[D] Sonoro Gold Corp. SEC Filing

Rhea-AI Filing Summary

Sonoro Gold Corp. filed a Form D reporting a Regulation D exempt offering under Rule 506(b) and Securities Act Section 4(a)(5). The filing shows a total offering amount of $206,736 USD, with $206,736 USD sold and $0 USD remaining. The sale is reported as a new notice with the date of first sale listed as 2025-09-10. Nine investors participated. The issuer states the value of warrants is not included in the offering amount and used a Bank of Canada exchange rate (CDN $0.7218 = US $1.00) for valuation. The filing indicates no sales commissions or finders' fees were paid and $0 of proceeds were used to pay named officers, directors, or promoters.

Positive

• Total offering sold: $206,736 USD (all sold)
• No sales commissions or finders' fees: reported $0 USD
• No proceeds to insiders: reported $0 USD used to pay officers, directors, or promoters
• Clear exemption used: Rule 506(b) and Securities Act Section 4(a)(5) cited

Negative

• Warrants excluded from offering amount: value of warrants not included in the reported $206,736
• Limited disclosure of warrant terms: warrant economic impact not provided in this filing

Insights

Securities Offering Analyst

TL;DR: Small private capital raise fully sold under Rule 506(b) with no commissions and nine investors; warrants excluded from reported value.

Sonoro Gold used a common private placement exemption (Rule 506(b)), completed a modest raise of $206,736 (all sold) and reported nine investors. No broker-dealer compensation or finder fees are reported and no proceeds were allocated to insiders. The exclusion of warrant valuation from the stated offering amount is explicitly noted, which means the economic consideration related to warrants is not reflected in the $206,736 figure. For many public market investors, this size is immaterial to enterprise valuation, but it represents near-term financing activity and compliance with U.S. exempt-offering disclosure requirements.

Corporate Finance Specialist

TL;DR: The financing is routine and modest; structure and disclosures are standard for a Reg D 506(b) placement.

The Form D confirms a routine exempt offering process: a new notice, intended to last over one year, and a minimum outside investment of $0. The filing cites Rule 506(b) and Section 4(a)(5), and reports no sales commissions or finders' fees, which preserves more of the proceeds for company use. The explicit note that warrant values are excluded from the offering amount warrants attention for complete economic assessment, though the document does not provide the warrant terms or aggregate value.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001538189

Sonoro Metals Corp.

Becker Gold Mines Ltd.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Sonoro Gold Corp.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Sonoro Gold Corp.
Street Address 1		Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1	604-632-1764

3. Related Persons

Last Name	First Name	Middle Name
MacLeod	Kenneth
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President & CEO

Last Name	First Name	Middle Name
Darch	John
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kenwood	Stephen
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dhaumya	Salil
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CFO

Last Name	First Name	Middle Name
Taylor	James
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Regan	Katharine
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Corporate Secretary

Last Name	First Name	Middle Name
Turner	Curtis
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Diaz	Jorge
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

VP Operations Manager

Last Name	First Name	Middle Name
Herdrick	Melvin
Street Address 1	Street Address 2
300 - 2489 BELLEVUE AVE.
City	State/Province/Country	ZIP/PostalCode
WEST VANCOUVER	BRITISH COLUMBIA, CANADA	V7V 1E1

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice-President, Exploration

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
	X	Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-10				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$206,736	USD	or Indefinite
Total Amount Sold	$206,736	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Based on Bank of Canada exchange rate of CDN $0.7218 for US $1.00 on September 10, 2025. Value of warrants not included in offering amount.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

9

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Sonoro Gold Corp.	/s/ Kenneth MacLeod	Kenneth MacLeod	President & CEO	2025-09-23

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Sonoro Gold Corp. (SMOFF) raise in this Form D filing?

The filing reports a total offering amount of $206,736 USD, with $206,736 USD sold and $0 USD remaining.

Under which exemption was Sonoro Gold's offering made?

The offering was made under Rule 506(b) of Regulation D and Securities Act Section 4(a)(5).

Were any sales commissions or finders' fees paid for the offering?

No. The Form D reports $0 USD for sales commissions and $0 USD for finders' fees.

How many investors participated in Sonoro Gold's offering?

The filing indicates 9 investors have invested in the offering.

Does the reported offering amount include warrants?

No. The filing explicitly states the value of warrants is not included in the $206,736 offering amount.

Were any proceeds used to pay executives or directors?

The Form D reports $0 USD of the gross proceeds used for payments to named officers, directors, or promoters.