Sorrento Resources Ltd. Announces Purchase Agreement for Lord Baron Project with Naughty Ventures Corp.

Rhea-AI Summary

Sorrento Resources (CSE: SRS; OTCQB: SRSLF) and Naughty Ventures (CSE: BAD) entered a purchase agreement dated October 16, 2025, under which Naughty Ventures will acquire a 100% undivided interest in Sorrento's Lord Baron property, subject to an existing 2% net smelter returns royalty (NSR).

Consideration is 1,000,000 Naughty Ventures common shares at a deemed price of $0.18 per share (Shares subject to a four‑month plus one day hold). Closing requires customary conditions and CSE approval; the companies expect completion in the coming weeks. Sorrento will pay a finder’s fee of 100,000 Sorrento shares to Kluane Capital on closing.

Positive

• Monetizes non-core Lord Baron property via share consideration
• Consideration: 1,000,000 Naughty Ventures shares at $0.18 deemed price
• Transaction expected to close in the coming weeks pending approvals

Negative

• Lord Baron sale subject to an existing 2% NSR
• Closing conditioned on CSE approval and customary conditions
• Sorrento to issue 100,000 shares as finder's fee on closing

Vancouver, British Columbia--(Newsfile Corp. - October 17, 2025) - SORRENTO RESOURCES LTD. (CSE: SRS) (OTCQB: SRSLF) ("SORRENTO") AND NAUGHTY VENTURES CORP. (CSE: BAD) (OTC Pink: YORKF) (FSE: 5DE0) ( "NAUGHTY VENTURES") are excited to announce that they have entered into an arm's length mineral property purchase agreement (the "Purchase Agreement") dated October 16^th, 2025, pursuant to which Naughty Ventures has agreed to acquire a 100% undivided interest in Sorrento's Lord Baron property (the "Lord Baron Property"), subject to an existing underlying 2% net smelter returns royalty (the "NSR").

Alex Bugden, P.Geo, CEO, President, and Qualified Person of Sorrento Resources, commented:

"With the recent transformative acquisition of the Bottom Brook Rare Earth Element Project, Sorrento has decided to focus on both this project as well as the Rodgers Cove Gold Project. In order to not spread ourselves too thin, and do these properties justice, we felt it best to monetize the Lord Baron Project."

Blair Naughty, CEO of Naughty Ventures, commented:

"We know the Lord Baron Property well; it's a compelling opportunity and we are excited to advance it this year."

Details of the Purchase Agreement

Pursuant to the Purchase Agreement, Naughty Ventures will acquire an undivided 100% interest in and to the Lord Baron Property in consideration for issuing 1,000,000 common shares in the capital of Naughty Ventures (each, a "Share" and together, the "Shares"), at a deemed price of $0.18 per Share, subject to the NSR (the "Acquisition"). The Shares will be subject to a statutory four month and 1 day hold period from the date of issuance.

Closing of the Acquisition remains subject to, without limitation, receiving all necessary consents and approvals, including the approval of the Canadian Securities Exchange (the "CSE"), as well as the satisfaction of customary closing conditions. The Companies expect to complete the Acquisition in the coming weeks.

In connection with the Acquisition, Sorrento has agreed to pay a finder's fee equal to 100,000 Sorrento Shares to Kluane Capital FZCO upon closing of the Acquisition.

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 in including the Bottom Brook Project, Rodgers Cove Gold, and Harmsworth (VMS) project all located in Newfoundland.

About Naughty Ventures Corp.

Naughty Ventures Corp. is a Canadian exploration company 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

For further details, please contact:

Email: investors@sorrentoresources.ca
Phone: 604-290-6152

Forward-Looking Statements:

This news release contains forward‐looking statements and forward‐looking information (collectively, "forward‐looking statements") within the meaning of applicable Canadian legislation. Forward‐looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. All statements in this news release that are not purely historical are forward‐looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future, Naughty Ventures and Sorrento obtaining all required consents and approvals for the Acquisition, and Naughty Ventures and Sorrento's ability to close the Acquisition. Although Naughty Ventures believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, Naughty Ventures can give no assurance that such expectations will prove to be correct. In making the forward‐looking statements in this news release, Naughty Ventures has applied several material assumptions, including without limitation, that market fundamentals will support the viability of critical mineral resource exploration, the availability of the financing required for Naughty Ventures to carry out their planned future activities, including on the Lord Baron Project, and the availability of and the ability to retain and attract qualified personnel. Other factors may also adversely affect the future results or performance of Naughty Ventures, including general economic, market or business conditions, future prices of minerals, changes in the financial markets and in the demand for minerals, changes in laws, regulations and policies affecting the mineral exploration industry, as well as the risks and uncertainties which are more fully described in Naughty Ventures' annual and quarterly management's discussion and analysis and in other filings made by Naughty Ventures with Canadian securities regulatory authorities under Naughty Ventures' SEDAR+ profile. Ongoing labour shortages, inflationary pressures, rising interest rates, the global financial climate and the conflicts in Ukraine and Palestine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact Naughty Ventures' operating performance, financial position, and future prospects. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward‐looking statements will occur or, if they do occur, what benefits Naughty Ventures will obtain from them. Readers are cautioned that forward‐looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward‐looking statements due to the inherent uncertainty of such statements. Naughty Ventures does not undertake any obligation to update such forward‐looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.

Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) 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/270811

FAQ

What did Sorrento Resources (SRSLF) agree to sell on October 16, 2025?

Sorrento agreed to sell a 100% undivided interest in the Lord Baron property to Naughty Ventures under a purchase agreement dated October 16, 2025.

What is the purchase consideration for the Lord Baron property in the SRSLF transaction?

Consideration is 1,000,000 Naughty Ventures common shares at a deemed price of $0.18 per share.

How does the 2% NSR affect SRSLF shareholders after the Lord Baron sale?

The Lord Baron Property remains subject to a 2% net smelter returns royalty, which preserves royalty payments on future production.

When will the SRSLF and Naughty Ventures acquisition of Lord Baron close?

The companies expect to complete the Acquisition in the coming weeks, subject to CSE approval and customary closing conditions.

Will Sorrento Resources (SRSLF) pay any fees related to the Lord Baron sale?

Yes; Sorrento agreed to pay a finder's fee of 100,000 Sorrento shares to Kluane Capital FZCO upon closing.

Are the Naughty Ventures shares issued in the SRSLF deal tradable immediately?

No; the issued Naughty Ventures Shares will be subject to a statutory four‑month and one‑day hold period from issuance.