Mr. Leif Nilsson reports

SURGE COPPER ANNOUNCES $6.4 MILLION EQUITY FINANCING TO SUPPORT PROGRESS TO PRE-FEASIBILITY AND EA READINESS AT BERG

Surge Copper Corp. has arranged a non-brokered equity financing of up to $6.4-million to support the next phase of development at its flagship Berg project. The company is targeting completion of a preliminary feasibility study (PFS) and commencement of early-stage permitting activities, including environmental assessment (EA) readiness preparation, as part of its 2025 work program. Planning for these initiatives is well under way, with technical scoping, team resourcing and strategic frameworks being finalized. The offering is anchored by strong participation from existing shareholders, including a strategic investor increasing its ownership to up to 19.9 per cent.

The offering will be completed by two concurrent private placements:

1. LIFE offering -- a non-brokered private placement of up to 14.3 million common shares at a price of 17.5 cents per share for gross proceeds of up to $2.5-million: This offering is being made under the listed issuer financing exemption (LIFE), allowing issued shares to be freely tradable in Canada. The LIFE offering is expected to close in two to three weeks.
2. Concurrent strategic investment -- a parallel private placement of common shares at a price of 17.5 cents per share by a significant existing strategic investor (see May 31, 2024, press release), who holds participation rights and intends to increase its ownership to up to 19.9 per cent of the company's shares postfinancing: This component could raise up to $3.9-million depending on final allocation (22.2 million common shares, assuming the LIFE offering is fully subscribed) and is expected to close within four to six weeks. Shares issued under this placement will be subject to a statutory four-month-plus-one-day hold period and completion will be subject to customary conditions, including TSX Venture Exchange acceptance and certain foreign regulatory approvals.

The company may elect to increase the size of the LIFE offering based on demand.

Use of proceeds

The net proceeds of the offering will be used to finance engineering, environmental and early-stage permitting activities at the Berg project. These efforts are intended to support the anticipated completion of a preliminary feasibility study and potential entry into the environmental assessment process. Planning for the PFS- and EA-related work streams is continuing, and the scope and timing of these key milestones will be refined as the program evolves and critical technical deliverables, such as the tailings geotechnical investigation, are completed. A portion of the proceeds will also be allocated to general working capital.

LIFE offering details

An offering document related to the LIFE offering is available under the company's SEDAR+ profile and the company's website. Investors should read this document before making an investment decision.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the LIFE offering is being made to purchasers resident in all provinces of Canada (except Quebec), the United States and in certain foreign jurisdictions, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The common shares offered under the LIFE offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

The company may pay certain finders cash fees equal to 6 per cent of the aggregate gross proceeds raised from subscriptions under the LIFE offering arranged by such finders.

About Surge Copper Corp.

Surge Copper is a Canadian company that is advancing an emerging critical metals district in a well-developed region of British Columbia, Canada. The company owns a large, contiguous mineral claim package that hosts multiple advanced porphyry deposits with pit-constrained National Instrument 43-101-compliant resources of copper, molybdenum, gold and silver -- metals that are critical inputs to modern energy infrastructure and electrification technologies.

The company owns a 100-per-cent interest in the Berg project, for which it announced a maiden PEA (preliminary economic assessment) in June, 2023, outlining a large-scale, long-life project with a simple design and high outputs of critical minerals located in a safe jurisdiction near world-class infrastructure. The PEA highlights base case economics, including a net present value (discounted at 8 per cent) of $2.1-billion and an internal rate of return of 20 per cent based on long-term commodity prices of $4 (U.S.) per pound copper, $15 (U.S.) per pound molybdenum, $23 (U.S.) per ounce silver and $1,800 (U.S.) per ounce gold. The Berg deposit contains pit-constrained NI 43-101-compliant resources of copper, molybdenum, silver and gold in the measured, indicated and inferred categories.

The company also owns a 100-per-cent interest in the Ootsa property, an advanced-stage exploration project containing the Seel and Ox porphyry deposits located adjacent to the open-pit Huckleberry copper mine, owned by Imperial Metals. The Ootsa property contains pit-constrained NI 43-101-compliant resources of copper, gold, molybdenum and silver in the measured, indicated and inferred categories.

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