VANCOUVER, Canada, November 25, 2014, Sonoro Metals Corp., (“Sonoro” or the “Company”) (TSXV: SMO), announces that, for administrative and regulatory reasons, the proposed Non-Flow-Through (“NFT”) portion of the private placement for an aggregate total of $1,215,000 announced on November 21, 2014 (the “Offering”), has been divided into two separate NFT private placements. Sonoro intends to first close the private placement for 7,000,000 Non-Flow-Through Units (each an “NFT Unit”) at a price of $0.10 per NFT Unit for proceeds of $700,000, followed by a second private placement of 3,000,000 NFT Units at $0.105 per NFT Unit for proceeds of $315,000. A Flow-Through (“FT”) component of the originally announced offering, consisting of 1,666,667 FT Units at a price of $0.12 per FT Unit, for gross proceeds of $200,000, closed on November 19, 2014.
In both cases, each NFT Unit will consist of one share and one share purchase warrant exercisable for a term of 3 years (the “Warrants”). Each Warrant will entitle the holder thereof to purchase one common share of Sonoro at an exercise price of $0.15 per Warrant share during the first year following the closing of the Offering, escalating to $0.20 in the second year and $0.25 in the third year, subject to the right of Sonoro to accelerate the expiry of the Warrants, if at any time after four months and one day from the issue date of the Warrants, during the term of the Warrants, the common shares of Sonoro close at a price at or above $0.40 per share for more than 20 consecutive trading days.
The net proceeds from the above-described offerings will be primarily used by Sonoro for expenditures on the Monroe Property and for general working capital purposes. All securities issued in connection with the offerings will be subject to a hold period expiring four months and one day following the applicable closing date. Both offerings are subject to acceptance by the TSX Venture Exchange.
About Sonoro Metals Corp.
Sonoro Metals Corp. is an exploration and development company with a portfolio of exploration-stage properties located in the Mexican state of Sonora and in British Columbia, Canada. Sonoro has a skilled exploration team in Mexico, headed by Hermosillo-based Chief Geologist Melvin Herdrick, a professional geologist with over 35 years of experience, including 9 years as the Chief Geologist for Phelps Dodge in Mexico from 1994 to 2003 and 5 years as Vice President of Exploration for Pediment Gold Corp. until its takeover by Argonaut Gold Inc. in 2011. Sonoro’s technical team in Canada is spearheaded by professional geologist Stephen Kenwood, with over 20 years of experience in mineral exploration and development in British Columbia.
On behalf of the Board of SONORO METALS CORP.
Per: “Kenneth MacLeod”
President & CEO
Forward-Looking Statement Cautions:
This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to, among other things, the completion of two proposed NFT Unit offerings and the proposed use of proceeds. Although the Company believes that such statements are reasonable, 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. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, possible, accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to complete the above-disclosed NFT Unit offerings or otherwise raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s reports, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.comfor a more complete discussion of such risk factors and their potential effects.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO US NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
THE SECURITIES TO BE ISSUED UNDER THE OFFERING HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) OR ANY STATE SECURITIES LAWS, AND UNLESS SO REGISTERED MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. THIS PRESS RELEASE IS ISSUED PURSUANT TO RULE 135(C) OF THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED), AND DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.