Naughty Ventures, Sorrento amend Bottom Brook option

Executive Summary

• Naughty Ventures Corp. and Sorrento Resources Ltd. have mutually agreed to revise the terms of their definitive option agreement regarding the Bottom Brook rare earth element (REE) property in Newfoundland and Labrador.
• The revised agreement outlines Sorrento's path to acquire up to 100% of Naughty Ventures' interest in the property through cash payments, share issuances, and exploration expenditures, with a closing deadline tied to the third anniversary of the original agreement.
• The transaction remains conditional on Sorrento completing a financing for minimum aggregate proceeds of $3 million and obtaining necessary regulatory consents.

Key Details

• Property: Bottom Brook rare earth element (REE) property, located in Newfoundland and Labrador.
• Transaction Structure: Sorrento holds an option to acquire up to 100% of Naughty Ventures' right, title, and interest in the mineral claims.
• Earn-In Requirements: Sorrento can exercise the option by making cash payments, issuing common shares in Sorrento, and incurring exploration expenditures on or before specific dates (referenced in an internal table not provided in the text).
• Carried Interest: Naughty Ventures retains a 20% free carried interest in the property indefinitely, unless Sorrento issues shares equal to 10% of its total issued and outstanding shares to earn the final 20% interest.
• Operator: Sorrento is designated as the operator responsible for all work and activities on the property during the option term.
• Acceleration Clause: Sorrento may accelerate the exercise of the option by fulfilling cash, share, and expenditure obligations prior to the expiration date.
• Closing Conditions: Closing is subject to Sorrento completing a financing for minimum aggregate proceeds of $3 million, receiving all necessary consents/approvals, and satisfying customary closing conditions.
• Finder’s Fee: Sorrento agreed to pay a finder’s fee equal to 10% of each completed cash payment and share issuance due under the option agreement, payable in cash or Sorrento shares, to Kluane Capital FZCO.
• Original Agreement Date: The definitive option agreement was originally dated October 15, 2025.

Notable Quotes

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