Surge Copper Corp. (TSXV:
SURG) (Frankfurt: G6D2) (“Surge” or the
“Company”) is pleased to announce that the Company has
entered into an agreement with PI Financial Corp. (“PI Financial”),
pursuant to which a syndicate of underwriters led by PI Financial
have agreed to purchase 4,445,000 units (the “Units”), 3,775,000
flow-through units (the “FT Units”), and 9,775,000 charity
flow-through units (the “Charity FT Units”) of the Company for
aggregate gross proceeds of approximately C$10.0 million (the
“Offering”). The Units, FT Units, and Charity FT Units will be
offered by way of a private placement pursuant to exemptions from
the prospectus requirements to residents of the Provinces of
British Columbia, Alberta, Saskatchewan, Ontario, Quebec, and such
other Canadian jurisdictions as may be agreed to by the Company and
the underwriters. The Company is pleased to announce it has
received a substantial commitment from Altius Minerals Corporation
to subscribe under the Offering.
Each Unit will be sold at a price of C$0.45 (the
“Unit Offering Price”) and 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 be
sold at a price of C$0.53 (the “FT Unit Offering Price”) and
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 be sold at a price of C$0.615 (the “Charity FT Unit
Offering Price”) and 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 Company has also granted the underwriters an
option to increase the size of the offering (the “Underwriters’
Option”), which will allow the underwriters to offer up to an
additional 20% of the Offering, on the same terms. The
Underwriters’ Option may be exercised in whole or in part at any
time prior to the closing of the Offering, in any combination of
Units, FT Units, and Charity FT Units.
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 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
5847info@surgecopper.comhttp://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. 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.
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