Mr. Graham Harris reports
SURGE BATTERY METALS CLOSES FULLY-SUBSCRIBED NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $25M
Surge Battery Metals Inc. has closed its previously announced non-brokered private placement, raising aggregate gross proceeds of $25-million. Under the private placement, the company raised gross proceeds of $19,999,800 by issuing an aggregate of 22,222,200 units at a price of 90 cents per offered unit pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 and Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The company filed an amended and restated offering document relating to the LIFE offering on Jan. 15, 2026, which can be accessed under the company's profile at SEDAR+. The company raised additional gross proceeds of $5,000,202 by issuing an aggregate of 5,555,780 offered units at a price of 90 cents per offered unit for gross proceeds of up to $5,000,202 pursuant to prospectus exemptions available under applicable securities laws.
Each offered unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at an exercise price of $1.35 at any time following 60 days after the date of issuance until Feb. 3, 2029. The offered units and underlying securities issued under the LIFE offering are free trading. The offered units and underlying securities issued under the concurrent offering are subject to a four-month statutory hold period pursuant to applicable Canadian securities laws, expiring June 4, 2026.
"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.
On closing, the company paid aggregate finders' fees of $1,206,171.86 and issued an aggregate of 1,307,243 finders' warrants, with each finder's warrant exercisable for one common share at a price of $1.35 until Feb. 3, 2029. The finder's warrants and the common shares issuable thereunder are subject to a four-month statutory hold period expiring June 4, 2026, in accordance with applicable Canadian securities laws. 3L Capital Inc. acted as financial adviser for the private placement.
The company intends to use the proceeds of the private placement for additional costs related to its preliminary feasibility study for its Nevada North lithium project, costs for a definitive feasibility study for the project and general working capital.
Insiders of the company participated in the concurrent offering, and such participation is considered to be a related-party transaction as defined under Multilateral Instrument 61-101. The related-party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the transaction does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. In considering and unanimously approving the transaction, there were no materially contrary views, abstentions (except for any abstentions required by corporate law) or material disagreements by any director of the company. The company did not file a material change report at least 21 days before closing the concurrent offering, which is reasonable given the MI 61-101 exemptions noted above.
About Surge Battery Metals Inc.
Surge Battery Metals, a Canadian-based mineral exploration company, is at the forefront of securing the supply of domestic lithium through its active engagement in the Nevada North lithium project. The project focuses on exploring for clean, high-grade lithium energy metals in Nevada, United States, a crucial element for powering electric vehicles. With a primary listing on the TSX Venture Exchange in Canada and the OTCQX market in the United States, Surge Battery Metals is strategically positioned as a key player in advancing lithium exploration.
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