The transaction is subject to TSX Venture Exchange approvalPursuant to TSXV Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), the Option Agreement constitutes a "related party transaction" due to the fact that the President and CEO of LiCo is also a director of Surge. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction did not exceed 25% of the Company's market capitalization. The disinterested members of the board of directors have unanimously approved the transaction and have determined that the purchase price of the transaction is fair to the Company and its shareholders based on the Companys previous positive drilling programs on the properties, two unsolicited expressions of interest from arms length parties, combined with the purchase price that the Company previously paid to acquire the properties. The transaction is subject to TSX Venture Exchange ("Exchange") approval.