Surge Copper Announces Closing of $3.9M Strategic Placement and Commences Berg PFS Metallurgical Test Program
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]
May 31, 2024
NEWS RELEASE
Surge Copper Announces Closing of $3.9M Strategic Placement and Commences Berg
PFS Metallurgical Test Program
May 31, 2024, Vancouver, British Columbia – Surge Copper Corp. (TSXV: SURG) (OTCQB:
SRGXF) (Frankfurt: G6D2) (“Surge” or the “Company”) is pleased to announce that it has
closed its previously announced strategic placement (the “ Strategic Placement”) (see April 2,
2024 press release) for gross proceeds of approximately $ 3.9 million. In addition, the Company
announces that it has completed sample selection and shipped the sample material to commence
a pre-feasibility study (“PFS”) metallurgy program for the Berg Project.
Leif Nilsson, Chief Executive Officer, commented: “We are delighted to welcome ARM as a new
strategic investor in Surge , and look forward to drawing on their project development and
operational expertise as we advance the Berg Project. Between this strategic placement and the
recently closed side -car private placement, Surge has now completed a $5 million funding
package to deliver several technical work streams to advance the Berg Project toward PFS. We
are excited to be commencing the metallurgical test work program and look forward to kicking off
our field program in the coming weeks.”
Berg Metallurgical Test Work Program
Surge has engaged ALS Metallurgy Kamloops to complete a comprehensive metallurgical test
work program for the Berg Project which will run for approximately 6 months and is designed to
advance flow sheet design parameters and confirm metal recoveries acceptable for use in a PFS.
Approximately 2,000 kilograms of material has been sampled from exploration drill core obtained
during recent drilling campaigns, which has been kept in cold storage since it was originally drilled.
The samples have been selected from various volumetric locations within the Berg deposit and
provide a range of different grades, rock types, and weathering profiles. These samples will be
used to form both variability and master composites that are representative of mill feed material
throughout the mine plan outlined in the preliminary economic assessment. The test work regime
will encompass standard comminution tests, QEMSCAN mineralogical analy ses, sequential
copper assays, open circuit and locked cycle bench flotation tests, and copper-molybdenum
separation tests. Samples have been shipped to the laboratory and sample prep is expected to
begin shortly.
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Strategic Placement
Under the terms of the Strategic Placement, African Rainbow Minerals Limited (“ ARM”) has
subscribed for 41,373,414 common shares of Surge (the “ Strategic Placement Common
Shares”) at a price of $0.095 per Strategic Placement Common Share for gross proceeds of
C$3,930,474, representing a 15.0% interest in Surge on a non-diluted basis.
Surge and ARM have entered into an investor rights agreement (the “ IRA”) which grants ARM
certain rights in the event it maintains minimum ownership thresholds in the Company, including
the right to maintain its ownership position through future equity financings, and the right to
appoint a member to a technical advisory committee to be formed following closing of the Strategic
Placement. Additionally, the IRA includes a covenant from ARM, for a period of two years, to vote
in favour of management’s recomme ndations on routine matters to be approved by the
shareholders of the Company. Furthermore, ARM has agreed in the IRA to a two-year standstill
with respect to the acquisition of additional securities of the Company which would result in ARM
owning greater than 19.9% of the then issued and outstanding common shares of the Company
on a non-diluted basis, subject to exceptions customary for a standstill of this nature. So long as
ARM’s ownership interest is at least 19.9% of Surge’s issued and outstanding common shares
on a non-diluted basis, ARM will have the right to nominate one director to the Company’s board
of directors.
The net proceeds from the Strategic Placement will be used to fund the advancement of the Berg
Project, exploration, and for working capital and general corporate purposes. The Strategic
Placement Common Shares are subject to a hold period of four months and one day from the
date of issuance. No finders fees were paid in connection with the Strategic Placement.
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 silver – 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
Surge Copper Corp. 3
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
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 limitatio n, 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 grants 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
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.
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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.