Surge Copper Completes Acquisition of 100% Interest in Berg

Vancouver, British Columbia, Jan. 19, 2024 (GLOBE NEWSWIRE) -- Surge Copper Corp. (TSXV: SURG) (OTCQB: SRGXF) (Frankfurt: G6D2) (“Surge” or the “Company”) is pleased to announce that it has completed the previously announced acquisition (see December 27, 2023 press release) of a 100% interest in the Berg Property from Thompson Creek Metals Company Inc. (“TCM”), a wholly-owned subsidiary of Centerra Gold Inc., for total consideration of 21,221,165 common shares (“Common Shares”) of Surge (the “Transaction”). Pursuant to the Transaction, the December 2020 Option Agreement between Surge and TCM has been terminated. The Common Shares issued pursuant to the Transaction will be subject to a statutory 4-month and a day hold period.

No finder’s fee or commission was paid in connection with the Transaction. The Company currently has 222,047,093 issued and outstanding common shares, of which 33,075,383 are held by TCM, representing approximately 15%. The Transaction constituted a Reviewable Transaction pursuant to the policies of the TSX Venture Exchange (the “TSXV”), and the completion of the Transaction required the acceptance of the TSXV. The Company has obtained the conditional acceptance of the TSXV and final acceptance is subject to conditions customary to transactions of this nature, including the TSXV’s review of customary closing items, which have been delivered to the TSXV.

Early Warning Disclosure by TCM

Pursuant to the Transaction, TCM was issued 21,221,165 Common Shares of the Company (the “Consideration Shares”) at a deemed price of $0.075 per share for total deemed consideration of $1,591,587, increasing TCM’s holdings to 33,075,383 Common Shares of the Company, representing approximately 15% of the Company’s issued and outstanding Common Shares. Immediately prior to closing the Transaction, TCM held 11,854,218 Common Shares, representing approximately 6% of the Company’s issued and outstanding Common Shares.

The Consideration Shares were acquired for investment purposes. TCM has no current plans or intentions which relate to, or would result in, acquiring additional securities of the Company, disposing of securities of the Company, or any other actions described in Item 5 of Form 62-103F1 Required Disclosure under the Early Warning Requirements. TCM may, depending on market and other conditions, increase or decrease its beneficial ownership of or control or direction over the Company’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.