Surge Copper Acquires 100% Interest in Berg
PO Box 10351 888-700 West Georgia Street, Vancouver, BC, Canada, V7Y 1G5
www.surgecopper.com
TSX-V Trading Symbol: SURG
OTCQB: SRGXF
Frankfurt Trading Symbol: G6D2
Telephone: +1 (604) 718-5454
Email: [email protected]
December 27, 2023
NEWS RELEASE
Surge Copper Acquires 100% Interest in Berg
December 27, 2023, Vancouver, British Columbia – Surge Copper Corp. (TSXV: SURG)
(OTCQB: SRGXF) (Frankfurt: G6D2) (“Surge” or the “Company”) is pleased to announce that
it has entered into a definitive purchase agreement (the “Purchase Agreement”) with Thompson
Creek Metals Company Inc. (“TCM”), a wholly-owned subsidiary of Centerra Gold Inc., to acquire
a 100% interest in the Berg Property for total consideration of 21,221,165 common shares of
Surge, resulting in TCM owning approximately 15% of Surge’s outstanding common shares (the
“Transaction”). The Purchase Agreement replaces an earlier December 2020 Option Agreement
between Surge and TCM which allowed Surge to earn a 70% interest in the Berg Property by
spending C$8 million over five years and issuing to TCM C$5 million in common shares of the
Company.
Leif Nilsson, Chief Executive Officer, commented: “ We are very pleased to be consolidating a
100% interest in the Berg Property, which firmly establishes our ownership position in the broader
Berg-Huckleberry-Ootsa district, results in a more simplified ownership structure for all parties,
and provides Surge with significantly more flexibility in future financing choices to advance its
assets. Surge now holds a simple 100% ownership interest in a contiguous 125,499-hectare land
package that hosts the Berg Project, for which we released a maiden NI 43-101 compliant PEA
in June 2023, the Ootsa Project, for which we released an updated NI 43-101 mineral resource
estimate in June 2022, and an extensive pipeline of exploration targets prospective for porphyry
copper and associated breccia and hydrothermal vein style base metal and precious metal
deposits. Looking forward, our goal is to continue to advance and de-risk this large, emerging
critical minerals district and systematically explore the high-potential regional targets. We value
our partnership with Centerra and look forward to welcoming them as a significant shareholder in
Surge going forward.”
Surge Copper Corp. 2
Figure 1. District Map.
About the Berg Property
The Berg Property subject to the Purchase Agreement is 34,798 hectares in size and is
contiguous with the remainder of Surge’s 100%-owned mineral claims. Located on the Berg
Property is the Berg deposit, for which Surge announced an NI 43-101 compliant Preliminary
Economic Assessment (“PEA”) and an accompanying Mineral Resource Estimate (“MRE”) in
June 2023 (see June 13, 2023 Press Release )1. The PEA outlined a large-scale, stand-alone
greenfield development project with a simple design and high outputs of critical minerals located
in a safe jurisdiction with world-class infrastructure. Highlights from the PEA include:
Base case after-tax NPV 8% of C$2.1 billion and IRR of 20% based on long-term commodity
price assumptions of US$4.00/lb copper, US$15.00/lb molybdenum, US$23/oz silver, and
US$1,800/oz gold plus foreign exchange of 0.77 USDCAD
30-year mine life with total payable production of 5.8 billion pounds (2.6 million tonnes) of
copper equivalent (CuEq2), including 3.7 billion pounds (1.7 million tonnes) of copper
Updated mineral resource estimate includes combined Measured & Indicated resource of
1.0 billion tonnes grading 0.23% copper, 0.03% molybdenum, 4.6 g/t silver, and 0.02 g/t
gold, containing 5.1 billion pounds of copper, 633 million pounds of molybdenum, 150
million ounces of silver, and 744 thousand ounces of gold, plus an additional 0.5 billion
tonnes of material in the Inferred category.
The Berg Property and adjacent claims owned by Surge also host several earlier-stage regional
exploration targets, with highlights including:
The Bergette target, an approximately 2.7 by 1.7 kilometre copper-molybdenum-in-soil
anomaly where drilling in 2022 intersected 176 metres grading 0.22% copper, 0.012%
molybdenum, 0.03 g/t gold, and 0.80 g/t silver from 8 metres depth in hole BGT22-02 and
Surge Copper Corp. 3
143 metres grading 0.23% copper, 0.010% molybdenum, 0.03 g/t gold, and 0.80 g/t silver
from 3 metres depth in hole BGT22-01 (see February 27, 2023 Press Release)
The Sibola target, where surface exploration in 2022 and 2023 has defined a 1.5 kilometre
by 300 metre copper-molybdenum-in-soil anomaly in a till-covered area within a wider
area containing widespread alteration and intrusive rocks, indicating a setting favourable
to porphyry-style mineralization (see April 19, 2023 Press Release and July 12, 2023
Press Release)
The Sylvia target, which hosts known porphyry-style mineralization associated with a one-
kilometre-long intrusion within a mostly till-covered area, where exploration in 2022
outlined a low-level copper-in-soil anomaly, and rock sampling of a 20 metre by 50 metre
mineralized outcrop containing disseminated chalcopyrite and malachite returned 1.5%
copper and 36.1 g/t silver (see April 19, 2023 Press Release)
The Tahtsa target, considered to be prospective for porphyry molybdenum-copper
mineralization and precious metals, where elevated copper and molybdenum in soils and
silver, gold, and copper in rocks have been traced over an area exceeding 2 kilometres in
length (see April 19, 2023 Press Release)
The North Whiting Creek target, located immediately to the north of Imperial Metals
Corporation’s Whiting Creek exploration project, where preliminary surface exploration
completed in 2022 returned encouraging precious metal grab samples within a 70 metre
by 300 metre area, within a larger 400 metre by 500 metre zinc-lead-copper-in-soil
anomaly (see April 19, 2023 Press Release)
The Sky target, a gossanous zone with a 1.4 by 0.8 kilometre copper-silver-gold-in-soil
anomaly located along the south slope of an east-west trending mountain where surface
prospecting has identified disseminated and vein sulphides in intrusive rocks and
surrounding volcanic and sedimentary rocks, and rock sampling has identified zones with
anomalous copper and silver
Numerous additional geophysical targets supported by a regional airborne ZTEM survey
completed over the district in 2021, several ground-based IP grids completed in 2022, and
additional earlier datasets.
Figure 2. Compilation soil grids over selected deposits and targets over satellite
background (LHS) and ZTEM 90Hz DT background (RHS).
All the mining claims which are subject to the Purchase Agreement have had sufficient work
applied to them to be valid until February 2032 and the current 5-year area-based permit is valid
until March 2027.
Surge Copper Corp. 4
Additional Details
The Purchase Agreement contains customary representations and warranties from both TCM and
Surge. The common shares issued under the Transaction will be subject to a statutory 4-month
hold period. No finder’s fee or commission was paid in connection with the issuance of the shares.
Closing of the Transaction is subject to the approval of the TSX Venture Exchange.
Early Warning Disclosure by TCM
Pursuant to the Purchase Agreement, TCM will be issued 21,221,165 common shares of the
Company at a deemed price of $0.075 per share for total deemed consideration of $1,591,587.
TCM currently holds 11,854,218 common shares of the Company which were issued pursuant to
the existing 2020 Option Agreement, representing approximately 6% of the Company’s issued
and outstanding shares.
Upon closing of the transactions under the Purchase Agreement, it is expected that TCM will hold
a total of 33,075,383 common shares of the Company, representing approximately 15% of the
Company’s issued and outstanding shares.
The Shares are to be acquired for investment purposes. TCM has no current plans or intentions
which relate to, or would result in, acquiring additional securities of the Company, disposing of
securities of the Company, or any other actions described in Item 5 of Form 62-103F1 Required
Disclosure under the Early Warning Requirements . TCM may, depending on market and other
conditions, increase or decrease its beneficial ownership of or control or direction over the
Company’s securities, whether in the open market, by privately negotiated agreements or
otherwise, subject to a number of factors, including general market conditions and other available
investment and business opportunities.
Further to the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids and
National Instrument 62-103 -The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues, TCM will file an early warning report which will be made available on SEDAR+
at www.sedarplus.ca. Further information and a copy of the early warning report may be obtained
by contacting Lisa Wilkinson, Vice President, Investor Relations & Corporate Communications of
Centerra Gold Inc., 1 University Ave, Toronto, ON M5J 2P1 telephone: 416-204-3780, email:
Qualified Person
Dr. Shane Ebert P.Geo., President and VP Exploration of the Company, is the Qualified Person
for the Ootsa and Berg projects as defined by National Instrument 43-101 and has approved the
technical disclosure contained in this news release.
Surge Copper Corp. 5
Additional Disclosure Related to Berg NI 43-101 MRE
Berg Mineral Resource Estimate by Classification and Oxidation Zone at Base Case
NSR Cut-off of C$8.50/t
Notes:
1) The Mineral Resource estimate has been prepared by Sue Bird, P.Eng., an independent Qualified Person, and has an
effective date of June 7, 2023.
2) Resources are reported using the 2014 CIM Definition Standards and were estimated in accordance with the CIM 2019 Best
Practices Guidelines.
3) Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
4) The Mineral Resource has been confined by a “reasonable prospects of eventual economic extraction” pit using the following
assumptions:
a. Cu price of US$4.00/lb, Mo price of US$15.00/lb, Au price of US$1,800/oz, Ag price of US$23/oz at an exchange rate
of 0.77 US$ per C$;
b. 96.5% payable for Cu, 90.0% payable for Ag and Au, 99.0% payable for Mo, 1% unit deduction for Cu and Mo, Cu
concentrate smelting of US$75/dmt, US$0.08/lb Cu refining, US$1.30/lb Mo refining, transport and offsite costs of
US$100/wmt and US$130/wmt for Cu and Mo concentrates respectively, a 1.0% NSR royalty, and uses average
recoveries for Cu, Mo, Ag, and Au of 82%, 70%, 66% and 55% respectively in the supergene & leach cap and of 80%,
78%, 64% and 55% respectively in the hypogene;
c. Mining costs of C$2.50/tonne mineralized material, C$2.50/tonne waste;
d. Processing, G&A and tailings management costs of C$8.50/tonne; and
e. Pit slopes of 45 degrees.
5) Numbers may not add due to rounding.
About Surge Copper Corp.
Grade Gross Contained Metal
C$8.50/t NSR Cut-off Tonnage NSR/t Cu Mo Ag Au Cu Mo Ag Au
(Mt) (C$/t) (%) (%) (g/t) (g/t) (Mlbs) (Mlbs) (Moz) (koz)
Supergene
Measured 14 $43.03 0.39 0.03 5.6 0.04 120 8 3 18
Indicated 227 $32.60 0.29 0.02 5.4 0.03 1,443 107 39 224
Total M+I 241 $33.20 0.29 0.02 5.4 0.03 1,564 115 42 242
Inferred 42 $18.12 0.17 0.01 3.3 0.02 160 8 4 29
Hypogene
Measured 19 $35.02 0.26 0.04 4.6 0.03 110 16 3 16
Indicated 743 $28.18 0.21 0.03 4.4 0.02 3,399 500 104 481
Total M+I 762 $28.35 0.21 0.03 4.4 0.02 3,508 516 107 497
Inferred 500 $22.91 0.17 0.03 3.8 0.02 1,885 280 60 255
Leach Cap
Measured 0 $18.39 0.14 0.02 3.4 0.03 1 0 0 0
Indicated 6 $17.19 0.13 0.01 5.1 0.03 16 2 1 4
Total M+I 6 $17.24 0.13 0.01 5.1 0.03 17 2 1 5
Inferred 0 $17.87 0.12 0.01 7.5 0.02 0 0 0 0
Total
Measured 34 $38.22 0.31 0.03 5.0 0.03 230 24 5 34
Indicated 976 $29.15 0.23 0.03 4.6 0.02 4,858 609 145 709
Total M+I 1,009 $29.45 0.23 0.03 4.6 0.02 5,089 633 150 744
Inferred 542 $22.54 0.17 0.02 3.7 0.02 2,045 288 65 284
Surge Copper Corp. 6
Surge Copper Corp. is a Canadian company that is advancing an emerging critical metals district
in a well-developed region of British Columbia, Canada. The Company controls a large,
contiguous mineral claim package that hosts multiple advanced porphyry deposits with pit-
constrained NI 43-101 compliant resources of copper, molybdenum, gold, and silver – metals
which are critical inputs to the low-carbon energy transition and associated electrification
technologies.
The Company’s flagship project is the Berg Project, in which it is acquiring a 100% interest from
Centerra Gold. The Company has announced a PEA on the Berg Project which outlines a large-
scale, long-life development project with a simple design and high outputs of critical minerals
located in a safe jurisdiction near world-class infrastructure. The PEA highlights base case
economics including an NPV8% of C$2.1 billion and an IRR of 20% based on long-term commodity
prices of US$4.00/lb copper, US$15.00/lb molybdenum, US$23.00/oz silver, and US$1,800/oz
gold1. The Berg deposit contains pit-constrained 43-101 compliant resources of copper,
molybdenum, silver, and gold in the Measured, Indicated, and Inferred categories.
The Company also owns a 100% interest in the Ootsa Property, an advanced-stage exploration
project containing the Seel and Ox porphyry deposits located adjacent to the open pit Huckleberry
Copper Mine, owned by Imperial Metals. The Ootsa Property contains pit-constrained NI 43-101
compliant resources of copper, gold, molybdenum, and silver in the Measured, Indicated, and
Inferred categories3.
On Behalf of the Board of Directors
“Leif Nilsson”
Chief Executive Officer
For further information, please contact:
Riley Trimble, Corporate Communications & Development
Telephone: +1 604 416 2978
Email: [email protected]
Twitter: @SurgeCopper
LinkedIn: Surge Copper Corp
https://www.surgecopper.com
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 News Release contains forward-looking statements, which relate to future events. In some
cases, you can identify forward-looking statements by terminology such as "will", "may", "should",
"expects", "plans", or "anticipates" or the negative of these terms or other comparable terminology.
All statements included herein, other than statements of historical fact, are forward-looking
statements, including but not limited to the Company’s plans regarding the Berg Property and the
Ootsa Property. These statements are only predictions and involve known and unknown risks,
uncertainties, and other factors that may cause the Company’s actual results, level of activity,
performance, or achievements to be materially different from any future results, levels of activity,
performance, or achievements expressed or implied by these forward-looking statements. Such
uncertainties and risks may include, among others, actual results of the Company's exploration
activities being different than those expected by management, delays in obtaining or failure to
Surge Copper Corp. 7
obtain required government or other regulatory approvals, the ability to obtain adequate financing
to conduct its planned exploration programs, inability to procure labour, equipment, and supplies
in sufficient quantities and on a timely basis, equipment breakdown, impacts of the current
coronavirus pandemic, and bad weather. While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and reflect the Company's
current judgment regarding the direction of its business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions, or other future
performance suggestions herein. Except as required by applicable law, the Company does not
intend to update any forward-looking statements to conform these statements to actual results.
__________________
End Notes:
1) See “Berg Project 43-101 Technical Report and Preliminary Economic Assessment” Effective Date June 12, 2023
filed on SEDAR+. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
The PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative
geologically to have the economic considerations applied to them that would enable them to be categorized as
Mineral Reserves, and there is no certainty the PEA will be realized.
2) Copper equivalent (CuEq) refers to recovered and payable metals converted into copper equivalent based on each
metal's respective price ratio using metal prices of US$4.00/lb copper, US$15.00/lb molybdenum, US$23.00/lb
silver, and US$1,800/oz gold using the formula CuEq (lbs) = Cu (lbs) + 3.75 * Mo (lbs) + 5.75 * Ag (oz) + 450 * Au
(oz).
3) See “A Mineral Resource Estimate Update for the Seel and Ox Deposits – Ootsa Property, August 2022” Effective
Date February 18, 2022 filed on SEDAR+. Mineral Resources that are not Mineral Reserves do not have
demonstrated economic viability.