Mr. Leif Nilsson reports
SURGE COPPER ANNOUNCES $10.0 MILLION BOUGHT DEAL PRIVATE PLACEMENT FINANCING
Surge Copper Corp. has entered into an agreement with PI Financial Corp., pursuant to which a syndicate of underwriters led by PI Financial have agreed to purchase 4,445,000 units, 3,775,000 flow-through units and 9,775,000 charity flow-through units of the company for aggregate gross proceeds of approximately $10-million. The units, FT units, and charity FT units will be offered by way of a private placement pursuant to exemptions from the prospectus requirements to residents of the provinces of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, and such other Canadian jurisdictions as may be agreed to by the company and the underwriters. The company is pleased to announce it has received a substantial commitment from Altius Minerals Corp. to subscribe under the offering.
Each unit will be sold at a price of 45 cents and consist of one common share and one-half of one transferable common share purchase warrant. Each FT unit will be sold at a price of 53 cents and consist of one flow-through common share and one-half of one warrant to be issued on a non-flow through basis. Each charity FT unit will be sold at a price of 61.5 cents and consist of one charity flow-through common share and one-half of one warrant to be issued on a non-flow through basis. Each warrant shall be exercisable into one additional common share for 24 months from closing at an exercise price of 60 cents per warrant.
The company has also granted the underwriters an option to increase the size of the offering, which will allow the underwriters to offer up to an additional 20 per cent of the offering, on the same terms. The underwriters' option may be exercised in whole or in part at any time prior to the closing of the offering, in any combination of units, FT units and charity FT units.
The net proceeds raised from the units will be used to finance continuing project development expenditures, and for working capital and general corporate purposes.
The aggregate gross proceeds raised from the FT units and charity FT units will be used before 2023 for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) that will qualify as flow-through mining expenditures within the meaning of the Tax Act.
The offering is expected to close on or about June 10, 2021, or such other date as agreed between the company and the underwriters, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals. The units, FT units, and charity FT units are subject to a four-month hold period from the date of closing of the offering.
About Surge Copper Corp.
The company owns a 100-per-cent interest in the Ootsa property, an advanced-stage exploration project containing the East Seel, West Seel and Ox porphyry deposits located adjacent to the open pit Huckleberry copper mine, owned by Imperial Metals. The Ootsa property contains pit-constrained National Instrument 43-101-compliant resources of copper, gold, molybdenum, and silver in the measured and indicated categories.
The company is also earning into a 70-per-cent interest in the Berg property from Centerra Gold. Berg is a large, advanced-stage exploration project located 28 kilometres northwest of the Ootsa deposits. Berg contains pit-constrained 43-101-compliant resources of copper, molybdenum, and silver in the measured and indicated categories. Combined, the adjacent Ootsa and Berg properties give Surge a dominant land position in the Ootsa-Huckleberry-Berg district and control over four advanced porphyry deposits.
We seek Safe Harbor.
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