OROPLATA RESOURCES, INC. (OTCMKTS:ORRP) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 – Entry into a Material Definitive Agreement.

First Waiver and Amendment Agreement

As previously reported on Form 8-K filed with the Securities and
Exchange Commission, onFebruary 27, 2017, Oroplata Resources,
Inc. (the Company) entered into a Waiver and
Amendment Agreement dated February 15, 2017 (the First
Waiver Amendment) with Tangiers
Investment Group, LLC, a Delaware limited liability company
(Tangiers and, together with the Company, the
Parties and each, a Party), to
which Tangiers agreed to waive certain events of default and to
amend certain provisions set forth in the Transaction Documents.

to the terms of the First Waiver Amendment, Tangiers (i) waived
any and all existing Events of Default (as defined in each
respective Transaction Document), remedies, including
acceleration, arising out of Events of Default and the
application of the default interest rate, if any, as set forth in
the Transaction Documents existing and occurring prior to
February 15, 2017, or continuing after such date, (ii) amended
certain Events of Default provisions in the Registration Rights
Agreement, the July Note and the September Note, and (iii)
amended the Maturity Date as defined as it appears in each of the
Transaction Documents to December 31, 2017.

As used herein, Transaction Documents
collectively shall be defined to refer to that certain Investment
Agreement dated July 18, 2016 (the Investment
Agreement), that certain Registration Rights Agreement
dated July 18, 2016 (the Registration Rights
Agreement), that certain 10% convertible promissory note
in the principal amount of $75,000 dated July 18, 2016 (the
Commitment Fee Note), that certain original
issue discount 10% fixed convertible promissory note in the
amount of $121,000 dated July 18, 2016 (the July
Note), that certain 10% fixed convertible promissory
note in the principal amount of up to $550,000 dated September
28, 2016 (the September Note), that certain 10%
convertible promissory note in the principal amount of up to
$250,000 dated February 16, 2017 (the February
Note, and, collectively with the Commitment Fee
Note, the July Note, the
September Note, the Notes.),
the First Waiver Amendment, the Second Waiver Amendment (defined
below), and all other agreements entered into between the Parties
to the extent currently existing.

Second Waiver and Amendment Agreement

On May 18, 2017, the Company entered into a Second Waiver and
Amendment Agreement with Tangiers (the Second Waiver
Amendment), to which Tangiers agreed to (i) waive
certain events of default that have occurred under the
Transaction Documents, including any defaults under any other
agreement entered into by and between the Parties, which events
of default have occurred after the effective date of the Second
Waiver Amendment, are now existing or that shall continue to
exist after the execution date of the Second Waiver Amendment,
(ii) amend certain provisions provided under the Transaction
Documents, and (iii) grant an extension of the filing and
effectiveness deadlines of the registration statement required to
be filed under to the Registration Rights Agreement.

to the terms of the Second Waiver Amendment, Tangiers and any of
its successors or assigns (i) waived, without any recourse or
remedy, any and all existing Events of Default (as defined in
each respective Transaction Document), remedies, including
acceleration, arising out of Events of Default and the
application of the default interest rate, if any, as set forth in
the Transaction Documents, occurring prior to May 18, 2017 or
continuing after such date; (ii) amended certain provisions
relating to certain conversion rights in the Notes that arise out
of defaults under the Notes; (iii) amended the number of resale
securities to be registered to the Registration Rights Agreement;
and (iv) granted an extension of the filing and effectiveness
deadlines of the registration statement required to be filed
under the Registration Rights Agreement.

The First Waiver Amendment and the Second Waiver Amendment
(collectively, the Amendments) shall be
construed in connection with and as part of the Transaction
Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Transaction Documents,
except as amended therein, shall remain in full force and effect.
Any and all provisions of the Transaction Documents which are
inconsistent with the Amendments are deemed amended, modified or
waived to the extent necessary to give effect to the Amendments.

The foregoing description of the terms of the Transaction
Documents does not purport to be complete and is subject to, and
qualified in its entirety by reference to the exhibits filed
herewith, which exhibits are incorporated herein by reference.

ITEM 9.01 – Financial Statements and Exhibits.

(d)Exhibits

* Filed herewith.

About OROPLATA RESOURCES, INC. (OTCMKTS:ORRP)

Oroplata Resources Inc, located in Puerto Plata, Dominican Republic, is an exploration stage company engaged in mineral properties mining. It was founded in 2011.

OROPLATA RESOURCES, INC. (OTCMKTS:ORRP) Recent Trading Information

OROPLATA RESOURCES, INC. (OTCMKTS:ORRP) closed its last trading session 00.000 at 0.190 with 194,434 shares trading hands.