Naughty Ventures Corp. Enters into Strategic Option Agreement with Sorrento Resources to Advance Rare Earth Element Property

Executive Summary

• Naughty Ventures and Sorrento Resources have entered into a definitive option agreement granting Sorrento the right to acquire up to 100% of Naughty Ventures’ interest in the Bottom Brook rare‑earth element property in Newfoundland and Labrador.
• The option can be exercised over a three‑year period with staged cash payments, share issuances (up to 13 million Sorrento shares at closing) and required exploration expenditures; completion yields Naughty Ventures a potentially large equity stake in Sorrento and a carried interest in the property.
• A finder's fee of 10% of each cash/payment‑share tranche will be paid to Kluane Capital FZCO, and Sorrento will act as operator for all work on the Bottom Brook Property.

Key Details

• Parties: Naughty Ventures Corp. (CSE: BAD) (“Naughty”) and Sorrento Resources Ltd. (CSE: SRS) (“Sorrento”).
• Asset: Bottom Brook rare‑earth element (REE) mineral claims in Newfoundland & Labrador.
• Option Structure:
• Exercise Window: Up to the third anniversary of the agreement (Oct 15, 2028).
• Milestone Payments & Share Issuances:

• Final Interest Option: If the last 20 % interest is not earned via share issuance, Naughty retains a perpetual 20 % free carried interest in the property.
• Operator: Sorrento will be responsible for all exploration and development activities on Bottom Brook for the term of the option.
• Finders’ Fee: 10 % of each cash payment and share issuance (payable in cash or shares) to Kluane Capital FZCO.
• Closing Conditions: Subject to receipt of all required consents, approvals, and customary closing conditions; Closing Date to be mutually agreed after satisfaction/waiver of conditions.
• Strategic Rationale:
• Naughty avoids dilution and direct capital outlay while positioning itself as a major shareholder of Sorrento.
• Sorrento adds a REE asset to its portfolio and can leverage its local expertise to advance the project.

Notable Quotes

“We are thrilled to have Sorrento—a local Newfoundland company we know well—option the Bottom Brook Property… This structure unlocks value for our shareholders by positioning Naughty Ventures to become one of the largest shareholders of Sorrento while avoiding dilution and direct capital spend.” – Blair Naughty, CEO, Naughty Ventures

“I am incredibly excited to add this to Sorrento’s portfolio… We intend on starting work in the near future and will provide a steady stream of updates to shareholders.” – Alex Bugden, CEO, Sorrento Resources