Northern Superior Announces Acquisition by Iamgold to Create the Nelligan Mining Complex in Chibougamau

Executive Summary

• Northern Superior Resources Inc. entered into a definitive arrangement agreement with IAMGOLD Corporation under which IAMGOLD will acquire all outstanding Northern Superior shares for cash and IAMGOLD common shares (≈ C$375 million total consideration).
• Shareholders will receive a pro‑rata distribution of ONGold Resources Ltd. shares (48.5% stake, ≈ C$30 million value) immediately prior to closing.
• The transaction is subject to shareholder approval (66 ⅔% required), court sanction and customary closing conditions; expected close in Dec 2025–Jan 2026, after which Northern Superior will be delisted from the TSXV.

Key Details

• Consideration per Northern Superior share: 0.0991 IAMGOLD Share + C$0.19 cash (aggregate C$2.05).
• Total transaction value: ~C$375 million based on IAMGOLD share price of Oct 17 2025.
• Premium to market: Approximately 45% over the last closing price and 27% over the 20‑day VWAP of Northern Superior shares (excluding ONGold distribution).
• ONGold Distribution: Pro‑rata allocation of Northern Superior’s 48.5% equity in ONGold Resources Ltd., valued at ~C$30 million (≈ 35.7 M ONGold shares).
• Shareholder approval required: Minimum 66 ⅔% of votes cast at a special meeting expected Dec 2025; directors/senior management (~23% of shares) have entered voting agreements supporting the deal.
• Break fee: C$12 million payable to IAMGOLD if the transaction fails under certain circumstances.
• Option and RSU treatment: All outstanding Northern Superior options will be automatically exercised cashlessly for in‑the‑money value; restricted and deferred stock units will convert to 0.0991 IAMGOLD Share + C$0.19 cash per share.
• Fairness opinions: Provided by Cormark Securities Inc. (lead advisor) and Beacon Securities Limited (independent financial advisor).
• Advisors & Counsel: Lead financial advisor – Cormark Securities; co‑advisor – Canaccord Genuity Corp.; legal counsel – Davies Ward Phillips & Vineberg LLP.
• Closing conditions: Court approval of the plan of arrangement, shareholder approvals, customary closing conditions, and satisfaction/waiver of any other required consents.
• Post‑closing expectations: Northern Superior shares to be delisted; company will cease reporting under Canadian securities laws.

Notable Quotes

“Today's announcement marks the culmination of a shared vision between Northern Superior and IAMGOLD… I am immensely proud of our team…” – Simon Marcotte, President & CEO, Northern Superior.

“The addition of Northern Superior's assets to IAMGOLD’s Nelligan Mining Complex is extremely exciting… aligns with our strategy to become a leading Canadian‑focused mid‑tier gold producer.” – Renaud Adams, President & CEO, IAMGOLD.