Naughty Ventures Corp. Enters into Strategic Option Agreement with Sorrento Resources to Advance Rare Earth Element Property

Rhea-AI Summary

Naughty Ventures (OTC: YORKF) granted Sorrento Resources an option to acquire up to 100% of the Bottom Brook rare earth element property under a definitive option agreement dated October 15, 2025. The transaction structure issues Sorrento shares to Naughty Ventures instead of Naughty issuing new equity or funding exploration directly.

Key terms: Sorrento must incur $1,000,000 in first-year expenditures and $1,500,000 in year two, issue 13,000,000 shares on closing, issue 6,000,000 shares in year two, pay $250,000 cash in year two, and ultimately issue shares equal to 10% of Sorrento to vest the final 20% interest. A 10% finder’s fee applies to payments and share issuances.

Positive

• Sorrento commits to $2,500,000 cumulative exploration expenditures within 24 months
• Naughty receives 13,000,000 Sorrento shares on closing
• Naughty avoids direct capital spend and shareholder dilution
• Deal can deliver Naughty up to 100% property consideration in shares and cash

Negative

• Final 20% interest contingent on Sorrento issuing shares equal to 10%
• Sorrento will pay a 10% finder's fee on cash and share payments
• Closing remains subject to consents and customary conditions

Vancouver, British Columbia--(Newsfile Corp. - October 16, 2025) - NAUGHTY VENTURES CORP. (CSE: BAD) (OTC Pink: YORKF) (FSE: 5DE) ("Naughty Ventures") and Sorrento Resources Ltd. (CSE: SRS) (OTCQB: SRSLF) ("Sorrento") are excited to announce that they have entered into an arm's length definitive option agreement (the "Option Agreement") dated October 15^th, 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").

This synergistic partnership between Naughty Ventures and Sorrento allows Naughty Ventures to unlock value at the Bottom Brook Property while becoming a significant shareholder of Sorrento, rather than issuing additional equity securities of Naughty Ventures or funding large work programs directly to advance exploration. In addition, Sorrento anticipates that it will prioritize exploration at the Bottom Brook REE property alongside its Rogers Cove gold property.

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."

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 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."

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 Capital FZCO.

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.

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 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.

On Behalf of the Board of Directors,

"Blair Naughty"
CEO and President

For further details, please contact:

Email: info@yorkharbourmetals.com
Phone: 604-341-6870 Office
Website: https://yorkharbourmetals.com

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 Option Agreement, Sorrento's ability to satisfy the milestone payments to exercise the Option, and Naughty Ventures and Sorrento's ability to close the Option Agreement. 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 and Sorrento to carry out their planned future activities, 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/270658

FAQ

What are the principal terms of the Bottom Brook option for YORKF shareholders?

Sorrento can earn up to 100% by issuing 13,000,000 shares on closing, 6,000,000 shares and $250,000 by year two, plus issuing shares equal to 10% to vest the final 20%.

How much exploration spending is Sorrento committed to for the Bottom Brook property?

Sorrento must incur $1,000,000 within 12 months and an additional $1,500,000 within 24 months (total $2,500,000).

How does the agreement affect Naughty Ventures (YORKF) dilution and funding obligations?

Naughty avoids direct funding and dilution by receiving Sorrento shares instead of issuing its own equity and retaining a 20% free-carried interest until the final share issuance.

What cash consideration will Naughty Ventures receive under the option?

A single cash payment of $250,000 is due one year from the closing date; no cash is due on closing.

What investor risks should YORKF shareholders watch after this agreement?

Material risks include the conditional final 20% interest, required regulatory consents, and a 10% finder’s fee on payments and share issuances.

When must Sorrento exercise the Bottom Brook Option for YORKF property rights?

Sorrento may exercise the Option on or prior to the third anniversary of the option agreement by meeting payment, share, and expenditure conditions.