SGO Sonoro Gold Corp

Sonoro Gold Corp., (TSXV: SGO | OTCQB: SMOFF | FRA: 23SP), (“Sonoro” and the “Company”) announces the results of its Annual General Meeting of Shareholders (the “Meeting”) held June 29, 2023, in Vancouver, BC. At the Meeting, shareholders approved all resolutions put before them by management including the election of all director nominees, the re-appointment of the auditors and the approval of the Company's share option plan.

Results of Annual General Meeting

The shareholders voted to re-elect John M. Darch, Kenneth MacLeod, Stephen Kenwood, James Taylor and Curtis Turner to serve as directors of the Company until the next annual meeting of the shareholders. The shareholders re-appointed Smythe LLP, as the auditors of the Company for the ensuing year and approved the continuance of the Company's 10% rolling share option plan.

Neil Maedel did not seek re-election at the AGM and has therefore retired from his position as an Executive Director of the Company with effect from June 29, 2023. Mr. Maedel served as an Executive Director of the Company since February 2019 and the Company thanks Mr. Maedel for his service and wishes him well in his future endeavors.

Following the Meeting, the Board appointed Kenneth MacLeod, Stephen Kenwood and Curtis Turner to its Audit and Compensation Committees. The Board also reappointed John M. Darch as Chairman, Kenneth MacLeod as President and Chief Executive Officer, Salil Dhaumya as Chief Financial Officer, Jorge Diaz as Vice-President Operations, Mel Herdrick as Vice-President, Exploration and Katharine Regan as Vice-President, Corporate Development and Corporate Secretary.

Election of Jorge Diaz as a Director

Mr. Jorge Alberto Diaz Avalos has been elected to the Board of Directors and appointed to the position of Vice-Chairman of the Board.  Mr. Diaz is also the Vice-President of Operations, managing all aspects of field operations for the Company. In 2009, he co-founded the Company’s wholly-owned Mexican subsidiary, Minera Mar De Plata, S.A. de C.V., which controls the Cerro Caliche project. Mr. Diaz is a mining engineer with a Master of Science, Mineral Economics degree from the Colorado School of Mines and a Mining and Metallurgical Engineer undergraduate degree from the University of Guanajuato. He is a recipient of the Atlantic Richfield Award from the Colorado School of Mines, an award given to the top five students in mineral economics. Mr. Diaz has an extensive background in mining development including a successful and long career with Peñoles and Luismin where he developed underground and open pit mining operations. Mr. Diaz directed the development, construction and operations of both the La Colorada project for Eldorado Gold and later the Cieneguita heap leach mine for Glamis Gold. As General Manager, he led the multinational team that developed Alamos Gold’s Mulatos Mine and also directed the design, construction and start of production of Morgain Minerals’ El Cairo Mine.

Through his consulting, engineering design and construction services company, Interminera, Mr. Diaz led the development of Pediment Gold’s, and later Argonaut Gold’s, La Colorada mine and the San Antonio gold deposit. He subsequently discovered a new gold deposit in Quiriego, Sonora State, which he is currently operating as an open-pit heap-leach mine.  

“We are pleased to welcome Mr. Diaz to the Sonoro Board and the position of Vice-Chairman,” said John Darch, Chairman of the Board of Directors. “Mr. Diaz has been with the Company for over a decade and his expertise in mining development and leadership capabilities are invaluable to the Company and bringing Cerro Caliche into production.”

Sonoro Extends Closing Date of Private Placement

The Company is extending the final closing date of its non-brokered private placement as announced on May 3, 2023. The closing date of the private placement will be on or before July 31, 2023. All other terms of the private placement remain unchanged.

The financing consists of up to 30,000,000 units (the “Units”) at a price of C$0.10 per Unit, for gross proceeds of up to C$3,000,000. Each Unit will be composed of one Sonoro common share and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional Sonoro common share for a period of two years from the closing of the private placement at an exercise price of C$0.15 per share.

As announced on June 20, 2023, the Company closed the first tranche of the financing by issuing 17,000,000 units at a price of C$0.10 per Unit, for gross proceeds of C$1,700,000. Directors and Officers of the Company participated in the Offering by subscribing for 13,187,260 Units for gross proceeds of $1,318,726, 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.

All securities issued and issuable in connection with the First Tranche are subject to a 4-month plus one-day hold period ending October 21, 2023. The Offering has received conditional acceptance from the TSX Venture Exchange but remains subject to receipt of final acceptance from the TSX Venture Exchange.

About Sonoro Gold Corp.Sonoro Gold Corp. is a publicly listed exploration and development company holding the near 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, funding and development of natural resource deposits.

On behalf of the Board of SONORO GOLD CORP.Per:         “Kenneth MacLeod”                KENNETH MACLEOD                President & CEO

For further information, please contact:Sonoro Gold Corp. - Tel: (604) 632-1764Email: info@sonorogold.com

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