June 20, 2023: West Vancouver, BC; – Surge Battery Metals Inc. (the “Company” or “Surge”) (TSXV: NILI, OTC: NILIF, FRA:DJ5C) announces that it has closed the second tranche of its private placement (the “Private Placement”), announced by way of news release on June 1, 2023. The closing of the first tranche of the Private Placement was announced on June 12, 2023.
The first tranche of the Private Placement closed was for 13,400,000 Units and for proceeds of $5,360,000 and represented a strategic investment in the Company by American Lithium Corp. (NASDAQ: AMLI, TSXV: LI).
The closing of the second tranche of the Private Placement today was for a total of 4,500,000 units (the “Units”) and proceeds of $1,800,000.
All Units in the Private Placement were issued at a price of $0.40 per Unit with each Unit being comprised of one common share and one share purchase warrant (the “Warrants”). Each Warrant is exercisable for a period of three years from the date of issuance at a price of $0.55 per share.
Securities comprising the Units in the second tranche, and any shares underlying the Warrants in the second tranche, may not be sold until October 20, 2023 (being four months and a day from their issuance).
The total issuance of Units in the Private Placement for both the first and second tranches in the aggregate was 17,900,000 Units.
No finder’s fees or commissions were paid in connection with the Private Placement.
An insider of the Company participated in the Private Placement for an aggregate total of $40,000 (being 100,000 Units). The participation by an insider is considered a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on 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 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 transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).
The proceeds of the Private Placement will be used for advancement and development of the Company’s existing Nevada North Lithium Project and for general working capital purposes.
Mr. Greg Reimer, Chief Executive Officer, and Director commented “We are pleased to close this second tranche to complete the Private Placement which will assist greatly in funding exploration and development of our Nevada North Lithium Project.”
About the Nevada North Lithium Project
The Company owns a 100% interest in the Nevada North Lithium Project and the first round of drilling identified strongly mineralized lithium bearing clays. The average lithium content within all near surface clay zones intersected in the 2022 drilling program, applying a 1000 ppm cut-off, was 3254 ppm. (Press release March 29, 2023).
On behalf of the Board of Directors
President & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This document may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan” or “planned”, “possible”, “potential”, “forecast”, “intend”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities including lithium and nickel, the accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals including approvals of title and mining rights or licenses and environmental, local community or indigenous community approvals, the reliability of third party information, continued access to mineral properties or infrastructure or water, changes in laws, rules and regulations including in the United States, Nevada or California or any other jurisdiction which may impact upon the Company or its properties or the commercial exploitation of those properties, currency risks including the exchange rate of USD$ for Cdn$ or other currencies, fluctuations in the market for lithium related products, changes in exploration costs and government royalties, export policies or taxes in the United States or any other jurisdiction and other factors or information. The Company’s current plans, expectations, and intentions with respect to development of its business and of its Nevada properties may be impacted by economic uncertainties arising out of any pandemic or by the impact of current financial and other market conditions (including US government subsidies or incentives) on its ability to secure further financing or funding of its Nevada properties. Such statements represent the Company’s current views with respect to future events and are necessarily based upon several assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, environmental (including endangered species, habitat preservation and water related risks) and social risks, contingencies, and uncertainties. Many factors, both known and unknown, could cause results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules, and regulations.