Sorrento to close private placement by Nov. 14

Executive Summary

• Sorrento Resources Ltd. provides an update on its brokered private placement offering, anticipating closing by November 14, 2025, following a delay caused by budget issues regarding the charity component.
• The offering, led by Eric Sprott, aims to raise up to $4.5 million (up to $5.175 million with the over-allotment option) through the sale of premium flow-through units, flow-through units, and standard units.
• Proceeds will be allocated to eligible Canadian exploration expenses (CEE) for flow-through units, while standard unit proceeds will fund exploration drilling, working capital, and general corporate purposes.

Key Details

• Closing Timeline: Anticipated closing by November 14, 2025; previously delayed due to charity component budget delays.
• Lead Investor: Eric Sprott.
• Agent: Research Capital Corp. (Sole agent and sole bookrunner).
• Gross Proceeds: Up to $4.5 million; up to $5,175,000 if the agent’s over-allotment option is exercised in full.
• Over-Allotment Option: Agent has an option to purchase up to 15% additional units, exercisable up to 48 hours prior to closing.
• Unit Structure and Pricing:
  • Premium Flow-Through Units: 35 cents per unit. Consists of one common share (qualifying as flow-through shares under Subsection 66(15) of the Income Tax Act) and one common share purchase warrant.
  • Flow-Through Units: 30 cents per unit. Consists of one common share (qualifying as flow-through shares) and one-half of one warrant.
  • Standard Units: 25 cents per unit. Consists of one common share and one warrant.
• Warrant Terms (Investors): Each whole warrant entitles the holder to purchase one common share at an exercise price of 35 cents per warrant share, exercisable for 24 months following closing.
• Use of Proceeds:
  • Premium FT & FT Units: Net proceeds used for eligible Canadian exploration expenses (CEE) related to flow-through critical mineral mining expenditures on projects in Newfoundland and Labrador. CEE to be renounced to purchasers with an effective date no later than December 31, 2025.
  • Standard Units: Net proceeds used for continuing exploration drilling program, working capital requirements, and other general corporate purposes.
• Hold Period: Four months and one day from closing for all issued units and underlying securities.
• Agent Compensation:
  • Cash Fee: 6.0% of gross proceeds (including over-allotment).
  • Broker Warrants: Non-transferable warrants equal to 6.0% of the total number of premium FT units, FT units, and units sold (including over-allotment).
  • Broker Warrant Terms: Exercise price of 25 cents per common share, exercisable for 24 months following closing.
• Jurisdiction: Offered via private placement in all Canadian provinces and other jurisdictions where lawful (including the US under private placement exemptions).