Surge Battery closes $25-million private placement

Executive Summary

• Surge Battery Metals Inc. has closed a fully-subscribed non-brokered private placement, raising aggregate gross proceeds of $25 million.
• The financing was executed via two tranches: $19,999,800 under the Listed Issuer Financing Exemption (LIFE) and $5,000,202 under general prospectus exemptions, both priced at $0.90 per unit.
• Proceeds are designated for the preliminary and definitive feasibility studies of the Nevada North lithium project, along with general working capital.

Key Details

• Total Gross Proceeds: $25,000,002.
• Tranche 1 (LIFE Offering):
  • Gross Proceeds: $19,999,800.
  • Units Issued: 22,222,200 units.
  • Price: $0.90 per unit.
  • Regulatory Basis: Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 and Coordinated Blanket Order 45-935.
  • Trading Status: Free trading.
• Tranche 2 (Concurrent Offering):
  • Gross Proceeds: $5,000,202.
  • Units Issued: 5,555,780 units.
  • Price: $0.90 per unit.
  • Regulatory Basis: Prospectus exemptions under applicable securities laws.
  • Trading Status: Subject to a four-month statutory hold period expiring June 4, 2026.
• Security Structure:
  • Each unit consists of one common share and one-half of one common share purchase warrant.
  • Warrant Exercise Price: $1.35 per share.
  • Warrant Expiry: February 3, 2029.
  • Warrant Vesting: Exercisable 60 days after issuance.
• Finder’s Fees:
  • Aggregate Fees Paid: $1,206,171.86.
  • Warrants Issued to Finders: 1,307,243 finders' warrants.
  • Finder's Warrant Terms: Exercisable for one common share at $1.35 until February 3, 2029.
  • Finder's Warrant Hold Period: Four-month statutory hold period expiring June 4, 2026.
  • Financial Adviser: 3L Capital Inc.
• Use of Proceeds:
  • Additional costs for the preliminary feasibility study of the Nevada North lithium project.
  • Costs for the definitive feasibility study of the project.
  • General working capital.
• Related-Party Transaction:
  • Insiders participated in the concurrent offering.
  • Exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 as the fair market value does not exceed 25% of market capitalization.
  • Unanimously approved by directors with no materially contrary views.

Notable Quotes

• "We are pleased to have completed this fully subscribed financing, which provides Surge with a strong balance sheet to advance key technical and feasibility work at Nevada North. On behalf of Surge Battery Metals, we extend our thanks to 3L Capital and the Quaternary Group for their continued support," said Graham Harris, chairman and director of Surge.