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, the 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 participation 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 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, 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:
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 PFS, 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 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.
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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