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Press release from Marketwire

Superior Copper Announces Closing of $800,000 Best Efforts Non-Brokered Private Placement

Friday, December 28, 2012

Superior Copper Announces Closing of $800,000 Best Efforts Non-Brokered Private Placement17:59 EST Friday, December 28, 2012TORONTO, ONTARIO--(Marketwire - Dec. 28, 2012) -Superior Copper Corporation (TSX VENTURE:SPC) ("Superior Copper" or the "Company") is pleased to announce that has completed the best efforts non-brokered private placement financing announced on December 7, 2012 for gross proceeds of $800,000. A total of 3,700,000 hard dollar units ("HD Units") were sold at a price of $0.10 per HD Unit for gross proceeds of $370,000, and 3,583,333 flow-through units ("FT Units") were sold at a price of $0.12 per FT Unit for gross proceeds of $430,000 (the "Offering"). Each HD Unit consists 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 for a period of 24 months following the closing date of the Offering. Each FT Unit consists of one "flow through" common share (a "Flow Through Share"), and one-half common share purchase warrant (a "FT Warrant"), with each FT Warrant being exercisable for one common share of the Company at an exercise price of $0.20 for a period of 24 months following the closing date of the Offering. Where the closing price of the common shares equals or exceeds a weighted average price of $0.25 (in respect of HD Warrants) and $0.30 (in respect of FT Warrants) for 15 consecutive trading days following the date that is four months and one day after the closing date, the Corporation shall have the right to require conversion of the HD Warrants and FT Warrants, as the case may be, at the exercise price therefore upon 30 days' notice. The proceeds of the Offering will be used for exploration, property acquisition, and general working capital purposes. The Corporation will ensure that the proceeds received from the amount allocated to the Flow-Through Shares forming part of the Flow-Through Units sold will be used to incur expenses which qualify as Canadian Exploration Expenses for purposes of the Income Tax Act (Canada) and will renounce such expenses with an effective date of no later than December 31, 2012. The securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period. Finders were paid a cash commission of $30,660 and were issued 287,000 HD Warrants. The participation in the private placement by certain "related parties" of the Company, namely certain insiders 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 parties acquired a total of 733,333 FT Units of the private placement for gross proceeds of $88,000. The participation by each of the related parties in the private placement was approved by directors of the Company who are independent of such related parties. Superior Copper CorporationSuperior 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 increasing global demand. The Company has two key exploration projects; the Batchawana Copper Project and the Rivière Doré Project in Quebec. CAUTIONARY STATEMENT: 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, 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.comfor further information.Shares Outstanding: 73,673,602FOR FURTHER INFORMATION PLEASE CONTACT: Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. Contact Information: Superior Copper CorporationJudy BakerPresident & CEO416.479.0893 Ext 401jbaker@superiorcopper.cawww.superiorcopper.ca