OROCO ANNOUNCES BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$6.0 MILLION

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, Canada, May 16, 2024 (GLOBE NEWSWIRE) -- Oroco Resources Corp. (TSX-V: OCO, OTC: ORRCF) (“Oroco” or the “Company”) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “Agents”) in connection with a best efforts, private placement (the "Offering") for gross proceeds of C$6,000,000 from the sale of 13,333,333 units of the Company (each, a “Unit”) at a price of C$0.45 per Unit. Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one half of one common share purchase warrant (each whole 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$0.65 at any time on or before that date which is 24 months after the closing date of the Offering.

The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional 2,222,222 Units for additional gross proceeds of up to C$1,000,000 (the "Agents’ Option").

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers in all of the provinces and territories of Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The Unit Shares and Warrant Shares issuable pursuant to the sale of Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended.

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 Offering is scheduled to close on or around June 6, 2024 and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.