Mr. Alex Bugden reports

SORRENTO RESOURCES ANNOUNCES CLOSING OF $3.2 MILLION BROKERED PRIVATE PLACEMENT OFFERING

Sorrento Resources Ltd. has closed its previously announced private placement offering for aggregate gross proceeds of $3,175,000. The offering was led by Research Capital as sole agent and sole bookrunner. In connection with the offering, the company issued the following combination of securities:

• 4.2 million premium flow-through units of the company at a price of 35 cents per premium FT unit for gross proceeds of $1.47-million; each premium FT unit will consist of one common share of the company that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one common share purchase warrant;
• 916,700 flow-through units of the company at a price of 30 cents per FT unit for gross proceeds of $275,010; each FT unit will consist of one common share that will qualify as a flow-through share within the meaning of Subsection 66(15) of the tax act and one-half of one warrant; and
• 5,719,960 units of the company at a price of 25 cents per unit for gross proceeds of $1,429,990; each unit will consist of one common share of the company and one warrant.

Each warrant entitles the holder thereof to purchase one common share at an exercise price of 35 cents per warrant share until Nov. 18, 2027.

The gross proceeds from the sale of premium FT units and FT units will be used to incur eligible Canadian exploration expenses, whereby one-half of the CEE will be flow-through critical mineral mining expenditures and the remaining one-half of the CEE will be flow-through 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 company paid the agent a cash commission of $171,300 and granted the agent 573,400 broker warrants. In addition, the agent received an advisory fee of approximately $6,000 and 24,000 advisory broker warrants on the same terms as the broker warrants. Each agent's warrant shall entitle the holder thereof to purchase one common share at an exercise price of 25 cents until Nov. 18, 2027.

The securities issued pursuant to the offering are subject to resale restrictions under applicable Canadian securities legislation until March 19, 2026.

A portion of the offering involved the set-off of: (a) $150,000 in principal value of a loan made by Canal Front Investments Inc., an entity owned and controlled by Blair Naughty, pursuant to a loan agreement dated Oct. 24, 2024 (see press release dated Nov. 7, 2024), against a subscription for an aggregate of 600,000 units at a cost of $150,000; (b) $70,000 in accrued and unpaid fees to a company owned and controlled by Alex Bugden against a subscription for an aggregate of 280,000 units by Mr. Bugden at a cost of $70,000.

Insiders participated in the placement acquiring an aggregate of 880,000 units on the same basis as other subscribers, including Canal as described above. The participation in the offering by insiders of the company constitutes a related-party transaction as such term is defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the formal valuation and minority approval requirements under MI 61-101. The company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the offering insofar as the offering involved interested parties did not exceed 25 per cent of the company's market capitalization.

The company also announces it has entered into a debt settlement agreement dated Nov. 17, 2025, with Kluane Capital FZCO, to settle a $50,000 principal value loan made Oct. 25, 2024, through the issuance of 200,000 units at a price of 25 cents per unit. The units will have the same terms as the units. Closing of the debt settlement with Kluane is expected to occur on or around Nov. 25, 2025.

The company also confirms that it has issued an aggregate of 800,000 commitment warrants to Canal and Kluane in accordance with the terms of their applicable loan agreements (see press release dated Nov. 7, 2024). Each commitment warrant bears the same terms as the warrants in accordance with the terms of the loan agreements which required that the commitment warrant mimic the terms of warrants issued in a future financing. The commitment warrants are subject to resale restrictions under applicable Canadian securities legislation until March 19, 2026. The issuance of commitment warrants to Canal also constitutes a related-party transaction. The company is relying on exemptions from the formal valuation and minority approval requirements under MI 61-101. The company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the loans insofar as the loans involved interested parties did not exceed 25 per cent of the company's market capitalization.

Early warning disclosure

As noted above, upon closing of the offering, Canal acquired 600,000 units and 600,000 commitment warrants. When combined with the securities previously held by Mr. Naughty, he now beneficially owns a total of 5,130,500 shares, representing 11.78 per cent of the total issued and outstanding shares on an undiluted basis and 15.09 per cent on a partially diluted basis. Prior to closing, Mr. Naughty beneficially owned 4,530,500 shares, representing 13.85 per cent of the total issued and outstanding shares on an undiluted basis and 15.14 per cent on a partially diluted basis. The aggregate value of the 600,000 units issued to Canal is $150,000. The units and commitment warrants were acquired for investment purposes, and, in the future, additional securities of the company may be acquired or disposed of by Mr. Naughty as circumstances or market conditions may warrant. An early warning report will be filed by Mr. Naughty with applicable Canadian securities regulatory authorities. To obtain a copy of the related early warning report, please contact the company by phone at 604-290-6152 or by e-mail at investors@sorrentoresources.ca. Mr. Naughty has an address at 2801 Henry St., Port Moody, B.C.

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 in the Wing Pond, Lord Baron, the PEG lithium project and the Harmsworth (volcanogenic massive sulphide) project, all located in Newfoundland.

We seek Safe Harbor.