Superior Copper Announces Changes to Management and Board of
Directors and Full Subscription of Private Placement
TORONTO, ONTARIO--(Marketwired - Jan 20, 2014) - Superior Copper
Corporation ("Superior Copper" or "the Company") (TSX-VENTURE:SPC)
announces proposed changes to the directors and senior officers of
Superior Copper. In order to undertake a robust exploration and
drilling program at its Coppercorp Project (Ontario), the Company
has recruited a team with extensive experience in the exploration
sector and in capital markets, with particular expertise in raising
capital for junior mining exploration companies. The proposed
incoming management includes Thomas Pladsen, Brent Peters,
Christopher Irwin, and John D. Harvey, who have agreed to join the
Corporation's board of directors; John Tait, who has agreed to join
as President and CEO; and Michael Leskovec, who has agreed to join
as CFO and Secretary (together, the "Proposed Managers").
Mr. Pladsen has extensive experience in corporate finance,
financial reporting, and management of public and private companies
both inside and outside the resource sector. These positions
included, CFO of Katanga Mining Limited from 2004 to 2006, CFO of
Andina Minerals Inc. from 2005 to 2009, and CFO of Atacama Pacific
Gold Corporation from 2009 to the present, as well as consulting
work for several TSX and TSX-V listed junior mining companies. He
has been a director of Northfield Capital Corporation
("Northfield"), a resource investment company, since 1994, and is
also currently a director of Carrie Arran Resources Inc., EPM
Mining Ventures Inc., KWG Resources Inc., and White Pine Resources
Inc. Mr. Pladsen holds a BBA from Wilfrid Laurier University, and
was admitted to the Institute of Chartered Accountants of Ontario
in 1985.
Mr. Peters is a finance executive with over 15 years of
experience in the mineral exploration business. Since 1996, Mr.
Peters has been the Vice President, Finance of Northfield. Also he
is currently a director of Carrie Arran Resources Inc. From 2003 to
2008, Mr. Peters was also the CFO of Gold Eagle Mines Ltd. (prior
Southern Star Resources Ltd.) which was purchased by Goldcorp Inc.
for $1.5 billion in 2008. In the past he has also served as an
officer and/or director of Geoglobal Resources Inc., INV Metals
Inc., and Aranka Gold Inc. Mr. Peters has a BBA from Brock
University in Ontario, Canada.
Mr. Irwin practices securities and corporate/commercial law and
has been the managing partner of Irwin Lowy LLP since January 2010,
prior thereto he was the President of Irwin Professional
Corporation from August 2006. Mr. Irwin advises a number of public
companies, board of directors and independent committees on a
variety of issues. Mr. Irwin is a director and/or officer of a
number of public companies, including Laramide Resources Ltd.,
Roscan Minerals Corp., and Canada Lithium Corp. Mr. Irwin recently
served as a director of Trelawney Mining and Exploration Inc.
Mr. Harvey holds a Bachelor of Science from University of New
Brunswick, and received his P.Eng designation in 1964. Mr. Harvey
has been active in the mining industry since 1960, and runs his own
geological consulting firm. He is currently a director of Canadian
Orebodies Inc., and a director and officer of Bold Ventures Inc. He
has served as director of Eagle Hill Exploration Corp., worked as
VP Exploration for United Carina Resources Corp., Prospectors
Alliance Corp., Western Copper Holdings Limited and Prime Equities
Inc. Mr. Harvey was Sr. VP of Exploration for Noranda Inc. from
1982 to 1994 and was more recently COO of Noront Resources Ltd.
Mr. Tait brings significant experience in executive and director
positions with public mineral exploration companies to Superior
Copper. Mr. Tait is also the President and CEO of White Pine
Resources Inc.. He has served as COO of VG Gold Corp., as a
director of Nighthawk Gold Corp., and as director and President of
Southern Star Resources Inc., which merged with Exall Resources to
form Gold Eagle Mines Ltd. Gold Eagle Mines Ltd. was purchased by
Goldcorp Inc. for $1.5 billion in 2008. Prior to joining Southern
Star Resources Inc., Mr. Tait acted as Secretary of Orcana
Resources Limited from 1992 to 1997. Mr. Tait has over 20 years of
experience in the mining exploration business.
Mr. Leskovec is a Chartered Professional Accountant with over 13
years of financial experience within public practice and the mining
industry. Mr. Leskovec holds an Honours BAcc from Brock University
in Ontario, Canada. He is also the CFO of Nighthawk Gold Corp.,
White Pine Resources Inc., and Carrie Arran Resources Inc., and is
the Financial Control Officer of Northfield, all of which are
listed on the TSX-V. Mr. Leskovec previously served as an Officer
and Controller of Gold Eagle Mines Ltd. from May 2007 to September
2008, and served as an Officer and Controller of Andina Minerals
Inc. from October 2008 to May 2010. Previous to this, Mr. Leskovec
was an Audit and Assurance Manager at Smith Nixon LLP, where he
managed audit engagements of publicly listed corporations traded on
the Toronto Stock Exchange and the TSX-V.
In connection with the proposed management changes, Judy Baker
will resign as CEO and director, and Bruce Staines, Roger Moss,
Marcus Arnold, and Paul Millar will resign as directors. Brian
Howlett will resign as President and CFO, and will continue as a
director. These proposed changes constitute a "Change of
Management" as defined in TSX-V policies, and are subject to
approval by the TSX-V and by the Company's shareholders. The
Company will seek shareholder approval by way of a written consent.
Approval will be obtained if holders of a majority of the common
shares of the Company, exclusive of the shares held by Northfield,
which currently holds 3,703,000 shares and which is related to
certain Proposed Managers as noted below.
Superior Copper also announces that the private placement of
units ("Units") for gross proceeds of $1,00,000 (the "Offering")
previously announced on December 17, 2013, is fully subscribed.
Each Unit consists of one common share ("Share") and one Share
purchase warrant ("Warrant"). Each Warrant entitles the holder to
purchase one Share for $0.06 for a period of 24 months following
closing of the Offering. Closing is expected after the shareholder
approvals described in this press release are obtained.
Pursuant to the Offering, Northfield will acquire a total of
7,000,000 Units. Mr. Robert Cudney, a controlling shareholder of
Northfield will acquire 1,000,000 Units. Mr. Cudney is a director
and a controlling shareholder of Northfield, and consequently, the
securities owned Northfield and Mr. Cudney are under common
direction and control. When added to their existing holdings,
Northfield and Mr. Cudney will together own 11.5% of the issued and
outstanding Shares on an undiluted basis and up to 18.4% on a
partially diluted basis. Certain Proposed Managers are also
directors or officers of Northfield, and will also be subscribing
to the Offering. Messrs. Peters, Pladsen, and Leskovec are all
directors or senior officers of Northfield, and will acquire an
aggregate total of 1,700,000 Units, representing 1.7% (undiluted)
and 3.29% (partially-diluted) of the outstanding shares of Superior
Copper after closing. The Change of Management and the closing of
the Offering would together represent a "Change of Control" as
defined in TSX-V policies, and are subject to approval by the TSX-V
and by the Company's shareholders.
Neither Superior Copper nor any of the existing management have
entered into any agreement or understanding, either formal or
informal, to grant Northfield a right to appoint or nominate
directors or senior officers of Superior Copper. Neither Northfield
nor any person related to Northfield has been given any special
rights pursuant to or in connection with the Offering, and each has
subscribed to the Offering on the same terms and conditions as all
of the other subscribers thereto.
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,
statements regarding the future plans and objectives of Superior
Copper, and the Company's financial condition and prospects, could
differ materially from those currently anticipated in such
statements for many reasons such as: receipt of shareholder
approval for the Change of Management and Change of Control,
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: 80,406,284
Superior Copper CorporationMr. Brian HowlettPresident and Chief
Financial Officer(416) 214-2275 or Cell: (647)
227-3035bhowlett@superiorcopper.cawww.superiorcopper.ca
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