Surge Copper Corp. (TSXV:
SURG) (OTCQB:
SRGXF) (Frankfurt:
G6D2) (“
Surge”
or the “
Company”) announces an upsize to its
previously announced non-brokered private placement of charity
flow-through common shares, announced June 6, 2024, from
approximately $1.6 million to approximately $2.2 million (the
“
Offering”).
Pursuant to the amended terms, the Offering will
now consist of up to 8,966,667 charity flow-through common shares
(the “CFT Shares”) at a price of $0.245 per CFT
Share for gross proceeds of up to approximately $2.2 million. All
other terms of the Offering remain the same.
The aggregate gross proceeds raised from the CFT
Shares will be used prior to December 31, 2025 for general
exploration expenditures which will constitute Canadian exploration
expenses (within the meaning of subsection 66.1(6) of the Income
Tax Act (Canada) (the “Tax Act”), that will qualify as “critical
mineral flow through mining expenditures” within the meaning of the
Tax Act.
The Offering is scheduled to close on or before
June 21, 2024, and is subject to certain conditions including, but
not limited to, the receipt of TSX Venture Exchange conditional
acceptance. The CFT Shares and the NFT Shares (as defined below)
will be subject to a statutory hold period of four months and one
day from the date of issuance. The Company may pay certain finders
a cash fee equal to 6% of the aggregate gross proceeds raised from
subscriptions under the Offering arranged by such finders.
In addition, the Company may also complete one
or more private placements for a total of up to 1,582,353
non-flow-through common shares of the Company (“NFT
Shares”) to certain strategic investors, including those
who may hold participation rights, at a price of $0.15 per NFT
Share.
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.
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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