SONORO GOLD ANNOUNCES CLOSING OF OVERSUBSCRIBED $4 MILLION PRIVATE PLACEMENT

Executive Summary

• Sonoro Gold Corp. closed an oversubscribed, non‑brokered private placement of 20,500,000 units at $0.20 per unit, raising CAD 4.1 million in gross proceeds.
• Net proceeds will fund the Cerro Caliche flagship gold project (PEA update, final Rosario option payment) and support the spin‑off of the San Marcial gold‑silver project into subsidiary Oronos Gold Corp.
• The offering included finder’s fees, non‑transferable finder’s warrants, a 4‑month hold period, and insider participation amounting to CAD 401,459.40 in related‑party units.

Key Details

• Units sold: 20,500,000 (each unit = 1 common share + 1 common share purchase warrant).
• Price per unit: CAD $0.20 → Gross proceeds: CAD $4,100,000.
• Warrant terms: Each warrant allows purchase of one additional common share at CAD $0.28 for three years from closing.
• Finder’s compensation: $10,500 paid in cash; issuance of 52,500 non‑transferable finder’s warrants (exercise price $0.28, three‑year term).
• Hold period: All securities subject to a 4‑month plus one day hold ending 2026‑02‑23.
• TSX Venture Exchange: Conditional acceptance received; final acceptance pending.
• Insider participation: Insiders subscribed for 2,007,297 units → CAD $401,459.40 gross proceeds (treated as a related‑party transaction under TSXV Policy 5.9 and MI 61‑101). Exemptions relied on Sections 5.5(a) & 5.7(1)(a) of MI 61‑101.
• Use of proceeds:
• Primary: Fund ongoing development of Cerro Caliche project, including commissioning an updated Preliminary Economic Assessment (PEA).
• Secondary: Complete final payment under the Rosario option agreement to secure 100% ownership of Cerro Caliche mining concessions.
• Additional: Pay Change‑of‑Land‑Use fee and obtain regional permit required for Mexican mining operations.
• Further allocation: Capital for proposed spin‑off of San Marcial gold‑silver project into wholly owned subsidiary Oronos Gold Corp.

Notable Quotes

• “The successful closing of this private placement provides us with the capital needed to advance our flagship Cerro Caliche project and execute strategic initiatives such as the San Marcial spin‑off,” – Kenneth MacLeod, President & CEO.