Mr. Alex Bugden reports
SORRENTO RESOURCES AMENDS BROKERED PRIVATE PLACEMENT OFFERING
Sorrento Resources Ltd., further to its news release dated Oct. 21, 2025, has entered into a revised agreement with Research Capital Corp., as sole agent and sole bookrunner, to amend the terms of its previously announced best efforts private placement offering for aggregate gross proceeds of up to $4.5-million. The offering will comprise a combination of:
- Premium flow-through (FT) units of the company at a price of 35 cents 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) and one common share purchase warrant;
- Flow-through units of the company at a price of 30 cents per FT unit. Each FT unit will consist of one common share that will qualify as flow-through shares within the meaning of Subsection 66(15) of the tax act and one-half of one warrant;
- Units of the company at a price of 25 cents per unit. Each unit will consist of one common share of the company and one warrant.
Each whole warrant shall entitle the holder thereof to purchase one common share at an exercise price of 35 cents 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 and 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 and FT units with an effective date of no later than Dec. 31, 2025. The net proceeds from the sale of units will be used for the company's continuing exploration drilling program, working capital requirements and other general corporate purposes.
The agent will have an option to offer for sale up to an additional 15 per cent of the number of premium FT units, 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, 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 Oct. 30, 2025, or such other date as agreed upon between the company and the agent, 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, 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 per cent 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 equal to 6.0 per cent of the total number of premium FT units, 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 25 cents per common share for a period of 24 months following the closing.
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, including Wing Pond, Lord Baron, the PEG lithium project and the Harmsworth (VMS (volcanogenic massive sulphide)) project, all located in Newfoundland.
We seek Safe Harbor.
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