V.SPC game on.......drills turn in a few weeks............................
Superior Copper closes $3.55-million private placement
Superior Copper Corp (C:SPC)
Shares Issued 137,306,284
Last Close 5/6/2014 $0.13
Wednesday May 07 2014 - News Release
Mr. John Tait reports
SUPERIOR COPPER COMPLETES $3,555,000 NON-BROKERED PRIVATE PLACEMENT OF HARD-DOLLAR UNITS AND FLOW-THROUGH SHARES
Superior Copper Corp. 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 10 cents per HD unit, and 10,375,000 flow-through shares (FT shares) were sold at 10 cents per FT share for aggregate gross proceeds of $3,555,000.
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. |
