Sonoro Gold Corp. (TSXV: SGO | OTCQB: SMOFF | FRA: 23SP)
(“Sonoro” or the “Company”) is issuing the following news release
as a result of a review by the British Columbia Securities
Commission (the “BCSC”), to correct potentially misleading
disclosures contained in corporate presentations posted on the
Company’s website and emails distributed to an investor relations
contact list, related to its Cerro Caliche project located in the
municipality of Cucurpe, Sonora, Mexico, held by the Company’s
Mexican subsidiary, Minera Mar De Plata, S.A. de C.V.
Current Technical Report
On October 12, 2023, the Company filed a
technical report titled “NI 43-101 Technical Report for the
Preliminary Economic Assessment on the Cerro Caliche Project,
Sonora, Mexico” (the “2023 PEA”) with an effective date of
August 28, 2023. The 2023 PEA was prepared in accordance with the
requirements of National Instrument 43-101 (“NI 43-101”) by
D.E.N.M. Engineering Ltd. and Micon International Limited of
Toronto, Ontario with confirmation of the applicable resource
estimates prepared by SRK Consulting (U.S.) Inc. (PEA”).
The results of the 2023 PEA are summarized in
the Company’s press release of October 16, 2023. As of this news
release, there has been no material change to the scientific and
technical information about the Cerro Caliche project.
The economic analysis of the potential economic
viability of the Cerro Caliche Project contained in the 2023 PEA
utilized a base price of US $1,800 per ounce of gold and US $23 per
ounce of silver. The accompanying price sensitivity analysis
incorporates commodity price ranges of US $1,600 to $2,000 per
ounce of gold and US $20 to $28 per ounce of silver.
Readers are cautioned that forecast of project
economics based on a gold price above US $2,000 per ounce and a
silver price above US $28 per ounce are not supported by the 2023
PEA and are not compliant with NI 43-101, For current information
regarding the potential economic viability of the Cerro Caliche
Project, readers should rely solely on the disclosures in the 2023
PEA.
Correcting Restricted & Potentially
Misleading Disclosure
In the Company’s July 1, 2024 presentation (the
“July 1 Presentation”), July 10, 2024 presentation (the
“July 10 Presentation”), July 8, 2024 email blast (the
“July 8 EB”), and its July 23, 2024 email blast (the
“July 23 EB”), the Company disclosed “Project Economics At
Various Gold And Silver Price Forecasts” and a “Proposed Price”.
This disclosure is unbalanced and potentially misleading as it does
not disclose the equivalent downside. Similarly, on slide seven of
the July 1 Presentation, the Company discloses a resource estimate
sensitivity table. This disclosure is unbalanced and potentially
misleading as it does not disclose the equivalent downside.
PEA results disclosed in the July 8 EB and July
23 EB materials included only pre-tax economics and do not disclose
comparative post-tax values, which may substantially overstate the
value of the project. PEA results disclosed in the materials noted
above as well as in the July Fact Sheet (the “July Fact
Sheet”) are restricted by section 2.3 (1)(a) of NI 43-101 as
the materials do not include section 2.3 (3) which cautions readers
that the PEA is preliminary in nature and includes inferred
resources that are considered too speculative to have the economic
considerations applied to them that would enable them to be
categorized as mineral reserves and there is no certainty the
estimates presented in the PEA will be realized.
In the above materials, the Company discloses
exploration potential, potential target mineralization, and
potential mineralization which are restricted by section 2.3 (1)(a)
of NI 43-101 as the materials do not include section 2.3 (2) which
cautions readers that that the potential quantity and grade ranges
are conceptual in nature and insufficient exploration has been
conducted to define this material as a Mineral Resource. It is
uncertain if further exploration will result in these exploration
target estimates being delineated as Mineral Resources or converted
to Mineral Reserves in the future. The estimates of exploration
targets are not a CIM-defined category, are not Mineral Resources
and are too speculative to fulfill the definition of Mineral
Resources.
The Company has amended the July 1 Presentation,
July 10 Presentation and July Fact Sheet to include the equivalent
downside of the disclosures as well as price sensitivity analysis
that is only supported by the current PEA. The materials have also
been amended to include section 2.3 (3) cautioning readers that the
PEA results are preliminary in nature and sections 2.3 (2)
cautioning readers that mineralized expansion is conceptual and the
Company is uncertain if further exploration will expand
mineralization. In addition, the Company has removed the July 8 EB
and July 23 EB from its website and social media platforms.
Qualified Person
The July 10 Presentation, July Fact Sheet, July
8 EB and July 23 EB did not include the required disclosure of the
Company’s qualified person who prepared, supervised the preparation
of, or approved of the technical information disclosed, as required
by section 3.1 of NI 43-101. In addition to amending the materials
above to address certain concerns raised by the BCSC, the Company
confirms that all scientific or technical information contained in
the materials has been reviewed and approved by Stephen Kenwood,
P.Geo., a Director of Sonoro Gold Corp., who is a "qualified
person" as defined in NI 43-101.
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) 632-1764 Email:
info@sonorogold.com
Forward-Looking Statement Cautions:This
press release may contain "forward-looking information" as defined
in applicable Canadian securities legislation. All statements other
than statements of historical fact, included in this release,
including, without limitation, statements regarding the Cerro
Caliche project, and future plans and objectives of the Company,
constitute forward looking information that involve various risks
and uncertainties, including statements regarding the amount of
financing proposed to be raised, intended use of the financing
proceeds, sufficiency of fund to complete certain project
development steps, and outlook for the results of the contemplated
drilling program. Although the Company believes that such
statements are reasonable based on current circumstances, 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, including the possibility of unfavorable
exploration and test results, the lack of sufficient future
financing to carry out exploration and development plans and
unanticipated changes in the legal, regulatory and permitting
requirements for the Company’s exploration programs. There can be
no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law or the
policies of the TSX Venture Exchange. Readers are encouraged to
review the Company’s complete public disclosure record on SEDAR at
www.sedar.com.
This press release does not constitute or
form a part of any offer or solicitation to purchase or subscribe
for securities in the United States. The securities referred to
herein have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or with
any securities regulatory authority of any state or other
jurisdiction in the United States, and may not be offered or sold,
directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. persons, as such term is defined in
Regulation S under the Securities Act (“Regulation S”), except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act”
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.
Sonoro Gold (TSXV:SGO)
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