Sonoro Energy announces debt conversion and settlement

CALGARY, Canada (April 29, 2025)—Sonoro Energy Ltd (“Sonoro” or the “Company”) (TSX Venture: SNV) is pleased to announce that it has reached an agreement with Ezekiel Energy Ltd. (the “Creditor”) to convert approximately C$250,000 of debt, consisting of a loan and accrued interest, into common shares of the Company ("Shares") at a price of $0.06 per Share (the "Debt Conversion").

The 4,166,667 Shares to be issued pursuant to the Debt Conversion will be subject to a hold period expiring four months and one day after the date of issuance. Following the issuance of the Shares, the Creditor will hold 4,166,667 Shares, or approximately 1.78% of Sonoro’s total issued and outstanding Shares.

Further, the Creditor has agreed to forgive the balance of the amounts due from the Company (the "Debt Settlement" and, collectively with the Debt Conversion, the "Transactions"). Pursuant to the terms of the Debt Settlement, the Creditor will forgive an aggregate of approximately $1,250,000.

The Transactions are designed to improve the financial condition of the Company. The Company has insufficient cash on hand, and no immediate source of cash that would be sufficient to satisfy the debts described above. No new “Control Person” (as defined under the applicable policies of the TSX Venture Exchange) will be created pursuant to the Transactions. The board of directors of the Company considers the terms of the Transactions to be fair and reasonable to the Company with respect to its current circumstances.

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