Mr. Kenneth MacLeod reports
SONORO GOLD ANNOUNCES FULLY SUBSCRIBED $3 MILLION PRIVATE PLACEMENT
Sonoro Gold Corp. has arranged a fully subscribed non-brokered private placement offering consisting of 15 million units at a price of 20 cents per unit, for gross proceeds of $3-million.
Each unit will be composed of one Sonoro common share and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional Sonoro common share for a period of three years from the closing of the private placement at an exercise price of 28 cents per share.
The proceeds will be used to finance continuing development of the company's Cerro Caliche gold project in Sonora, Mexico. The company will commission an updated preliminary economic assessment and complete the final payment due under the Rosario option agreement, thus securing 100-per-cent ownership of the entire Cerro Caliche mining concessions. Funds will also be allocated for the change of land use payment, or Autorizacion en Cambio de Uso de Suelo (ETJ), the regional permit required for mining operations in Mexico.
The offering is expected to close on or about Oct. 20, 2025, and the company may pay finders' fees, as permitted under the policies of the TSX Venture Exchange, in respect of units placed with the assistance of registered securities dealers.
The company anticipates that certain insiders of the company, including officers and/or directors, may participate in the offering and any such participation will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company intends to rely on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101, as the fair market value of the transaction will not exceed 25 per cent of the company's market capitalization.
All securities issued and issuable in connection with the offering will be subject to a four-month-plus-one-day hold period in Canada from the closing date. The offering is subject to TSX Venture Exchange acceptance.
About Sonoro Gold Corp.
Sonoro Gold is a publicly listed exploration and development company holding the development-stage Cerro Caliche project and the exploration-stage San Marcial project in Sonora state, Mexico. The company has highly experienced operational and management teams with proven records for the discovery and development of natural resource deposits.
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