Sonoro Gold Corp

Message from the Chairman

A Message from the Chairman of Sonoro Gold Corp.

Dear Valued Shareholder,

I would like to begin by wishing everyone a Happy New Year.

2023 was a particularly challenging year worldwide, with so many of us being impacted by rising interest rates, inflation, and corporate cutbacks. The mining sector in general, and junior gold companies specifically, suffered as the capital markets reacted negatively to the global political instability, high inflation, and broader economic uncertainties.

Despite the price of gold remaining relatively high and now consistently above USD $2,000 per ounce, the economic slowdown and global uncertainty has led to a lack of investor confidence in the capital markets resulting in a significant sell-off amongst most junior mining stocks. Fortunately, Sonoro has continued to successfully secure equity financing and has benefitted from insider support to fund concession payments, listing fees and overhead.

It is against this challenging backdrop that I want to thank shareholders for your understanding and continued support, taking this opportunity to reflect on progress in 2023 and discuss the year ahead.

In March 2023, the Company filed a Mineral Resource Estimate (MRE) on its flagship Cerro Caliche gold project in Sonora, Mexico. Prepared by SRK Consulting (SRK), the report estimates 19.5 million tonnes (Mt) of Indicated Mineral Resources at 0.44 grams of gold per tonne (g/t Au) containing 280,000 gold ounces and another 10.5 Mt of Inferred Mineral Resources at 0.42 g/t Au containing 140,000 gold ounces.

The report also highlighted the favorable upside potential of the project in terms of exploration with an additional 275,000 gold ounces potentially within the drilled areas of Cerro Caliche’s mineralized gold zone. This is a significant reflection of Cerro Caliche’s upside potential as we have only drilled and assayed just over 30% of the known mineralized gold zones.

The economic impact of the MRE was assessed in a Preliminary Economic Assessment (PEA) filed in October 2023. The report outlines an initial nine-year open pit, heap leach mining operation producing an average 33,000 ounces of gold per annum. This production forecast or life of mine does not consider potential expansion through additional drilling.

Based on a gold price of USD $1,800 per ounce, the after-tax Net Present Value, discounted at 5% (NPV5), is USD $47.7 million with a 45% after-tax Internal Rate of Return (IRR). A sensitivity analysis with gold at USD $2,000 per ounce estimates an after-tax NPV5 of USD $77.02 million with a 63% after-tax IRR.

The Company had reasonably expected to obtain approval for its Environmental Impact Statement, or Manifestacion de Impacto Ambiental (MIA), for the Cerro Caliche project from the Mexican federal permitting authority by this time. Under Mexican law, the MIA is required for mining construction and operation activities in Mexico.

The MIA was filed in May 2022 and, as we have been advised there is no further information required, we remain confident that the approval of the MIA is simply a matter of time.

In May 2023, the Mexican government enacted several amendments to the country’s mining laws (Mining Law Reform) and it is understood that these legislative modifications are only applicable to future situations and that the concessions held by Sonoro will not be significantly impacted by the new reforms.

While permitting approval for Cerro Caliche remains in progress, the Company’s short-term objective is to create shareholder value through a targeted infill drilling campaign in the southwestern region of the property where we expect to commence initial mining operations. Prior drilling by the Company at multiple mineralized zones in this area have demonstrated high-grade ore shoots and returned highergrade gold intercepts within larger intervals of high-grade gold mineralization. Increasing the average grade and size of the resource may not only enhance the overall economics of the mining project but also expand the scale and life of the mine.

The Company has also identified potential resource expansion targets along the property’s northwestern corridors where prior drilling confirmed gold-silver mineralized intervals. A recent surface sampling program included 608 samples with lengths of 1.0 to 2.0 meters with assays of up to 24.8 g/t Au. The drilling program was scheduled to commence once Cerro Caliche is in production but may be moved up if permitting delays continue.

Details on the upcoming exploration campaigns will be announced soon.

2024 is expected to see the return of “Cautious Optimism” as inflation and interest rates ease, and the economic world slowly returns to a pre-COVID normal. As I have previously stated, Sonoro has the essential components to be successful. Our management and technical teams have extensive experience in developing mineral deposits and remain committed to bringing Cerro Caliche into production. A recently filed PEA confirms the potential economic viability of the project and with only 30% of the mineralized zones drilled and assayed, there is significant potential for resource expansion. Insiders currently control 25% of the issued shares and the Company maintains a strong, loyal international shareholder base across Canada, USA, Germany, and Switzerland.

Sonoro will be an exhibitor at the upcoming 2024 PDAC Mineral Exploration & Mining Convention in Toronto on March 3rd to March 6th at the Metro Toronto Convention Centre, Booth No. 3230. We will also be presenting at Red Cloud’s PRE-PDAC Mining Showcase at the Sheraton Centre Toronto Hotel from February 29th to March 1st. If you are attending any of these events, please let me know or come see us at the Sonoro booth.

As always, you can contact me directly at should you have any questions.

Kindest Regards,

John M. Darch, Chairman

Sonoro Gold Corp.

Forward-Looking Statement Cautions:

This Chairman’s massage 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

This message 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 message.