Northern Superior Announces Approval of Arrangement Resolution

Rhea-AI Summary

Northern Superior Resources (OTCQB:NSUPF) announced that shareholders approved a statutory plan of arrangement to be acquired by IAMGOLD (NYSE:IAG, TSX:IMG). The consideration is 0.0991 IAMGOLD share plus $0.19 cash for each Northern Superior share and includes the distribution of all ONGOLD shares held by Northern Superior to its shareholders.

The Arrangement Resolution passed with 90,766,183 votes (99.03%) in favour (or 82,959,376 votes; 98.94% excluding shares required to be excluded under MI 61-101). Northern Superior will apply for a final court order on December 15, 2025; subject to court approval and customary closing conditions, closing is expected in the following days.

Positive

• Shareholder approval: 90,766,183 votes (99.03%) in favour
• Deal consideration: 0.0991 IAMGOLD share + $0.19 cash per Northern Superior share
• Court hearing scheduled for December 15, 2025 with closing expected days later

Negative

• Closing not final: transaction contingent on Supreme Court approval and customary conditions
• MI 61-101 exclusions reduced the counted favourable votes to 82,959,376 (98.94%)

TORONTO, ON / ACCESS Newswire / December 10, 2025 / Northern Superior Resources Inc. ("Northern Superior" or the "Company") (TSXV:SUP)(OTCQB:NSUPF)(GR:D9M1) is pleased to announce the approval by the shareholders of the Company (the "Shareholders") at the special meeting of Shareholders (the "Meeting") held earlier today of the previously announced statutory plan of arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia).

The purpose of the Arrangement is to effect, among other things, (i) the acquisition of all of the issued and outstanding common shares of the Company (the "Company Shares") by IAMGOLD Corporation ("IAMGOLD") (NYSE: IAG) (TSX: IMG) in exchange for a combination of 0.0991 of a common share of IAMGOLD and $0.19 in cash for each Company Share, and (ii) the distribution of all the common shares of ONGold Resources Ltd. ("ONGold") currently held directly or indirectly by the Company to the Shareholders, all in accordance with the terms of the arrangement agreement dated October 19, 2025 between the Company and IAMGOLD (the "Agreement").

90,766,183 votes, or 99.03% of the votes cast by Shareholders present or represented by proxy at the Meeting were cast in favour of the special resolution approving the Arrangement (the "Arrangement Resolution") (82,959,376 votes, or 98.94% of the votes cast in favour of the Arrangement Resolution, excluding Company Shares required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")). The Arrangement Resolution was required to be passed by (i) at least two-thirds of the votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting, excluding Company Shares required to be excluded pursuant to MI 61-101.

Northern Superior will present its application for a final order to the Supreme Court of British Columbia (the "Court") on December 15, 2025. Subject to the Court's approval and certain customary closing conditions, closing is currently expected to occur in the following days.

About Northern Superior Resources Inc.

Northern Superior is a gold exploration company focused on the Chibougamau Camp in Québec, Canada. The Company has consolidated the largest land package in the region, with total landholdings currently exceeding 70,000 hectares. The main properties include Philibert, Hazeur (adjacent to Philibert), Lac Surprise (adjacent to Nelligan), Chevrier, Croteau, Monster Lake East, and Monster Lake West. Northern Superior also owns 48.5% of ONGold which is advancing promising exploration assets in Northern Ontario and Manitoba, including the district scale TPK Project and Monument Bay; Agnico Eagle Mines Limited owns 13% of ONGold.

Northern Superior is a reporting issuer in British Columbia, Alberta, Ontario and Québec, and trades on the TSX Venture Exchange under the symbol SUP and the OTCQB Venture Market under the symbol NSUPF. For further information, please refer to the Company's website at www.nsuperior.com or the Company's profile on SEDAR+ at www.sedarplus.ca.

About IAMGOLD

IAMGOLD is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa, including Côté Gold (Canada), Westwood (Canada) and Essakane (Burkina Faso). The Côté Gold Mine achieved full nameplate in June 2025 and has the potential to be among the largest gold mines in Canada. IAMGOLD operates Côté in partnership with Sumitomo Metal Mining Co. Ltd. In addition, IAMGOLD has an established portfolio of early stage and advanced exploration projects within high potential mining districts. IAMGOLD employs approximately 3,700 people and is committed to maintaining its culture of accountable mining through high standards of Environmental, Social and Governance practices. IAMGOLD is listed on the New York Stock Exchange (NYSE: IAG) and the Toronto Stock Exchange (TSX: IMG).

Northern Superior Resources Inc. on Behalf of the Board of Directors

Simon Marcotte, CFA, President and Chief Executive Officer

Contact Information

Katrina Damouni
Director - Corporate Development
Tel: +44 7795 128583 (Mobile/WhatsApp)
info@nsuperior.com

Forward-Looking Information

This release contains certain "forward-looking information" as within the meaning of applicable Canadian securities laws. Forward-looking information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements relate to future events or future performance and reflect the Company's expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to statements relating to the Arrangement, the ability to complete the Arrangement and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the Arrangement, the receipt of Court approval and other customary closing conditions, and other statements that are not historical facts. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, risks related to failure to receive the required Court, stock exchange and other consents and approvals to effect the Arrangement and the possibility that the Agreement could be terminated under certain circumstances.

Forward-looking information are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.

The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on the information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

The TSX Venture Exchange has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this news release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Northern Superior Resources Inc.

View the original press release on ACCESS Newswire

FAQ

What did Northern Superior (NSUPF) shareholders approve on December 10, 2025?

Shareholders approved a statutory plan of arrangement for acquisition by IAMGOLD and distribution of ONGOLD shares.

What is the IAMGOLD offer per Northern Superior share in the NSUPF deal?

The consideration is 0.0991 IAMGOLD share plus $0.19 cash for each Northern Superior share.

When will the Northern Superior (NSUPF) transaction be finalized?

Northern Superior will seek a final court order on December 15, 2025; closing is expected in the days following court approval.

How decisive was the shareholder vote for the NSUPF arrangement resolution?

The resolution passed with 90,766,183 votes (99.03%) in favour (98.94% when excluding MI 61-101 required exclusions).

Will Northern Superior shareholders receive ONGOLD shares under the arrangement?

Yes. All ONGOLD shares held by Northern Superior will be distributed to Northern Superior shareholders as part of the arrangement.

What are the remaining conditions before NSUPF closing with IAMGOLD?

The deal is subject to a final Supreme Court of British Columbia order and customary closing conditions.