Surge Copper Announces Upsize of Bought Deal Private Placement Financing to $14.0M
PO Box 10351 888-700 West Georgia Street, Vancouver, BC, Canada, V7Y 1G5
www.surgecopper.com
TSX-V Trading Symbol: SURG
Frankfurt Trading Symbol: G6D2
Telephone: +1 (604) 781-5454
Email: [email protected]
May 14th, 2021
NEWS RELEASE
Surge Copper Announces Upsize of Bought Deal Private Placement Financing to $14.0M
May 14, 2021, Vancouver, British Columbia – Surge Copper Corp. (TSXV: SURG)
(Frankfurt: G6D2) (“Surge” or the “Company”) is pleased to announce that the Company
has entered into an amendment to its previously announced agreement with PI Financial Corp.
(“PI Financial”), pursuant to which a syndicate of underwriters led by PI Financial have agreed
to increase the size of the private placement from approximately C$10.0M to approximately
C$14.0M (the “Offering”).
Pursuant to the amended terms, the Offering will now consist of (i) 4,445,000 units (the “Units”)
sold at a price of C$0.45 per Unit; (ii) 11,325,000 flow-through units (the “FT units”) sold at a
price of C$0.53 per FT Unit; and (iii) 9,775,000 charity flow-through units (the “Charity FT Units”)
sold at a price of C$0.615 and there is no underwriters’ option to increase the size of the
Offering.
Each Unit will consist of one common share and one-half of one transferable common share
purchase warrant (each whole such common share purchase warrant, a “Warrant”). Each FT
Unit will consist of one flow-through common share and one-half of one Warrant to be issued on
a non-flow through basis. Each Charity FT Unit will consist of one charity flow-through common
share and one-half of one Warrant to be issued on a non-flow through basis. Each Warrant shall
be exercisable into one additional common share for twenty-four months from closing at an
exercise price of C$0.60 per Warrant.
The net proceeds raised from the Units will be used to fund ongoing project development
expenditures, and for working capital and general corporate purposes.
The aggregate gross proceeds raised from the FT Units and Charity FT Units will be used
before 2023 for general exploration expenditures which will constitute Canadian exploration
expenses (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax
Act”)), that will qualify as “flow through mining expenditures” within the meaning of the Tax Act
(the “Qualifying Expenditures”).
The Offering is expected to close on or about June 10, 2021 or such other date as agreed
between the Company and the underwriters (the “Closing Date”), and is subject to certain
conditions including, but not limited to, the receipt of all necessary regulatory approvals. The
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Units, FT Units, and Charity FT Units are subject to a four month hold period from the date of
closing of the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities in the United States. The securities have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
About Surge Copper Corp.
The Company owns a 100% interest in the Ootsa Property, an advanced stage exploration
project containing the East Seel, West 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 and Indicated categories.
The Company is also earning into a 70% interest in the Berg Property from Centerra Gold. Berg
is a large, advanced stage exploration project located 28 km northwest of the Ootsa deposits.
Berg contains pit constrained 43-101 compliant resources of copper, molybdenum, and silver in
the Measured and Indicated categories. Combined, the adjacent Ootsa and Berg properties give
Surge a dominant land position in the Ootsa-Huckleberry-Berg district and control over four
advanced porphyry deposits.
On Behalf of the Board of Directors
“Leif Nilsson”
Chief Executive Officer
For Further information, please contact:
Telephone: +1 604 416 2978 or +1 604 558 5847
http://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, use of proceeds from the Offering and the expected closing
date. 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
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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.