Surge Battery Metals Closes Fully-Subscribed Non-Brokered Private Placement for Gross Proceeds of $25M
Surge Battery Metals Closes Fully-Subscribed
Non-Brokered Private Placement for Gross
Proceeds of $25M
West Vancouver, British Columbia--(Newsfile Corp. - February 4, 2026) -
Surge Battery Metals
Inc.
(TSXV: NILI) (OTCQX: NILIF) (FSE: DJ5)
(the "Company" or "Surge")
is pleased to announce
that it has closed its previously announced non-brokered private placement, raising aggregate gross
proceeds of $25,000,000. Under the private placement, the Company raised gross proceeds of
$19,999,800 (the "LIFE Offering") by issuing an aggregate of 22,222,200 units (the "Offered Units") at a
price of $0.90 per Offered Unit pursuant to the listed issuer financing exemption under Part 5A of NI 45-
106 and Coordinated Blanket Order 45-935 -
Exemptions from Certain Conditions of the Listed Issuer
Financing Exemption
(the "Blanket Order"). The Company filed an amended and restated offering
document relating to the LIFE Offering (the "Amended Offering Document") on January 15, 2026, which
can be accessed under the Company's profile at
www.sedarplus.ca
and at
https://surgebatterymetals.com/
.
The Company raised additional gross proceeds of $5,000,202 (the
"Concurrent Offering") by issuing an aggregate of 5,555,780 Offered Units at a price of $0.90 per
Offered Unit for gross proceeds up to $5,000,202 pursuant to prospectus exemptions available under
applicable securities laws.
Each Offered Unit consists of one common share of the Company (a "Common Share") and one-half of
one Common Share purchase warrant (each full warrant, a "Warrant"). Each Warrant entitles the holder
thereof to acquire one Common Share at an exercise price of $1.35 at any time following 60 days after
the date of issuance until February 3, 2029. The Offered Units and underlying securities issued under the
LIFE Offering are free trading. The Offered Units and underlying securities issued under the Concurrent
Offering are subject to a four-month statutory hold period pursuant to applicable Canadian securities
laws, expiring June 4, 2026.
"We are pleased to have completed this fully subscribed financing, which provides Surge with a strong
balance sheet to advance key technical and feasibility work at Nevada North. On behalf of Surge Battery
metals, we extend our thanks to 3L Capital and the Quaternary Group for their continued support," said
Graham Harris, Chairman and Director of Surge.
On closing, the Company paid aggregate finder's fees of $1,206,171.86 and issued an aggregate of
1,307,243 finder's warrants (each, a "Finder's Warrant"), with each Finder's Warrant exercisable for one
Common Share at a price of $1.35 until February 3, 2029. The Finder's Warrants and the Common
Shares issuable thereunder are subject to a four-month statutory hold period expiring June 4, 2026, in
accordance with applicable Canadian securities laws. 3L Capital Inc. acted as financial advisor for the
private placement.
The Company intends to use the proceeds of the private placement for additional costs related to its
preliminary feasibility study for its Nevada North Lithium Project, costs for a definitive feasibility study for
the Project, and general working capital.
Insiders of the Company participated in the Concurrent Offering, and such participation is considered to
be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The
related party transaction is exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as the fair market value of the transaction does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI 61-101. In considering and
unanimously approving the transaction, there were no materially contrary views, abstentions (except for
any abstentions required by corporate law) or material disagreements by any director of the Company.
The Company did not file a material change report at least 21 days before closing the Concurrent
Offering, which is reasonable given the MI 61-101 exemptions noted above.
The securities issued under the private placement have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an
applicable exemption from the U.S. registration requirements. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United
States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Surge Battery Metals Inc.
Surge Battery Metals, a Canadian-based mineral exploration company, is at the forefront of securing the
supply of domestic lithium through its active engagement in the Nevada North Lithium Project. The
project focuses on exploring for clean, high-grade lithium energy metals in Nevada, USA, a crucial
element for powering electric vehicles. With a primary listing on the TSX Venture Exchange in Canada
and the OTCQX Market in the US, Surge Battery Metals Inc. is strategically positioned as a key player in
advancing lithium exploration.
On behalf of the Board of Directors
"Graham Harris"
Graham Harris,
Chairman
Contact Information
Email :
Phone :
604-662-8184
Website:
surgebatterymetals.com
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This document may contain certain "Forward-Looking Statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When
used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan" or
"planned", "possible", "potential", "forecast", "intend", "may", "schedule" and similar words or
expressions identify forward-looking statements or information. Forward-looking statements and
forward-looking information herein include, but are not limited to, statements concerning future prices of
commodities including lithium and nickel, the accuracy of mineral or resource exploration activity,
reserves or resources, the accuracy of cash flow forecasts, projected capital and operating costs, metal
processing recoveries, mine life, production rates, regulatory or government requirements or approvals
including approvals of title and mining rights or licenses and environmental, local community or
indigenous community approvals, the reliability of third party information, continued access to mineral
properties or infrastructure or water, changes in laws, rules and regulations including in the United
States, Nevada or California or any other jurisdiction which may impact upon the Company or its
properties or the commercial exploitation of those properties, currency risks including the exchange rate
of USD$ for Cdn$ or other currencies, fluctuations in the market for lithium related products, changes in
exploration costs and government royalties, export policies or taxes in the United States or any other
jurisdiction and other factors or information, the Company's expectations with respect to the use of
proceeds and the use of available funds following completion of the Offerings, and the completion of the
Offerings. Many factors, both known and unknown, could cause results, performance, or achievements to
be materially different from the results, performance or achievements that are or may be expressed or
implied by such forward-looking statements. The Company does not intend, and does not assume any
obligation, to update these forward-looking statements or information to reflect changes in assumptions
or changes in circumstances or any other events affecting such statements and information other than as
required by applicable laws, rules, and regulations.
This news release is not for distribution to U.S. newswire services for dissemination
in the United States
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