Sonoro Gold Announces Closing of Oversubscribed $3.1 Million Private Placement - Seite 2

Directors and officers of the Company participated in the Offering by subscribing for 2,449,999 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.

The net proceeds from the Offering will be used principally to fund Sonoro’s ongoing development plans at its Cerro Caliche Gold Project located in Sonora, Mexico, including completion of metallurgical testing, preparation of a 43-101 resource update, a Preliminary Economic Assessment, in addition to property maintenance payments, and secondarily for corporate and general administrative expenses.

Sonoro’s President and CEO, Kenneth MacLeod stated, “In light of the determination of Sonoro’s management to maintain a strong percentage ownership in the Company, we are pleased to report that members of the senior executive team contributed to 14% of the private placement financing. In addition, all members of the technical and management teams have demonstrated their commitment to the Company’s exploration and development plans for the Cerro Caliche project.”

Sonoro’s Chairman John Darch added, “Since the completion of our $8 million financing in September 2020, exceptional drilling results support the Company’s conceptual plan to develop a heap leach mining operation (“HLMO”) having a capacity of between 15,000 to 20,000 tons per day. The reception to this current financing, which continued to be oversubscribed despite being increased in size twice, reflects investors' confidence in the Company’s plans.  We expect that the funds raised will sustain our operations beyond the completion of a 43-101 resource update and a Preliminary Economic Assessment, both expected by this July. On behalf of the Sonoro executive team, I would like to emphasize our confidence that these independent reports will reflect both a material increase and upgrade in our current inferred resource¹, together with robust economics for the conceptual heap leach mining operation, which we anticipate will enable us to raise debt financing to construct the HLMO with the objective to commence production in early 2022."