SONORO GOLD ANNOUNCES CLOSING OF OVERSUBSCRIBED $15.5M PRIVATE PLACEMENT

Executive Summary

• Sonoro Gold Corp. closed an oversubscribed, non-brokered private placement of 62,000,000 units at $0.25 per unit, generating CAD $15.5 million in gross proceeds.
• Net proceeds will fund the ongoing development of the Cerro Caliche gold project in Sonora, Mexico, and general working capital.
• The company simultaneously announced the commencement of a 50,000-meter drilling program, the acquisition of 11 new mineral concessions, and active permitting for an open-pit, heap leach mining operation.

Key Details

• Financing Structure & Proceeds: Closed non-brokered private placement of 62,000,000 Units at $0.25 per unit for gross proceeds of CAD $15,500,000.
• Warrant Terms: Each Unit consists of one common share and one common share purchase warrant. Warrants are exercisable for three years from closing at an exercise price of CAD $0.34 per share.
• Finder’s Compensation: Paid $87,450 in cash Finder’s Fees and issued 349,800 non-transferable Finder’s Warrants (3-year term, $0.34 exercise price).
• Hold Period: All securities subject to a 4-month plus one day hold period ending October 11, 2026.
• Regulatory Status: Received conditional acceptance from the TSX Venture Exchange; remains subject to final acceptance.
• Insider Participation: Insiders subscribed for 5,524,640 Units for gross proceeds of $1,381,160. Transaction structured as a related party transaction under TSXV Policy 5.9 and MI 61-101, relying on exemptions from formal valuation and minority shareholder approval requirements as the transaction value did not exceed 25% of market capitalization.
• Use of Proceeds: Funding ongoing development of the Cerro Caliche gold project and general working capital.
• Exploration & Project Expansion: Commenced a 50,000-meter drilling program at Cerro Caliche and acquired 11 additional mineral concessions.
• Development & Production Plans: Proceeding with permitting for an open-pit, heap leach mining operation targeting an initial 10-year production at a projected capacity of up to 16,000 tonnes per day.