Vancouver, British Columbia–(Newsfile Corp. – October 21, 2025) – SORRENTO RESOURCES LTD. (CSE: SRS) (OTCQB: SRSLF) (“SORRENTO”) (the “Company“) is pleased to announce that it has entered into an agreement with Research Capital Corporation, as sole agent and sole bookrunner (the “Agent“), in connection with a best efforts, private placement offering (the “Offering“) for aggregate gross proceeds of up to $4,500,000 in a combination of:
- up to $3,000,000 in premium flow-through units of the Company (the “Premium FT Units“) at a price of $0.35 per Premium FT Unit. Each Premium FT Unit will consist of one Common Share that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act“) and one common share purchase warrant (a “Warrant“); and
- up to $1,500,000 in units of the Company (the “Units“) at a price of $0.25 per Unit. Each Unit will consist of one common share of the Company (a “Common Share“) and one Warrant.
Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share“) at an exercise price of $0.35 per Warrant Share at any time up to 24 months following the Closing (as defined herein).
The net proceeds from the sale of Premium FT Units will be used to incur eligible “Canadian exploration expenses” (“CEE“) that are “flow-through critical mineral mining expenditures” (as such term is defined in the Tax Act) related to exploration expenses on the Company’s projects in Newfoundland and Labrador, as permitted under the Tax Act to qualify as CEE. The Company will renounce such CEE to the purchasers of the Premium FT Units with an effective date of no later than December 31, 2025. The net proceeds from the sale of Units will be used for the Company’s ongoing exploration drilling program, working capital requirements and other general corporate purposes.
The Agent will have an option (the “Agent’s Option“) to offer for sale up to an additional 15% of the number of Premium FT Units and Units sold in the Offering, which Agent’s Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering. If the Agent’s Option is exercised in full, the aggregate gross proceeds to the Company will be $5,175,000.
The Premium FT Units and Units to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada. The Units may also be offered in those other jurisdictions where the Offering can lawfully be made (including the U.S. under applicable private placement exemptions).
The Offering is scheduled to close on or about October 30, 2025, or such other date as agreed upon between the Company and the Agent (the “Closing“) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange. The Premium FT Units and Units and securities underlying the Broker Warrants (as defined herein) to be issued under the Offering will have a hold period of four months and one day from Closing.
In connection with the Offering, the Agent will receive an aggregate cash fee equal to 6.0% of the gross proceeds from the Offering, including in respect of any exercise of the Agent’s Option. In addition, the Company will grant the Agent, on date of Closing, non-transferable broker warrants (the “Broker Warrants“) equal to 6.0% of the total number of Premium FT Units and Units sold under the Offering (including in respect of any exercise of the Agent’s Option). Each Broker Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.25 per Common Share for a period of 24 months following the Closing.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Sorrento Resources Ltd.
Sorrento is engaged in acquisition, exploration, and development of mineral property assets in Canada. Sorrento’s objective is to locate and develop economic precious and base metal properties of merit in including the Wing Pond, Lord Baron, The PEG lithium project, and the Harmsworth (VMS) project all located in Newfoundland.
On Behalf of the Board of Directors,
“Alex Bugden“
CEO, President, and Qualified Person
For further details, please contact:
Email: investors@sorrentoresources.ca
Phone: 604-290-6152
Cautionary Note Regarding Forward-Looking Information
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the expectation that the Offering will close in the timeframe and on the terms as anticipated by management. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connation thereof. These forward‐looking statements or information relate to, among other things: the completion of the Offering; the expected closing date of the Offering; the intended use of proceeds from the Offering; the Company’s ability to incur Canadian Exploration Expenses and flow-through critical mineral mining expenditures as anticipated by management; and the receipt of all necessary approvals for the completion of the Offering, including the approval of the Canadian Securities Exchange.
Important factors that could cause actual results to differ materially from the Company’s plans or expectations include risks relating to the failure to complete the Offering in the timeframe and on the terms as anticipated by management, market conditions and timeliness regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
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