|By Marketwired .||
|January 20, 2014 02:01 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 01/20/14 -- 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 Riviere Dore Project in Quebec.
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