Surge Copper Corp. (TSXV:
SURG) (OTCQB:
SRGXF) (Frankfurt:
G6D2) (“Surge” or the “Company”)
is pleased to announce that it has closed its previously announced
strategic placement (the “
Strategic Placement”)
(see April 2, 2024 press release) for gross proceeds of
approximately $3.9 million. In addition, the Company announces that
it has completed sample selection and shipped the sample material
to commence a pre-feasibility study (“
PFS”)
metallurgy program for the Berg Project.
Leif Nilsson, Chief Executive Officer,
commented: “We are delighted to welcome ARM as a new strategic
investor in Surge, and look forward to drawing on their project
development and operational expertise as we advance the Berg
Project. Between this strategic placement and the recently closed
side-car private placement, Surge has now completed a $5 million
funding package to deliver several technical work streams to
advance the Berg Project toward PFS. We are excited to be
commencing the metallurgical test work program and look forward to
kicking off our field program in the coming weeks.”
Berg Metallurgical Test Work
Program
Surge has engaged ALS Metallurgy Kamloops to
complete a comprehensive metallurgical test work program for the
Berg Project which will run for approximately 6 months and is
designed to advance flow sheet design parameters and confirm metal
recoveries acceptable for use in a PFS. Approximately 2,000
kilograms of material has been sampled from exploration drill core
obtained during recent drilling campaigns, which has been kept in
cold storage since it was originally drilled. The samples have been
selected from various volumetric locations within the Berg deposit
and provide a range of different grades, rock types, and weathering
profiles. These samples will be used to form both variability and
master composites that are representative of mill feed material
throughout the mine plan outlined in the preliminary economic
assessment. The test work regime will encompass standard
comminution tests, QEMSCAN mineralogical analyses, sequential
copper assays, open circuit and locked cycle bench flotation tests,
and copper-molybdenum separation tests. Samples have been shipped
to the laboratory and sample prep is expected to begin shortly.
Strategic Placement
Under the terms of the Strategic Placement,
African Rainbow Minerals Limited (“ARM”) has
subscribed for 41,373,414 common shares of Surge (the
“Strategic Placement Common Shares”) at a price of
$0.095 per Strategic Placement Common Share for gross proceeds of
C$3,930,474, representing a 15.0% interest in Surge on a
non-diluted basis.
Surge and ARM have entered into an investor
rights agreement (the “IRA”) which grants 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
includes a covenant from ARM, 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 has
agreed in the IRA to a two-year standstill with respect to the
acquisition of additional securities of the Company which would
result in ARM 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’s ownership interest is at least 19.9% of Surge’s
issued and outstanding common shares on a non-diluted basis, ARM
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. The Strategic Placement Common Shares are subject to a
hold period of four months and one day from the date of issuance.
No finders fees were paid in connection with the Strategic
Placement.
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 Strategic Placement and side-car
financing, including without limitation, to deliver several
technical work streams to advance the Berg Project toward PFS, and
the ability to do so, and commencement of the metallurgical test
work program; ARM's exercise of its rights grants under the IRA, if
at all; the planned technical work programs in support of a PFS for
the Berg Project, including timing and results thereof, along with
the timing for announcing same; 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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