/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES./
TSX-V Trading Symbol: SURG
Frankfurt Trading Symbol: G6D2
VANCOUVER, BC, June 9, 2021 /CNW/ - Surge Copper Corp.
(TSXV: SURG) (Frankfurt: G6D2) ("Surge" or the
"Company") is pleased to announce that the Company has
closed the previously announced bought deal private placement (the
"Offering") for total gross proceeds of C$14,014,125, consisting 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.
Each Unit consists of one common share of Surge and one-half of
one transferable common share purchase warrant (each whole such
common share purchase warrant, a "Warrant"). Each FT Unit consists
of one flow-through common share and one-half of one Warrant issued
on a flow-through basis. Each Charity FT Unit consists of one
charity flow-through common share and one-half of one Warrant
issued on a flow-through basis. Each Warrant shall be exercisable
into one additional common share of Surge for a period of
twenty-four months following the closing of the Offering at an
exercise price of C$0.60 per
Warrant.
Leif Nilsson, Chief Executive
Officer, commented: "The closing of this financing will kick off a
period of intense activity for the Company as we continue to
advance our Ootsa and Berg projects and undertake regional
exploration across the district. With a strong financial position,
the Company is well positioned to capture the exceptional
opportunity that this prospective and strategically positioned land
package presents."
The Offering was carried out by a syndicate of underwriters led
by PI Financial Corp., and including Haywood Securities Inc. and
Raymond James Ltd. (collectively, the "Underwriters"). In
consideration for the services provided by the Underwriters, on
closing the Company paid a cash commission of C$737,989.23 and a fiscal advisory fee of
C$42,858.27. In addition, the Company
issued 1,339,085 broker warrants and 81,317 fiscal advisory
warrants (collectively, the "Compensation Warrants") to the
Underwriters. Each Compensation Warrant is exercisable into one
additional common share of Surge for a period of twenty-four months
following the closing of the Offering at an exercise price of
C$0.45 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
Qualifying Expenditures will be renounced with an effective date no
later than December 31, 2021.
Insiders of the Company subscribed for a total of 22,000 Units
and 669,375 FT 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).
All securities issued in connection with the Offering are
subject to a hold period of four months and one day from closing of
the Offering. The Offering remains subject to final approval of the
TSX Venture Exchange.
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
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,
the use of proceeds from the Offering and the renunciation of
Qualifying Expenditures. 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.
SOURCE Surge Copper Corp.