Surge Copper closes $4.5-million private placement

Mr. Leif Nilsson reports SURGE COPPER ANNOUNCES CLOSING OF STRATEGIC PRIVATE PLACEMENT WITH AFRICAN RAINBOW MINERALS LIMITED Surge Copper Corp. has closed its previously announced strategic private placement with African Rainbow Minerals Ltd. (ARM). Under the strategic placement, ARM has purchased 25,781,715 common shares at a price of 17.5 cents per share, for gross proceeds of approximately $4.5-million. Following the transaction, ARM's ownership in Surge has increased to 19.9 per cent. Leif Nilsson, chief executive officer, commented: "This strategic placement forms part of the larger financing that was announced earlier this summer. With the completion of all components, Surge has raised approximately $10.4-million in aggregate. These funds will allow us to complete the prefeasibility study for the Berg project and achieve our environmental assessment preparedness objectives. We greatly value our partnership with ARM and are delighted to see them increase their ownership at this pivotal stage in Surge's growth." The net proceeds from the strategic placement will be used to advance the company's flagship Berg project, support exploration activities and provide general working capital. The common shares issued under the strategic placement 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. The participation of ARM in the strategic placement 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. 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 strategic placement 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 strategic placement, insofar as it involved the interested parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101). The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the strategic placement, which the company deems reasonable in the circumstances in order to complete the strategic placement in an expeditious manner following receipt of all required approvals. About Surge Copper Corp. Surge Copper 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 National Instrument 43-101-compliant resources of copper, molybdenum, gold and silver -- metals that are critical inputs to modern energy infrastructure and electrification technologies. The company owns a 100-per-cent interest in the Berg project, for which it announced a maiden PEA (preliminary economic assessment) 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 road, power and port infrastructure. The PEA highlights base case economics, including a net present value (NPV) at 8 per cent of $2.1-billion and an internal rate of return (IRR) of 20 per cent based on long-term commodity prices of $4 (U.S.) per pound (lb) copper, $15 (U.S.) per lb molybdenum, $23 (U.S.) per ounce (oz) silver and $1,800 (U.S.) per oz gold. The Berg deposit contains pit-constrained NI 43-101-compliant resources of copper, molybdenum, silver and gold in the measured, indicated and inferred categories. Details of the Berg preliminary economic assessment are outlined in a technical report, titled "Berg Project NI 43-101 Technical Report and Preliminary Economic Assessment," prepared by Ausenco Engineering Canada in conjunction with Moose Mountain Technical Services, with an effective date of June 12, 2023. The report is written by Kevin Murray and six other qualified persons, and was issued to Surge Copper. The report is available on the company's website and on SEDAR+. The company also owns a 100-per-cent 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. We seek Safe Harbor.