Superior Copper Completes $3,555,000 Non-Brokered Private Placement of Hard-Dollar Units and Flow-Through Shares
May 07 2014 - 3:20PM
Marketwired
Superior Copper Completes $3,555,000 Non-Brokered Private Placement
of Hard-Dollar Units and Flow-Through Shares
TORONTO, ONTARIO--(Marketwired - May 7, 2014) - Superior Copper
Corporation ("Superior Copper" or "the Company") (TSX-VENTURE:SPC)
is pleased to announce that it has completed the non-brokered
private placement financing announced on April 23, 2014, and
updated on May 4, 2014. A total of 25,175,000 hard-dollar units
("HD Units") were sold at $0.10 per HD Unit, and 10,375,000
flow-through shares ("FT Shares") were sold at $0.10 per FT Share
for aggregate gross proceeds of $3,555,000 (the "Offering").
Each HD Unit is comprised of one common share ("Common Share")
and one-half common share purchase warrant ("HD Warrant"), with
each HD Warrant being exercisable for one common share of the
Corporation at an exercise price of $0.15 until May 7, 2016.
Superior Copper intends to use the proceeds of the Offering for
exploration, property acquisition, and general working capital
purposes. The Company will ensure that the proceeds received from
the amount allocated to the FT Shares sold will be used to incur
expenses which qualify as Canadian Exploration Expenses for
purposes of the Income Tax Act (Canada), and will such
expenses with an effective date of no later than December 31,
2014.
Securities issued pursuant to the Offering will have a statutory
resale restriction of four months and one day.
In connection with the Offering, the Company finder's fees to
qualified arm's length persons, including $15,000 in cash and
215,000 warrants ("Finder's Warrants"). Each Finder's Warrant is
exercisable to purchase one common share of the Corporation at an
exercise price of $0.15 until May 7, 2015.
The participation in the Offering by certain "related parties"
of the Company constitutes a "related party transaction" as such
terms are defined by Multilateral Instrument 61-101 ("MI 61-101").
Related party transactions include purchases by Northfield Capital
Corp. ("Northfield"), a holder of 10% or more of the issued and
outstanding Common Shares (1,000,000 HD Units and 6,000,000 FT
Shares), management of Northfield (3,250,000 HD Units), management
of the Company (1,100,000 HD Units and 125,000 FT Shares), and
individuals who are management of both Northfield and the Company
(250,000 HD Units and 250,000 FT Shares). In total, these related
parties acquired an aggregate total of 5,600,000 HD Units for gross
proceeds of $560,000, and 6,375,000 FT Shares for gross proceeds of
$637,500.
Since both the fair market value of the securities issued to
related parties and the cash consideration to be paid for such
securities does not exceed 25% of Superior Copper's market
capitalization, the sale of securities to such related parties
pursuant to the Offering is exempt from the valuation and minority
shareholder approval requirements of MI 61-101. The participation
by each related party was approved by directors of the Company who
are independent of each such related party.
About Superior Copper Corporation
Superior Copper Corporation is a Canadian-based exploration
company focused on base and precious metal exploration. The
Company's primary objective is to target highly prospective and
underexplored mineral properties, particularly copper, in order to
meet the continual global demand. Its primary land position is its
100%-owned Superior Project, which covers 15,789 hectares or 158
square kilometers, and is located approximately 85 km north of
Sault Ste. Marie, Ontario. Superior Copper's property has the
potential to host an Iron Oxide Copper Gold ("IOCG") deposit. The
Company has identified a large geophysical magnetic high with
coincident gravity anomalies, copper-bearing hematitic breccias, as
well as IOCG-type alteration patterns throughout the property,
which is located on the Proterozoic Mid-continental Rift.
CAUTIONARY STATEMENT: Neither the TSX Venture Exchange
("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: 137,306,284
Superior Copper CorporationJohn TaitPresident and Chief
Executive
Officer416-628-5905jtait@superiorcopper.cawww.superiorcopper.ca
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