SONORO GOLD ANNOUNCES FULLY SUBSCRIBED $3 MILLION PRIVATE PLACEMENT

Executive Summary

• Sonoro Gold Corp. announced a fully‑subscribed non‑brokered private placement of 15 million units at CAD $0.20 per unit, raising gross proceeds of CAD $3 million.
• Proceeds are earmarked for advancing the Cerro Caliche gold project, including commissioning an updated PEA, completing the final Rosario option payment to secure 100% ownership, and funding required permitting (ETJ) in Mexico.
• The offering includes common share purchase warrants exercisable at CAD $0.28 per share for three years and is expected to close around October 20, 2025, subject to TSX Venture Exchange acceptance.

Key Details

• Units Offered: 15,000,000 units (each unit = 1 common share + 1 warrant).
• Price per Unit: CAD $0.20.
• Gross Proceeds: CAD $3,000,000.
• Warrant Terms: One‑year‑later exercise right for an additional common share at CAD $0.28 per share; exercisable for three years from closing.
• Use of Proceeds:
• Fund ongoing development of the Cerro Caliche project in Sonora, Mexico.
• Commission an updated Preliminary Economic Assessment (PEA).
• Complete final payment under the Rosario option agreement to obtain 100% ownership of Cerro Caliche mining concessions.
• Pay Change of Land Use (“ETJ”) permit fees required for Mexican mining operations.
• Closing Date: Expected on or about October 20, 2025.
• Finder’s Fees: May be paid in accordance with TSX Venture Exchange policies for units placed with assistance from registered securities dealers.
• Related‑Party Participation: Insiders (officers/directors) may participate; transaction relies on MI 61‑101 exemptions (valuation <25% of market cap, no minority shareholder approval required).
• Holding Period: All securities issued are subject to a four‑month plus one‑day hold period in Canada from the closing date.
• Regulatory Conditions: Offering is subject to acceptance by the TSX Venture Exchange.

Notable Quotes

• “The successful completion of this private placement provides us with the necessary capital to advance our Cerro Caliche project, secure full ownership, and move forward with critical permitting work,” – Kenneth MacLeod, President & CEO.