Oroco Provides Legal Update

MARCH 5, 2019                                                                      

NEWS RELEASE

FOR IMMEDIATE RELEASE:

VANCOUVER, British Columbia – (March 5, 2019) Oroco Resource Corp. (TSX-V: OCO) (“Oroco” or “the Company”) wishes to provide an update on the legal status of its interests in those mineral concessions in Sinaloa State, Mexico known as the Santo Tomas Concessions.  This update is provided in furtherance of the Company’s news release of October 9, 2018, wherein Oroco announced that it had entered into a definitive option agreement with Altamura Copper Corp. and its shareholders to acquire, indirectly, certain interests in those concessions.

There are several areas of current legal activity relating to protecting and enforcing the Company’s interest in the Santo Tomas Concessions.  At present, the following initiatives, amongst others, are expected to validate and maintain the status quo of the titles and eventually remove any unwarranted ownership claims to the Santo Tomas Concessions as are currently being made by Aztec Copper Inc., an Arizona company, and its Mexican subsidiary, Prime Aztec Mexicana S.A de C.V. (together, the “Aztec Companies”):

 

  1. Closure Petition: A petition has been filed with the Thirteenth Civil Court of the City of Mexico (the “State Court”) seeking a declaration that a judgement generated in early 2016 by that court in favour of the Aztec Companies (the “Judgement”) cannot be executed or enforced. The petition is based on what are, in the strong opinion of our legal counsel, certain fatal and incurable flaws which exist in the underlying documentation necessary to the registration of any title interest in favour of the Aztec Companies.  It should be noted that the Company does not expect to prevail in the State Court for reason of the demonstrated reluctance of the Mexican courts at this level to nullify previous decisions.  However, the Company fully expects to prevail at the Appeal Court level.  Such an eventual result would permanently prohibit any further attempt to enforce the Judgement.

 

  1. Amparo relating to Improper Service: An “amparo” action has been commenced in the Ninth District Court for Civil Matters in Mexico City (the “Amparo Court”) by Fierce Investments Ltd.  Fierce is seeking the nullification of the entire Aztec trial and the resulting Judgment for reason that Fierce was not notified of, or represented at the trial.  A successful outcome will result in the trial and the resulting Judgment being nullified without prejudice to Aztec’s ability to recommence the action.  However, any such initiative by the Aztec Companies would be unsupported by the true facts of the matter and they would have no legitimate claim to any interest in the Santo Tomas Concessions.  At present, the recent decision of the Amparo Court to deny the Fierce application due to a discrepancy between the corporate designation of the applicant and its designation during the Aztec trial is in the process of being appealed.  Once again, the Company expects that this application will be upheld at the appeal level.

 

  1. Criminal Complaint: In the course of these matters, certain facts have come to light which have prompted the decision to initiate a criminal complaint against Ron Arnold, the President of Aztec Copper Inc. and others.  This complaint relates to the activities of Arnold and his associates in regard to the procedural fraud which precipitated the Aztec Court judgement.  The Company will provide further details of this complaint once it is formally filed in Mexico.

 

  1. Arizona Corporate Action: Legal actions have been initiated in Arizona in regard to certain corporate matters involving Aztec Copper Inc. and its Alberta-based management.  To date, communication with Stephen C. Snyder, legal counsel responding on behalf of Aztec management, quite expectedly has generated a continuous process of obfuscation and avoidance.  At present, Aztec has failed to comply with two default judgements obtained in the Arizona Superior Court.  Furthermore, at a meeting of the shareholders of Aztec held on February 23, 2019 in Edmonton, Alberta, Aztec management intentionally withheld certain written information from those Aztec shareholders who questioned the status of the Santo Tomas matter.  The Company is now reviewing the details of that meeting so as to consider how those actions may affect the related matters currently before the Arizona courts.

 

  1. Administrative Appeal: Certain initiatives have been taken with the Mexican Mining Registry on behalf of the Mexican subsidiaries of Altamura Copper Corp., a B.C. company, the ownership of which is subject to an irrevocable purchase option held by the Company.  In 2016, the registration of the sale and transfer of the Santo Tomas concessions by one affiliate of Altamura to another was filed with the Mining Registry prior to the annotation in the Registry of the Aztec judgement.  While Mexican law favours the completion of that transfer, notice of a prior claim, since removed, caused the effective suspension of the Santo Tomas Concession transfer at that time.  The Company has subsequently taken the position that completion of the intended sale and transfer is not required until after the Aztec matter is finitely resolved.  In the meantime, Altamura indirectly controls fifty percent of the registered owner of the Santo Tomas concessions, Compania Minera Ruero S.A. de C.V., and holds an option to acquire the other fifty percent of the ownership, thereby providing a second pathway to outright control of the Santo Tomas project.  Furthermore, Oroco has received a legal opinion from Joaquin Cabrera, a senior partner in a highly-regarded Mexican law firm, that in regard to the underlying contract necessary to the enforcement of the Judgement, “the (Mexican Mining Registry) would never agree to register the Aztec Contract, and of that I am certain.”

 

Commenting on the Aztec judgement, Oroco President and CEO, Craig Dalziel stated: “Despite the fact that the Aztec Companies have an ill-gotten judgement noted in the Mexican Mining Registry, the Company firmly asserts that Aztec has no effective legal position.  Favourable resolution of the Aztec judgement issue on behalf of Altamura is only a matter of time, not a question of outcome.  Relevant members of the Mexican judiciary are now aware of the circumstances under which the Judgement was obtained, and those parties such as Ramon Parra of Mexico City that are attempting to advance the Aztec interests have been identified.  The only measurable consequence to the existence of the Aztec judgement is that it effects a corresponding delay in the commencement of the option period associated with the purchase by Altamura of the balance of the registered owner of the Santo Tomas concessions.  However, the existing outright control by Altamura of the contractual owner of the property, Xochipala Gold S.A. de C.V., allows the Company and its affiliates to continue to advance the Santo Tomas project.”

With respect to the status of the Altamura acquisition, the independent qualified person referenced in the Company’s January 14, 2019 news release is currently on site at Santo Tomas finalizing data accumulation in regard to the Technical Report which is necessary to support the acquisition of Altamura.  The Company expects the first draft of that report within 10 days. Thereafter, the Company will provide a full update on the project’s site-related activities.

 

For further information, please contact:

Mr. Craig Dalziel, President and CEO
Oroco Resource Corp.

Tel: 604-688-6200

www.orocoresourcecorp.com

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.

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, are forward-looking statements. There can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated or implied in such statements. 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.