May 31, 2021 - TheNewswire - Calgary, Alberta - Sonoro Energy Ltd. (“Sonoro” or the “Company”) (TSXV:SNV) (OTC:SNVFF) announces that it has completed the previously announced non-brokered private placement of common share/warrant unit financing to support ongoing activities in Indonesia. Sonoro will issue 7,000,000 units for total proceeds of $350,000 Each unit consists of one $0.05 common share (a “Common Share”) and one common share purchase warrant (a “Warrant”) of the Company, where each whole Warrant entitles the holder to purchase one Common Share within two years at a price of $0.10 per Common Share.

Sonoro will use the proceeds of the funding for third party technical studies to improve the geological and reservoir model of the Pematang reservoirs within the Selat Panjang project area in Sumatra, Indonesia and general working capital purpose. Certain subscriptions will also be used to extinguish existing debt obligations on the balance sheet.  Management and Insiders will be subscribing for a large portion of the private placement.

Mr. David Kirk, the CEO of Sonoro commented that “this funding enables the company to complete important technical studies, continue to fulfill our commitments and to progress commercial negotiations with our Joint Venture Partner. It is noted that the Resource Report commissioned with RISC Advisory Pty Limited, had been delayed as we reviewed the inputs to the study and engaged with RISC to address any deficiencies in data provided by the company. That process is ongoing and is expected to be completed shortly. Discussions with our Joint Venture Partner have been challenging in an environment of restricted contacts due to Covid 19. Despite that, we continue to explore multiple options to resolve outstanding issues and have every reason to believe in a successful outcome”.

As part of this non-brokered financing, warrants are subject to an acceleration clause. This clause states that if, four months and one day after the warrants are issued, the closing price of the common shares of the Corporation, on the principal market on which such shares trade, is equal to, or exceeds, C$0.20 for 10 consecutive trading days (with the 10th such trading date hereafter referred to as the “Eligible Acceleration Date”), the warrant expiry date shall accelerate to a date 20 calendar days after issuance of a press release by the Corporation announcing the reduced warrant term—provided, no more than five business days following the Eligible Acceleration Date, that, the press release is issued; and notices are sent to all warrant holders.

The Offering is being made pursuant to certain Canadian prospectus exemptions, including the “existing securityholder” exemption and “purchasers advised by investment dealers” exemption, where applicable.  Both the “existing securityholder” and “purchasers advised by investment dealers” exemptions are collectively referred to as the “Existing Securityholder and Retail Investor Exemptions”.  

All securities issued in connection with the Offering will be subject to a four month hold period from the date of issuance of such securities.  The Company confirms that there is no material fact or material change related to the Company which has not been generally disclosed.  

Forward-looking Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may," "should," "anticipate," "expects," "estimates," "seeks" and similar expressions. In particular, without limiting the generality of the foregoing, this news release contains forward-looking information regarding the PSC.

Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals, changes in legislation including but not limited to income tax, environmental laws and regulatory matters, and ability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive.

Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Additional information on these and other factors that could affect Sonoro's operations or financial results are included in Sonoro’s reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) or by contacting Sonoro. The forward looking statements contained in this news release are made as of the date of this news release and Sonoro does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:

Sonoro Energy Ltd.

+1.403.262.3252                      

www.sonoroenergy.com

This press release is not to be disseminated in the United States