October 30, 2018 Related Document View PDF SONORO CLOSES $500,000 PRIVATE PLACEMENT FINANCING VANCOUVER, Canada, October 30, 2018, Sonoro Metals Corp., (TSXV: SMO | OTCQB: SMOFF | FRA: 23SP), (“Sonoro” and the “Company”), announces that the Company has completed a non-brokered private placement of 5,000,000 units (the “Units”) at a price of $0.10 per Unit, for gross proceeds of $500,000 (the “Financing”), previously announced on October 15, 2018. Each Unit consists of one share and one non-transferable share purchase warrant (each whole warrant a “Warrant”). Each Warrant entitles the holder to purchase one additional common share at an exercise price of $0.15 per Warrant share for two years, subject to the right of Sonoro to accelerate the expiry of the Warrants, if at any time after April 30, 2019, its common shares close at a price at or above $0.30 per share (as quoted on the TSX Venture Exchange or such other securities exchange on which the Company’s shares are then quoted or listed for trading) for more than 20 consecutive trading days. Sonoro may, within five days of the occurrence of such acceleration event, provide notice to the holders of the Warrants that the Warrants will expire early, namely 30 calendar days after the date of such notice. No finders’ fees were paid in connection with the financing. All securities issued in the Financing will be subject to a hold period expiring March 1, 2019. Sonoro now has 30,027,586 common shares issued and outstanding. “We experienced very strong demand for the Financing and are pleased that our investors are very supportive of our focus on the exploration programs in Mexico,” said Kenneth MacLeod, President and CEO of Sonoro. “Proceeds from the Financing will be applied toward future exploration programs at Cerro Caliche should results from the recently initiated drilling program support such an action.” Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holder in Special Transaction (“MI 61-101”), which is incorporated by reference into the policies of the TSX Venture Exchange under Policy 5.9, the above-described Financing constitutes a “related party transaction” as a result of certain directors and officers of Sonoro (the “Related Parties”) being subscribers to the financing to the extent of approximately 7.6%. Sonoro is relying upon the formal valuation exemption in Section 5.5(a) of MI 61-101 and upon the minority approval exemption in Section 5.7(a) of MI 61-101. Such exemptions are available to Sonoro as, at the time the subject transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction, insofar as it involves interested parties, exceeds 25% of Sonoro’s market capitalization. As a related party transaction, the foregoing additional disclosures are provided as required by Section 5.2 of MI 61-101. The Financing is subject to final acceptance of the TSX Venture Exchange. About Sonoro Metals Corp. Sonoro Metals Corp. is an exploration and development company with two precious metals properties in Sonora, Mexico and one in Alaska, USA. Sonoro’s skilled exploration team in Mexico is headed by Hermosillo-based geologist Melvin Herdrick, with 45 years of mine related experience, including 10 years as Chief Geologist for Phelps Dodge, Mexico and 7 years as Vice President, Exploration for Pediment Gold in Mexico until its takeover by Argonaut Gold in 2011. Sonoro’s Chief Geologist and Qualifying Person is Stephen Kenwood, with over 20 years of experience in mineral exploration and development. On behalf of the Board of SONORO METALS CORP. Per: “Kenneth MacLeod” KENNETH MACLEOD President & CEO For further information, please contact: Sonoro Metals Corp. – Corporate Communications: Bill Campbell – Tel: (604) 565-5609 Email: email@example.com THIS PRESS RELEASE 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. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.