Tuesday, 02 January 2024 12:17 GMT

Sorrento Resources Ltd. Enters Into Strategic Option Agreement With Naughty Ventures Corp. To Advance Rare Earth Element Property


(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - October 16, 2025) - SORRENTO RESOURCES LTD. (CSE: SRS) (OTCQB: SRSLF) ("SORRENTO") AND NAUGHTY VENTURES CORP. (CSE: BAD) (OTC Pink: YORKF) (FSE: 5DE) ("NAUGHTY VENTURES") are excited to announce that they have entered into an arm's length definitive option agreement (the " Option Agreement ") dated October 15th, 2025 for the sale of up to 100% of Naughty Ventures' right, title and interest in and to certain mineral claims commonly known as the Bottom Brook rare earth element (" REE ") property located in the Province of Newfoundland and Labrador (the " Bottom Brook Property ").

Alex Bugden, CEO of Sorrento added:

"After personally working on the Bottom Brook Rare Earth Element project I am incredibly excited to add this to Sorrento's portfolio. The Bottom Brook Property has always been on my radar and to now have the chance to lead an exploration campaign is a tremendous opportunity. We are well positioned to unlock the potential of this project as we are very familiar with the geology and location. We intend on starting work in the near future and I look forward to providing a steady stream of updates to Sorrento's shareholders."

Blair Naughty, CEO of Naughty Ventures, commented:

"We are thrilled to have Sorrento-a local Newfoundland company we know well-option the Bottom Brook Property from Naughty Ventures. This structure unlocks value for our shareholders by positioning Naughty Ventures to become one of the largest shareholders of Sorrento while avoiding dilution and direct capital spend to advance the Bottom Brook Property. We have strong confidence in Alex Bugden, the CEO of Sorrento, and the local team at Sorrento. They are familiar with the Bottom Brook Property, have a disciplined share structure and supportive shareholders, and this deal makes clear sense for both companies."

Details of the Option Agreement

Pursuant to the terms of the Option Agreement, Naughty Ventures has granted an option (the " Option ") to Sorrento to acquire up to 100% of Naughty Ventures' right, title and interest in and to the mineral claims comprising the Bottom Brook Property. The Option can be exercised by Sorrento on or prior to the third anniversary of the Option Agreement (the " Option Expiration Date ") by making the cash payments, issuances of common shares in the capital of Sorrento (the " Sorrento Shares ") and incurring the exploration expenditures (collectively, the " Expenditures ") on or before the dates indicated in the table below. The date of closing (the " Closing Date ") will be such date that is mutually agreed to by Naughty Ventures and Sorrento after satisfaction or waiver of all the conditions set forth in the Option Agreement.

Payment Date Minimum
Expenditures
(CAD)
Cash Payment
Amount
(CAD)
Sorrento Share Issuance
Amount
Earned
Interest
Within 12 months from the Closing Date $1,000,000 Nil 13,000,000(1) 49%
Within 24 months from the Closing Date $1,500,000 $250,000(2) 6,000,000 31%
Within 36 months from the Closing Date Nil Nil Number of Sorrento Shares equal to 10% of the then issued and outstanding Sorrento Shares 20%
(1) The 13,000,000 Sorrento Shares are to be issued on the Closing Date.
(2) The $250,000 cash payment is due on the date that is one (1) year from the Closing Date.

Until Sorrento issues to Naughty Ventures the number of Sorento Shares equal to 10% of Sorrento's then total issued and outstanding Sorrento Shares to earn the last 20% of the earned interest in the Property (the " Final Interest Option "), Naughty Ventures will have a 20% free carried interest in the Property which carried interest will continue indefinitely unless Sorrento satisfies the Final Interest Option.

Sorrento will be the operator responsible for carrying out every kind of work done, or activity performed by or on behalf of Sorrento, on or in respect of the Property for the duration of the term of the Option Agreement.

Sorrento may accelerate the exercise of the Option by making the cash payments, issuing the Sorrento Shares and incurring the Expenditures prior to the Option Expiration Date.

Closing of the Option Agreement remains subject to, without limitation, receiving all necessary consents and approvals, as well as the satisfaction of customary closing conditions.

In connection with the Option Agreement, Sorrento has agreed to pay a finder's fee in an amount equal to 10% of each completed cash payment and Sorrento Share issuance due under the Option Agreement, payable in either cash or Sorrento Shares as applicable to Kluane.

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.

About Naughty Ventures Corp.

Naughty Ventures Corp. is a Canadian exploration Naughty Ventures focused on acquiring, developing, and strategically positioning mineral assets with strong value potential, as well as investing in private and public companies with significant potential, exceptional management and/or high growth potential that may be strategically positioned in the global market. Naughty Ventures maintains a significant equity position in Mammoth Minerals Limited (formerly Firetail Resources Limited), holds an interest in the York Harbour copper-zinc project, and owns the high-grade Bottom Brook rare earth property. In addition, Naughty Ventures' investment activities may include the assembly of mineral exploration properties for resale or option, making investments in other mineral exploration companies, making investments in other public and private non-mineral focused companies, pursuing other promising investment opportunities and making other strategic investments.

On Behalf of the Board of Directors,

"Alex Bugden"
CEO, President, and Qualified Person

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