Oroco Resource proceeds with $3.6M (U.S.) placement

Executive Summary

• Oroco Resource Corp. confirms that its non-brokered private placement financing, initially announced on September 25, 2025, is proceeding as planned and is expected to close early next week, with final completion no later than November 13, 2025.
• The financing is designed to accommodate strategic local investment for the Santo Tomas project in Northern Sinaloa, Mexico, and involves a related party transaction with newly appointed director Faysal Rodriguez.
• The offering consists of up to 18 million units at 20 U.S. cents per unit, targeting gross proceeds of up to $3.6 million (U.S.), with an anticipated minimum of $2.0 million (U.S.).

Key Details

• Financing Structure: Non-brokered private placement.
• Units Offered: Up to 18 million units.
• Price: 20 U.S. cents per unit.
• Gross Proceeds: Up to $3.6 million (U.S.), with an anticipated minimum of $2.0 million (U.S.).
• Warrant Terms: Each unit includes one common share and one-half of one common share purchase warrant. Each whole warrant allows the purchase of one common share at 30 U.S. cents within 24 months of the unit issue date.
• Closing Timeline: First tranche expected to close early next week; full completion no later than November 13, 2025.
• Regulatory Status: Closing is subject to receipt of all necessary regulatory approvals, including TSX Venture Exchange approval.
• Related Party Transaction: Director Faysal Rodriguez is participating in the financing. The company relies on exemptions from formal valuation and minority shareholder approval requirements under National Instrument 61-101 (sections 5.5(a) and 5.7(1)(a)) because the fair market value of securities acquired by Mr. Rodriguez does not exceed 25% of the company's market capitalization.
• Hold Period: Securities issued are subject to a statutory hold period of four months plus one day.
• Fees: No finders' fees are anticipated.
• Project Context: Financing supports the Santo Tomas project, a copper porphyry mineralization project in Northern Sinaloa, Mexico, where the company holds an 85.5% interest in core concessions (1,173 hectares) and an 80% interest in surrounding concessions (7,861 hectares).

Notable Quotes

• Craig Dalziel, Executive Chairman: "This financing was conceived at the time that Faysal Rodriguez agreed to join Oroco's board of directors and was planned around his associated funding commitment to the company... With those participants now committed, we are therefore able to close this Mexico-based financing."
• Craig Dalziel, Executive Chairman: "While we fully appreciate the outside interest in this financing that has been expressed, we were able to maintain the participation limits that were initially set. From a project development perspective, we felt this was essential."