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

ITEM 1.01 Entry into a Material Definitive Agreement.

ITEM 3.02 Unregistered Sales of Equity
Securities.

Financing

On July 18, 2016, Oroplata Resources, Inc. (the
Company) entered into an Investment Agreement
(the Investment Agreement)with Tangiers
Investment Group, LLC, a Delaware limited liability company
(Tangiers and together with the Company, the
Parties and each, a Party). to
the Investment Agreement, the Company agreed to issue and sell to
Tangiers an indeterminate number of shares of the Companys common
stock, par value $0.001 per share (the Common
Stock) in exchange for Tangiers commitment to invest up
to an aggregate of Five Million Dollars ($5,000,000), based upon
an exemption from registration provided under Section 4(a)(2) of
the 1933 Securities Act, and Section 506 of Regulation D
promulgated thereunder. Concurrently, the Company and Tangiers
entered into a Registration Rights Agreement (the
Registration Rights Agreement), as inducement to
Tangiers to execute and deliver the Investment Agreement, whereby
the Company agreed to use its best efforts to file, within
forty-five (45) days of the date of the Registration Rights
Agreement, with the Securities and Exchange Commission (the
SEC) a registration statement or registration
statements (as is necessary) on Form S-1 (the
Registration Statement), covering the resale of
shares of Common Stock issuable to Tangiers under the Investment
Agreement.

In accordance with the terms of the Investment, the Company
issued to Tangiers a 10% Convertible Promissory Note in the
principal amount of $75,000 (the Commitment Fee
Note) due on February 18, 2017 (the Commitment
Maturity Date), to evidence its commitment to file the
Registration Statement.

July Note

As previously reported on the Companys Current Report on Form 8-K
filed with the SEC on October 3, 2016 (the Current
Report), further in connection with the Investment
Agreement and the Registration Rights Agreement, on July 18,
2016, the Company issued to Tangiers an original issue discount
(such discount valued at $11,000) 10% fixed convertible
promissory note in the principal amount of $121,000 (the
July Note) due April 18, 2017 (the
July Maturity Date). As an
investment incentive for Tangiers to purchase the July Note, the
Company concurrently issued to Tangiers a common stock purchase
warrant, which allows Tangiers to subscribe for and purchase from
the Company, up to 121,000 shares (as subject to adjustment as
provided therein) of Common Stock at an exercise price of $0.50
per share for a term of five (5) years (the
Warrants).

September Note

Also as previously reported in the Current Report, the Company
sold a 10% fixed convertible promissory note dated September 28,
2016 in the principal amount of up to $550,000 (the
September Note, and, together with the
Commitment Fee Note and the July
Note, the Notes) to Tangiers for
initial cash consideration of $100,000 and an initial issue
discount of $10,000 retained by Tangiers for due diligence and
legal fees related to the purchase of the September Note,
resulting in an initial principal due under the September Note in
the amount of $110,000 on September 28, 2017 (the
September Maturity Date and together with the
Commitment Maturity Date and the July
Maturity Date, the Maturity Date).

Security Agreement and Subsidiary Guarantee

Also as previously reported in the Current Report, as inducement
for Tangiers to purchase the Notes and to enter into any and all
other agreements to be entered into in connection with the
transactions contemplated thereby, Tangiers and the Companys
subsidiary, Lithortech Resources, Inc. (the
Guarantor) entered into a subsidiary guarantee
dated as of September 28, 2016 (the Guaranty).
to the terms of the Guaranty, the Guarantor has agreed to act as
surety for payment of the Notes and the other obligations
represented by Transaction Documents (as defined herein).

Further as collateral for the Companys obligations under the
Notes and Transaction Documents, and as further inducement of
Tangiers to extend the loans as evidenced by the Notes and to
enter into the Transaction Documents, the Parties, together with
the Guarantor, entered into a security agreement (the
Security Agreement) whereby the Company and
Guarantor each agreed to grant a security interest in certain
property owned by each a security for payment, performance an
discharge in full of all of the Companys obligations under the
Notes and other Transaction Documents, including the Guarantors
obligations under the Guaranty. The Security Agreement terminates
upon payment in full of the notes and all other obligations have
been paid or discharged.

As used herein, Transaction Documents
collectively refers to the Investment Agreement, the Registration
Rights Agreement, the Commitment Fee Note, the July Note, the
September Note, the Warrants, the Guaranty, the Security
Agreement, the Amendment and all other agreements entered into
between the Parties to the extent currently existing.

Waiver and Amendment Agreement

On February 15, 2017, as a result of the Companys failure to file
the Registration Statement, among other things, in accordance
with the provisions set forth in the Transaction Documents, the
Company and Tangiers entered into a Waiver and Amendment
Agreement (the Amendment) 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
are not existing or that shall continue to exist after the date
of the Amendment, (ii) amend certain provisions provided under
the Transaction Documents and (iii) grant an extension of the
Maturity Date of each of the Notes.

to the terms of the Amendment, Tangiers and any of its successors
or assigns 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 February 15, 2017, or continuing after such
date. Tangiers also agreed to the amendment of certain Events of
Default provisions in the Registration Rights Agreement, the July
Note and the September Note. Further, the Tangiers agreed to
amend the definition of Maturity Date, as it appears in each of
the Transaction Documents, to December 31, 2017.

The Amendment 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 Amendment
are deemed amended, modified or waived to the extent necessary to
give effect to the Amendment.

In consideration of Tangiers agreements and waivers, the Company
issued to Tangiers a common stock purchase warrant to subscribe
for and purchase from the Company, up to 500,000 shares of Common
Stock at an exercise price of $0.15 per share (as subject to
adjustment as provided therein) for a term of five (5) years from
the date of issuance. The Company also agreed to use its best
efforts to file the Registration Statement with the SEC within 90
days of the date of the Amendment and to use it best efforts to
have the Registration Statement declared effective within 180
days of February 15, 2017.

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.

Share Exchange

On February 16, 2017, as consideration for the surrender and
cancellation of 2,000,000 shares of Common Stock issued and
outstanding held by Tangiers, the Company exchanged and issued a
common stock purchase warrant which allows Tangiers to subscribe
for and purchase from the Company, up to 2,000,000 shares (as
subject to adjustment as provided therein) of Common Stock at an
exercise price of $0.001 per share (as subject to adjustment as
provided therein) for a term of five (5) years (the
Tangiers Warrant).

The foregoing description of the Tangiers Warrant issued as part
of the share exchange 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

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 down -0.001 at 0.250 with 194,434 shares trading hands.