Oroco Announces Closing of Brokered Private Placement FOR Gross Proceeds of $6.3M

June 7, 2024 NEWS RELEASE

OROCO ANNOUNCES CLOSING OF BROKERED PRIVATE PLACEMENT FOR

GROSS PROCEEDS OF $6.3M

VANCOUVER, British Columbia – Oroco Resource Corp. (TSX-V: OCO, OTC: ORRCF) (“Oroco”

or the “Company”) is pleased to announce that it has completed its previously announced brokered private

placement of 14,051,127 units of the Company (the “Units”) at a price of $0.45 per Unit for aggregate gross

proceeds of $6,323,007.15 (the “Offering”), which includes the partial exercise of the Agents’ option. Each

Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one half

of one Common Share purchase warrant (each whole warrant , a “Warrant”). Each Warrant entitles the

holder to purchase one Common Share at an exercise price of $0.65 for 24 months following the closing

date of the Offering.

The Offering was conducted by Red Cloud Securities Inc., acting as lead agent and sole bookrunner, and

Canaccord Genuity Corp. (collectively, the “Agents”). In connection with the Offering, the Company paid

to the Agents a cash commission of $ 271,636.20 and issued 603,636 broker warrants (the “ Broker

Warrants”). Each Broker Warrant is exercisable into one Common Share of the Company at a price of

$0.45 per share for a period of 24 months from the issuance date. Additionally, as consideration for financial

advisory services in connection with the Offering, the Company paid the Agents an advisory fee of

$44,893.43 and issued 99,763 advisory warrants (the “Advisory Warrants”) to the Agents. Each Advisory

Warrant is exercisable into one Common Share on the same terms as the Broker Warrants.

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

Project located in Sinaloa State, Mexico, as well as working capital and other general corporate purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument

45-106 - Prospectus Exemptions (“NI 45-106”), the Units were issued to purchasers pursuant to the listed

issuer financing exemption under Part 5A of NI 45- 106. The Common Shares and Warrants issuable

pursuant to the sale of Units, and the shares issuable upon exercise of the Warrants, are immediately freely

tradeable under applicable Canadian securities legislation. The Broker Warrants, Advisory Warrants, and

Common Shares issuable thereon have a statutory hold period expiring on October 7, 2024. Units issued to

a director of the Company are subject to a hold period expiring on October 7, 2024, pursuant to the policies

of the TSX Venture Exchange (the “ TSXV”). The Offering remains subject to final acceptance of the

TSXV.

The securities offered have not, nor will they be registered under the United States Securities Act of 1933,

as amended, and may not be offered or sold within the United States or to, or for the account or benefit of,

U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration

requirements. This release does not constitute an offer for sale of securities in the United States.

Pursuant to Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special

Transactions (“MI 61 -101”) the Company advises that certain subscribers under the Offering are

considered to be a “related party” of the Company. Each subscription by a “related party” of the Company

is considered to be a “related party transaction ” for purposes of MI 61-101 and T SXV Policy 5.9 -

Protection of Minority Security Holders in Special Transactions . The Company is relying on the

exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61- 101 and the

minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101, as the Company

is not listed on specified markets and the fair market value of the “related party” participation in the Offering

does not exceed 25% of the Company ’s market capitalization, as determined in accordance with MI 61 -

101.

ABOUT OROCO

The Company holds a net 85.5% interest in those central concessions (the “Core Concessions”) comprising

1,173 hectares 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 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. In October of 2023, the Company announced a Preliminary Economic Assessment and

Updated Mineral Resource for the North and South Zones of the Santo Tomas Project, identifying Indicated

and Inferred resources of 561 Mt @ 0.37% CuEq and 549 Mt @ 0.34% CuEq respectively.

The Project is located within 160 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 Resource Corp. can be found on its website at

www.orocoresourcecorp.com and by reviewing its profile on SEDAR at www.sedarplus.com.

For more information please contact:

Mr. Richard Lock, CEO

Oroco Resource Corp.

Tel: 604-688-6200

www.orocoresourcecorp.com

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts

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, and the use of funds from

the Offering, are forward-looking statements. There is no assurance 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.