Surge Copper Announces Closing of Private Placement for $1.0 million

Vancouver, British Columbia, April 24, 2024 (GLOBE NEWSWIRE) -- Surge Copper Corp. (TSXV: SURG) (OTCQB: SRGXF) (Frankfurt: G6D2) (“Surge” or the “Company”) announces that it has closed its previously announced non-brokered private placement (the “Side-Car Private Placement”) (see April 10, 2024 press release), consisting of 10,000,000 common shares of Surge (the “Side-Car Common Shares”) at a price of $0.10 per Side-Car Common Share for aggregate gross proceeds of $1.0 million. Closing of the previously announced strategic placement (the “Strategic Placement”) (see April 2, 2024 press release) is anticipated within the next several weeks.

The net proceeds from the Side-Car Private Placement will be used to fund the advancement of the Berg Project, exploration, and for working capital and general corporate purposes. The Side-Car Common Shares are subject to a hold period of four months and one day ‎from the date of issuance. The Company paid finders fees totalling $6,000 to PI Financial Corp. and EDE Asset Management Inc. in connection with the Side-Car Private Placement.

Insiders of the Company subscribed for a total of 875,000 Side-Car Common Shares. The participation of insiders in the Side-Car Private 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 ("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 Side-Car Private 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 transaction, insofar as it involved the interested party, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

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.‎