Sorrento Resources Provides Update on Brokered Private Placement Offering

Executive Summary

• Sorrento Resources Ltd. announces the anticipated closing of its broker‑driven private placement offering by Nov 14, 2025, with gross proceeds up to $4.5 million (potentially $5.175 million if the agent’s option is exercised).
• The offering consists of three classes of units – Premium Flow‑Through Units ($0.35), Flow‑Through Units ($0.30) and regular Units ($0.25) – each bundled with common shares and warrants.
• Net proceeds will be allocated to eligible Canadian exploration expenses for Newfoundland & Labrador projects (Premium FT & FT Units) and to the company’s ongoing drilling program, working capital and general corporate purposes (Units).

Key Details

• Offering Structure
• Premium FT Units – $0.35 per unit; each includes one flow‑through common share + one warrant.
• Flow‑Through Units – $0.30 per unit; each includes one flow‑through common share + ½ warrant.
• Regular Units – $0.25 per unit; each includes one common share + one warrant.
• Warrant Terms
• All warrants allow purchase of one common share at an exercise price of $0.35 (Premium FT & FT Units) or $0.25 (Units), exercisable for up to 24 months after closing.
• Gross Proceeds
• Base offering: up to $4,500,000.
• Agent’s optional additional 15% of units could raise total gross proceeds to $5,175,000.
• Use of Proceeds
• Premium FT & FT Units – earmarked for eligible “Canadian exploration expenses” (CEE) that qualify as flow‑through critical mineral mining expenditures on Newfoundland & Labrador projects; CEE to be renounced to purchasers by Dec 31, 2025.
• Regular Units – directed toward the company’s ongoing exploration drilling program, working capital, and other general corporate purposes.
• Closing Timeline
• Anticipated closing date: by Nov 14, 2025 (delayed due to charity‑component budget issues).
• Agent & Compensation
• Research Capital Corporation acts as sole agent/bookrunner.
• Agent receives a cash fee of 6.0% of gross proceeds and is granted non‑transferable broker warrants equal to 6.0% of the total units sold (including any exercised option). Broker warrants allow purchase of common shares at $0.25 for 24 months post‑closing.
• Holding Period
• All issued units and underlying securities are subject to a hold period of four months and one day from closing.
• Regulatory Notes
• Securities are not registered under the U.S. Securities Act; offering limited to jurisdictions where private placement exemptions apply.

Notable Quotes

“We remain focused on advancing our exploration portfolio in Newfoundland and Labrador, and this financing provides the capital needed to pursue those objectives while delivering flow‑through tax benefits to our investors.” – Alex Bugden, CEO & President

Materiality Assessment: Material – Positive (significant new financing that supports ongoing exploration activities).