Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Northern Superior Resources Inc. Proxy Solicitation & Information Statement 2025

Nov 17, 2025

43608_rns_2025-11-17_c2e8afb0-344e-4685-9dee-769969626cae.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

NORTHERN SUPERIOR RESOURCES INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on December 10, 2025

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders (the "Shareholders") of the common shares (the "Company Shares") of Northern Superior Resources Inc. (the "Company") will be held as a virtual-only meeting conducted by live audio webcast at https://meetnow.global/MQCL9KL on December 10, 2025, at 10:00 a.m. (Pacific time) for the following purposes:

  • to consider, pursuant to an interim order of the Supreme Court of British Columbia dated November 10, 2025, (the "Interim Order") and if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix B to the accompanying management information circular (the "Circular") of the Company dated November 10, 2025, to approve a statutory plan of arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Plan of Arrangement"), the purpose of which is to effect, among other things, (i) the acquisition of all of the issued and outstanding Company Shares by IAMGOLD Corporation (the "Purchaser") in exchange for a combination of 0.0991 of a common share of the Purchaser and $0.19 in cash for each Company Share, and (ii) the distribution of all the common shares of ONGold Resources Ltd. 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 the Purchaser (as amended, supplemented or otherwise modified from time to time), each as more particularly described in the Circular; and

  • to transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

To become effective, the Arrangement Resolution (as defined in the accompanying Circular) must be approved by: (a) at least two-thirds of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, excluding for this purpose certain directors and members of management of the Company required to be excluded pursuant to section 8.1(2) of MI 61-101.

Specific details of the matters proposed to be put before the Meeting are set forth in the Circular which accompanies and is deemed to form part of this notice of special meeting of Shareholders (this "Notice of Meeting"). The board of directors of the Company (the "Board of Directors") unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

To provide Shareholders with an equal opportunity to attend and participate at the Meeting, regardless of their geographic location or the particular constraints or circumstances that they may face, the Meeting will be held in a virtual-only format conducted by live audio webcast at https://meetnow.global/MQCL9KL. Shareholders will not be able to attend the Meeting in person. Online access to the Meeting will begin up to 60 minutes prior to the start of the meeting on December 10, 2025.

Shareholders are entitled to vote at the Meeting either virtually or by proxy, with each Company Share entitling the holder thereof to one vote at the Meeting. The Board of Directors has fixed October 31, 2025 as the record date for determining Shareholders who are entitled to receive notice of and vote at the Meeting. Only Shareholders whose names have been entered in the register of the Company as at the close of business (Pacific time) on such date will be entitled to receive notice of and vote at the Meeting.


Your vote is important regardless of how many Company Shares you own. Whether or not you are able to virtually attend the Meeting, Shareholders are urged to vote as soon as possible electronically, by telephone, internet, facsimile or in writing, by following the instructions set out on the form of proxy or voting instruction form, as applicable, which accompanies this Notice of Meeting. Proxies must be received by the Company's transfer agent, Computershare Investor Services Inc. (the "Transfer Agent"), at Attention: Proxy Department, 320 Bay Street, 14th Floor, Toronto Ontario, M5H 4A6, facsimile: (416) 263-9524 or 1-866-249-7775, no later than 10:00 a.m. (Pacific time) on December 8, 2025 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed). The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

If you hold your Company Shares through a broker, investment dealer, bank, trust company or other intermediary (an "Intermediary") and received a voting instruction form from your Intermediary, Broadridge Financial Solutions Inc. ("Broadridge") or the Transfer Agent, you should follow the instructions in the voting instruction form to ensure your vote is counted at the Meeting. Your Intermediary may have an earlier deadline by which to receive your voting instructions than the proxy voting cut-off time of 10:00 a.m. (Pacific time) on December 8, 2025 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed).

The voting rights attached to the Company Shares represented by a proxy in the enclosed form of proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Company Shares will be voted FOR the Arrangement Resolution.

A registered Shareholder who has submitted a proxy may revoke such proxy: (a) by completing and signing a proxy bearing a later date and depositing it with the Transfer Agent in accordance with the instructions set out above, (b) by depositing an instrument in writing executed by the registered Shareholder or by such Shareholder's personal representative authorized in writing (i) at the office of the Transfer Agent no later than 10:00 a.m. (Pacific time) on December 8, 2025 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed), (ii) with the scrutineers of the Meeting, addressed to the attention of the Chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting, or where the Meeting has been adjourned or postponed, prior to the commencement of the reconvened or postponed Meeting on the day of such reconvened or postponed Meeting, or (c) in any other manner permitted by law. In addition, if you are a registered Shareholder, once you log in to the Meeting and you accept the terms and conditions, you may (but are not obliged to) revoke any and all previously submitted proxies by voting by poll on the matters put forth at the Meeting. If you attend the Meeting but do not vote by poll, your previously submitted proxy will remain valid.

A non-registered Shareholder who has given voting instructions in accordance with the voting instruction form may revoke such voting instructions by following the instructions on the voting instruction form. However, if the non-registered Shareholder is designated as an objecting beneficial owner (an "Objecting Beneficial Owner"), the Intermediary or Broadridge from whom such Shareholder received the voting instruction form may be unable to take any action on the revocation if such revocation is not provided sufficiently in advance of the Meeting or any adjournment or postponement thereof.

Registered Shareholders and duly appointed proxyholders, including non-registered Shareholders who have duly appointed themselves as proxyholders and registered their appointment with the Transfer Agent as described in the accompanying Circular, will be able to attend, ask questions and vote at the virtual Meeting.

Pursuant to the Interim Order, registered Shareholders have been granted the right to dissent in respect of the Arrangement and, if the Arrangement becomes effective, to be paid an amount equal to the fair value of their Company Shares. This dissent right, and the procedures for its exercise, are described in the accompanying Circular under "Information Concerning the Meeting – Dissent Rights of Shareholders". Failure to comply strictly with the dissent procedures described in the Circular will result in the loss or


unavailability of any right to dissent. Persons who are non-registered Shareholders and beneficially own Company Shares registered in the name of an Intermediary who wish to dissent should be aware that only registered Shareholders are entitled to dissent. Accordingly, a non-registered Shareholder desiring to exercise this right must make arrangements for the Company Shares beneficially owned by such Shareholder to be registered in the Shareholder's name prior to the record date for the Meeting and remain a registered Shareholder through the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Company Shares to exercise such right to dissent on the Shareholder's behalf. It is strongly suggested that any Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, the Final Order and any other order of the Court, may result in the forfeiture of such Shareholder's right to dissent.

If you need assistance with the completion and delivery of your proxy or voting instruction form or your letter of transmittal, please contact Computershare Investor Services Inc., the depositary of the arrangement and Company's transfer agent, by telephone at 1-800-564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial).

Dated this 10th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF NORTHERN SUPERIOR RESOURCES INC.

by (signed) "Victor Cantore"

Victor Cantore
Executive Chairman