Superior Copper Obtains Disinterested Shareholder Consent to Change of Control & Management Changes, & Closes $1.0 Million No...
January 24 2014 - 2:52PM
Marketwired
Superior Copper Obtains Disinterested Shareholder Consent to Change
of Control and Management Changes, and Closes $1.0 Million
Non-Brokered Private Placement
TORONTO, ONTARIO--(Marketwired - Jan 24, 2014) - Superior Copper
Corporation ("Superior Copper" or "the Company") (TSX-VENTURE:SPC)
is pleased to announce that it has obtained the consent in writing
of a majority of its disinterested shareholders for the Change of
Control and Change of Management previously announced in a press
release of the Company dated January 20, 2014, and has completed
the non-brokered private placement financing announced on December
17, 2013. A total of 20,000,000 units ("Units") were sold at a
price of $0.05 per Unit for gross proceeds of $1,000,000. (the
"Offering").
Each Unit is comprised of one common share and one common share
purchase warrant ("Warrant"), with each Warrant being exercisable
for one common share of the Company at an exercise price of $0.06
until January 24, 2016. In connection with the Offering, 1,200,000
Units were issued as finder's fees to an eligible finder.
The proceeds of the Offering will be used to fund the repayment
of a promissory note, which Superior Copper used for bridge loan
financing to acquire its former joint venture partner's interest in
its flagship Coppercorp Project, as well as for exploration,
property acquisition, and general working capital purposes.
Securities issued pursuant to the private placement will have a
statutory resale restriction of four months and one day. The
Offering is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals, including the
approval of the TSX Venture Exchange ("TSX-V").
Superior Copper is also pleased to announce the appointment of
Tom Pladsen, Brent Peters, Christopher Irwin, and John Harvey to
the board of directors, effective immediately. Superior Copper also
announces the appointment of John Tait as President and CEO,
effective immediately, and Michael Leskovec as Secretary and CFO,
effective February 1, 2014.
Superior Copper also announces the resignations of Judy Baker as
director and CEO, and of Bruce Staines, Roger Moss, Marcus Arnold,
and Paul Millar from the board of directors, effective immediately.
Brian Howlett has resigned as President, effective immediately, and
will resign as CFO, effective February 1, 2014. Mr. Howlett will
continue as a director. Superior Copper would like to thank Ms.
Baker, Mr. Staines, Mr. Arnold, Mr. Millar, and Mr. Moss for their
contributions to Superior Copper during their respective tenures,
and in particular, for assembling the Company's exploration
projects. We wish them well in their future endeavours.
The participation in the Offering by a "related party" of the
Company, namely a director and officer of the Company, constitutes
a "related party transaction" as such terms are defined by
Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"),
requiring the Company, in the absence of exemptions, to obtain a
formal valuation for, and minority shareholder approval of, the
"related party transaction". The Company is relying on the
exemptions from the formal valuation and minority approval
requirements of MI 61-101 pursuant to which a formal valuation and
minority approval are not required in the event that at the time
the transaction is agreed to, neither the fair market value of the
subject matter of, nor the fair market value of the consideration
for, the transaction, insofar as it involves interested parties,
exceeds 25 per cent of the Company's market capitalization. The
related party acquired a total of 500,000 Units of the private
placement for gross proceeds of $25,000. The participation by the
related party in the Offering was approved by directors of the
Company who are independent of the related party.
Superior Copper Corporation
Superior Copper Corporation is a Canadian-based exploration
company focused on base and precious metal exploration. Superior
Copper's primary objective is to target highly prospective and
underexplored mineral properties, particularly copper, in order to
meet the increasing global demand. Superior Copper has two focal
exploration projects; the Coppercorp Project in Ontario that
includes the past producing Coppercorp Mine, and the Rivière Doré
Project in Québec.
CAUTIONARY STATEMENT: Neither TSX-V nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this
release. This News Release includes certain "forward-looking
statements". These statements are based on information currently
available to the Company and the Company provides no assurance that
actual results will meet management's expectations. Forward-looking
statements include estimates and statements that describe the
Company's future plans, objectives or goals, including words to the
effect that the Company or management expects a stated condition or
result to occur. Forward-looking statements may be identified by
such terms as "believes", "anticipates", "expects", "estimates",
"may", "could", "would", "will", or "plan". Since forward-looking
statements are based on assumptions and address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results relating to, among other things, use
of proceeds from the Offering, results of exploration, project
development, reclamation and capital costs of the Company's mineral
properties, and the Company's financial condition and prospects,
could differ materially from those currently anticipated in such
statements for many reasons such as: changes in general economic
conditions and conditions in the financial markets; changes in
demand and prices for minerals; litigation, legislative,
environmental and other judicial, regulatory, political and
competitive developments; technological and operational
difficulties encountered in connection with the activities of the
Company; and other matters discussed in this news release. This
list is not exhaustive of the factors that may affect any of the
Company's forward-looking statements. These and other factors
should be considered carefully and readers should not place undue
reliance on the Company's forward-looking statements. The Company
does not undertake to update any forward-looking statement that may
be made from time to time by the Company or on its behalf, except
in accordance with applicable securities laws. Please see our
public filings at www.sedar.com for further
information.
Shares Outstanding: 101,606,284
Superior Copper Corp.John TaitPresident and Chief Executive
Officer416-628-5905jtait@superiorcopper.cawww.superiorcopper.ca
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