Surge Copper Corp. — Capital/Financing Update 2020

Oct 28, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Surge Copper Corp. #888 – 700 West Georgia Street Vancouver, B.C. V7Y 1G5 Telephone: 604-718-5454 Facsimile: 604-662-3791

Item 2: Date of Material Change

October 28, 2020

Item 3: News Release

The news release was disseminated on October 28, 2020 through Canada Newswire and filed on SEDAR.

Item 4: Summary of Material Change

SURGE COPPER CLOSES $6,000,000 NON-BROKERED FLOW-THROUGH PRIVATE PLACEMENT

Item 5: Full Description of Material Change

See attached Schedule A

Item 6: Reliance on subsection 71(2) of National Instrument 51-102

N/A

Item 7: Omitted Information

N/A

Item 8: Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Shane Ebert President & CEO Telephone: 604-718-5454

Item 9: Date of Report

October 28, 2020

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SCHEDULE A
S U R G E
C O P P E R C O R P
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SURGE COPPER CLOSES $6,000,000 NON-BROKERED FLOW-THROUGH PRIVATE PLACEMENT

October 28, 2020 , Vancouver, British Columbia – Surge Copper Corp. (the “Company” or “Surge Copper”) (TSX-V:SURG), announces it has closed the non-brokered flow-through private placement announced September 29, 2020 and October 2, 2020. The private placement consisted of 40,000,000 flow-through units priced at C$0.15 for gross flow through proceeds of C$6,000,000 (the “FT Units”). Each FT Unit consists of one flow-through share and one share purchase warrant entitling the holder to purchase an additional non-flow-through common share at a price of C$0.17 for a period of three years.

The gross proceeds from the flow-through unit offering will be used to incur ‘Canadian exploration expenses’ that will qualify as ‘flow through mining expenditures’ as those terms are defined in the Income Tax Act which will be renounced to the initial purchasers of the flow through shares. The net proceeds of the Offering will be used to expedite and expand drilling at the Ootsa Property and to identify and advance new exploration opportunities.

Exercise of Warrants

The Company is pleased to announce that 7,066,166 previously issued share purchase warrants have recently been exercised resulting in gross proceeds to the Company of $1,085,992.

Dr. Shane Ebert, CEO of the Company commented “The completion of this financing and the recent exercise of warrants has Surge well-funded with over $7.6 million in the treasury. This funding along with backing and strong support from a new group of well-respected shareholders has the Company well positioned to advance an aggressive exploration and acquisition busines plan. A drill program at the Company’s Ootsa project is underway and the Company is fully funded to carry out ongoing exploration activities through 2021”.

About Surge Copper Corp.

The Company owns a 100% interest in the Ootsa Property, an advanced stage exploration project containing the East Seel, West Seel and Ox porphyry deposits located adjacent to the open pit Huckleberry Copper Mine. The property contains NI 43-101 compliant resources of 224 million tonnes in the Measured and Indicated categories with contained metals of 1.1 billion pounds of copper, 1 million ounces of gold, and 20 million ounces of silver as summarized in the table below.

On February 9, 2016, the Company announced a positive Preliminary Economic Assessment (PEA) for the Ootsa Property with potential for low capital cost, low risk and rapid pay back utilizing existing infrastructure in the district with a contract mining and toll milling scenario.

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The Company currently has no agreement in place to access the existing mining and milling infrastructure in the district.

Ootsa Project Pit Constrained Mineral Resource Estimate at $8.50/t NSR Cut-off Value

Category	Tonnes (‘000’s)	CuEq1 %	Cu %	Au g/t	Mo %	Ag g/t	Cu M lbs	Au K oz	Mo M lbs	Ag K oz
Measured Indicated	187,148 37,041	0.45 0.23 0.15 0.021 2.8 0.42 0.21 0.12 0.023 2.8					934 916 85 17,089 175 146 19 3,368
M&I	224,189	0.44 0.22 0.15 0.021 2.8					1,109 1,062 104 20,457

The current technical report supporting the resource statement and PEA is available on SEDAR or the Company’s website at www.surgecopper.com and has an effective date of January 2016. The resource estimate uses an $8.50 per tonne NSR cut-off value. Mineral resources are not mineral reserves and by definition do not demonstrate economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserves. A ‘Measured Mineral Resource’ is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit.[1] Copper Equivalent (CuEq) calculations have been calculated by Surge management using long term consensus metal prices of US $3/lb Cu, $1700 oz Au, $22 oz Ag, $10 lb Mo, and assume 100% recovery with no provision for treatment or refining costs.

Dr. Shane Ebert P.Geo., is the Qualified Person for the Ootsa project as defined by National Instrument 43-101 and has approved the technical disclosure contained in this news release.

ON BEHALF OF THE BOARD OF DIRECTORS

“Shane Ebert” President and Chief Executive Officer

For Further information, please contact: Telephone: 604-718-5454 Toll Free: 888-500-4587 info@surgecopper.com http://www.surgecopper.com

Or Don Mosher Corporate Development Telephone: 604-685-6465 don@surgecopper.com

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 News Release contains forward-looking statements, which relate to future events. In some cases, you can identify forward-looking statements by terminology such as "will", "may", "should", "expects", "plans", or "anticipates" or the negative of these terms or other comparable terminology. These statements are only predictions

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and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking-statements. Such uncertainties and risks may include, among others, actual results of the Company's exploration activities being different than those expected by management, delays in obtaining or failure to obtain required government or other regulatory approvals or financing, inability to procure equipment and supplies in sufficient quantities and on a timely basis, equipment breakdown and bad weather. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect the Company's current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggests herein. Except as required by applicable law, the Company does not intend to update any forward-looking statements to conform these statements to actual results.

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