CLOSED OVERSUBSCRIBED $4 MILLION PRIVATE PLACEMENT
VANCOUVER, Canada, October 22, 2025 – Sonoro Gold Corp. (TSXV: SGO | OTCQB:
SMOFF | FRA: 23SP) (“Sonoro” or the “Company”) is pleased to announce that it has closed
its previously announced oversubscribed, non-brokered private placement of 20,500,000 units
(the “Units”) at $0.20 per unit, for gross proceeds of CAD $4,100,000. 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 CAD $0.28 per share.
In connection with the Offering, the Company paid $10,500 in Finder’s Fees and issued 52,500
non-transferable Finder’s Warrants for a period of three years at an exercise price of $0.28.
All securities issued and issuable in connection with the Offering are subject to a 4-month plus
one day hold period ending February 23, 2026. The Offering has received conditional
acceptance from the TSX Venture Exchange but remains subject to receipt of final acceptance
from the TSX Venture Exchange.
Insiders of the Company participated in the Offering by subscribing for 2,007,297 Units for
gross proceeds of $401,459.40, 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 primarily to fund ongoing development of the
Company’s flagship Cerro Caliche gold project in Sonora, Mexico including the commissioning
of an updated Preliminary Economic Assessment and completing the final payment due under
the Rosario option agreement, thus securing 100% ownership of the entire Cerro Caliche
mining concessions. Funds will also be allocated for the Change of Land Use payment, the
regional permit required for mining operations in Mexico.
The Company will also allocate funds to the proposed spin-off of the San Marcial gold-silver
project into Sonoro’s wholly owned Sonoro subsidiary, Oronos Gold Corp.
About Sonoro Gold Corp.
Sonoro Gold Corp. 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 track records for the discovery and development of natural resource
deposits.
To keep up-to-date on Sonoro’s developments, please join our online communities on X,
Facebook, LinkedIn, Instagram and YouTube , and visit Sonoro’s website and subscribe to
receive the latest news and updates delivered straight to your inbox.
On behalf of the Board of SONORO GOLD CORP.
Per: “Kenneth MacLeod”
Kenneth MacLeod
President & CEO
For further information, please contact:
Sonoro Gold Corp. – Tel: (604) 632-1764
Email: info@sonorogold.com
Forward-Looking Statement Cautions:
This press release may contain “forward-looking information” as defined in applicable Canadian securities legislation. All
statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the
Cerro Caliche project, and future plans and objectives of the Company, constitute forward looking information that involve various
risks and uncertainties, including statements regarding project permitting and the Company’s intention to develop and operate
the proposed Cerro Caliche gold mine. Although the Company believes that such statements are reasonable based on current
circumstances, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are
statements that are not historical facts; they are generally, but not always, identified by the words “expects”, “plans”, “anticipates”,
“believes”, “intends”, “estimates”, “projects”, “aims”, “potential”, “goal”, “objective”, “prospective” and similar expressions, or that
events or conditions “will”, “would”, “may”, “can”, “could” or “should” occur, or are those statements, which, by their nature, refer
to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the
Company’s management on the date the statements are made and they involve a number of risks and uncertainties, including
the possibility of unfavorable exploration and test results, the lack of sufficient future financing to carry out exploration and
development plans and unanticipated changes in the legal, regulatory and permitting requirements for the Company’s exploration
programs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-
looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law or the policies of the TSX Venture
Exchange. Readers are encouraged to review the Company’s complete public disclosure record on SEDAR at www.sedar.com.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
in the United States. The securities referred to herein have not been and will not be registered under the Securities Act
of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction
in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act (“Regulation S”),
except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities
Act”
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release
