OROCO RESOURCE CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED

November 30, 2021

(Expressed in Canadian Dollars)

Unaudited - Prepared by Management

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

The accompanying condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.

OROCO RESOURCE CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars)

(Unaudited) As at

November 30, 2021

May 31, 2021

ASSETS

Current

Cash

$

14,425,110

$

20,213,252

Restricted cash (Note 9)

97,000

97,000

Receivables

394,119

828,428

Prepaid expenses and advances

660,986

605,195

15,577,215

21,743,875

Marketable securities (Note 4)

271,044

271,044

Exploration and evaluation assets (Note 6)

39,854,599

32,306,267

Equipment (Note 7)

3,114,640

607,690

$

58,817,498

$

54,928,876

LIABILITIES AND SHAREHOLDERS' EQUITY

Current

Accounts payable and accrued liabilities (Notes 8 and 12)

$

2,353,731

$

1,124,177

Derivative liability (Note 9)

76,662

62,075

2,430,393

1,186,252

Deferred tax liability

13,443

13,443

2,443,836

1,199,695

Shareholders' equity

Share capital (Note 10)

67,241,197

63,754,078

Share subscriptions received in advance (Note 10)

-

138,650

Reserves (Note 10)

9,502,174

6,621,530

Deficit

(23,774,920)

(20,176,091)

Equity attributable to the Company's shareholders

52,968,451

50,338,167

Non-controlling interest (Note 11)

3,405,211

3,391,014

56,373,6621

53,729,181

$

58,817,498

$

54,928,876

Nature of operations and going concern (Note 1)

Contingency (Note 6(a))

Approved on behalf of the Board:

"Craig Dalziel"

"Ian Rice"

Craig Dalziel - Director

Ian Rice - Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

OROCO RESOURCE CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in Canadian Dollars)

(Unaudited)

For the Three

For the Three

For the Six

For the Six

Months Ended

Months Ended

Months Ended

Months Ended

November 30,

November 30,

November 30,

November 30,

2021

2020

2021

2020

Expenses

Business development

$

-

$

24,600

$

-

$

41,790

Consulting fees (Note 12)

56,000

64,750

107,000

121,000

Depreciation (Note 7)

142

170

284

340

Foreign currency loss (gain)

(51,636)

21,456

(111,996)

17,686

Management and director fees (Note 12)

114,000

88,375

216,000

170,500

Office and general

175,976

116,263

332,934

227,217

Professional fees (Note 12)

110,523

164,137

188,213

296,668

Share-based payment (Notes 10 and 12)

1,463,076

1,118,323

3,175,345

1,211,961

Shareholder communications and investor relations

95,425

26,304

126,064

37,125

Transfer agent and filing fees

27,316

12,709

46,992

24,046

Travel

53,161

18,835

77,284

21,044

Operating loss

(2,043,983)

(1,655,922)

(4,158,120)

(2,169,377)

Unrealized loss on fair value of derivative contract

(Note 9)

(51,138)

-

(14,587)

-

Royalty income (Note 5)

248,728

371,059

588,075

603,536

197,590

371,059

573,488

603,536

Loss for the period

(1,846,393)

(1,284,863)

(3,584,632)

(1,565,841)

Unrealized gain (loss) on fair value of

marketable securities (Note 4(a))

(112,025)

(196,043)

-

56,013

Loss and comprehensive loss for the period

$

(1,958,418)

$

(1,480,906)

$

(3,584,632)

$

(1,509,828)

Loss and comprehensive loss attributable to:

Equity holders of the Company

$

(2,001,404)

$

(1,458,628)

$

(3,598,829)

$

(1,459,225)

Non-controlling interest (Note 11)

42,986

(22,278)

14,197

(50,603)

$

(1,958,418)

$

(1,480,906)

$

(3,584,632)

$

(1,509,828)

Basic and diluted loss per common share

$

(0.01)

$

(0.01)

$

(0.02)

$

(0.01)

Weighted average number of common shares

outstanding - basic and diluted

192,221,593

167,275,996

191,320,521

160,259,933

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

OROCO RESOURCE CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Expressed in Canadian Dollars)

(Unaudited)

Share Capital

Reserves

Share

subscriptions

Other

Non-

received in

comprehensive

Stock option and

controlling

Number

Amount

advance

income (loss)

warrant

Deficit

interest

Total

$

$

$

$

$

$

$

May 31, 2020

147,367,405

35,081,553

-

(208,258)

3,259,540

(18,203,666)

7,152,789

27,081,958

Shares issued for cash

17,600,000

8,910,000

-

-

-

-

-

8,910,000

Share issue costs

-

(477,994)

-

-

392,120

-

-

(85,874)

Shares issued for option exercises

2,805,000

571,427

-

-

(218,301)

-

-

353,126

Shares issued for warrant exercises

4,375,200

1,648,034

-

-

-

-

-

1,648,034

Share subscriptions received in

advance

-

-

7,511,954

-

-

-

-

7,511,954

Unrealized gain on fair value of

marketable securities

-

-

-

56,013

-

-

-

56,013

Share-based payment

-

-

-

-

1,211,961

-

-

1,211,961

Loss for the period

-

-

-

-

-

(1,515,238)

(50,603)

(1,565,841)

November 30, 2020

172,147,605

45,733,020

7,511,954

(152,245)

4,645,320

(19,718,904)

7,102,186

45,121,331

May 31, 2021

189,068,886

63,754,078

138,650

(152,245)

6,773,775

(20,176,091)

3,391,014

53,729,181

Shares issued for option exercises

1,455,000

692,605

(55,000)

-

(292,730)

-

-

344,875

Shares issued for warrant exercises

2,759,957

2,794,514

(83,650)

-

(1,971)

-

-

2,708,893

Unrealized gain on fair value of

marketable securities

-

-

-

-

-

-

-

-

Share-based payment

-

-

-

-

3,175,345

-

3,175,345

Loss for the period

-

-

-

-

-

(3,598,829)

14,197

(3,584,632)

November 30, 2021

193,283,843

67,241,197

-

(152,245)

9,654,419

(23,774,920)

3,405,211

56,373,662

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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Oroco Resource Corp. published this content on 28 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 January 2022 19:54:06 UTC.