Mr. Kenneth MacLeod reports

SONORO GOLD ANNOUNCES CLOSING OF OVERSUBSCRIBED $4 MILLION PRIVATE PLACEMENT

Sonoro Gold Corp. has closed its previously announced oversubscribed, non-brokered private placement of 20.5 million units at 20 cents per unit, for gross proceeds of $4.1-million. Each unit consists of one Sonoro common share and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional Sonoro common share for a period of three years from the closing of the private placement at an exercise price of 28 cents per share.

In connection with the offering, the company paid $10,500 in finders' fees and issued 52,500 non-transferable finders' warrants for a period of three years at an exercise price of 28 cents.

All securities issued and issuable in connection with the offering are subject to a four-month-plus-one-day hold period ending Feb. 23, 2026. The offering has received conditional acceptance from the TSX Venture Exchange but remains subject to receipt of final acceptance from the TSX Venture Exchange.

Insiders of the company participated in the offering by subscribing for 2,007,297 units for gross proceeds of $401,459.40, 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. 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 per cent of the company's market capitalization.

The net proceeds from the offering will be used primarily to finance continuing development of the company's flagship Cerro Caliche gold project in Sonora, Mexico, including the commissioning of an updated preliminary economic assessment and completing the final payment due under the Rosario option agreement, thus securing a 100-per-cent ownership of the entire Cerro Caliche mining concessions. Funds will also be allocated for the change of land use payment, the regional permit required for mining operations in Mexico.

The company will also allocate funds to the proposed spinoff of the San Marcial gold-silver project into Sonoro's wholly owned Sonoro subsidiary, Oronos Gold Corp.

About Sonoro Gold Corp.

Sonoro Gold is a publicly listed exploration and development company holding the 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 records for the discovery and development of natural resource deposits.

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