Sonora Resources Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





EXHIBIT 10.1

MARCH 1, 2012

Translated from Mexican

Ramiro Romero Aguirre.
Guadalajara, Jalisco, Mexico

Attention: Mr. Ramiro Romero Aguirre

Re: Letter of Intent – Acquisition of Old dumps within “LIZ”
mining claim

This letter of intent (“Letter of Intent”) sets out the
general terms and conditions of the proposed joint venture and benefits of old
dumps exploitation between Ramiro Romero Aguirre (“the associated”) of an
option to acquire, process and marketing up to a 100% interest to “Sonora
Resources Corp.” through its fully owned Mexican subsidiary Finder Plata SA de
CV in and to certain volume of old dumps with content of silver and gold which
are located in surface of a mining claim Named Liz title 216028, claim held by
the Owner located in Ayutla municipality of Jalisco State, México described as
(“Old dumps”).

The purpose of this letter is to set out sufficient details of
the proposed transaction terms (the “Proposed Transaction”) in order that
a comprehensive formal participation agreement (the “Agreement”) may be
prepared and executed by Finder Plata S.A. de C.V. (“Finder”) and the
associated. We acknowledge that this Letter of Intent does not result in the
formation of a legally binding agreement between the Parties, other than in
respect of section 4 below entitled “Confidentiality”, which set out legally
binding obligations of Finder and the associated enforceable in accordance with
their terms.

1.            Transaction
Terms

1.1          The
associated grants Finder through a joint venture Agreement to acquire, process
in site, and market the mineral products obtained from 100% of the dumps, which
are estimated at 50,000 ton (fifty thousand) and are located on Liz mining claim
and on surface of land owned by the associated which are free and clear of all
liens charges and claims of others, such agreement shall be exercised or
finished on or before December 15, 2013 (“Agreement deadline”). The
agreement deadline could be later depending on the volume end of the economic
dumps and processing capacity.

1.2          Finder
may exercise the agreement by, paying the following: 

	 	i. 	
      $ 5,000 on signing of this Letter of Intent included
      sixteen percent (16%) IVA Mexican tax (if
applicable).








	 	ii. 	
      $ 5,000 upon signing the Option agreement ninety (90)
      days after the signing of this Letter of Intent included sixteen percent
      (16%) IVA Mexican tax (if applicable).

	 	 	 
	 	iii. 	
      After signing the final agreement Finder undertakes to
      perform an estimated investment, $400,000 US (four hundred thousand) in
      capital expenditures to build the infrastructure, equipment, working
      capital, management and commissioning expenses to process the Old dumps in
      site and marketing silver and gold content. All the capital expenditures,
      working capital, pre-operating, commissioning and during the process in
      commercial production of the Old dumps would be controlled by Finder, well
      as the marketing of the silver and gold content.



1.3          During
the term of the Agreement, The associated will maintain the Liz mining claim and
land property in good standing by doing and filing all assessment work, making
all payments and by performing all other acts which may be necessary in order to
keep the old dumps in good standing and free and clear of all liens and other
charges. All costs associated with maintaining Liz mining claim and land
property where are located the old dumps will be paid by the associated.

1.4          The
associated or his representatives will be part of the team at the pre-operating
stage and in production stage with the function of ensuring that work will not
have problems of access to the property and the development of all activities
concerning the extraction an processing of the old dumps, as well as the
verification of the contents of gold and silver to be produced and marketed.

1.5          Finder
will pay to the associated after deducting cost of sales of the Net smelter
return (“NSR”) of each batch of concentrate, precipitates or Dore sold
and received the final liquidation a 40% over the earnings before interest,
taxes, depreciation and amortization (“EBITDA”) that result of using generally
accepted accounting practices monthly. 70% of the 40% in advance were paid to
the associated of the amount resulting on monthly EBITDA; the other 30% after
the pay back of the pre-operating capital expenditures shall be paid by
redemptions during the depletion of the old dumps. Subsequent payments to the
pay back Finder will be pay to the associated 100% of the 40% monthly
EBITDA.

1.6          The
Parties agree that that the associated will expedite to Finder the bills that
protect the payment received from Finder, through a document which contents all
the established requirements by the applicable and legal dispositions in
financial matter; in this case will be added to the payment amount the
corresponding Added Value Tax (IVA), which will be transfer at the moment of the
payment.

1.7          The
Parties also agree that in case that the associated cannot expedite the
appropriate bill due his or her financial regime, according to the previous
paragraph, Finder should make the correspondent withholding for the
accomplishment effects to the legal dispositions in the fiscal matter in Estados
Unidos Mexicanos.




2.            Conditions

2.1          The
completion of the Proposed Transaction will be conditional upon the
following:

	 	(a) 	
      the signing of a definitive Agreement by the parties;
      and

	 	 	 
	 	(b) 	
      Completion of satisfactory due diligence on the Liz Claim
      and surface right, measuring and assaying the old dumps with the purpose
      of determine the real volume of old dumps interest and
  feasibility.



3.            Closing/Termination

3.1          The
parties will use their reasonable best efforts to enter into the agreement
within ninety (90) days of the date of this Letter of Intent, or as soon as
reasonably practicable thereafter. At closing the parties will deliver such
documentation as may be reasonably requested by the other parties’ counsel as
contemplated in the Agreement.

3.2          If
the parties have not entered into the Option Agreement by June 1, 2012, this
Letter of Intent may be extended at will of the parties.

4.            Confidentiality

4.1          The
terms of this Letter of Intent and, all information obtained in connection with
the performance of this Letter of Intent, and the due diligence to be conducted
by the parties (the “Confidential Information”), will be the exclusive
property of the party providing such information (the “Disclosing Party”)
and will not be disclosed by the receiving party (the “Recipient”) to any
third party or the public without the prior written consent of the Disclosing
Party. Subject to applicable law and the policies of any applicable stock
exchange, the parties will agree with each other on the form, content and timing
of any public announcement regarding the Proposed Transaction and Finder may
make through Sonora Resources Corp any public disclosure of the existence of
this Letter of Intent or the Proposed Transaction.

5.            Miscellaneous

5.1          Each
of the parties will be responsible for the expenses of their respective
professional advisors.

5.2          Time
shall be of the essence in the performance of the Agreement. If these general
terms and conditions are acceptable to Ramiro Romero Aguirre (“The
associate”) please arrange to sign for the execution of this letter of
intent. Upon receipt the LOI we will instruct our legal counsel to prepare a
final document of the Agreement and related documents for review by the
associate and its counsel.




 

 

Yours truly,

SONORA RESOURCES CORP. /Finder Plata S.A. de C.V.

/s/ Juan Miguel Rios Gutiérrez 
Juan Miguel Ríos
Gutiérrez. 
President & CEO/Sole administrator

The general terms and conditions of the Proposed Transaction
are acceptable.

Dated: March 1, 2012.

The Associated

/s/ Ramiro Romero Aguirre
Ramiro Romero Aguirre