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African Rainbow Minerals Limited to acquire shares In Surge Copper Corp.
African Rainbow Minerals Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004580/06)
JSE Share code: ARI
ISIN: ZAE000054045
("ARM" or "the Company")
AFRICAN RAINBOW MINERALS LIMITED TO ACQUIRE SHARES IN SURGE COPPER CORP.
ARM announces that it has signed a subscription agreement (the "Subscription Agreement")
pursuant to which ARM agreed to purchase 7,960,000 units ("Units") of Surge Copper Corp.
("Surge") at a price of C$0.50 per Unit for total consideration of C$3,980,000 pursuant to a non-
brokered private placement (the "Private Placement"). Each Unit consists of one common share (a
"Common Share") and one Common Share purchase warrant (a "Warrant") of Surge. Each Warrant
entitles the holder to purchase one additional Common Share at a price of C$1.00 per share for a
period of three years from the date of issuance (subject to acceleration). The Warrants will be subject
to an acceleration provision whereby, if at any time following the closing of the Private Placement
the Common Shares trade at a volume-weighted average price of C$1.50 per share or greater on the
TSX Venture Exchange for a period of 20 consecutive trading days, Surge may provide written notice
to ARM (the "Acceleration Notice") that the expiry date to provide notice of intention to exercise
the Warrants, subject to receiving the required regulatory approvals, will be accelerated to the date
that is 20 days following the date of such Acceleration Notice.
On 18 September 2025, ARM and Surge concluded a strategic private placement in terms of which
ARM purchased 25,781,715 common shares of Surge, at a price of C$0.175 per Common Share for
a total consideration of approximately C$4,511,800.13 increasing its strategic investment to
68,737,482 Common Shares, representing approximately 19.9% of the issued and outstanding
Common Shares on a non-diluted basis.
On 26 February 2026 Surge announced that the first tranche of the Units had been issued by Surge
pursuant to the Private Placement, and as a result, ARM held 68,737,482 Common Shares,
representing approximately 18.2% of the issued and outstanding Common Shares on a non-diluted
basis.
Upon completion of the Private Placement, ARM will own 76,697,482 Common Shares and
7,960,000 Warrants, representing approximately 19.9% of the issued and outstanding Common
Shares on a non-diluted basis and 21.5% on a partially diluted basis. The Warrant certificate will
restrict the exercise of the Warrants thereunder if such exercise would cause ARM's holdings to
exceed 20%.
ARM will acquire the Common Shares and Warrants for investment purposes. ARM may from time
to time acquire additional Common Shares or other securities of Surge or dispose of some or all of
the Common Shares or other securities of Surge that it owns at such time.
Categorisation of the Private Placement
The Private Placement does not constitute a categorised transaction in terms of the Listings
Requirements of the JSE Limited and accordingly this information is disclosed on a voluntary basis.
ENDS
For all queries, please contact:
Thabang Thlaku
Executive: Investor Relations and New Business Development
Thabang.Thlaku@arm.co.za
+27 11 779 1300
Sandton
31 March 2026
Sponsor: Investec Bank Limited
Date: 31-03-2026 05:13:00
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