Mr. Tim Fernback reports
SURGE EXPLORATION PROVIDES PROMOTIONAL ACTIVITIES UPDATE
Surge Exploration Inc. has been made aware and requested by the OTC Markets Group to comment on promotional activity concerning SURJF's common shares. The company is aware that this promotional activity coincided with higher-than-average trading volume in the company's shares. The company became aware of the promotional campaign on Nov. 7, 2018, when it entered into a contract with Stellar Media Group.
The company entered into a consulting contract with Stellar Media Group on Nov. 7, 2018, for a term of three months to provide editorial and marketing services for the company for a fee of up to $150,000 (U.S.). With respect to the marketing campaign on Jan. 9, 2019, Stellar provided written content regarding the company based on previously filed and disclosed press releases and corporate information that was provided to Stellar Media. This information had previously been made available to the public in the company's regulatory filings and is also posted on the company's website. The company requested that Stellar provide a draft of the proposed advertisement prior to releasing it and once the content was reviewed and signed off by management of the company, it was then distributed to Stellar Media's distribution lists, which e-mail lists consist of a double opt-in subscriber mechanism.
On Jan. 9, 2019, the same day as the editorial campaign, the company also announced a
reorganization of its assets whereby the company would spin off its interests in the B.C. copper/gold project into a newly incorporated subsidiary CuGold Corp. The news release also mentioned that the company proposes to separately finance this new subsidiary and seek a public listing on a stock exchange. This would have attributed to the higher-than-average trading volume of the company's shares on Jan. 9, 2019, as this provides a dividend to the company's shareholders.
The company's recent press releases have reported on and provided disclosure of legitimate and continuing corporate activities only and are not part of any promotional activities or campaigns. Its operations are in the exploration stage. As an exploration-stage enterprise, its focus must remain on developing its property interests to establish a commercially viable resource. This is where the company's attention and funds will remain. The company encourages those interested in the company to rely solely on information included in its press releases, combined with its SEDAR filings, and disclosures made with OTC Markets Group. In addition, the company strongly urges any prospective investors to obtain advice from a qualified investment professional prior to making any investment in the company.
The company made direct inquiries of its officers, directors and shareholders owning 10 per cent or more of the company's securities, and the company can confirm that no shares were sold within the past 90 days.
The company has entered into an editorial write-up and marketing campaign contract with Aktien Check to provide editorial write-ups and translation of company news releases with respect to the company's Frankfurt listing, which services are necessary
when communicating within the German market.
Pursuant to private placements and shares-for-debt transactions completed through the facilities of the TSX Venture Exchange, the company has issued the following shares and warrants. The shares were issued at discount to market pursuant to private placement pricing policies of the TSX Venture Exchange, and all securities issued were restricted and subject to statutory hold periods. The warrant exercise prices were at market price at the time of grant and, as such, were not discounted:
Dec. 22, 2017: 21,875,000 preconsolidated shares at eight cents per 21,875,000 preconsolidated warrants exercisable at eight cents for two years;
- Feb. 14, 2018: 2,189,588 preconsolidated shares at eight cents and 1,206,957 preconsolidated warrants exercisable at eight cents for two years;
- July 22, 2018: 5.5 million shares at 10 cents per share and 5.5 million warrants exercisable at 15 cents for two years.
The statements made in the Stellar Media campaign were in fact accurate statements based on the company's previously filed and disclosed information.
Surge Exploration Inc.
The company is a Canadian-based mineral exploration company which has been active in the resource sector in British Columbia and elsewhere in Canada. The company has an exploration office in Santiago, Chile, to review mineral exploration opportunities in Chile and elsewhere in South America.
We seek Safe Harbor.
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