Surge Copper Announces $1.6M FT Offering To Accelerate Exploration at Berg Project
PO Box 10351 888-700 West Georgia Street, Vancouver, BC, Canada, V7Y 1G5
www.surgecopper.com
TSX-V: SURG
OTCQB: SRGXF
Frankfurt: G6D2
Telephone: +1 (604) 781-5454
Email: [email protected]
June 6, 2024
NEWS RELEASE
Surge Copper Announces $1.6M FT Offering To Accelerate Exploration at Berg Project
June 6, 2024, Vancouver, British Columbia – Surge Copper Corp. (TSXV: SURG) (OTCQB:
SRGXF) (Frankfurt: G6D2) (“Surge” or the “ Company”) announces a non -brokered private
placement of up to 6,666,667 charity flow-through common shares (the “CFT Shares”) at a price
of $0.245 per CFT Share for gross proceeds of up to $1.6 million (the “Offering”).
Leif Nilsson, Chief Executive Officer, commented: “We are very grateful for the strong support
from new and existing investors. Having recently closed a $5 million hard-dollar funding package
to advance the Berg Project toward PFS, we have decided to take advantage of the prevailing tax
regime to further strengthen our treasury position with this critical minerals flow-through Offering.
This will allow Surge to more aggressively test its highest priority exploration targets , including
the Berg SW target , and provide the Company with greater financial flexibility.Our February 7,
2024 press release provided a summary of recent reconnaissance exploration work including an
overview of the Berg SW target.”
The aggregate gross proceeds raised from the CFT Shares will be used prior to December 31,
2025 for general exploration expenditures which will constitu te Canadian exploration expenses
(within the meaning of subsection 66.1(6) of the Income Tax Act (Canada) (the “Tax Act”), that
will qualify as “critical mineral flow through mining expenditures” within the meaning of the Tax
Act.
The Offering is scheduled to close on or before June 21, 2024, and is subject to certain conditions
including, but not limited to, the receipt of TSX Venture Exchange conditional acceptance. The
CFT Shares and the NFT Shares (as defined below) will be subject to a statutory hold period of
four months and one day from the date of issuance. The Company may pay certain finders a cash
fee equal to 6% of the aggregate gross proceeds raised from subscriptions under the Offering
arranged by such finders.
In addition, the Company may also complete one or more private placements for a total of up to
1,176,470 non-flow-through common shares of the Company (“NFT Shares”) to certain strategic
investors, including those who may hold participation rights, at a price of $0.15 per NFT Share.
Surge Copper Corp. 2
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would
be unlawful including any of the securities in the United States of America. The securities have
not been and will not be registered under the United States Securities Act of 1933, as amended
(the “1933 Act”) or any state securities laws and may not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933
Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
Qualified Person
Dr. Shane Ebert P.Geo., President of the Company, is the Qualified Person for the Berg Project
and the Ootsa Property as defined by National Instrument 43 -101 - Standards of Disclosure for
Mineral Projects ("NI 41-101") and has approved the technical and scientific disclosure contained
in this news release.
About Surge Copper Corp.
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 owns 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 s ilver – metals which are critical
inputs to the low-carbon energy transition and associated electrification technologies.
The Company owns a 100% interest in the Berg Project, for which it announced a maiden PEA
in June 2023 outlining a large-scale, long-life 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 gold. The Berg deposit contains pit -constrained 43 -101 compliant resources of
copper, molybdenum, silver, and gold in the Measured, Indicated, and Inferred categories.1
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 categories.
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
1 For further details regarding the PEA and the mineral resource estimate, including, without limitation, the various
assumptions and parameters, data verification, sampling and analysis, quality control and related matters, refer to the
NI 43-101 technical report titled, "Berg Project: NI 43-101 Technical Report and Preliminary Economic Assessment,
2023" which can be found on SEDAR+ under the Company’s profile at www.sedarplus.ca.
Surge Copper Corp. 3
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 use of proceeds from the Strategic Placement and
side-car financing , including without limitation, to deliver several technical work streams to
advance the Berg Project toward PFS , and the ability to do so , and commencement of the
metallurgical test work program ; ARM's exercise of its rights g rants under the IRA , if at all; the
planned technical work programs in support of a PFS for the Berg Project, including timing and
results thereof, along with the timing for announcing same ; and the Company’s plans regarding
the Berg Project 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, including but not limited to, in connection with the
work programs of the P FS, for example, not yielding results as anticipated, cost exceeding
estimates, and timing concerns, delays in obtaining or failure to 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.