Surge Copper Corp. (TSXV:
SURG) (OTCQB:
SRGXF) (Frankfurt:
G6D2) (“Surge” or the “Company”)
is pleased to announce that it has entered into a subscription
agreement for a private placement financing (the
“
Strategic Placement”) with a new
cornerstone strategic investor, African Rainbow Minerals Limited
(JSE: ARI) (“
ARM”).
Under the terms of the Strategic Placement, ARM,
through its wholly-owned subsidiary ARM Copper Company Proprietary
Limited (“ARM Copper”), will subscribe for
39,608,708 common shares (the “Strategic Placement Common
Shares”) of Surge at C$0.095 per Strategic Placement
Common Share, representing an approximately 18% premium to the
20-day volume weighted average price of the Company’s common shares
on the TSX Venture Exchange as at April 1, 2024, for gross proceeds
of approximately C$3,762,827. Upon completion of the Strategic
Placement, ARM (through ARM Copper) will own 15.0% of Surge’s
issued and outstanding common shares on a non-diluted basis.
Leif Nilsson, Chief Executive Officer,
commented: “We are excited to be welcoming ARM as a strategic
investor into Surge. They bring significant experience in the
development and operation of large-scale mines, with a foundational
commitment to operational efficiency and fostering strong community
ties. We look forward to leveraging this expertise as we advance
our wholly owned Berg project and surrounding exploration targets
in this emerging critical minerals district.”
Concurrent with the closing of the Strategic
Placement, the Company, ARM and ARM Copper will enter into an
investor rights agreement (the “IRA”). The IRA
will grant 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 will include a covenant from ARM Copper, for
a period of two years, to vote in favour of management’s
recommendations on routine matters to be approved by the
shareholders of the Company. Furthermore, ARM Copper will agree in
the IRA to a two-year standstill with respect to the acquisition of
additional securities of the Company which would result in ARM
Copper 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 Copper’s ownership interest is at least 19.9% of
Surge’s issued and outstanding common shares on a non-diluted
basis, ARM Copper 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. Closing of the Strategic Placement is subject to certain
customary conditions, including acceptance by the TSX Venture
Exchange and is also subject to receipt by ARM of South African
Reserve Bank approval. The Strategic Placement is expected to
close in approximately four to six weeks. The Strategic Placement
Common Shares will be subject to a statutory hold period of four
months and one day from the date of issuance.
Qualified Person
Dr. Shane Ebert P.Geo., is the Qualified Person
for the Ootsa and Berg projects as defined by National Instrument
43-101 and has approved the technical disclosure contained in this
news release.
About ARM
ARM is a leading South African diversified
mining and minerals company with long-life operations in key
commodities in South Africa and Malaysia. ARM, its subsidiaries,
joint ventures, joint operations, and associates explore, develop,
operate, and hold interests in the mining and minerals industry.
Its business has grown through a series of operating partnerships
with a wide range of international mining enterprises. ARM’s
current operational focus is on precious metals, base metals,
ferrous metals and alloys, which include platinum group metals,
nickel, coal, iron ore, manganese ore, and ferromanganese. ARM also
has an investment in Harmony Gold Mining Company Limited. In ARM’s
fiscal 2023 year, it employed approximately 23,000 employees and
contractors, and generated total revenue of ZAR 16.1 billion
(approximately US$906 million) and profit of ZAR 9.3 billion
(approximately US$525 million).
About the Berg Project
The Berg deposit is situated in the northwestern
portion of the Company’s 100%-owned 125,499 hectare contiguous land
package in the Berg-Huckleberry-Ootsa district. Surge announced an
NI 43-101 compliant Preliminary Economic Assessment (“PEA”) and an
accompanying Mineral Resource Estimate (“MRE”) on the Berg Project
in June 2023 (see June 13, 2023 Press Release)1. The PEA outlined a
large-scale, stand-alone greenfield development project with a
simple design and high outputs of critical metals located in a safe
jurisdiction with world-class infrastructure. Highlights from the
PEA include:
- Base case
after-tax NPV8% of C$2.1 billion and IRR of 20% based on long-term
commodity price assumptions of US$4.00/lb copper, US$15.00/lb
molybdenum, US$23/oz silver, and US$1,800/oz gold plus foreign
exchange of 0.77 USDCAD
- 30-year mine
life with total payable production of 5.8 billion pounds (2.6
million tonnes) of copper equivalent (CuEq2), including 3.7 billion
pounds (1.7 million tonnes) of copper
- Updated mineral
resource estimate includes combined Measured & Indicated
resource of 1.0 billion tonnes grading 0.23% copper, 0.03%
molybdenum, 4.6 g/t silver, and 0.02 g/t gold, containing 5.1
billion pounds of copper, 633 million pounds of molybdenum, 150
million ounces of silver, and 744 thousand ounces of gold, plus an
additional 0.5 billion tonnes of material in the Inferred category
grading 0.17% copper, 0.02% molybdenum, 3.71 g/t silver, and 0.02
g/t gold.
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.
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 & DevelopmentTelephone: +1
604 416 2978Email: info@surgecopper.comTwitter:
@SurgeCopperLinkedIn: Surge Copper
Corphttps://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,
statements regarding the Strategic Placement, including closing and
the timing thereof, including receipt of TSX Venture Exchange and
South African Reserve Bank approvals; execution of the IRA; the use
of proceeds of the Strategic Placement; future acquisition of
common shares by ARM or ARM Copper; the nomination and appointment
to the Company’s board of directors; statements regarding the PEA;
mineral resource estimates; and the Company’s plans regarding the
Berg Property 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, 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. These statements speak only as of the date of
this release, or as of the date specified in the documents referred
to in this release, as the case may be.
__________________
End
Notes: 1) See “Berg Project
43-101 Technical Report and Preliminary Economic Assessment”
Effective Date June 12, 2023 filed on SEDAR+. Mineral Resources
that are not Mineral Reserves do not have demonstrated economic
viability. The PEA is preliminary in nature and includes Inferred
Mineral Resources that are considered too speculative geologically
to have the economic considerations applied to them that would
enable them to be categorized as Mineral Reserves, and there is no
certainty the PEA will be
realized. 2) Copper
equivalent (CuEq) refers to recovered and payable metals converted
into copper equivalent based on each metal's respective price ratio
using metal prices of US$4.00/lb copper, US$15.00/lb molybdenum,
US$23.00/lb silver, and US$1,800/oz gold using the formula CuEq
(lbs) = Cu (lbs) + 3.75 * Mo (lbs) + 5.75 * Ag (oz) + 450 * Au
(oz). 3) See “A Mineral
Resource Estimate Update for the Seel and Ox Deposits – Ootsa
Property, August 2022” Effective Date February 18, 2022 filed on
SEDAR+. Mineral Resources that are not Mineral Reserves do not have
demonstrated economic viability.
Surge Copper (TG:G6D2)
Historical Stock Chart
From Oct 2024 to Nov 2024
Surge Copper (TG:G6D2)
Historical Stock Chart
From Nov 2023 to Nov 2024