Sonoro Metals Announces Closing of $8 Million Private Placement Including the Fully Subscribed 60% Overallotment Option

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VANCOUVER, British Columbia, Aug. 12, 2020 (GLOBE NEWSWIRE) -- Sonoro Metals Corp. (TSXV: SMO | OTCQB: SMOFF | FRA: 23SP) (“Sonoro” or the “Company”) is pleased to announce that it has closed a non-brokered private placement for $8,000,000 with a lead order from Palisades Goldcorp Ltd.  The private placement was initially announced on July 23, 2020 for 22,727,273 Units and was increased, as announced on July 31, 2020, by way of an overallotment option of up to 60% (i.e. an additional 13,636,364 Units) at $0.22 per Unit, for total gross proceeds of $8,000,000 (collectively, the “Offering”).  Each Unit consists of one Sonoro Common Share and one Share Purchase Warrant.  Each warrant entitles the holder to purchase one additional Sonoro Common share for a period of three years from the closing date at an exercise price of $0.30 per share. 

All securities issued and issuable in connection with the Offering will be subject to a 4-month hold period ending December 13, 2020.  The Offering has received conditional acceptance from the TSX Venture Exchange but remains subject to the receipt of final approval from the TSX Venture Exchange.

In connection with the Offering, the Company entered into finder’s fee agreements with Mackie Research Capital Corp., PI Financial Corp., Haywood Securities Inc., Canaccord Genuity Corp., Arbora A.G., Raymond James, Echelon Wealth Partners Inc. and Odlum Brown (collectively, the “Finders” and each, a “Finder”) pursuant to which the Company paid to each arm’s length Finder:
(i) at the election of the Finder, either a cash finder’s fee or Units equal to 7% of the gross proceeds raised from subscribers introduced to the Company by the Finder and
(ii) such number of non-transferable finder’s warrants (the “Finder’s Warrants”) equal to 7% of the gross proceeds raised from subscribers introduced to the Company by the Finder. 
Each Finder’s Warrant entitles the Finder to purchase one common share in the capital of the Company at a price of $0.30 for a period of three years following the closing of the Offering.  Odlum Brown will only receive a cash finder’s fee with respect to its portion of the Finder’s Fee.

Directors and officers of the Company participated in the Offering by subscribing for 1,593,181 Units, constituting a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  The Company relied 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 did not exceed 25% of the Company’s market capitalization.