Mr. Kenneth MacLeod reports
SONORO GOLD CORRECTS DISCLOSURES RELATED TO ITS CERRO CALICHE PROJECT IN MEXICO
Sonoro Gold Corp. is issuing the following news release as a result of a review by the British Columbia Securities Commission (BCSC) to correct potentially misleading disclosures contained in corporate presentations posted on the company's website and e-mails 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 SA de CV.
Current technical report
On Oct. 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," with an effective date of Aug. 28, 2023. The 2023 PEA was prepared in accordance with the requirements of National Instrument 43-101 by D.E.N.M. Engineering Ltd. and Micon International Ltd. of Toronto, Ont., with confirmation of the applicable resource estimates prepared by SRK Consulting (U.S.) Inc.
The results of the 2023 PEA are summarized in the company's press release of Oct. 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 $1,800 (U.S.) per ounce of gold and $23 (U.S.) per ounce of silver. The accompanying price sensitivity analysis incorporates commodity price ranges of $1,600 (U.S.) to $2,000 (U.S.) per ounce of gold and $20 (U.S.) to $28 (U.S.) per ounce of silver.
Readers are cautioned that forecast of project economics based on a gold price above $2,000 (U.S.) per ounce and a silver price above $28 (U.S.) 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 and potentially misleading disclosure
In the company's July 1, 2024, presentation, July 10, 2024, presentation, July 8, 2024, e-mail blast, and its July 23, 2024, e-mail blast, 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 pretax 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 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 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 Section 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, PGeo, a director of Sonoro Gold, who is a qualified person as defined in NI 43-101.
We seek Safe Harbor.
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