Surge Copper Announces Upsize of Bought Deal Private Placement Financing to $14.0M
14 May 2021 - 10:00PM
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 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, 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 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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