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 24,500,000 units at $0.20 per unit, for gross proceeds of CAD $4,900,000.  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.

No finder fees were paid in connection with the Offering.

All securities issued and issuable in connection with the Offering are subject to a 4-month plus one day hold period ending May 1, 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 2,215,000 Units for gross proceeds of $443,000, 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 the Company’s Cerro Caliche gold project in Sonora, Mexico and for general working capital purposes. The project is in the final permitting stage for a proposed open-pit, heap leach mining operation.

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.