Oroco Enters Into Term Sheet For Funding

November 19, 2012

VANCOUVER, British Columbia – (November 19, 2012) Oroco Resource Corp. (TSX-V: OCO) (“Oroco” or “the Company”) announces that it has entered into a Term Sheet with Waterton Global Value L.P. (“Waterton”) whereby Waterton has committed to provide a secured $5 million convertible debt facility to Oroco (the “Facility”).

Pursuant to the Term Sheet, the Facility will have a term of two years and a coupon rate of 10% per annum.  The Facility amount will be convertible into shares of the Company at a deemed price of $0.25 per share.  If the Company pre-pays the Facility amount in whole or in part prior to its maturity date, the amount of pre-payment will be 115% of the Facility amount being pre-paid, which would increase to 130% if the Company were to lose the current amparo petitions with regard to the Xochipala property (see news release of October 22, 2012).  Waterton may call for repayment of the Facility in the event there is a change of control of the Company.  If the Facility is pre-paid before its maturity date or there is a change in the Company’s ownership or interest in the Celia Gene and Celia Generosa concessions (the “Xochipala Concessions”) other than as a result of the current amparo, the Company shall transfer a 12.5% interest in the Xochipala Concessions to Waterton and grant it an option to earn a further 10% interest by funding $1,250,000 in exploration expenditures on the Xochipala Concessions.  The Facility is subject to completion of legal documentation, receipt of regulatory approvals, including that of the TSX Venture, and standard material adverse change exceptions.

The Company will use the Facility to repay all amounts due pursuant to the convertible debentures issued by the Company in May, 2012 (the “Debentures”).  The Company has received notices of default from the Debenture holders for failure to pay interest and a break fee which resulted from the Company not proceeding with the related gold prepayment agreement.  The Debentures, in the aggregate principal amount of $3.75 million, are therefore now due and payable.  The balance of the proceeds of the Facility will be used to pay costs and fees associated with the Facility and for general working capital purposes.

The Company also announces that it intends to complete a non-brokered private placement (the “Private Placement”) of up to 5,000,000 units at a price of $0.20 per unit to raise gross proceeds of up to $1,000,000.   Each unit consists of one common share and one half of one common share purchase warrant. Each whole share purchase warrant will be exercisable into one additional common share for a period of 18 months at a price of $0.35 per share. The private placement, which is intended to provide interim working capital for the Company, is subject to the acceptance of the TSX Venture Exchange. The Company’s previously announced private placement has been canceled and the Company will be contacting subscribers in order to determine whether they will be participating in the current private placement.

For further information, please contact:

Mr. Craig Dalziel, President and CEO
Oroco Resource Corp.
Tel: 604-688-6200

This news release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. The Company’s actual results, programs and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company’s control. These factors include: the availability of funds; the timing and content of work programs; results of exploration activities and development of mineral properties, the interpretation of drilling results and other geological data, the uncertainties of resource and reserve estimations, receipt and security of mineral property titles; project cost overruns or unanticipated costs and expenses, fluctuations in metal prices; currency fluctuations; and general market and industry conditions.

Forward-looking statements are based on the expectations and opinions of the Company’s management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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These historical resource estimate models are based upon historical resource estimates prepared by John Thornton in 2011. While, in the opinion of Dane A. Bridge, author of the revised NI 43-101 standard technical report, Geology, Mineralization and Exploration of the Santo Tomas Cu-(Mo-Au-Ag) Porphyry Deposit, Sinaloa, Mexico dated April 21, 2020 (the “Report”), reliable estimation practices were used, in order to upgrade or verify the historical estimations, resampling and assay of historical drill samples, twinning of historical drill holes, and a new program of regularly spaced drilling is required. No qualified person has undertaken sufficient work to classify the current mineral resources or mineral reserves upon which these models are based and the Company is not treating the estimates as current estimates of the mineral resources. The Company gives no assurance that either these models or the historical resource estimates upon which they are based are accurate, and does not undertake any obligation to update the models or to release publicly any update or revisions of the resource estimates except as required by applicable securities law. The reader is cautioned not to rely upon these models or the historical resource estimates upon which they are based.

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