Tuesday, 02 January 2024 12:17 GMT

Sorrento Resources Provides Update On Brokered Private Placement Offering


(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - November 7, 2025) - SORRENTO RESOURCES LTD. (CSE: SRS) (OTCQB: SRSLF) ("SORRENTO") (the " Company ") announces that further to its news releases dated October 21 and October 23, 2025, the Company anticipates the closing of the brokered private placement offering (the " Offering ") to occur by November 14, 2025 with a lead order from Mr. Eric Sprott.

The closing of the Offering has been delayed due to budget delays on the charity component. Pursuant to the Offering, Research Capital Corporation shall act as sole agent and sole bookrunner (the " Agent "), to raise gross proceeds of up to $4,500,000. The Offering will be comprised of a combination of:

a) 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 ");

b) flow-through units of the Company (the " FT Units ") at a price of $0.30 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; and

c) 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 whole 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 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 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, 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 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% 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, 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 the acquisition, exploration, and development of mineral property assets in Canada. Sorrento's objective is to locate and develop economic precious, rare-earth element, gold, and base metal properties of merit in including the Bottom Brook REE Project, Rodgers Cove Gold, and the Harmsworth (VMS) project all located in Newfoundland.

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