SONORO GOLD CLOSES OVER-SUBSCRIBED $1 MILLION NON-BROKERED PRIVATE PLACEMENT

VANCOUVER, Canada, April 02, 2024 (GLOBE NEWSWIRE) -- Sonoro Gold Corp. (TSXV: SGO | OTCQB: SMOFF | FRA: 23SP) (“Sonoro” or the “Company”) is pleased to announce that it has closed the final tranche of its over-subscribed non-brokered private placement (the “Offering”) for additional gross proceeds of C$616,079. Together with the first tranche of the Offering, the Company issued 23,350,009 units (the “Units”) at a price of C$0.05 per Unit, for gross proceeds of C$1,167,500.

Each Unit consists of one Sonoro common share and one common share purchase warrant. Each warrant entitles 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 C$0.07 per share.

The net proceeds from the Offering will be used to fund the ongoing development of the Company’s Cerro Caliche gold project in Sonora, Mexico.

In connection with the Offering, the Company paid $5,950 in Finder’s fees and issued 77,000 in non-transferable three-year Finder’s Warrants at an exercise price of $0.07 and 42,000 non-transferable two-year Finder’s Warrants at an exercise price of $0.05 for a total of 119,000 Finder’s Warrants.

All securities issued and issuable in connection with the Final Tranche are subject to a 4-month plus one day hold period ending July 29, 2024. The Offering has received conditional acceptance from the TSX Venture Exchange but remains subject to receipt of final acceptance from the TSX Venture Exchange.

Directors and Officers of the Company participated in the final tranche by subscribing for 4,983,500 Units for gross proceeds of C$249,175, 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.