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Oroco Resource Corp. (TSX-V: OCO, OTCQB: ORRCF) (the "Company" or "Oroco") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. ("Canaccord Genuity"), as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (together, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 39,474,000 units of the Company (the "Units") at a price of C$0.38 per Unit (the "Offering Price") for gross proceeds to the Company of approximately C$15.0 million (the "Offering").
Each Unit will be comprised of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of C$0.53 for a period of 36 months from the closing date of the Offering.
The Company has granted the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 5,921,100 (15%) of the Units sold pursuant to the Offering, on the same terms and conditions, exercisable in whole or in part for a period of 30 days following the closing of the Offering. If exercised in full, the Over-Allotment Offering will result in additional gross proceeds of up to approximately C$2.25 million, for total gross proceeds of up to approximately C$17.25 million.
The Offering will be completed by way of a prospectus supplement to the Company's short form base shelf prospectus dated April 23, 2025, filed in all provinces of Canada, other than Québec. The Units may also be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act"), and to accredited investors pursuant to Rule 506 (b) of Regulation D under the 1933 Act, and in certain offshore jurisdictions, in each case in accordance with applicable securities laws.
The Company intends to use the net proceeds from the Offering to fund commencement of Pre-Feasibility Study drilling at the Santo Tomás copper project, advance baseline environmental and permitting work, and for general corporate working capital.
Closing of the Offering is expected to occur on or about January 14, 2026, or such other date as agreed between the Company and Canaccord Genuity, and is subject to customary closing conditions, including receipt of all required regulatory approvals, including approval of the TSX Venture Exchange.
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, totaling 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: info@orocoresourcecorp.com
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.
