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SONORO GOLD ANNOUNCES CLOSING OF OVERSUBSCRIBED $0.6 MILLION NON-BROKERED PRIVATE PLACEMENT

VANCOUVER, Canada, October 19, 2022 – Sonoro Gold Corp. (TSXV: SGO | OTCQB: SMOFF | FRA: 23SP) (“Sonoro” or the “Company”) is pleased to announce that it has closed an oversubscribed, non-brokered private placement of 4,160,732 units (the “Unit”) at $0.15 per unit, for aggregate gross proceeds of $624,110 (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 two years from the closing date at an exercise price of $0.225 per share.

All securities issued and issuable in connection with the Offering will be subject to a 4-month plus one day hold period ending February 20, 2023. The Offering has received conditional acceptance from the TSX Venture Exchange but remains subject to receipt of final acceptance from the TSX Venture Exchange.

In connection with the Offering, the Company entered into finder’s fee agreement with GloRes Securities Inc. (“Finder”) pursuant to which the Company paid to the Finder:

  1. a cash finder’s fee equal to 7% of the gross proceeds raised from subscribers introduced to the Company by the Finder, and

  1. non-transferable finder’s warrants (the “Finder’s Warrants”) equal in number 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 $0.225 for a period of two years following the closing of the Offering.

In total, the Company paid $3,500 in Finder’s fees and issued 23,333 in non-transferable Finder’s Warrants.

Directors and Officers of the Company participated in the Offering by subscribing for 800,000 Units for gross proceeds of $120,000, 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 a proposed heap leach mining operation at the Company’s Cerro Caliche gold project in Sonora, Mexico.


Our LATAM Partner:MONTT GROUP