Surge Copper Announces Closing of Strategic Private Placement with African Rainbow Minerals Limited

About this update from African Rainbow Minerals Limited

Vancouver, British Columbia, Sept. 18, 2025 (GLOBE NEWSWIRE) -- Surge Copper Corp. (TSXV: SURG) (OTCQB: SRGXF) (Frankfurt: G6D2) (“Surge” or the “Company”) is pleased to announce the closing of its previously announced strategic private placement (the “Strategic Placement”) with African Rainbow Minerals Limited (“ARM”). Under the Strategic Placement, ARM has purchased 25,781,715 common shares at a price of $0.175 per share, for gross proceeds of approximately C$4.5 million. Following the transaction, ARM’s ownership in Surge has increased to 19.9%. Leif Nilsson, Chief Executive Officer, commented: “This strategic placement forms part of the larger financing that was announced earlier this summer. With the completion of all components, Surge has raised approximately C$10.4 million in aggregate. These funds will allow us to complete the pre-feasibility study for the Berg Project and achieve our environmental assessment preparedness objectives. We greatly value our partnership with ARM and are delighted to see them increase their ownership at this pivotal stage in Surge’s growth.” The net proceeds from the Strategic Placement will be used to advance the Company’s flagship Berg Project, support exploration activities, and provide general working capital. The common shares issued under the Strategic Placement are subject to a hold period of four months and one day ‎from the date of issuance.‎ No finder’s fees were paid in connection with the Strategic Placement. The participation of ARM in the Strategic Placement constitutes a “related party transaction”, within the meaning of TSXV 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 Strategic 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 Strategic Placement, insofar as it involved the interested parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The Company did not file a material change report in respect of the related party transaction at leas...

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