Surge Copper Corp. (TSXV: SURG) (OTCQB: SRGXF) (Frankfurt: G6D2) is pleased to announce that it has closed its previously announced non-brokered private placement, consisting of a total of 19,218,893 common shares at a price of $0.175 per Common Share and 9,433,963 charity flow-through common shares at a price of $0.265 per CFT Share, for aggregate gross proceeds of approximately $5.9 million.

The Offering was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemptions. The Common Shares and CFT Shares issued under the Offering were issued to purchasers resident in Canada (other than the province of Québec) and in other qualifying jurisdictions outside of Canada on a private placement basis pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, and such Common Shares and CFT Shares are not subject to a hold period in Canada in accordance with applicable Canadian securities laws.

The gross proceeds from the CFT Shares issued under the Offering will be used prior to December 31, 2026 for exploration expenditures that will qualify as “Canadian exploration expenses” and “flow-through critical mineral mining expenditures” within the meaning of the Income Tax Act (Canada). The Company will renounce all Qualifying Expenditures in favour of the purchasers of the CFT Shares, effective December 31, 2025.

The net proceeds from the Common Shares issued under the Offering will be used to fund engineering, environmental, and early-stage permitting activities at the Company’s Berg Project, as well as for general working capital purposes. These efforts are intended to support the anticipated completion of a Preliminary Feasibility Study and advancement into the Environmental Assessment process.

In connection with the Offering, the Company paid cash finder’s fees totaling approximately $62,295 to EDE Asset Management Inc., Haywood Securities Inc., Canaccord Genuity Corp., Ventum Financial Corp., and Research Capital Corporation.

Insiders of the Company subscribed for a total of 285,714 Common Shares under the Offering. The participation of insiders in the Offering constitutes a “related party transaction”, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction. 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 Offering 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 Offering, 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 least 21 days before the closing of the Offering because insider participation had not been confirmed until shortly prior to closing of the Offering, and the shorter period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.

Concurrent Strategic Investment Update

As disclosed in the Company’s July 9, 2025 news release, Surge is also undertaking a concurrent private placement of Common Shares to a significant strategic investor who currently holds participation rights and has indicated an intention to increase their ownership to up to 19.9% of the Company’s issued and outstanding shares. The Concurrent Private Placement is expected to raise up to $4.5 million and close in approximately four weeks, subject to customary conditions, including TSX Venture Exchange acceptance and foreign regulatory approvals. Common Shares issued under the Concurrent Private Placement will be subject to a statutory four-month plus one day hold period.

Securities Law Notice

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Surge Copper Corp.

Surge Copper Corp. 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 NI 43-101 compliant resources of copper, molybdenum, gold, and silver – metals which are critical inputs to modern energy infrastructure and electrification technologies.

The Company owns a 100% interest in the Berg Project, for which it announced a maiden PEA 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 an NPV8% of C$2.1 billion and an IRR of 20% based on long-term commodity prices of US$4.00/lb copper, US$15.00/lb molybdenum, US$23.00/oz silver, and US$1,800/oz gold. The Berg deposit contains pit-constrained 43-101 compliant resources of copper, molybdenum, silver, and gold in the Measured, Indicated, and Inferred categories.

The Company also owns a 100% 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.