Sorrento Resources Announces Closing of $3.2 Million Brokered Private Placement Offering

Executive Summary

• Sorrento Resources Ltd. closed its private placement, raising $3,175,000 in aggregate gross proceeds.
• The offering comprised three classes of units (Premium FT Units, FT Units, and regular Units) each with common shares and warrants priced between $0.25‑$0.35 per unit.
• Proceeds will be allocated to Canadian exploration expenses (including flow‑through critical mineral mining expenditures), ongoing drilling programs, working capital, and general corporate purposes; related party debt settlements were also executed.

Key Details

• Offering Structure & Pricing
• 4,200,000 Premium FT Units @ $0.35 each → $1,470,000 gross proceeds. Each unit = 1 common share (flow‑through) + 1 warrant.
• 916,700 FT Units @ $0.30 each → $275,010 gross proceeds. Each unit = 1 common share (flow‑through) + ½ warrant.

• 5,719,960 Units @ $0.25 each → $1,429,990 gross proceeds. Each unit = 1 common share + 1 warrant.

• Warrant Terms – All warrants (including Agent’s and Broker Warrants) allow purchase of one common share at an exercise price of $0.35 (or $0.25 for Agent’s/Broker Warrants) until November 18, 2027.

• Use of Proceeds

• Premium FT Units & FT Units: fund eligible Canadian Exploration Expenses (CEE), split equally between flow‑through critical mineral mining expenditures and other flow‑through mining expenses on Newfoundland & Labrador projects; CEE to be renounced by Dec 31, 2025.

• Regular Units: support ongoing exploration drilling, working capital, and general corporate purposes.

• Agent Compensation – Cash commission of $171,300, plus 573,400 broker warrants to the Agent; advisory fee ≈ $6,000 and 24,000 advisory broker warrants (exercise price $0.25, expiry Nov 18 2027).

• Resale Restrictions – All securities subject to Canadian resale restrictions until March 19, 2026.

• Related Party Set‑offs & Debt Settlement

• Set‑off of a $150,000 loan from Canal Front Investments (600,000 Units) and $70,000 fees to an Alex Bugden‑controlled entity (280,000 Units).

• New debt settlement with Kluane Capital FZCO: $50,000 loan settled by issuing 200,000 Units @ $0.25 each; closing expected around Nov 25, 2025.

• Commitment Warrants – Issued 800,000 commitment warrants to Canal and Kluane (same terms as other warrants), also subject to resale restrictions until March 19, 2026.

• Early Warning Disclosure – Post‑closing, Blair Naughty (Canal) holds 5,130,500 shares (~11.78% undiluted, 15.09% partially diluted). An early warning report will be filed.

• Regulatory Notices – Securities not registered under U.S. securities laws; offering limited to Canadian investors or exempt transactions.

Notable Quotes

“The successful closing of this private placement provides us with the capital needed to advance our exploration programs in Newfoundland and Labrador while maintaining a disciplined balance sheet,” – Alex Bugden, CEO & President.