Subject: Sorrento Resources Ltd. | holder Canal Front acquires 1,000,000 common shares & 500,000 warrants
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NEWS RELEASE
CANAL FRONT INVESTMENTS INC. ACQUIRES SECURITIES OF
SORRENTO RESOURCES LTD.
Vancouver, British Columbia, May 7, 2025 - Canal Front Investments Inc. (the "Acquiror") acquired ownership and control of 1,000,000 common shares (the "Subject Shares") and 500,000 common share purchase warrants (the "Subject Warrants" and together with the Subject Shares, the "Subject Units") of the Company.
The Subject Shares represented approximately 13.16% of all issued and outstanding common shares of the Company as of May 6, 2025, immediately following the transaction described above (or approximately 15.11% on a partially diluted basis, assuming exercise of the Subject Warrants only), resulting in a corresponding increase in the percentage of shares held by the Acquiror as a result of the transaction.
Immediately before the transaction described above, the Acquiror held 3,365,500 common shares of the Company (the "Pre-Shares") and 500,000 warrants (the "Pre-Warrants").
Immediately following the transaction described above, the Acquiror held an aggregate of 4,365,500 common shares (the "Post-Shares") and convertible securities entitling the Acquiror to acquire an additional 500,000 common shares of the Company (the "Post-Convertible Securities"), representing approximately 14.25% of the issued and outstanding common shares of the Company (or approximately 17.55% assuming exercise of such Post-Convertible Securities only).
The aggregate consideration payable for the Subject Units was $75,000.00 or $0.075 per Subject Unit. The Subject Units were acquired in an open market which does not contain any provisions regarding the transfer, guarantee or voting of such securities.
The holdings of securities of the Company by the Acquiror are managed for investment purposes. The Acquiror may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities they hold or will hold, or may continue to hold their current positions.
Additional Information
A copy of the applicable securities report filed in connection with the matters set forth above may be obtained on SEDAR+ under the profile of Sorrento Resources Ltd.
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EARLY WARNING REPORT FILED PURSUANT TO PART 3 OF NATIONAL INSTRUMENT 62-103 (THE "INSTRUMENT")
Security and Reporting Issuer
This report is made pursuant to the provisions of the securities legislation referred to above in connection with certain acquisitions of securities of Sorrento Resources Ltd. (the "Company"), 830-999 West Broadway, Vancouver, British Columbia, V5Z 1K5 Canada.
Identity of Acquirer
The transaction described in item 1 involved:
Canal Front Investments Inc.
2801 Henry St, Port Moody, BC, V3H 2K1
(non-reporting company controlled by Mr. Blair Naughty, the "Acquiror")
Interest in Securities of the Reporting Issuer
On May 6, 2025, the Acquiror acquired ownership and control of 1,000,000 common shares (the "Subject Shares") and 500,000 common share purchase warrants (the "Subject Warrants" and together with the Subject Shares, the "Subject Units") of the Company.
The Subject Shares represented approximately 13.16% of all issued and outstanding common shares of the Company as of May 6, 2025, immediately following the transaction described above (or approximately 15.11% on a partially diluted basis, assuming exercise of the Subject Warrants only), resulting in a corresponding increase in the percentage of shares held by the Acquiror as a result of the transaction.
Immediately before the transaction described above, the Acquiror held 3,365,500 common shares of the Company (the "Pre-Shares") and 500,000 warrants (the "Pre-Warrants").
Immediately following the transaction described above, the Acquiror held an aggregate of 4,365,500 common shares (the "Post-Shares") and convertible securities entitling the Acquiror to acquire an additional 500,000 common shares of the Company (the "Post-Convertible Securities"), representing approximately 14.25% of the issued and outstanding common shares of the Company (or approximately 17.55% assuming exercise of such Post-Convertible Securities only).
Consideration Paid.
The aggregate consideration payable for the Subject Units was $75,000.00 or $0.075 per Subject Unit.
Purpose of the Transaction
The holdings of securities of the Company by the Acquiror are managed for investment purposes. The Acquiror may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities they hold or will hold, or may continue to hold their current positions.
Agreements, Arrangements, Commitments or Understandings with respect to Securities of the Company
The Subject Units were acquired in the open market which does not contain any provisions regarding the transfer, guarantee or voting of such securities.
Change in Material Fact.
Not Applicable.
Exemption.
Section 2.3 of National Instrument 45-106.
Certification
The undersigned certifies that the information herein is true and complete in every respect.
DATED this 7th day of May, 2025.
CANAL FRONT INVESTMENTS INC.
"Blair Naughty"
Blair Naughty, Authorized Signatory
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