Non-Brokered Private Placement and Corporate Acquisition

(via Thenewswire.ca)

Calgary, Alberta / TheNewswire / March 8 2016 - Sonoro Energy Ltd. ("Sonoro" or the "Company") (TSXV: SNV) is pleased to announce a non-brokered private placement, the proposed acquisition of all of the issued and outstanding shares of Stockbridge Oil and Gas Ltd. ("Stockbridge") (the "Transaction") and the purchase of an option to acquire a future cash payment.

The Company intends to raise a minimum of $1.1 million and up to a maximum of $1.5 million by way of a non-brokered private placement (the "Offering") of a minimum of 220 million common shares ("Common Shares") of the Company and up to a maximum of 300 million Common Shares at a price of $0.005 per Common Share. The Offering is expected to close in two tranches. The first tranche of approximately $1.1 million (the "First Tranche") is expected to close on or about March 21, 2016, and the second tranche of up to another $400,000 (the "Second Tranche") is expected to close approximately two to three weeks following the First Tranche. The Offering is being made pursuant to a waiver granted by the TSX Venture Exchange ("TSX Venture") which permits the Company to offer the Common Shares at a price below the TSX Venture's $0.05 minimum pricing requirement.

With respect to the Second Tranche only, finders will be paid a 6% commission on any funds raised.

The Offering will replace the non-brokered private placement previously announced on November 5, 2015, which is now terminated.

Stockbridge Oil and Gas Ltd. is a private British Virgin Island Corporation which indirectly wholly owns Stockbridge Budong-Budong BV, a Netherlands corporation, that holds a Production Sharing Contract ("PSC") for oil and gas exploration and production rights covering 1,094 km2 onshore, located in the Budong Budong subdistrict in the province of West Sulawesi, Indonesia.

Both the First Tranche and the Transaction are expected to close on or around March 21, 2016.

Completion of both the Offering and the Transaction remains subject to final approval from the TSX Venture.

The Budong Budong PSC

The Budong Budong PSC is located onshore in the province of West Sulawesi, Indonesia and lies across from the Makassar Straight and to the south and east of Kalimantan, where several oil and gas fields are in production and produce products that are refined locally.

Highlights and key terms of the PSC are:

• ??1,094.73 km2 area after final relinquishments, representing 20% or the original area

• ??Stockbridge is operator with a 99.5% WI

• ??Exploration period ends Jan 15, 2017

• ??100% cost recovery (accumulation of over US$70mm to date)

  • ooNewly acquired 600 km of 2D seismic completed in 2008/09

  • oo2 wells drilled to date were plugged and abandoned to deeper depths however shallow prospects were bypassed which had oil and gas shows

• ??25% of contractor oil and gas share sold at 25% of benchmark price (holiday for 5 years)

• ??Production split of 62.5% to contractor for oil and 71.4% for gas (before tax)

• ??10% FTP to government

• ??Income and distribution tax of 44%

• ??After cost recovery expended, and after taxes and FTP, contractor take is ~31.5%

• ??20 Year production license with plan of development

Transaction Terms

Key terms of the Transaction are:

• ??Completion of the Transaction is contingent on Sonoro completing the Offering.

• ??At the closing of the Transaction ("Closing"), the Company will issue 250 million shares to the Stockbridge shareholders, representing a total value of $2.5 million at a per share value of $0.01 per share (this represents a 100% premium to the closing price of Sonoro shares as of March 7, 2016).

• ??Certain changes and additions to the board of directors of Sonoro (the "Board") will be made when the Transaction is completed:

• • ooStockbridge will have the right to appoint two Board members, one of which will be Bill Marpe.

  • ooChris Atkinson will be appointed Chair of the Board.

All existing members of the Board will continue to serve as directors.

• ??In order to complete the Transaction, at the time of Closing:

• • ooThe Budong Budong PSC will be in good standing.

  • ooCertain other typical terms and conditions must be satisfied for the benefit of both parties.

• ??Sonoro agrees to seek approval from its shareholders to complete a share consolidation on a ten for one basis within six months following the Transaction (the "Consolidation").

Completion of the Transaction is subject to final approval by the TSX Venture.

The Offering

Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company, and any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below. The Offering will also be made to certain investors pursuant to other available prospectus exemptions.

The First Tranche is expected to close on or about March 21, 2016 and the Second Tranche is expected to close two to three weeks following the closing of the First Tranche.

Pursuant to the terms of the Offering, a maximum of 300,000,000 Common Shares will be raised for gross proceeds of up to $1,500,000. The Offering is subject to a minimum aggregate subscription of 220,000,000 Common Shares for gross proceeds of $1,100,000. The proceeds of the Offering will be used primarily to fund exploration activities relating to the Budong Budong PSC, the exercise of the Option (as defined below), and for general corporate purposes.

The securities issued in connection with the Offering will be subject to a four month and one day hold period from the date of issuance of such securities. All persons who participate in the Offering will be required to agree to vote in favor of the Consolidation.

Completion of the Offering is subject to final approval by the TSX Venture.

Existing Shareholder Exemption

A portion of the Offering will be made pursuant to the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-314 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption, as described herein, is not available in Ontario due to the level of dilution that will result from the Offering). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors and close personal friends and business associates of directors and officers of the Company.

The Company has set the day before the date of this press release as the record date for the purpose of determining existing shareholders entitled to purchase Common Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Common Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company (and still are a shareholder). The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice obtained from a registered investment dealer regarding the suitability of the investment.

Unless the Company determines to increase the gross proceeds of the Offering and receives TSX Venture approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $1,500,000, Common Shares will be allocated pro rata amongst all subscribers qualifying under all available exemptions. No offering document will be provided by the Company in connection with the Offering.

Board and Management

Mr. Wadsworth will continue to lead Sonoro as its CEO as will Mr. Darren Moulds as its CFO.

In addition, the Company is pleased to add significant management and technical strength to its team with the addition of the following management.

Mr. Bill J. Marpe - Director

Mr. Marpe will be joining the Board and will act as the President and General Manager of the entities operating the Budong Budong PSC. Mr. Marpe has over 35 years of experience in the oil and gas industry and prior to assuming his current position acted as General Manager for Petcon Borneo, the holder of the Palangkaraya PSC located in central Kalimantan, Indonesia. Before joining Petcon Borneo he was President of three other private oil & gas companies based in Jakarta, Indonesia. Mr. Marpe is also a lawyer licensed in the State of Texas.

Mr. Hening Sugiatno - Exploration

Mr. Sugiatno has over 20 years of oil and gas exploration and development experience in Indonesia. He was an early advocate for the exploration potential for the Palangkaraya Block and was instrumental in the development of play concept that lead to the granting of the Palangkaraya PSC. He has extensive knowledge of the geological basins throughout Indonesia and has built excellent relationships at multiple levels with the Indonesian petroleum regulatory authorities and petroleum industry. He has a proven successful track record of managing production sharing blocks in Indonesia, including the West Kampar PSC and exploration and development of the Pandalian oil field, located onshore Sumatera. Mr. Hening has a BSC in Geology from UPN Veterans University and a MSc in Geology from the Colorado School of Mines.

Mr. Allan Rachman - Government Relations

Mr. Rachman is an Indonesian graduate engineer with over 20 years management and engineering experience in both upstream and downstream operations in Indonesia. His excellent communication and management skill and experience contributes to his recent positions as Commissioner on the board of PT Petcon Resources, Harvest Natural Resources and Sumatera Persada Energi, Indonesia. Mr. Rachman is a regular participant in Indonesia's government and regulatory consultative panels, which provides excellent access and relationships at all levels of Indonesian regulatory bodies.

Option

The Company is also pleased to announce that it has agreed to enter into an Option Agreement (the "Option Agreement") with Transition Resources Limited ("Transition") and Merdeka Energy Holdings Limited ("Merdeka"), whereby Transition and Merdeka will grant the Company an option (the "Option") to acquire the benefit of a future contingent payment from ConocoPhillips Petroleum Holdings B.V. ("CPP") of US$15 million (the "Benefit Payment"). The Option Agreement is expected to be executed concurrently with the closing of the First Tranche and the Transaction.

The Benefit Payment is payable to Transition and Merdeka if CPP receives approval from the Government of Indonesia for a plan of development for the Kuala Kurun PSC, pursuant to a purchase and sale agreement dated November 20, 2013 among CPP, Transition and Merdeka, as amended on July 11, 2014. Under the Option Agreement, Transition and Merdeka will seek to obtain written consent from CPP to assign entitlement to the Benefit Payment to the Company, and if such consent cannot be obtained, Transition and Merdeka agree to hold the Benefit Payment in trust for the benefit of the Company.

Pursuant to the Option Agreement, on or before the 30th day after the execution of the Option Agreement, the Company will pay a non-refundable fee of C$250,000 (the "Non-Refundable Fee"), to be satisfied through the issuance of 25 million Common Shares to the shareholders of Transition and Merdeka, subject to the approval of the TSX Venture. The Option may be exercised by the Company until September 30, 2016 at an exercise price of US$1 million. If the Option is exercised, the Non-Refundable Fee will be credited towards the exercise price.

About Sonoro

Sonoro is an international oil and gas resource exploration and development company. The Company's primary focus has been on its asphalt license agreement in the Salah ad Din province. With this license under Force Majeure since July 3, 2014 and requiring additional federal approval, the Company is refocusing it efforts to SE Asia with the execution of the Budong Budong PSC.

Forward-looking Statements

This press release contains "forward-looking statements" which may include estimates of future production, cash flows and earnings, business plans for the development of markets and the estimated amounts and timing of capital expenditure, the completion of capital raising and other statements about future events (often, but not always, using words or phrases such as "expects" or "anticipates" or stating that certain events or results "may" be achieved).

Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. Forward-looking statements are based on the estimates and opinions of the management team at the time the statements are made.

Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, such statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated.

The Company has no obligation to update these forward-looking statements should circumstances or management's estimates or opinions change.

Persons reading this release should be aware that our future performance is subject to a wide range of risk factors including:

• ??the Company's inability to raise sufficient funds to complete the Offering and the Transaction

• ??volatility in market prices for oil, natural gas and other hydrocarbons

• ??economic conditions internationally

• ??industry conditions (including changes in laws and regulations)

• ??the results of technology development and commercial development of that technology

• ??the ability of the company to access new markets and secure partners to develop those markets

• ??unexpected changes in the development of the Company's technology

• ??the Company's ability to access sufficient capital

All of these factors are beyond our control and may have a material negative effect on our performance.

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.

ON BEHALF OF THE BOARD OF SONORO ENERGY LTD.

"Richard Wadsworth" Chairman and CEO

Suite 600, 520-5th Ave S.W.

Calgary, Alberta T2P 3R7

Tel: (403) 262-3252
Web Site: http://www.sonoroenergy.com/

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

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