Superior Plus Corp. — Capital/Financing Update 2022

Mar 29, 2022

MARCH 28, 2022

SUPERIOR PLUS CORP.

BOUGHT DEAL TREASURY OFFERING OF COMMON SHARES

TERM SHEET

A FINAL BASE SHELF PROSPECTUS CONTAINING IMPORTANT INFORMATION RELATING TO THE SECURITIES DESCRIBED IN THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES REGULATORY AUTHORITIES IN EACH OF THE PROVINCES AND TERRITORIES OF CANADA. A COPY OF THE FINAL BASE SHELF PROSPECTUS, ANY AMENDMENT TO THE FINAL BASE SHELF PROSPECTUS AND ANY APPLICABLE SHELF PROSPECTUS SUPPLEMENT THAT HAS BEEN FILED, IS REQUIRED TO BE DELIVERED WITH THIS DOCUMENT.

THIS DOCUMENT DOES NOT PROVIDE FULL DISCLOSURE OF ALL MATERIAL FACTS RELATING TO THE SECURITIES OFFERED. INVESTORS SHOULD READ THE FINAL BASE SHELF PROSPECTUS, ANY AMENDMENT AND ANY APPLICABLE SHELF PROSPECTUS SUPPLEMENT FOR DISCLOSURE OF THOSE FACTS, ESPECIALLY RISK FACTORS RELATING TO THE SECURITIES OFFERED, BEFORE MAKING AN INVESTMENT DECISION.

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE SECURITIES LAWS.

Issuer:	Superior Plus Corp. (the “Company”).
Offering:	Treasury offering of 22,322,000 common shares (the “Common Shares”) of the Company,
	before giving effect to the Over-Allotment Option (as defined below).
Offering Size:	$250,006,400 before giving effect to any exercise of the Over-Allotment Option.
Offering Price:	$11.20 per Common Share.
Over-Allotment	The Company has granted the underwriters an option to purchase up to an additional
Option:	3,348,300 Common Shares to cover over-allotments, if any, such option to be exercised in
	whole or in part at the sole discretion of the underwriters, at any time until 30 days after the
	Closing Date.
Major Shareholder	A Canadian affiliate of Brookfield Asset Management Inc. (“Brookfield”) is committed to
Purchase:	purchase approximately $75 million of Common Shares under the Offering at the Offering
	Price (“Brookfield Shares”).
Use of Proceeds:	The net proceeds of the Offering will be used to reduce existing indebtedness and for general
	corporate purposes, including to fund future acquisitions.
Dividends:	The Company pays cash dividends on a monthly basis to shareholders of record. The current
	indicated cash dividend is $0.06 per Common Share. The first cash dividend which purchasers
	of the Common Shares may be entitled to receive is the dividend expected to be paid in mid-
	May, 2022 to shareholders of record as of the end of April, 2022.
Listing:	The existing Common Shares trade on the Toronto Stock Exchange under the symbol “SPB”.
	The Company has applied to list the Common Shares issuable in the Offering on the Toronto
	Stock Exchange, which listing will be subject to the Company fulfilling all of the listing
	requirements of the Toronto Stock Exchange.
Eligibility:	Eligible for RRSPs, RRIFs, DPSPs, RDSPs, TFSAs and RESPs.
Offering	Public offering in all provinces of Canada by way of a prospectus supplement to the short
Procedure:	form base shelf prospectus of the Company dated May 25, 2021. Private placement in the
	United States to “qualified institutional buyers” in reliance upon Rule 144A of the U.S.
	Securities Act of 1933. A copy of the short form base shelf prospectus and prospectus
	supplement will be available under the Company’s issuer profile onwww.sedar.com.
Underwriting	Bought deal, subject to a mutually acceptable underwriting agreement containing “disaster
Basis:	out”, “regulatory out” and “material adverse change out” clauses running to Closing.
Bookrunner:	CIBC Capital Markets.

Closing Date: On or about April 6, 2022.

Underwriting Fee: 4.00% (no commission is payable on the Brookfield Shares).