Surge Copper Announces Upsize of Private Placement to $10.4 Million
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) 781-5454
Email: [email protected]
July 9, 2025
NEWS RELEASE
Surge Copper Announces Upsize of Private Placement to $10.4 Million
Not for distribution to U.S. newswire services or dissemination in the United States
July 9, 2025, Vancouver, British Columbia – Surge Copper Corp. (TSXV: SURG) (OTCQB:
SRGXF) (Frankfurt: G6D2) (“Surge” or the “Company”) is pleased to announce that, due to
strong investor demand, it has upsized its previously announced non -brokered equity financing
(see July 7, 2025 press release) from approximately $6.4 million to up to $10.4 million (the
“Offering”). The Offering is fully subscribed, with strong participation from both new and existing
investors.
The Offering will now consist of the following components:
1. LIFE Offering: A non-brokered private placement of up to 19.2 million common shares
(the “Common Shares”) at a price of $0.175 per share for gross proceeds of up to $3.4
million (the “LIFE Offering”). This offering is being made under the “listed issuer financing
exemption” ( LIFE), allowing issued shares to be freely tradable in Canada. The LIFE
Offering is expected to close in two to three weeks.
2. LIFE Charity Flow -Through Offering: A non-brokered private placement of up to 9.4
million charity flow-through common shares (the “CFT Shares”) at a price of $0.265 per
share for gross proceeds of up to $2.5 million (the “LIFE CFT Offering”). This offering is
also being made under the LIFE exemption, and the CFT shares will be freely tradable in
Canada. The LIFE CFT Offering is expected to close in two to three weeks.
3. Concurrent Strategic Investment: A concurrent private placement of up to 25.8 million
Common Shares at a price of $0.175 per share by a significant existing strategic investor
(see May 31, 2024 press release), who holds participation rights and intends to increase
its ownership to up to 19.9% of the Company’s outstanding shares following closing (the
“Concurrent Private Placement”). This component is expected to raise up to $4.5 million
and will close following the completion of the LIFE and LIFE CFT Offerings , subject to
customary conditions including TSX Venture Exchange acceptance and certain foreign
regulatory approvals. Shares issued under this component will be subject to a statu tory
four-month plus one day hold period.
Surge Copper Corp. 2
Use of Proceeds
Net proceeds from the LIFE Offering and the Concurrent Private Placement will be used to fund
engineering, environmental, and early-stage permitting activities at the Company’s flagship Berg
Project. These efforts are intended to support the anticipated completion of a Preliminary
Feasibility Study and potential entry into the Environmental Assessment process . Planning for
these workstreams is ongoing, and the final scope and timelines will be refined as technical
milestones are achieved. A portion of the proceeds will be used for general working capital.
The gross proceeds raised from the LIFE CFT Offering will be used before December 31, 2026,
for exploration expenditures that will qualify as “Canadian exploration expenses” and “critical
mineral flow-through mining expenditures” within the meaning of the Income Tax Act (Canada)
(collectively, the “Qualifying Expenditures”) . T he Company will renounce all Qualifying
Expenditures in favour of the purchasers of the CFT Shares, effective December 31, 2025.
Offering Documents and Subscription Details
An offering document for the LIFE components of the Offering is available under the Company’s
SEDAR+ profile and at www.surgecopper.com. Investors should read this document before
making an investment decision.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45 -106 Prospectus Exemptions (“NI 45 -106”), the LIFE Offering and L IFE CFT
Offering are being made to purchasers resident in all provinces of Canada (except Quebec), the
United States, and in certain foreign jurisdictions, pursuant to the listed issuer financing exemption
under Part 5A of NI 45-106. Securities issued under the LIFE components will not be subject to a
hold period pursuant to applicable Canadian securities laws.
The Company may pay certain finders a cash fee equal to 6% on eligible funds raised through
the Offering.
Securities Law Notice
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 th e 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.
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 modern energy infrastructure and electrification technologies.
Surge Copper Corp. 3
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.
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 fac t, are forward -looking
statements, including but not limited to the size of the LIFE Offering and the Concurrent Private
Placement, including the final allocations thereunder, and the gross proceeds raised therefrom,
the use of proceeds raised from the Off ering, including without limitation the funding of
engineering, environmental, and early -stage permitting activities at the Berg Project, the
implementation of these initiatives that are already underway and the completion of a PFS and
early-stage permitting activities, including EA readiness preparation, as part of the 2025 work
program, and the scope, refinement and timing of the foregoing activities and the Company’s
other plans regarding the Berg Project and the Ootsa Property. There can be no assurance that
any future studies, including a Pre-Feasibility Study, will confirm the economic or technical viability
of the Berg Project or result in a production decision. Further there can be no assurance that the
Offering will close as planned, or at all, nor that the allocation by the strategic investor will be as
anticipated, there can be no assurance that the proceeds of the Offering will be used as planned
and further, there can be no certainty that the Company’s objectives for the 2025 program will be
as p lanned (including, without limitation, that the engineering, environmental, and early -stage
permitting activities will support progress towards the anticipated completion of the PFS or EA
Surge Copper Corp. 4
readiness, or that the PFS and/or EA preparation will be completed), that the program will be
completed within the timelines anticipated, or that the results (and technical deliverables) of such
program will be as anticipated. 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, risks of the Offering not
closing as anticipated, or that funds raised will be insufficient to complete the Company’s planned
objectives, actual results of the Company's exploration activities , including without limitation,
those for the 2025 program, being different than those expected by management , (including,
without limitation, that the engineering, environmental, and early-stage permitting activities do not
support progress towards the anticipated completion of the PFS and/or EA readiness, and that
the PFS and/or EA preparation will be completed as planned), 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, 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, a ctual
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.