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 that it has closed its previously announced non-brokered
private placement (the “Offering”), consisting of a total of
11,539,000 units (the “Units”) issued at a price of $0.13 per Unit
and 11,077,000 charity flow-through units (the “CFT Units”) issued
at a price of $0.215 per CFT Unit, for total gross proceeds of
approximately $3.9 million.
Each Unit consists of one common share and
one-half of one transferrable common share purchase warrant (each
whole such common share purchase warrant, a “Warrant”). Each CFT
Unit consists 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
twelve months from closing at an exercise price of C$0.20 per
Warrant.
It is anticipated that the net proceeds raised
from the Units will be used for the completion of the Preliminary
Economic Assessment on the Berg Project and for working capital and
general corporate purposes. The aggregate gross proceeds raised
from the CFT Units will be used before 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 Company paid finders fees totalling
approximately $46,260 to PI Financial Corp. and EDE Asset
Management Inc. in connection with the Offering.
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106
Prospectus Exemptions (“NI 45-106”), the Offering was completed
pursuant to the listed issuer financing exemption under Part 5A of
NI 45-106 (the “Listed Issuer Financing Exemption”). Except those
Units sold to insiders of the Company (discussed below), the Units
and CFT Units offered under the Listed Issuer Financing Exemption
will not be subject to a hold period pursuant to applicable
Canadian securities laws.
Insiders of the Company subscribed for a total
of 1,926,613 Units. The participation of insiders in the Offering
constitutes a “related party transaction”, within the meaning of
TSX-V Policy 5.9 and Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101”).
The Company has relied on the exemptions from the formal valuation
and minority shareholder approval requirements of MI 61-101
contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect
of the related party participation in the Offering as neither the
fair market value (as determined under MI 61-101) of the subject
matter of, nor the fair market value of the consideration for, the
transaction, insofar as it involved the interested party, exceeded
25% of the Company's market capitalization (as determined under MI
61-101).
The Units sold to certain insiders of the
Company will be subject to an “Exchange Hold Period” (as that term
is defined in the Policies of the TSXV) expiring four months and
one day from the date of issuance.
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 use of anticipated proceeds of the Offering, including the
completion of the Preliminary Economic Assessment on the Berg
Project; the tax treatment of the charity flow through shares
issued in connection with CFT Units; and the Company’s plans
regarding the Berg Property (including any earned future interest
therein) 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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