Sorrento Resources Announces $4.5 Million Brokered Private Placement Offering

Executive Summary

• Sorrento Resources Ltd. entered into an agreement with Research Capital Corporation to conduct a best‑efforts private placement for up to $4.5 million in Premium Flow‑Through Units and regular Units, with an optional increase to $5.175 million if the Agent’s Option is exercised.
• The offering consists of:
• Up to 3,000,000 Premium FT Units at $0.35 each (each unit = 1 common share + 1 warrant).
• Up to 1,500,000 regular Units at $0.25 each (each unit = 1 common share + 1 warrant).
• Proceeds will be allocated to eligible Canadian exploration expenses on Newfoundland & Labrador projects, ongoing drilling programs, working capital and general corporate purposes.

Key Details

• Agent: Research Capital Corporation – sole agent and bookrunner.
• Pricing & Structure:
• Premium FT Units: $0.35 per unit → up to $3,000,000 gross proceeds.
• Regular Units: $0.25 per unit → up to $1,500,000 gross proceeds.
• Warrant Terms: Each warrant (both in Premium FT Units and regular Units) allows purchase of one common share at $0.35 per share, exercisable for 24 months after closing.
• Agent’s Option: Right to sell an additional 15 % of the units sold; if exercised fully, total gross proceeds rise to $5,175,000.
• Use of Proceeds:
• Premium FT Units – eligible Canadian exploration expenses (flow‑through critical mineral mining expenditures) on Newfoundland & Labrador projects, with CEE renounced to purchasers by Dec 31 2025.
• Regular Units – ongoing exploration drilling, working capital, and general corporate purposes.
• Closing Date: Expected on or about October 30 2025, subject to required approvals (including CSE approval).
• Hold Period: Securities issued will have a hold period of four months and one day from closing.
• Fees & Broker Warrants:
• Agent cash fee: 6.0 % of gross proceeds (including any exercised option).
• Broker Warrants granted to Agent equal to 6.0 % of total units sold; each warrant permits purchase of one common share at $0.25 per share for 24 months post‑closing.
• Regulatory Notes: Securities are not registered under U.S. securities laws and may only be offered in compliance with applicable exemptions.

Notable Quotes

• “We are pleased to secure this financing which will enable us to advance our exploration programs across Newfoundland and Labrador while providing flow‑through tax benefits to investors,” – Alex Bugden, CEO, President & Qualified Person, Sorrento Resources Ltd.