SONORO GOLD ANNOUNCES CLOSING OF OVERSUBSCRIBED $4.9M PRIVATE PLACEMENT

Executive Summary

• Sonoro Gold Corp. closed an oversubscribed, non‑brokered private placement of 24.5 million units at CAD $0.20 per unit, generating gross proceeds of CAD $4.9 million.
• Each unit consists of one common share and one warrant (exercise price CAD $0.28, three‑year term). No finder fees were paid.
• Net proceeds will fund the final permitting and development of the Cerro Caliche open‑pit, heap‑leach gold project in Sonora, Mexico, and provide general working capital.

Key Details

• Units sold: 24,500,000 units @ CAD $0.20 per unit → Gross proceeds: CAD $4,900,000.
• Unit composition: 1 common share + 1 common‑share purchase warrant.
• Warrant terms: Right to purchase one additional common share at CAD $0.28 per share; exercisable for three years from closing.
• Hold period: Securities subject to a 4‑month plus one‑day hold period, ending May 1, 2026.
• TSX Venture Exchange: Conditional acceptance received; final acceptance pending.
• Insider participation: Insiders subscribed for 2,215,000 units (CAD $443,000), qualifying as a related‑party transaction under TSXV Policy 5.9 and MI 61‑101. Exemptions applied per Sections 5.5(a) and 5.7(1)(a).
• Use of proceeds: Primarily to fund ongoing development of the Cerro Caliche gold project (final permitting stage for an open‑pit, heap‑leach operation) and for general working capital.
• No finder fees were paid in connection with the offering.

Notable Quotes

• “The net proceeds from the Offering will be used to fund the ongoing development of the Company’s Cerro Caliche gold project in Sonora, Mexico and for general working capital purposes.” – Kenneth MacLeod, President & CEO

Materiality Assessment: Material – Positive (significant financing that directly supports a major development project).