Sonoro Gold closes $4.1-million private placement

Executive Summary

• Sonoro Gold Corp. has closed an oversubscribed, non-brokered private placement raising gross proceeds of $4.1 million.
• The company issued 20.5 million units at $0.20 per unit, with insiders subscribing for approximately $401,459.
• Net proceeds will primarily fund the development of the Cerro Caliche gold project in Mexico, including securing 100% ownership of the mining concessions and funding a preliminary economic assessment.

Key Details

• Transaction Structure: Non-brokered private placement of 20.5 million units.
• Price: $0.20 per unit.
• Gross Proceeds: $4.1 million.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant allows the purchase of one additional common share at an exercise price of $0.28 per share for a period of three years from closing.
• Finders' Fees: $10,500 paid in cash; 52,500 non-transferable finders' warrants issued (3-year term, $0.28 exercise price).
• Hold Period: Four months plus one day, ending February 23, 2026.
• Regulatory Status: Received conditional acceptance from the TSX Venture Exchange; subject to final acceptance.
• Insider Participation: Insiders subscribed for 2,007,297 units for gross proceeds of $401,459.40.
• Regulatory Exemptions: Relied on Section 5.5(a) and 5.7(1)(a) of MI 61-101 for exemptions from formal valuation and minority shareholder approval, as the transaction value did not exceed 25% of market capitalization.
• Use of Proceeds:
  • Financing continuing development of the Cerro Caliche gold project in Sonora, Mexico.
  • Commissioning an updated preliminary economic assessment.
  • Completing the final payment under the Rosario option agreement to secure 100% ownership of the Cerro Caliche mining concessions.
  • Payment for change of land use and regional permits required for mining operations in Mexico.
  • Funding the proposed spinoff of the San Marcial gold-silver project into the wholly owned subsidiary, Oronos Gold Corp.