Sonoro Gold Corp. (TSX-V: SGO) (OTCQB: SMOFF) (FRA: 23SP) is pleased to announce that it has closed its previously announced oversubscribed, non-brokered private placement of 20,500,000 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.