Superior Plus Corp.

This short form prospectus is a base shelf prospectus. This short form prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell these securities. The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws, and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This short form prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution” in this short form prospectus.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request, without charge from the Senior Vice President and Chief Legal Officer of Superior Plus Corp. at Suite 401, 200 Wellington Street West, Toronto, Ontario, M5V 3C7 (telephone (416) 345-8050) and are also available electronically on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) under the profile of Superior Plus Corp. which can be accessed at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and Secondary Offering

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May 25, 2021
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SUPERIOR PLUS CORP. $2,000,000,000

Common Shares Preferred Shares Warrants Subscription Receipts Debt Securities

Superior Plus Corp. (“ Superior ” or the “ Corporation ”) may from time to time offer and issue (i) common shares (“ Common Shares ”), (ii) preferred shares (“ Preferred Shares ”), (iii) warrants to purchase Common Shares, Preferred Shares or other securities (“ Warrants ”), (iv) subscription receipts, each of which, once purchased, entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, one Common Share and/or other securities of the Corporation (“ Subscription Receipts ”), or (v) bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description (“ debt securities ”, and together with the Common Shares, Preferred Shares, Warrants and Subscription Receipts, the “ Securities ”), or any combination thereof, up to an aggregate offering price of $2,000,000,000 during the 25-month period that this short form base shelf prospectus (the “ Prospectus ”), including any amendments hereto, remains valid. In addition, the Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or one of its subsidiaries. The consideration for any such acquisition may consist of Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The specific terms of any offering of Securities will be set forth in a prospectus supplement or supplements (each, a “ Prospectus Supplement ”) including, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determination thereof (in the event the offering is a nonfixed price distribution, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions and, as defined, an “ ATM Distribution ”), whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered; (ii) in the case of Preferred Shares, the designation of the

particular series, the number of Preferred Shares offered, the offering price or the manner of determination thereof, any voting rights, any rights to receive dividends, any terms of redemption, any conversion or exchange rights and any other specific terms of the Preferred Shares; (iii) in the case of Warrants, the designation, number and terms of the Common Shares, Preferred Shares or other securities purchasable upon exercise of the Warrants, and any procedures that will result in the adjustment of those numbers, the exercise price, the dates and periods of exercise, the currency or currency unit in which the Warrants are issued and any other specific terms of the Warrants; (iv) in the case of the Subscription Receipts, the number of Subscription Receipts offered, the offering price, the terms, conditions and procedures for the conversion of such Subscription Receipts into Common Shares and/or other securities of the Corporation and any other specific terms of the Subscription Receipts; and (v) in the case of debt securities, the specific designation of the debt securities, any limit on the aggregate principal amount of the debt securities, the currency or currency unit, the maturity, the offering price, whether payment on the debt securities will be senior or subordinated to the other liabilities and obligations of the Corporation, whether the debt securities will bear interest, the interest rate or the manner of determination thereof, any interest payment date(s), covenants, events of default, any terms of redemption, any conversion or exchange rights and any other specific terms of the debt securities. The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to the Securities that are not within the options and parameters set forth in this Prospectus. Prospective investors should read this Prospectus and any applicable Prospectus Supplement carefully before investing in any Securities.

For greater certainty, sales of Common Shares may be effected under this Prospectus from time to time in one or more ATM Distributions under a Prospectus Supplement.

This Prospectus does not qualify for issuance debt securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items, other than as required to provide for an interest rate that is adjusted for inflation. For greater certainty, this Prospectus may qualify for issuance debt securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or a bankers’ acceptance rate, or to recognized market benchmark interest rates.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained or incorporated by reference in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the applicable Prospectus Supplement and only for the purposes of the distribution of the Securities to which the applicable Prospectus Supplement pertains.

The outstanding Common Shares are listed on the Toronto Stock Exchange (“ TSX ”) and trade under the symbol “SPB”. Unless otherwise specified in the applicable Prospectus Supplement, the Preferred Shares, Warrants, Subscription Receipts or debt securities will not be listed on any securities exchange. Accordingly, unless so specified, there will be no market through which the Preferred Shares, Warrants, Subscription Receipts or debt securities may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. Investing in the Securities involves certain risks. Prospective purchasers of the Securities should carefully consider all the information in this Prospectus, in any applicable Prospectus Supplement and in the documents incorporated by reference in this Prospectus. See “ Risk Factors ” in this Prospectus and in any applicable Prospectus Supplement.

The Corporation may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell directly to one or more purchasers or through agents. See “ Plan of Distribution ” in this Prospectus. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by the Corporation in connection with the offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including the method of distribution, the proceeds to the Corporation and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms relating to the offering of such Securities.

In connection with any offering of Securities (other than an ATM Distribution), the underwriters may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter, dealer or agent involved in an ATM Distribution of any of the Securities under a Prospectus Supplement, and no affiliate of any such underwriter, dealer or agent, and no person acting jointly or in concert with any such underwriter, dealer or agent, will over-allot any Securities in

connection with their distribution or effect any other transaction that is intended to stabilize or maintain the market price of the Securities being distributed.

Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Securities (other than Common Shares) will be a new issue of Securities with no established trading market. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. Person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws. See “ Plan of Distribution ” in this Prospectus.

Prospective investors should be aware that the purchase of Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, in the applicable Prospectus Supplement. Investors are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding or disposing of the Securities.

This Prospectus constitutes a public offering of Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities.

The head and registered office of the Corporation is located at Suite 401, 200 Wellington Street West, Toronto, Ontario, M5V 3C7.

iii

ABOUT THIS PROSPECTUS .......................................................................................................................................................... 1 DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................................................... 2 FORWARD-LOOKING INFORMATION ....................................................................................................................................... 3 SUPERIOR PLUS CORP. ................................................................................................................................................................. 4 MARKET AND INDUSTRY DATA ................................................................................................................................................ 5 RECENT DEVELOPMENTS ........................................................................................................................................................... 5 MATERIAL CHANGES TO CONSOLIDATED CAPITALIZATION ........................................................................................... 5 USE OF PROCEEDS ........................................................................................................................................................................ 5 EARNINGS COVERAGE RATIOS ................................................................................................................................................. 5 DESCRIPTION OF SHARE CAPITAL ........................................................................................................................................... 5 DESCRIPTION OF WARRANTS .................................................................................................................................................... 7 DESCRIPTION OF SUBSCRIPTION RECEIPTS ........................................................................................................................... 8 DESCRIPTION OF DEBT SECURITIES ........................................................................................................................................ 8 OTHER MATTERS RELATING TO THE SECURITIES ............................................................................................................. 10 PRIOR SALES ................................................................................................................................................................................ 12 TRADING PRICE AND VOLUME ............................................................................................................................................... 12 SELLING SECURITYHOLDERS .................................................................................................................................................. 13 PLAN OF DISTRIBUTION ............................................................................................................................................................ 13 RISK FACTORS ............................................................................................................................................................................. 14 LEGAL MATTERS ......................................................................................................................................................................... 14 AUDITOR, TRANSFER AGENT AND REGISTRAR .................................................................................................................. 14 AGENT FOR SERVICE OF PROCESS ......................................................................................................................................... 15 PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS .............................................................................................. 15 CERTIFICATE OF THE CORPORATION .................................................................................................................................. C-1

ABOUT THIS PROSPECTUS

In this Prospectus and in any Prospectus Supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. “ U.S. dollars ” or “ US$ ” means lawful currency of the United States. Unless the context otherwise requires, all references in this Prospectus and any Prospectus Supplement to “ Superior ” or the “ Corporation ” mean Superior Plus Corp. and its consolidated subsidiaries and any consolidated partnerships of which the Corporation or any of its subsidiaries are partners.

This Prospectus provides a general description of the Securities that the Corporation may offer from time to time. Each time the Corporation offers and sells Securities under this Prospectus, the Corporation will provide prospective investors with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, prospective investors should read both this Prospectus and any applicable Prospectus Supplement together with additional information described below under “Documents Incorporated by Reference ”.

Unless otherwise specified, all financial information included and incorporated by reference in this Prospectus has been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board.

All information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be made available together with this Prospectus to the extent required under applicable securities laws.

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide prospective investors with different or additional information. Prospective investors should not assume that the information in this Prospectus, any applicable Prospectus Supplement or any documents incorporated by reference is accurate as of any date other than the date on the front of those documents as the business, operating results, financial condition and prospects of the Corporation may have changed since that date.

The Corporation is not making an offer of Securities in any jurisdiction where the offer or sale is not permitted by

law.

DOCUMENTS INCORPORATED BY REFERENCE

As of the date hereof, the following documents, filed with the securities commission or similar authority in each of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in the Prospectus, as further described below:

(a) the annual information form of the Corporation for the year ended December 31, 2020 dated March 4, 2021 (the “ AIF ”);
(b) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2020 and 2019 and the notes thereto together with the independent auditor’s report thereon;
(c) management’s discussion and analysis of the financial condition and operations of the Corporation as at December 31, 2020 and for the years ended December 31, 2020 and 2019 (the “ Annual MD&A ”);
(d) the unaudited condensed consolidated financial statements of the Corporation together with the notes thereto for the three-month period ended March 31, 2021 (the “ Interim Financial Statements ”);
(e) management’s discussion and analysis of the financial condition and operations of the Corporation for the threemonth period ended March 31, 2021 (the “ Interim MD&A ”);
(f) the management information circular of the Corporation dated March 4, 2021 in connection with the May 12, 2021 annual and special meeting of shareholders of the Corporation; and
(g) the material change report of the Corporation dated February 26, 2021 filed in connection with the Specialty Chemicals Disposition (as defined below).

Except as otherwise stated below, any documents of the type required to be incorporated by reference in a short form prospectus pursuant to National Instrument 44-101 − Short Form Prospectus Distributions (“ NI 44-101 ”) of the Canadian Securities Administrators, including any documents of the type referred to above (other than confidential material change reports) and business acquisition reports subsequently filed by the Corporation with any securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the termination of any offering of Securities shall be deemed to be incorporated by reference into this Prospectus. These documents are available electronically on SEDAR under the profile of Superior, which can be accessed at www.sedar.com.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary in order to make a statement not misleading in light of the circumstances under which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Upon a new annual information form and related annual audited consolidated financial statements and management’s discussion and analysis being filed by the Corporation with, and where required, accepted by, the applicable securities regulatory authorities during the term of this Prospectus, (i) the previous annual information form, the previous annual audited consolidated financial statements and related management’s discussion and analysis, (ii) all interim financial statements and related management’s discussion and analysis, all material change reports and all business acquisition reports filed by the Corporation prior to the commencement of the Corporation’s financial year in respect of which the new annual information form is filed, and (iii) any business acquisition report for acquisitions completed since

the beginning of the financial year in respect of which the new annual information form is filed (only if such report is incorporated by reference into the current annual information form or at least nine months of the acquired business or related businesses operations are incorporated into the Corporation’s current annual audited consolidated financial statements) shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new interim financial statements and related management’s discussion and analysis being filed by the Corporation with the applicable securities regulatory authorities in Canada during the term of this Prospectus, all interim financial statements and related management’s discussion and analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new information circular relating to an annual meeting of shareholders being filed by the Corporation with applicable securities regulatory authorities in Canada subsequent to the date of this Prospectus and prior to the date on which this Prospectus ceases to be effective, the information circular for the preceding annual meeting of shareholders and any other information circular filed by the Corporation prior to the commencement of the Corporation’s financial year in respect of which the new annual information form is filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms of any Securities offered thereunder will be delivered to purchasers of such Securities together with this Prospectus to the extent required under applicable securities laws and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the distribution of the Securities covered by such Prospectus Supplement.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Corporation after the date of the Prospectus Supplement for the distribution and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the Senior Vice President and Chief Legal Officer of Superior at Suite 401, 200 Wellington Street West, Toronto, Ontario, M5V 3C7 (telephone (416) 345-8050).

FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein contain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information may include statements regarding the objectives, business strategies to achieve those objectives, expected financial results, risk management, economic or market conditions, and the outlook of or involving Superior, Superior Plus LP (“ Superior LP ”) and its businesses. Such information is typically identified by words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “plan”, “intend”, “forecast”, “future”, “outlook”, “guidance”, “may”, “predict”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes. In addition to the forward-looking statements contained in the documents incorporated by reference herein, this Prospectus contains, without limitation, forward-looking statements pertaining to certain terms of the Securities and any offering made under this Prospectus.

Forward-looking information is provided for the purpose of providing information about management’s expectations and plans about the future and may not be appropriate for other purposes. Forward-looking information in this Prospectus and the documents incorporated by reference herein is based on various assumptions and expectations that Superior believes are reasonable in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to Superior, including information obtained from third party industry analysts and other third-party sources, and the historic performance of Superior’s businesses. Such assumptions include anticipated financial performance, current business and economic trends, the amount of future dividends paid by Superior, business prospects, availability and utilization of tax basis, regulatory developments, currency, exchange and interest rates, average weather, trading data, future commodity prices oil and gas industry activity levels, cost estimates and the assumptions set forth below. Such assumptions are subject to the risks and uncertainties set forth below.

By its very nature, forward-looking information involves numerous assumptions, risks and uncertainties, both general and specific. Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, as many important factors are beyond Superior’s control, Superior’s or Superior LP’s actual performance and financial results may vary materially from those estimates and intentions contemplated, expressed or implied in the forward-looking information. These risks and uncertainties include incorrect assessments of value when making acquisitions, increases in debt service charges, the loss of key personnel, fluctuations in foreign currency and exchange rates, inadequate insurance coverage, liability for cash taxes, counterparty risk, compliance with environmental laws and regulations, operational risks involving Superior’s facilities, force majeure, labour relations matters, Superior’s ability to access external sources of debt and equity capital, and the risks identified in (i) this Prospectus under the heading “ Risk Factors ”, (ii) the AIF, (iii) the Annual MD&A and (iv) the Interim MD&A. The preceding list of assumptions, risks and uncertainties is not exhaustive.

When relying on Superior’s forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking information is provided as of the date of this Prospectus and, except as required by law, neither Superior nor Superior LP undertakes to update or revise such information to reflect new information, subsequent or otherwise. For the reasons set forth above, investors should not place undue reliance on forward-looking information.

Superior is a North American distributor and marketer of propane, distillates and related products and services incorporated under the Canada Business Corporations Act (the “ CBCA ”). Superior, directly or indirectly, holds 100% of Superior LP, a limited partnership formed between Superior General Partner Inc., as general partner (the “ General Partner ”), and Superior, as limited partner. Specifically, Superior owns all of the Class A limited partnership units of Superior LP and all of the common shares of the General Partner.

Superior, Superior LP and the General Partner have the same head and registered office located at Suite 401, 200 Wellington Street West, Toronto, Ontario, M5V 3C7.

Superior General Partner Inc.

The General Partner was formed on January 1, 2009 pursuant to the amalgamation of Superior Plus Inc. and Superior Plus Administration Inc. under the CBCA. The General Partner is a wholly-owned subsidiary of Superior and is the general partner of Superior LP. Pursuant to the terms of the Partnership Agreement (as defined below), the General Partner is responsible for the administration and management of Superior LP and carries out the objects, purposes and business of Superior LP.

Superior Plus LP

Superior LP is a limited partnership formed under the laws of the Province of Ontario pursuant to the limited partnership agreement made as of September 17, 2006, as amended and restated on December 31, 2008 (the “ Partnership Agreement ”). The general partner of Superior LP is the General Partner and Superior is the limited partner of Superior LP.

Superior is a leading North American distributor and marketer of propane, distillates and related products and services servicing over 780,000 customer locations in the United States and Canada. Superior has two business segments: (i) U.S. Propane Distribution, and (ii) Canadian Propane Distribution, both of which segments buy and sell propane and offer liquid fuels and related products and distribute them to the end users.

On April 9, 2021, Superior’s subsidiaries, Superior LP, the General Partner, Superior International Inc. and Superior Plus US Holdings Inc. (“ Superior US Holdings ”), sold their 100% interest in the assets and entities that made up the Corporation’s Specialty Chemicals segment to certain affiliated entities of Birch Hill Equity Partners for total consideration of approximately $725 million, subject to certain post-closing adjustments (the “ Specialty Chemicals Disposition ”).

Further information regarding the Corporation and its business is set out in its current annual information form, which is incorporated by reference herein.

MARKET AND INDUSTRY DATA

This Prospectus and the documents incorporated by reference herein may include market and industry data that were obtained from third party sources, including industry publications and publicly available information, as well as industry data prepared by management on the basis of its knowledge of the industries in which Superior operates (including management’s estimates and assumptions relating to those industries based on that knowledge). Management’s knowledge of these industries has been developed through its experience and participation in those industries. Management believes that its industry data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness of this data. Third party sources, which include public company disclosure, and other publicly available information, generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although management believes it to be reliable, Superior has not independently verified any of the data from third party sources referred to in this Prospectus or the documents incorporated by reference herein, ascertained the underlying economic assumptions relied upon by such sources, or analyzed or verified the underlying studies or surveys relied upon or referred to by third party sources.

RECENT DEVELOPMENTS

There have been no material developments in the business of the Corporation since March 31, 2021, the date of the Interim Financial Statements, which have not been disclosed in this Prospectus or in the documents incorporated by reference herein.

On May 18, 2021, Superior LP closed a private placement (the “ Offering ”) of $500 million principal amount of 4.25% senior unsecured notes due May 18, 2028 (the “ 2028 Notes ”). The 2028 Notes were issued at par and were guaranteed by the Corporation and certain of its subsidiaries.

On May 19, 2021, Superior LP completed the redemption of $370 million principal amount of 5.125% senior unsecured notes due August 27, 2025 (the “ 2025 Notes ”) in accordance with the indenture governing the 2025 Notes (the “ Redemption ”).

MATERIAL CHANGES TO CONSOLIDATED CAPITALIZATION

There have been no material changes in the consolidated capitalization of the Corporation since March 31, 2021, the date of the Interim Financial Statements, which have not been disclosed in this Prospectus or the documents incorporated by reference herein.

USE OF PROCEEDS

Specific information about the use of net proceeds received by the Corporation from an offering of Securities will be set forth in a Prospectus Supplement for that offering. The Corporation will not receive any proceeds from the sale of Common Shares sold by any selling shareholder under this Prospectus.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided in the applicable Prospectus Supplement relating to any offering of debt securities having a term to maturity in excess of one year or Preferred Shares, in each case as required by applicable securities laws.

DESCRIPTION OF SHARE CAPITAL

General

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of Preferred Shares in one or more series, including an unlimited number of Series 1 Special Voting Preferred Shares (“ Special Voting Shares ”) and 260,000 Series 2 Preferred Shares (“ Series 2 Shares ”). As of the date of this Prospectus, the Corporation had outstanding 176,041,687 Common Shares, 30,002,837 Special Voting Shares and no Series 2 Shares.

The following is a summary of the material rights, privileges, restrictions and conditions attaching to the Common Shares and the Preferred Shares. For additional information on the share capital of the Corporation, see “ Our Capital Structure ” in the AIF.

Common Shares

The holders of Common Shares are entitled to: (a) dividends if, as and when declared by the board of directors, (b) one vote per Common Share at meetings of the holders of Common Shares; and (c) upon liquidation, dissolution or winding-up of the Corporation, receive pro rata the remaining property and assets of the Corporation, subject to the rights of shares having priority over the Common Shares.

Preferred Shares

The Preferred Shares are issuable in series and each class of Preferred Shares will have such rights, restrictions, conditions and limitations as the board of directors may from time to time determine. The holders of Preferred Shares will be entitled, in priority to holders of Common Shares, to: (a) be paid rateably with holders of each other series of Preferred Shares the amount of accumulated dividends, if any, specified to be payable preferentially to the holders of such series; and (b) upon liquidation, dissolution or winding-up of Superior, to be paid rateably with holders of each other series of Preferred Shares the amount, if any, specified as being payable preferentially to holders of such series.

The Corporation can issue an unlimited number of Special Voting Shares subject to the terms of the Voting Trust Agreement dated July 13, 2020 among the Corporation, Superior US Holdings, SPC PIPE L.P. and Computershare Trust Company of Canada (the “ Voting Trust Agreement ”). The holders of Special Voting Shares will be entitled to vote at any meeting of holders of Common Shares. Each Special Voting Share entitles the holder to one vote on all matters submitted to a vote to the holders of Common Shares, voting together as a class, subject to certain exceptions and in accordance with the terms of the Voting Trust Agreement. The holders of Special Voting Shares are not entitled to receive dividends. All Special Voting Shares are issued at, and are redeemable for, the nominal amount of $0.00001 per Special Voting Share.

The Corporation can issue 260,000 Series 2 Shares in accordance with the terms and conditions of the Exchange Agreement dated July 13, 2020 among the Corporation, Superior US Holdings and SPC PIPE L.P. The Series 2 Shares will only be issued in the event of a liquidation, winding-up or dissolution of Superior US Holdings where there is no concurrent liquidation, winding-up or dissolution of the Corporation. The Series 2 Shares are intended to be economically equivalent to the Series 1 Preferred Stock in the capital of Superior US Holdings (the “ Preferred Stock ”) in terms of dividends, redemption and liquidation preference and will be convertible into Common Shares on an equivalent basis as the Preferred Stock.

A Prospectus Supplement relating to Preferred Shares will describe the terms of the Preferred Shares being offered, including, where applicable, the following:

the maximum number of Preferred Shares;
the designation of the series;
the offering price;
the annual dividend rate and whether the dividend rate is fixed or variable, the date from which dividends will accrue, and the dividend payment dates;
the price and the terms and conditions for redemption, including redemption at Superior’s option or at the option of the holder, the time period for redemption, and payment of any accumulated dividends;
the terms and conditions for conversion or exchange for shares of any other class of Superior, any other series of Preferred Shares or any other securities or assets, including the price or the rate of conversion or exchange and the method of adjustment;
whether such Preferred Shares will be listed on any securities exchange;
the voting rights; and
any other rights, privileges, restrictions, or conditions.

Preferred Shares will be fully paid and non-assessable upon issuance. The Preferred Shares of any series may be represented, in whole or in part, by one or more global certificates. If Preferred Shares are represented by a global certificate, each global certificate will:

be registered in the name of a depositary or a nominee of the depositary identified in the applicable Prospectus Supplement; and
be deposited with such depositary or nominee or a custodian for the depositary.

DESCRIPTION OF WARRANTS

General

The Corporation may issue Warrants independently or together with other securities, and Warrants sold with other securities may be attached to or separate from the other securities. Warrants will be issued under one or more warrant agreements between the Corporation and a warrant agent that the Corporation will name in the applicable Prospectus Supplement.

Selected provisions of the Warrants and the warrant agreements are summarized below. This summary is not complete. The statements made in this Prospectus relating to any warrant agreement and Warrants to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement.

A Prospectus Supplement relating to Warrants will describe the terms of the Warrants being offered including, where applicable, the following:

the designation of the Warrants;
the aggregate number of Warrants offered and the offering price;
the designation, number and terms of the Common Shares, Preferred Shares or other securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the dates or periods during which the Warrants are exercisable;
the designation and terms of any securities with which the Warrants are issued;
if the Warrants are issued as a unit with another security, the date on and after which the Warrants and the other security will be separately transferable;
the currency or currency unit in which the exercise price is denominated;
any minimum or maximum amount of Warrants that may be exercised at any one time;
whether such Warrants will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants; and
any other terms of the Warrants.

Warrant certificates will be exchangeable for new warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities subject to the Warrants.

Modifications

The Corporation may amend the warrant agreements and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Warrants. Other amendment provisions shall be as indicated in the Prospectus Supplement.

Enforceability

The warrant agent will act solely as the Corporation’s agent. The warrant agent will not have any duty or responsibility if the Corporation defaults under the warrant agreements or the warrant certificates. A Warrant holder may, without the consent of the warrant agent, enforce by appropriate legal action on its own behalf the holder’s right to exercise the holder’s Warrants.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

Subscription Receipts may be offered separately or together with Common Shares and/or other securities of the Corporation, including Warrants. The Subscription Receipts will be issued under a subscription receipt agreement that will be entered into by the Corporation and an escrow agent at the time of issuance of the Subscription Receipts.

A Subscription Receipt will entitle the holder thereof to receive a Common Share and/or other securities of the Corporation, for no additional consideration, upon the completion of a particular transaction or event, typically an acquisition of the assets or securities of another entity by the Corporation or one or more of its subsidiaries. The subscription proceeds from an offering of Subscription Receipts will be held in escrow by an escrow agent pending the completion of a transaction or the termination time (the time at which the escrow terminates regardless of whether the transaction or event has occurred). Holders of Subscription Receipts will receive Common Shares and/or other securities of the Corporation upon the completion of the particular transaction or event or, if the transaction or event does not occur by the termination time, a return of the subscription funds for their Subscription Receipts together with any interest or other income earned thereon. Holders of Subscription Receipts are not shareholders of the Corporation.

The particular terms and provisions of Subscription Receipts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. The description will include, where applicable:

the number of Subscription Receipts offered;
the price at which the Subscription Receipts will be offered;
the terms, conditions and procedures pursuant to which the holders of Subscription Receipts will become entitled to receive Common Shares and/or other securities of the Corporation;
the number of Common Shares and/or other securities of the Corporation that may be obtained upon exercise of each Subscription Receipt;
the designation and terms of any other securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each such security;
the terms relating to the holding and release of the gross proceeds from the sale of the Subscription Receipts plus any interest and income earned thereon;
the material income tax consequences of owning, holding and disposing of the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts including, without limitation, transferability and adjustment terms and whether the Subscription Receipts will be listed on a stock exchange.

DESCRIPTION OF DEBT SECURITIES

In this section, the terms “Corporation” and “Superior” refer only to Superior Plus Corp. without the subsidiaries through which it operates. The following description of debt securities sets forth certain general terms and provisions of debt securities that may be offered under this Prospectus and in respect of which a Prospectus Supplement may be filed. The Corporation will provide particular terms and provisions of a series of debt securities and a description of how the general terms and provisions described below may apply to that series in the Prospectus Supplement relating to such series. Prospective investors should rely on information in the applicable Prospectus Supplement if it is different from the following information.

Debt securities will be issued under one or more indentures (each, a “ Debt Indenture ”), in each case between the Corporation and an appropriately qualified financial institution authorized to carry on business as a trustee (each, a “ Trustee ”). The description below is not exhaustive and is subject to, and qualified in its entirety by reference to, the detailed provisions of the applicable Debt Indenture. Accordingly, reference should also be made to the applicable Debt Indenture, a copy of which will be filed by the Corporation with applicable provincial and territorial securities commissions or similar regulatory authorities in Canada after it has been entered into, and will be available electronically on SEDAR under the profile of the Corporation which can be accessed at www.sedar.com.

Debt securities may be offered separately or in combination with one or more other Securities. The Corporation may also, from time to time, issue debt securities and incur additional indebtedness other than pursuant to debt securities issued under this Prospectus.

General

Debt securities may be issued from time to time in one or more series. The Corporation may specify a maximum aggregate principal amount for the debt securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of debt securities may be reopened for issuance of additional debt securities of that series.

A Prospectus Supplement relating to a particular series of debt securities will describe the terms of the debt securities being offered including, where applicable, the following:

the specific designation and any limit on the aggregate principal amount of the debt securities;
the currency or currency units for which the debt securities may be purchased and in which the principal and any premium or interest is payable (in either case, if other than Canadian dollars);
the offering price (at par, at a discount or at a premium) of the debt securities;
the date(s) on which the debt securities will be issued and delivered;
the date(s) on which the debt securities will mature, including any provision for the extension of a maturity date, or the method of determining such date(s);
the rate(s) per annum (either fixed or floating) at which the debt securities will bear interest (if any) and, if floating, the method of determining such rate(s);
the date(s) from which any interest obligation will accrue and on which interest will be payable, and the record date(s) for the payment of interest or the method of determining such date(s);
if applicable, the provisions for subordination of the debt securities to other indebtedness of the Corporation;
the identity of the Trustee under the applicable Debt Indenture pursuant to which the debt securities are to be issued;
any redemption terms, or terms under which the debt securities may be defeased prior to maturity;
any repayment or sinking fund provisions;
any events of default applicable to the debt securities;
whether the debt securities are to be issued in registered form or in the form of temporary or permanent global securities, and the basis of exchange, transfer and ownership thereof;
any exchange or conversion terms;
if applicable, the ability of the Corporation to satisfy all or a portion of any redemption of the debt securities, payment of any premium or interest thereon, or repayment of the principal owing upon the maturity through the issuance of securities of the Corporation or of any other entity, and any restrictions on the persons to whom such securities may be issued;
provisions applicable to amendment of the Debt Indenture; and
any other material terms, conditions or other provisions (including covenants) applicable to the debt securities.

A Prospectus Supplement may include specific variable terms pertaining to the debt securities that are not within the alternatives and parameters described in this Prospectus.

Ranking

Unless otherwise indicated in the applicable Prospectus Supplement, the debt securities will be direct unsecured obligations of the Corporation. The debt securities will be senior or subordinated indebtedness of the Corporation as described in the applicable Prospectus Supplement. If the debt securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Corporation from time to time issued and outstanding which is not subordinated. If the debt securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Corporation as described in the applicable Prospectus Supplement, and they will rank equally and rateably with other subordinated indebtedness of the Corporation from time to time issued and outstanding as described in the applicable Prospectus Supplement. The Corporation reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated debt securities is subordinated to any other series of subordinated debt securities.

OTHER MATTERS RELATING TO THE SECURITIES

General

Securities offered under this Prospectus may be issued in certificated form or in book-entry only form.

Certificated Form

Securities issued in certificated form will be registered in the name of the purchaser or its nominee on the registers maintained by the Corporation’s transfer agent and registrar or the applicable Trustee.

Book-Entry Only Form

Securities issued in “book-entry only” form must be purchased, transferred or redeemed through participants (“ participants ”) in a depository service of a depository identified in the Prospectus Supplement for the particular offering of Securities. Each of the underwriters, dealers or agents, as the case may be, named in the Prospectus Supplement will be a participant of the depository. On the closing of a book-entry only offering, the Corporation will cause a global certificate or certificates representing the aggregate number of Securities subscribed for under such offering to be delivered to, and registered in the name of, the depository or its nominee. Except as described below, no purchaser of Securities issued in book-entry only form will be entitled to a certificate or other instrument from the Corporation or the depository evidencing that purchaser’s ownership thereof, and no purchaser will be shown on the records maintained by the depository except through a book-entry account of a participant acting on behalf of such purchaser. Each purchaser of such Securities will typically receive a customer confirmation of purchase from the registered dealer from which the Securities are purchased in accordance with the practices and procedures of such registered dealer. The practices of registered dealers may vary, but generally customer confirmations are issued promptly after execution of a customer order. The depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the book-entry only Securities. Reference in this Prospectus to a holder of book-entry only Securities means, unless the context otherwise requires, the owner of the beneficial interest in the Securities.

If the Corporation determines, or the depository notifies the Corporation in writing, that the depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry only Securities and the Corporation is unable to locate a qualified successor, or if the Corporation at its option elects, or is required by law, to terminate the book-entry system, then such Securities will be issued in certificated form to holders or their nominees.

Transfer, Conversion or Redemption of Securities

Certificated Form

Transfer of ownership, conversion or redemptions of Securities held in certificated form will be effected by the registered holder of the Securities in accordance with the requirements of the Corporation’s transfer agent and registrar and the terms of the indenture or certificates representing such Securities, as applicable.

Book-Entry Only Form

Transfer of ownership, conversion or redemptions of Securities held in book-entry only form will be effected through records maintained by the depository or its nominee for such Securities with respect to interests of participants, and on the records of participants with respect to interests of persons other than participants. Holders who desire to purchase, sell or otherwise transfer ownership of or other interests in the Securities may do so only through participants. The ability of a holder to pledge a Security or otherwise take action with respect to such holder’s interest in a Security (other than through a participant) may be limited due to the lack of a physical certificate.

Payments and Notices

Certificated Form

Any payment of principal, a redemption amount, a dividend and interest on a Security, as applicable, will be made by the Corporation, and any notices in respect of a Security will be given by the Corporation, directly to the registered holder of such Security, unless the applicable indenture in respect of such Security provides otherwise.

Book-Entry Only Form

Any payment of principal, a redemption amount, a dividend and interest on a Security, as applicable, will be made by the Corporation to the depository or its nominee, as the case may be, as the registered holder of the Security and the Corporation understands that such payments will be credited by the depository or its nominee in the appropriate amounts to the relevant participants. Payments to holders of Securities of amounts so credited will be the responsibility of the participants.

As long as the depository or its nominee is the registered holder of the Securities, the depository or its nominee, as the case may be, will be considered the sole owner of the Securities for the purposes of receiving notices or payments on the Securities. In such circumstances, the responsibility and liability of the Corporation in respect of notices or payments on the Securities is limited to giving or making payment of any principal, redemption, dividend and interest due on the Securities to the depository or its nominee.

Each holder must rely on the procedures of the depository and, if such holder is not a participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights with respect to the Securities. The Corporation understands that under existing industry practices, if the Corporation requests any action of holders or if a holder desires to give any notice or take any action which a registered holder is entitled to give or take with respect to any Securities issued in book-entry only form, the depository would authorize the participant acting on behalf of the holder to give such notice or to take such action, in accordance with the procedures established by the depository or agreed to from time to time by the Corporation, any trustee and the depository. Accordingly, any holder that is not a participant must rely on the contractual arrangement it has, directly or indirectly through its financial intermediary, with its participant to give such notice or take such action.

The Corporation, any underwriters, dealers or agents and any trustee identified in a Prospectus Supplement relating to an offering of Securities in book-entry only form, as applicable, will not have any liability or responsibility for: (i) records maintained by the depository relating to beneficial ownership interests in the Securities held by the depository or the book-entry accounts maintained by the depository; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership; or (iii) any advice or representation made by or with respect to the depository and contained in the Prospectus Supplement or in any indenture relating to the rules and regulations of the depository or any action to be taken by the depository or at the directions of the participants.

PRIOR SALES

The following table summarizes the issuances of Securities and securities convertible or exchangeable into Securities during the 12-month period prior to the date of this Prospectus.

Date of Issuance June 15, 2020 June 15, 2020 July 13, 2020	Description of Transaction Issuance of Common Shares pursuant to the Corporation’s Dividend Reinvestment Plan and Optional Share Purchase Plan (the “DRIP”) Issuance of Common Shares pursuant to the DRIP Issuance of Series 1 Preferred Stock of Superior US Holdings(2)	Number of Securities 279,594 234 260,000	Priceper Security
			$10.42(1) $10.86(1) US$1,000

(1) The 279,594 Common Shares issued on June 15, 2020 were issued pursuant to the dividend reinvestment plan component of the DRIP, whereas the 234 Common Shares issued on the same date were issued pursuant to the optional share purchase plan component of the DRIP, each of which has its own formula to determine the Price per Security.
(2) On July 13, 2020, Superior US Holdings issued 260,000 shares of Preferred Stock to an affiliate of Brookfield Asset Management Inc. for US$260 million. Holders of the Preferred Stock are entitled to exchange each share of Preferred Stock into Common Shares at approximately US$8.67 per share (the “ Exchange Price ”) calculated by dividing the liquation preference of the Preferred Stock then in effect (plus any accrued and unpaid dividends) by the Exchange Price (being 30,002,837 Common Shares in aggregate), subject to adjustment and to certain thresholds. Superior also has the option to cause the exchange of all the Preferred Stock into Common Shares on or after June 13, 2023, subject to certain conditions.

TRADING PRICE AND VOLUME

The Common Shares are listed and traded on the TSX under the symbol “SPB”. The following tables set forth the market price ranges and trading volumes of the Common Shares over the 12-month period prior to the date of this Prospectus, as reported by the TSX:

High ($) 2020 May .................................................................. 9.52 June .................................................................. 11.14 July .................................................................. 11.80 August ............................................................. 12.29 September ........................................................ 11.95 October ............................................................ 12.14 November ........................................................ 12.34 December ......................................................... 12.29 2021 January ............................................................ 13.36 February ........................................................... 14.00 March .............................................................. 14.40 April................................................................. 15.12 May 1 – 21 ....................................................... 15.54	Low($) 9.21 10.88 11.56 12.03 11.75 11.74 11.99 12.13 11.97 12.06 13.20 14.15 14.64	Volume
		9,630,900 19,384,300 10,263,700 11,705,200 9,590,900 10,495,800 14,051,900 8,906,900 11,336,985 14,461,097 11,949,764 8,462,320 10,872,781

SELLING SECURITYHOLDERS

This Prospectus may also, from time to time, relate to the offering of Securities by way of a secondary offering by certain selling securityholders. The terms under which the Securities will be offered by selling securityholders will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of the Securities by selling securityholders will include, without limitation, where applicable: (i) the names of the selling securityholders; (ii) the number of Securities owned, controlled or directed by each of the selling securityholders; (iii) the number of Securities being distributed for the account of each selling securityholder; (iv) the number of Securities to be owned, controlled or directed by the selling securityholders after the distribution and the percentage that number or amount represents out of the total number of outstanding Securities; (v) whether the Securities are owned by the selling securityholders both of record and beneficially, of record only or beneficially only; (vi) if the selling securityholder purchased any of the Securities held by it in the 24 months preceding the date of the applicable Prospectus Supplement, the date or dates the selling securityholders acquired the Securities; and (vii) if the selling securityholder acquired any of the Securities held by it in the 12 months preceding the date of the applicable Prospectus Supplement, the cost thereof to the selling Unitholder in the aggregate and on a per security basis.

PLAN OF DISTRIBUTION

The Corporation may sell the Securities to or through underwriters or dealers and also may sell the Securities directly to purchasers or through agents, or through a combination of any of these methods of sale. In addition, the Securities may be offered and issued in consideration for the acquisition (an “Acquisition”) of other businesses, assets or securities by the Corporation or one of its subsidiaries. The consideration for any such Acquisition may consist of Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The distribution of the Securities of any series may be effected from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Corporation or from other parties, including in the form of underwriters’, dealers or agents’ fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by them from the Corporation and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.

The Prospectus Supplement relating to each distribution of Securities will also set forth the terms of the offering of the Securities, including to the extent applicable, the initial offering price, the proceeds to the Corporation, the underwriters’, dealers’ or agents’ compensation or other discount or selling concession to be allowed or re-allowed to underwriters or dealers. Any underwriters, dealers or agents with respect to a particular offering of Securities will be named in the Prospectus Supplement relating to such offering.

In connection with an Acquisition, Securities may be offered and issued at a deemed price or deemed prices determined either when the terms of the Acquisition are tentatively or finally agreed to, when the Acquisition is completed, when the Corporation issues the Securities or during some other negotiated period.

Under agreements which may be entered into by the Corporation, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled to indemnification by the Corporation against certain liabilities, including liabilities under the securities legislation of each of the provinces and territories of Canada.

Each distribution of Securities (other than Common Shares) will be a new issue of securities with no established trading market. Unless otherwise specified in a Prospectus Supplement relating to a series of Securities, the Securities (other than Common Shares) will not be listed on any securities exchange. Certain broker dealers may make a market in the Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker dealer will make a market in the Securities of any series or as to the liquidity of the trading market, if any, for the Securities of any series.

Unless otherwise specified in the applicable Prospectus Supplement, this Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, unless the Securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

RISK FACTORS

An investment in the Securities is subject to various risks including those risks inherent to the industries in which Superior operates. Before deciding to invest in any Securities, prospective purchasers of the Securities should consider carefully the risk factors and the other information contained and incorporated by reference in this Prospectus and the applicable Prospectus Supplement relating to a specific offering of Securities before purchasing the Securities. These risks could have a significant impact on Superior’s business, earnings, cash flows, financial condition, results of operations or projects, which could adversely affect the value of the Securities. Information regarding the risks that are most material to the Corporation and its business is provided in the documents incorporated by reference in this Prospectus, including in: (i) the Annual MD&A under the heading “ Risk Factors to Superior ” and (ii) the AIF under the heading “ Risks associated with our business ”. The risks incorporated by reference in this Prospectus are not the only risks the Corporation faces. Additional risks that the Corporation is unaware of, or that the Corporation currently deems not to be material, may also become material in the future.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to the Securities, certain legal matters in connection with the offering of Securities will be passed upon on behalf of Superior by Torys LLP. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents. As at the date hereof, the partners and associates of Torys LLP, as a group, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

AUDITOR, TRANSFER AGENT AND REGISTRAR

Ernst &Young LLP, Chartered Professional Accountants, Licensed Public Accountants, is the auditor of Superior and has confirmed that it is independent of Superior in the context of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario. Ernst & Young LLP was appointed the auditor of Superior on February 16, 2018.

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal offices in Calgary, Alberta and Toronto, Ontario.

AGENT FOR SERVICE OF PROCESS

Mr. Eugene V.N. Bissell, Mr. Patrick Gottschalk and Mr. Angelo R. Rufino are directors of the Corporation who reside outside of Canada. Messrs. Bissell, Gottschalk and Rufino have appointed the following agent for service of process:

Name of Person Eugene V.N. Bissell ....................................................................... Patrick Gottschalk .......................................................................... Angelo R. Rufino ...........................................................................	Name and Address of Agent Superior Plus Corp. Suite 401, 200 Wellington Street West Toronto, Ontario, M5V 3C7 Superior Plus Corp. Suite 401, 200 Wellington Street West Toronto, Ontario, M5V 3C7 Superior Plus Corp. Suite 401, 200 Wellington Street West Toronto, Ontario, M5V 3C7

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed. In several of the provinces and territories of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

Original Canadian purchasers of Securities which are convertible or exchangeable into other securities of the Corporation will have a contractual right of rescission against the Corporation following the issuance of such other securities of the Corporation to such original purchasers upon the conversion or exchange of such Securities. The contractual right of rescission will entitle such original purchasers to receive the amount paid for the applicable Securities and any additional amount paid by such original purchasers on conversion or exchange upon surrender of the underlying securities of the Corporation issued upon the conversion or exchange of such Securities, in the event that this Prospectus, the relevant Prospectus Supplement or an amendment contains a misrepresentation, provided that: (i) the conversion or exchange takes place within 180 days of the date of the purchase under this Prospectus of such Securities which are convertible or exchangeable; and (ii) the right of rescission is exercised within 180 days of the date of the purchase under this Prospectus of such Securities which are convertible or exchangeable. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 the Securities Act (Ontario) or otherwise at law.

In an offering of Securities which are convertible or exchangeable into other securities of the Corporation, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the Securities which are convertible or exchangeable into other securities of the Corporation are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon the conversion or exchange of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of this right of action for damages or consult with a legal advisor.

CERTIFICATE OF THE CORPORATION

May 25, 2021

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(signed) “LUC DESJARDINS” President and Chief Executive Officer

(signed) “BETH SUMMERS” Executive Vice President and Chief Financial Officer

On behalf of the Board of Directors

(signed) “RANDALL J. FINDLAY” Director

(signed) “DAVID P. SMITH” Director

C-1

AI assistant

Superior Plus Corp. — Capital/Financing Update 2021

42632_rns_2021-05-25_a41eea98-87ea-44c3-902f-9893ec49ada4.pdf

SHORT FORM BASE SHELF PROSPECTUS

Common Shares Preferred Shares Warrants Subscription Receipts Debt Securities

This Prospectus constitutes a public offering of Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

law.

DOCUMENTS INCORPORATED BY REFERENCE

FORWARD-LOOKING INFORMATION