April 3, 2019 Related Document View PDF SONORO COMPLETES $650,718 PRIVATE PLACEMENT FINANCING This press release, required by applicable Canadian laws, is not for distribution to U.S. newswire services or for dissemination in the United States VANCOUVER, Canada, April 3, 2019, 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 3,615,104 units (the “Units”) at a price of $0.18 per Unit, for gross proceeds of $650,718 (the “Financing”), previously announced on March 18, 2019. Each Unit consists of one common share and one-half of a common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share of Sonoro (a “Share”) at an exercise price of $0.27 for one year. In connection with the Financing, Sonoro entered into two finder’s fee agreements with arm’s length finders. Haywood Securities Inc. (“Haywood”) received 60,690 Units (equalling 7% of the total unit subscriptions received by Sonoro from subscribers introduced by Haywood) and 30,345 non-transferable finder’s warrants (“Finder’s Warrants”). Canaccord Genuity Corp. (“Canaccord” and together with Haywood, the “Finders”) received 7,000 Units (equalling 7% of the total unit subscriptions received by Sonoro from subscribers introduced by Canaccord) and 3,500 Finder’s Warrants. Each Finder’s Warrant entitles the Finder to purchase one Share at a price of $0.27 for one year. All securities issued in the Financing will be subject to a hold period expiring August 3, 2019. Sonoro now has 34,812,880 common shares issued and outstanding. “Following the success of our Phase One drill program at the Cerro Caliche gold project in Sonora, Mexico, we immediately proceeded with Phase Two,” said Kenneth MacLeod, President and CEO of Sonoro. “The proceeds of the financing will be applied toward the continuation of the Phase Two drill program, with assay results from the first fifteen holes due before the end of April.” 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 20.8%. 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(1) 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 by the TSX Venture Exchange. About Sonoro Metals Corp. Sonoro Metals Corp. is a publicly listed exploration and development company with a portfolio of exploration-stage precious metal properties 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. 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.