Sonoro Gold gets TSX-V approval for Cerro Caliche

Executive Summary

• Sonoro Gold received final TSX Venture Exchange acceptance of a lease granting 100% surface and mineral rights for the Cerro Caliche gold project.
• The company satisfied year‑one cash obligations ($3.125 M USD) and will issue 5.0 million common shares (C$0.15 each) to the lessor, subject to a four‑month resale restriction.
• Year‑one payments were funded by $2.9 M USD unsecured loans from directors (10% interest + 7% fee), repayable upon project financing or mine production.

Key Details

• Lease Terms: Up to 25 years total – an initial 12.5‑year term with a renewable option for another 12.5 years; covers the entire 1,400‑ha Cerro Caliche property and exceeds the area needed for the initial operation.
• Cash Consideration Paid: $3,125,000 USD paid to lessor in year one of the agreement.
• Share Consideration: 5,000,000 common shares to be issued at a deemed price of C$0.15 per share; shares subject to a four‑month resale restriction per Canadian securities regulations.
• Related Party Loans: Directors provided unsecured shareholder loans totaling $2.9 M USD, bearing 10% annual interest plus a 7% lending fee; repayable on or before completion of project financing or from mine production revenues.
• Regulatory Exemptions: The loan transaction qualifies as a “related party transaction” under MI 61‑101; Sonoro relies on Sections 5.5(a) and 5.7(f) for exemption from formal valuation and minority shareholder approval.
• Project Status: Cerro Caliche is in final permitting for an open‑pit, heap‑leach operation; only 30% of identified mineralized zones have been drilled/assayed to date. Planned initial plant capacity: 12,000 t/day.
• Historical Context:
• MRE filed March 2023 based on 55,360 m drill data (498 holes, 17 trenches).
• PEA (Oct 2023) shows after‑tax NPV5 of $47.7 M USD (gold $1,800/oz) and IRR 45%; at $2,000/oz gold, NPV5 $77 M USD and IRR 63%.
• Qualified Person: Stephen Kenwood, P.Geo., director of Sonoro, has reviewed and approved the release under NI 43‑101.

Notable Quotes

“The execution of this surface rights lease is a critical milestone that secures our ability to develop Cerro Caliche into a producing mine and provides the foundation for future expansion.” – Kenneth MacLeod, President & CEO, Sonoro Gold Corp.