Sorrento arranges $4.5-million private placement

Executive Summary

• Sorrento Resources Ltd. has entered into an agreement for a best-effort brokered private placement offering with Research Capital Corp. as the sole agent.
• The offering aims to raise up to $4.5 million in gross proceeds through two tranches: premium flow-through units and standard units, with an additional option for the agent to purchase up to 15% more units.
• Proceeds will be utilized for eligible Canadian exploration expenses (CEE) related to critical minerals in Newfoundland and Labrador, as well as for continuing exploration drilling, working capital, and general corporate purposes.

Key Details

• Total Gross Proceeds: Up to $4.5 million (base offering).
• Agent Option: The agent has an option to purchase up to an additional 15% of the units sold. If exercised in full, aggregate gross proceeds will reach $5,175,000.
• Tranche 1 (Premium Flow-Through Units):
  • Amount: Up to $3 million.
  • Price: 35 cents per unit.
  • Composition: One common share qualifying as a flow-through share (under Subsection 66(15) of the Income Tax Act (Canada)) and one common share purchase warrant.
  • Use of Proceeds: To incur eligible Canadian exploration expenses (CEE) related to flow-through critical mineral mining expenditures on projects in Newfoundland and Labrador.
  • Renunciation: The company will renounce such CEE to purchasers with an effective date no later than Dec. 31, 2025.
• Tranche 2 (Standard Units):
  • Amount: Up to $1.5 million.
  • Price: 25 cents per unit.
  • Composition: One common share and one warrant.
  • Use of Proceeds: Continuing exploration drilling program, working capital requirements, and other general corporate purposes.
• Warrant Terms (Investors):
  • Exercise Price: 35 cents per warrant share.
  • Duration: Exercisable at any time up to 24 months following closing.
  • Ratio: One warrant per unit.
• Agent Compensation:
  • Cash Fee: 6.0% of gross proceeds (including any exercise of the agent option).
  • Broker Warrants: Non-transferable warrants equal to 6.0% of the total number of premium flow-through units and units sold (including agent option).
  • Broker Warrant Terms: Exercise price of 25 cents per common share, exercisable for 24 months following closing.
• Closing and Conditions:
  • Scheduled Closing: On or about Oct. 30, 2025.
  • Conditions: Subject to necessary approvals, including the Canadian Securities Exchange.
  • Jurisdiction: Offered via private placement in Canadian provinces and other lawful jurisdictions (including U.S. private placement exemptions).
  • Hold Period: Four months and one day from closing for all issued securities.