Item 1.01. Entry into a Material Definitive Agreement.

On April 30, 2012, Sonora Resources Corp. ("Sonora or the Company") closed a private placement for gross aggregate proceeds of $740,000. The private placement consisted of the sale of an aggregate of 3,700,000 shares of the Company's common stock at a price of $0.20 per share. Subscribers included First Majestic Silver Corp. (NYSE:AG, TSX:FR) (which invested $350,000) and an officer of First Majestic Silver Corp. The shares issued under the private placement are restricted under applicable securities laws and are not freely tradable. First Majestic Silver Corp. is an existing shareholder, which now owns 13,750,000 shares of common stock or 14.6% of the Company's common stock on a fully diluted basis.

A Company shareholder cancelled 13.5 million restricted shares of common stock as a further condition of the funding.

Finally, Coventry Capital LLC converted Demand Promissory Notes totaling $605,000 and accrued interest of $32,440 into 2,549,760 shares of restricted common stock at US$0.25 per share.

The Company plans to use the proceeds of the private placement for the development of the Ayones, Jalisco, Los Amoles and Corazon projects in Mexico.

The Subscription Agreement and the Conversion Notice will be attached as exhibits to the Form 10-Q for the three months ended May 31, 2012.