exchange (the “ TSX-V”). Finder’s fees will be payable in accordance with the

policies of the TSX-V. The securities issued under the Offering will be subject to a hold period

ending on the date that is four months plus one day following the date of issue in accordance

with applicable securities laws.

The securities described herein have not been, and will not be, registered under the United States

Securities Act of 1933 (the " U.S. Securities Act"), as amended, or any state securities laws, and

accordingly, may not be offered or sold within the United States or to US persons except in

compliance with the registration requirements of the U.S. Securities Act and applicable state

securities requirements or pursuant to exemptions therefrom. This press release does not

constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

ABOUT OROCO

The Company holds a net 85.5% interest in those central concessions that comprise 1,173

hectares “the Core Concessions” of The Santo Tomas Project, located in northwestern Mexico.

The Company also holds an 80% interest in an additional 7,861 hectares of mineral concessions

surrounding and adjacent to the Core Concessions (for a total Project area of 9,034 hectares, or

22,324 acres). The Project is situated within the Santo Tomas District, which extends up to the

Jinchuan Group’s Bahuerachi Project, approximately 14 km to the northeast. The Project hosts

significant copper porphyry mineralization initially defined by prior exploration spanning the

period from 1968 to 1994. During that time, the Project area was tested by over 100 diamond and

reverse circulation drill holes, totalling approximately 30,000 meters. Commencing in 2021,

Oroco conducted a drill program (Phase 1) at Santo Tomas, with a resulting total of 48,481

meters drilled in 76 diamond drill holes.

The drilling and subsequent resource estimates and engineering studies led to a revised MRE and

an updated PEA being published and filed in August of 2024, which studies are available at the

Company’s website www.orocoresourcecorp.com and by reviewing the Company profile on

SEDAR at www.sedarplus.ca..

The Santo Tomas Project is located within 170 km of the Pacific deep-water port at

Topolobampo and is serviced via highway and proximal rail (and parallel corridors of trunk grid

power lines and natural gas) through the city of Los Mochis to the northern city of Choix. The

property is reached, in part, by a 32 km access road originally built to service Goldcorp’s El

Sauzal Mine in Chihuahua State.

Additional information about Oroco can be found on its website and by reviewing its profile on

SEDAR at www.sedarplus.ca.

For more information, please contact:

Craig Dalziel, Chairman

Oroco Resource Corp.

Tel: 604-688-6200

Email: [email protected]

www.orocoresourcecorp.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this

release.

Cautionary Note Regarding Forward-Looking Information

This news release includes certain “forward-looking information” and “forward-looking

statements” (collectively “forward-looking statements”) within the meaning of applicable

Canadian securities legislation. All statements, other than statements of historical fact included

herein, including, without limitation, statements relating to future events or achievements of the

Company, the timing of closing of the Offering, proceeds received and use of funds of the

Offering, are forward-looking statements. There is no assurance that (i) the Company will be

able to complete the Offering on the terms set out above, or at all, or (ii) that the proceeds of the

Offering will be expended as contemplated. Many factors, both known and unknown, could cause

actual results, performance or achievements to be materially different from the results,

performance or achievements that are or may be expressed or implied by such forward-looking

statements. Readers should not place undue reliance on the forward-looking statements and

information contained in this news release concerning these matters. Oroco does not assume

any obligation to update the forward-looking statements should they change, except as required

by law.