Surge Copper Announces Closing of Private Placement for $2.2M
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 21, 2024
NEWS RELEASE
Surge Copper Announces Closing of Private Placement for $2.2M
June 21, 2024, Vancouver, British Columbia – Surge Copper Corp. (TSXV: SURG) (OTCQB:
SRGXF) (Frankfurt: G6D2) (“Surge” or the “ Company”) announces that it has closed its non-
brokered private placement previously announced on June 6 and June 7, 2024 , consisting of
8,966,668 special flow-through common shares (the “CFT Shares”) at a price of $0.245 per CFT
Share, for gross proceeds of approximately $2.2 million (the “Offering”).
The CFT Shares qualify as “flow -through shares” within the meaning of the Income Tax Act
(Canada) (the “Tax Act”). The aggregate gross proceeds raised from the Offering will be used
before December 31, 2025 for general exploration expenditures which will constitute “Canadian
exploration expenses” that will qualify as “flow-through critical mineral mining expenditures” (each
as defined in the Tax Act). Such proceeds will be renounced to the subscribers with an effective
date not later than December 31, 2024, in the aggregate amount of not less than the total amount
of gross proceeds raised from the issuance of CFT Shares.
The CFT Shares will be subject to a statutory hold period of four months and one day from the
date of issuance. In connection with the Offering, t he Company paid finders fees totalling
approximately $4,410 to EDE Asset Management Inc.
One insider of the Company participated in the Offering. The insider is a related party of Surge,
and therefore the insider participation in the Offering is considered a “related party transaction”
subject to Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and
minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(1)(a) of
MI 61-101 on the basis that p articipation in the Offering by insiders did not exceed 25% of the
Company’s market capitalization. The Company did not file a material change report more than
21 days before the expected closing date of the Offering as the details of the Offering and the
participation therein by the "related party" of the Company were not settled until shortly prior to
the closing of the Offering, and the Company wished to close the Offering on an expedited basis
for sound business reasons.
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
Surge Copper Corp. 2
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.
Annual Grant of Equity Incentive Awards & Share-Based Compensation
The Company has awarded a total of 10,933,334 restricted share units and deferred share units
to various employees, executives, and directors of the Company pursuant to the Company’s
Share Compensation Plan. The restricted share units will vest annually over a three -year period
from the award date and the deferred share units awarded to Non -Executive Directors will vest
upon their departure from the Company.
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
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, m olybdenum, and silver in the Measured, Indicated, and
Inferred categories.
On Behalf of the Board of Directors
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
“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 Offering; tax treatment and
timing of the expenditures 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 cor onavirus 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.