Oroco Resource Corp.

TSX VENTURE : OCO
FRANKFURT : OR6


Oroco Resource Corp.

January 28, 2013 07:30 ET

Oroco Signs Agreement to Sell Cerro Prieto

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 28, 2013) - Oroco Resource Corp ("Oroco") (TSX VENTURE:OCO)(FRANKFURT:OR6) is pleased to announce that it has entered into a binding agreement with Goldgroup Mining Inc. ("Goldgroup") (TSX:GGA)(OTC:GGAZF)(BMV SIC:GGAN.MX) pursuant to which Oroco will sell to Goldgroup a 100% interest in Minas de Oroco Resources, S.A. de C.V., Oroco's Mexican subsidiary which holds a 100% interest in the Company's Cerro Prieto Project (the "Properties") in Sonora State, Mexico.

Total consideration for the acquisition will be US$18 million, which shall be comprised of an initial payment of US$4,500,000 on closing and quarterly payments based on a calculation of US$150 per ounce for each ounce of gold produced from the Properties, subject to minimum quarterly payments (the "Minimum Payments") of US$625,000 (for a total of US$2,500,000 per year) commencing one year after closing. Quarterly payments shall be made until either the full purchase price of US$18,000,000 is paid, representing 90,000 ounces of production, or Goldgroup permanently ceases production from the Properties. If commercial production does not commence at Cerro Prieto prior to January 1, 2014, the first two quarterly payments shall be reduced to US$250,000, with the annual minimum to be fulfilled by the fourth quarterly payment and the minimum quarterly payments maintained thereafter.

In addition, under the terms of the agreement, and subject to the approval of the TSX Venture Exchange, Goldgroup shall subscribe within seven days for a private placement of five million units in Oroco at a price of CAD$0.20 per unit, with each unit being comprised of one common share and one non-transferable share purchase warrant entitling Goldgroup to purchase one common share of Oroco for CAD$0.25 for a period of two years from the date of closing of the private placement.

The closing of the sale is subject to Oroco obtaining binding lock-up agreements from shareholders representing not less than 22% of the outstanding shares of the Company, the approval of the shareholders of the Company, the approval of the TSX Venture and the Toronto Stock Exchange, and material adverse change exceptions. In addition, the parties have agreed that Oroco will pay Goldgroup a US$500,000 break fee if Oroco does not complete the transaction by June 30, 2013.

Craig Dalziel, President & CEO of Oroco, commented, "This transaction very importantly eliminates Oroco's current debt obligations and provides Oroco with cash sufficient to allow the Company to focus on its newly-registered Xochipala property in the Guerrero Gold Belt. The prospect of sustained working capital should minimize near-term share dilution and provide Oroco with the opportunity to more aggressively pursue its highly-prospective target at Xochipala."

The Cerro Prieto Project is a permitted gold and silver project located in northern Sonora State, Mexico, comprised of mineral concessions totaling approximately 7,000 hectares and containing approximately 17.5 kilometers of strike length of the mineralized structure hosting the current resource. In December of 2010, Oroco announced a positive preliminary economic assessment highlighting an open pit gold-silver mining operation at Cerro Prieto and in early 2012 Oroco announced the receipt of the Environment Impact Statement (Manifestacion de Impacto Ambiental) and the Authorization of Change of Land Use (Estudio Tecnico Justificativo para Cambio de Uso de Suelo) for the Cerro Prieto Project.

About Oroco

Oroco is a Canadian-based mineral exploration company focused on its two Mexican gold projects, the 7,000 ha Cerro Prieto Project in northern Sonora State, Mexico and the 193 ha Xochipala Property, lying within the original Morelos National Mining Reserve in Guerrero State, Mexico.

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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