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IAMGOLD Shareholders Approve Acquisition of Northern Superior, Deal Now Awaiting Final Court Approval

2025-12-11 06:35

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.

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