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Sorrento Resources Closes Listed Issuer Financing Exemption (LIFE) Non-Brokered Private Placement

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private placement

Sorrento Resources (OTCQB: SRSLF) closed a non-brokered LIFE private placement of 7,500,000 units at CDN$0.25 per unit for gross proceeds of CDN$1,875,000 on March 2, 2026.

Each unit includes one share and one warrant exercisable at $0.35 until March 2, 2028; the company will use proceeds for exploration, marketing and working capital. Finder fees of $23,000 and 84,000 broker warrants were issued.

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Positive

  • Raised CDN$1.875M to fund exploration and working capital
  • Units tradable immediately (no LIFE hold period under Canadian rules)
  • Warrants extend to March 2, 2028, providing potential future financing if exercised

Negative

  • Issuance of 7,500,000 shares creates immediate dilution for existing shareholders
  • 84,000 broker warrants issued and $23,000 finder fees increase dilution and costs
  • Warrant exercise price $0.35 could dilute equity if exercised below future market price

Vancouver, British Columbia--(Newsfile Corp. - March 2, 2026) - Sorrento Resources Ltd. (CSE: SRS) (OTCQB: SRSLF) (the "Company" or "Sorrento"), a Canadian exploration company focused on the acquisition, exploration, and development of mineral projects in Atlantic Canada, is pleased to announce that, further to its news release dated February 4, 2026, it has closed a non-brokered private placement of 7,500,000 units of the Company (the "Units") at a price of CDN$0.25 per Unit for gross proceeds of CDN$1,875,000 (the "Offering").

Each unit (a "Unit") is comprised of one common share of the Company (a "Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant is exercisable to acquire one common share of the Company at an exercise price of $0.35 per share for a period of 24 months, expiring March 2, 2028.

The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions to the Listed Issuer Financing Exemption (the "LIFE Exemption") to purchasers resident in each of the Provinces of Canada, except Quebec. The Units issued pursuant to the LIFE Exemption are not subject to a hold period in accordance with applicable Canadian securities laws.

Pursuant to the Offering, the Company has paid finder's fees totaling $23,000 and issued 84,000 non-transferable broker warrants (the "Broker Warrants"). Each Broker Warrant is exercisable to acquire one common share of the Company at an exercise price of $0.35 per share for a period of 24 months, expiring March 2, 2028.

The Company plans to use the net proceeds of the Offering for exploration expenditures, marketing and promotion and for general working capital purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

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 rare earth element, gold, and base metal properties of merit including the Bottom Brook Project, Rodgers Cove Gold, and Harmsworth (VMS) project all located in Newfoundland.

On Behalf of The Board of Directors,

SORRENTO RESOURCES LTD.

"Signed"
Alex Bugden
President, Chief Executive Officer, and Qualified Person
investors@sorrentoresources.ca
709-693-4088

Disclaimer for Forward-Looking Information

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance are "forward-looking statements". Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285987

FAQ

What financing did Sorrento Resources (SRSLF) close on March 2, 2026?

Sorrento closed a LIFE non-brokered private placement of 7,500,000 units for CDN$1,875,000. According to the company, each unit includes one share and one warrant exercisable at $0.35 until March 2, 2028.

How will Sorrento Resources (SRSLF) use the proceeds from the March 2026 offering?

The company will use net proceeds for exploration expenditures, marketing and general working capital. According to the company, funds are earmarked to support Atlantic Canada mineral project activities and corporate needs.

What are the warrant terms issued in Sorrento Resources (SRSLF) March 2026 placement?

Each warrant is exercisable to acquire one share at $0.35 per share for 24 months, expiring March 2, 2028. According to the company, broker warrants with identical terms total 84,000 and are non-transferable.

Does the March 2026 Sorrento Resources (SRSLF) placement include a hold period?

No, the units issued under the LIFE exemption are not subject to a hold period under applicable Canadian securities laws. According to the company, purchasers in Canadian provinces (except Quebec) received immediately tradeable units.

What investor dilution should shareholders expect from the SRSLF private placement?

Shareholders face dilution from 7,500,000 newly issued units plus 84,000 broker warrants and outstanding warrants if exercised. According to the company, dilution results from the new shares and potential warrant conversions at $0.35.
Sorrento Resources Ltd

OTC:SRSLF

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