Not for distribution to U.S. newswire services or
dissemination in the United States
Surge Copper Corp.
(TSXV: SURG)
(OTCQX: SRGXF)
(Frankfurt: G6D2)
(“Surge” or the “Company”) announces a
non-brokered private placement of up to 9.6 million units (the
“Units”) at a price of $0.13 per Unit for aggregate gross proceeds
of up to $1.25 million (the “Offering”). Each Unit will comprise
one common share and one-half of one transferrable common share
purchase warrant (each whole such common share purchase warrant, a
“Warrant”). Each Warrant shall be exercisable into one additional
common share at an exercise price of $0.20 per Warrant for twelve
months from closing.
It is anticipated that the net proceeds of the
Offering will be used for the completion of the Preliminary
Economic Assessment on the Berg Project and for general corporate
purposes.
The Offering is scheduled to close on or about
February 2, 2023, and is subject to certain conditions including,
but not limited to receipt of TSX Venture Exchange conditional
acceptance.
There is an offering document related to this
Offering that can be accessed under the issuer’s profile at
www.sedar.com and at www.surgecopper.com. Prospective investors
should read this offering document before making an investment
decision.
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106
Prospectus Exemptions (“NI 45-106”), the Offering is being made to
purchasers resident in all provinces of Canada, except Quebec, the
United States and in certain foreign jurisdictions, pursuant to the
listed issuer financing exemption under Part 5A of NI 45-106 (the
“Listed Issuer Financing Exemption”). The Units offered under the
Listed Issuer Financing Exemption will not be subject to a hold
period pursuant to applicable Canadian securities laws.
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.
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.
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 controls 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 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.
The Company is also earning 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 NI 43-101 compliant
resources of copper, molybdenum, and silver in the Measured,
Indicated, and Inferred categories. Combined, the adjacent Ootsa
and Berg properties give Surge a dominant land position in the
Ootsa-Huckleberry-Berg district and control over three advanced
porphyry deposits and multiple copper, gold, and silver exploration
targets.
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 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.
Surge Copper (TSXV:SURG)
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