Sorrento Resources Amends Brokered Private Placement Offering

Executive Summary

• Sorrento Resources Ltd. revised its private placement offering to raise 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 including common shares and warrants.
• Net proceeds will be allocated to Canadian exploration expenses (flow‑through tax benefits) for Newfoundland & Labrador projects, as well as drilling, working capital and general corporate purposes.

Key Details

• Offering Size: Up to $4,500,000 gross proceeds; up to $5,175,000 if Agent’s Option is fully exercised (additional 15% of units).
• Unit Structure & Pricing:
• Premium FT Units: $0.35 per unit → 1 common share (flow‑through) + 1 warrant.
• FT Units: $0.30 per unit → 1 common share (flow‑through) + ½ warrant.
• Units: $0.25 per unit → 1 common share + 1 warrant.
• Warrant Terms: Each whole warrant allows purchase of one common share at $0.35 exercise price, exercisable up to 24 months after closing.
• Use of Proceeds:
• Premium FT Units & FT Units – fund eligible Canadian Exploration Expenses (CEE) that qualify as flow‑through critical mineral mining expenditures for projects in Newfoundland & Labrador; CEE will be renounced to purchasers by Dec 31 2025.
• Regular Units – support ongoing exploration drilling program, working capital, and other general corporate purposes.
• Agent’s Option: Research Capital Corporation may offer up to an additional 15% of the units sold, exercisable up to 48 hours before closing.
• Closing Date: Expected on or about October 30 2025, subject to regulatory approvals (including CSE approval).
• Hold Period: All issued units and underlying broker warrants have a lock‑up of four months and one day from the closing date.
• Agent Compensation:
• Cash fee equal to 6.0% of gross proceeds (including any exercised Agent’s Option).
• Non‑transferable broker warrants equal to 6.0% of total units sold, exercisable at $0.25 per common share for 24 months post‑closing.
• Jurisdiction: Units offered via private placement in Canadian provinces; may also be offered where lawful (including the U.S. under applicable exemptions).

Notable Quotes

“The revised offering provides us with flexible financing to advance our exploration programs while delivering valuable flow‑through tax benefits to investors,” – Alex Bugden, CEO, President & Qualified Person, Sorrento Resources Ltd.