June 17, 2019 Related Document View PDF SONORO PROPOSES $750,000 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, June 17, 2019, Sonoro Metals Corp., (TSXV: SMO | OTCQB: SMOFF | FRA: 23SP), (“Sonoro” and the “Company”), announces that the Company proposes to undertake a non-brokered private placement of up to 4,167,000 units (the “Units”) at a price of $0.18 per Unit, for gross proceeds of up to $750,060 (the “Offering”). Each Unit will consist of one common share and one-half of a common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one common share of Sonoro at an exercise price of $0.27 during the one year following the closing of the Offering. The Company may pay a finder’s fee or commission on a portion of the Offering. Directors, officers and insiders may participate in the Offering. Any such participation will be considered to be a “related-party transaction”, within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions of the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1) of MI 61-101 in respect of such participation by related parties. The net proceeds from the Offering will primarily be used by Sonoro to complete the current Phase Two drilling program and fund the launch of a Phase Three drilling program at the Cerro Caliche project in Sonora, Mexico. Funding will also be allocated for the commissioning of preliminary studies required to produce a NI 43-101 compliant study to assess the viability of the development of a heap leach operation at Cerro Caliche. All securities issued in connection with the Offering will be subject to a hold period expiring four months and one day following the closing of the Offering. The Offering 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: firstname.lastname@example.org Forward-Looking Statement Cautions: This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, including statements regarding the completion of a proposed Offering and the use of the Offering proceeds to further explore the Company’s Cerro Caliche project. 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 the inability of the Company to secure sufficient subscriptions to complete the Offering, the risk of accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, or 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, and the risk of political uncertainties and regulatory or legal changes in the jurisdictions where the Company carries on its business 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.com for a more complete discussion of such risk factors and their potential effects 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.