Surge Copper arranges $15-million private placement

Executive Summary

• Surge Copper Corp. has arranged a non-brokered private placement of 30 million units at $0.50 per unit, raising gross proceeds of $15 million.
• The proceeds are designated to advance the Berg and Ootsa projects through permitting and technical evaluation, specifically funding the upcoming preliminary feasibility study (PFS), as well as for working capital and general corporate purposes.
• The offering includes non-transferable warrants with an exercise price of $1.00 and a three-year term, featuring an acceleration clause if the share price exceeds $1.50 for 20 consecutive days.

Key Details

• Transaction Structure: Non-brokered private placement of 30 million units.
• Price: $0.50 per unit.
• Gross Proceeds: $15,000,000.
• Unit Composition: Each unit consists of one common share and one non-transferable common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $1.00 per share.
  • Term: Three years from issuance (subject to acceleration).
  • Acceleration Provision: If the common shares trade at a volume-weighted average price of $1.50 or greater on the TSX Venture Exchange for 20 consecutive trading days, the company may accelerate the warrant expiry to 20 days following written notice.
• Strategic Investor Participation:
  • A strategic investor (under an agreement dated May 31, 2024) has the right to participate to maintain ownership interest, subject to regulatory limits.
  • Gross proceeds assume full exercise of this right.
  • Participation is subject to foreign regulatory approvals.
  • Warrants held by the strategic investor are restricted from exercise if it results in beneficial ownership exceeding 19.9% of outstanding common shares.
• Use of Proceeds: Advancing mineral exploration and development (Berg and Ootsa projects), delivering the preliminary feasibility study, working capital, and general corporate purposes.
• Closing Timeline: Expected on or about February 26, 2026, or as determined by the company.
• Conditions: Subject to customary closing conditions, including regulatory approvals and conditional acceptance by the TSX Venture Exchange.
• Tranches: The offering may be completed in one or more tranches, with subsequent tranches subject to regulatory approvals.

Notable Quotes

• "This financing is designed to provide Surge with a strong and durable capital foundation as we advance Berg through the next stages of permitting and technical evaluation. Importantly, the company is already fully funded to deliver its upcoming preliminary feasibility study, which remains on track." — Leif Nilsson, Chief Executive Officer