VANCOUVER, Canada, December 19, 2024 – Sonoro Gold Corp. (TSXV: SGO | OTCQB: SMOFF | FRA: 23SP) (“Sonoro” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement (the “Offering”) of 5,555,556 units (the “Units”) at a price of C$0.09 per Unit, for gross proceeds of C$500,000.   

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 two years from the closing of the private placement at an exercise price of C$0.14 per share.

In connection with the Offering, the Company paid $6,160 in Finder’s Fees and issued 68,446 in non-transferable Finder’s Warrants for a period of two years at an exercise price of $0.14.

All securities issued and issuable in connection with the Offering are subject to a 4-month plus one day hold period ending January 26, 2025. 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 1,668,906 Units for gross proceeds of C$150,202, 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 to fund the ongoing development of the Company’s Cerro Caliche gold project in Sonora, Mexico and for general working capital purposes.