IAMGold to acquire Northern Superior in C$375M transaction

Northern Superior Resources entered into a definitive arrangement agreement with IAMGOLD (IAG) pursuant to which IAMGOLD will acquire all of the issued and outstanding common shares of Northern Superior in exchange for cash and common shares of IAMGOLD pursuant to a court approved plan of arrangement under the Business Corporations Act. Under the Acquisition, each Northern Superior Share would be exchanged for 0.0991 of an IAMGOLD Share and C$0.19 in cash for an aggregate value of C$2.05 per Northern Superior Share, representing total consideration of approximately C$375 million based on the closing price of the IAMGOLD Shares on the Toronto Stock Exchange on October 17. In addition to the Acquisition, all common shares of ONGold Resources held by Northern Superior will be distributed to the Northern Superior shareholders on a pro rata basis immediately prior to the closing of the Acquisition. The consideration under the Acquisition, excluding the value of the ONGold Shares, represents a premium of 45% based on the last closing price of the Northern Superior Shares on the TSX Venture Exchange and the IAMGOLD Shares on the TSX. The Acquisition and the ONGold Distribution will be completed pursuant to a plan of arrangement under the BCBCA. Under the Acquisition, each Northern Superior Share would be exchanged for 0.0991 of an IAMGOLD Share and C$0.19 in cash. In addition, under the ONGold Distribution, Northern Superior shareholders will receive a pro rata distribution of the ONGold Shares based on the number of Northern Superior Shares outstanding immediately prior to closing the Acquisition. The Transaction will require approval by 66 2/3% of the votes cast by shareholders of Northern Superior at a special meeting of shareholders of Northern Superior expected to be held in December 2025 and a majority of the votes cast at such meeting, excluding the votes cast by certain directors and members of management of the Company. The directors and members of senior management of Northern Superior, collectively representing approximately 23% of the issued and outstanding Northern Superior Shares, have entered into voting and support agreements with IAMGOLD pursuant to which they agreed to vote their shares in favour of the Transaction. In addition to shareholder and court approvals, the Transaction is subject to the satisfaction of closing conditions customary for a transaction of this nature. The Agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposals. Additionally, a break fee in the amount of C$12 million is payable to IAMGOLD by Northern Superior in certain circumstances if the Transaction is not completed. Pursuant to the Agreement, all outstanding Northern Superior options which remain unexercised at the effective time of the Transaction will be automatically exercised on a cashless basis for the “in-the-money” value of such options in Northern Superior Shares which will participate in the Transaction, and all outstanding restricted stock units and deferred stock units will be exchanged for 0.0991 of an IAMGOLD Share and C$0.19 in cash. Full details of the Transaction will be included in the meeting materials which are expected to be mailed to the Northern Superior shareholders in the coming weeks. Subject to the satisfaction or waiver of all closing conditions, the Transaction is expected to close in December 2025 or January 2026. In connection with and subject to closing the Transaction, it is expected that the Northern Superior Shares will be delisted from the TSXV and that the Company will cease to be a reporting issuer under applicable Canadian securities laws.