Superior Plus Corp. — Capital/Financing Update 2022

Mar 30, 2022

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

This prospectus supplement (the “ Prospectus Supplement ”), together with the short form base shelf prospectus dated May 25, 2021 to which it relates, as amended or supplemented (the “ Base Shelf Prospectus ”), and each document incorporated by reference into the Base Shelf Prospectus or this Prospectus Supplement, 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 such 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 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”.

Information has been incorporated by reference in this Prospectus Supplement and the Base Shelf 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.

PROSPECTUS SUPPLEMENT

(TO A SHORT FORM BASE SHELF PROSPECTUS DATED MAY 25, 2021)

New Issue

March 30, 2022

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SUPERIOR PLUS CORP.

$250,006,400

22,322,000 Common Shares

This Prospectus Supplement qualifies the distribution to the public (the “ Offering ”) of 22,322,000 common shares (the “ Offered Shares ”) of Superior Plus Corp. (the “ Corporation ”) at a price of $11.20 per Offered Share (the “ Offering Price ”). In connection with its participation rights to subscribe for additional Common Shares (as defined below) provided for in an investor rights agreement (the “ Investor Rights Agreemen t”) dated July 13, 2020 among the Corporation, SPC Pipe L.P. (“ SPC ”), an affiliate of Brookfield Asset Management Inc. (“ Brookfield ”), and Superior Plus US Holdings Inc. (“ Superior US ”), Brookfield C3H8 Holdings LP (“ C3H8 ”), a Canadian affiliate of SPC, has agreed to purchase 6,696,500 Offered Shares at the Offering Price (the “ Brookfield Shares ”). Assuming the exchange of the outstanding shares of Series 1 Preferred stock of Superior US owned or controlled by SPC into common shares of the Corporation (the “ Common Shares” ), SPC would own approximately 14.6% of the outstanding Common Shares prior to the Offering. Upon closing of the Offering, entities controlled by Brookfield will beneficially own or control approximately 16.1% of the outstanding Common Shares on an as-exchanged basis (or 15.8% if the Over-Allotment Option (as defined below) is exercised in full). See “ Plan of Distribution ”.

The issued and outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the symbol “SPB”. On March 28, 2022, the last completed trading day prior to the public announcement of the Offering, the closing price of the Common Shares on the TSX was $11.65 per Common Share. On March 29, 2022, the last trading day prior to the date of this Prospectus Supplement, the closing price of the Common Shares on the TSX was $11.60 per Common Share.

The TSX has conditionally approved the listing of the Offered Shares on the TSX. Listing is subject to the Corporation fulfilling all of the listing requirements of the TSX on or before June 28, 2022.

Price: $11.20 per Offered Share

Per Offered Share ......................................................................................................................... Total Offering(3)............................................................................................................................	Price to the Public $11.20 $250,006,400	Underwriters’ Fee(1) $0.448 $7,000,224	Net Proceeds to the Corporation(2)
			$10.752 $243,006,176

Notes:

• (1) Upon closing of the Offering, the Corporation will pay the Underwriters (as defined below) a cash commission equal to 4.0% of the gross proceeds of the Offering, other than in respect of the Brookfield Shares. See “ Plan of Distribution ”.

• (2) As no fee is payable to the Underwriters in respect of the Brookfield Shares, the total “Underwriters’ Fee” and “Net Proceeds to the Corporation” have been calculated by excluding the fee of $0.448 per Offered Share from the 6,696,500 Offered Shares to be purchased by C3H8. The “Net Proceeds to the Corporation” have been calculated after deducting the Underwriters’ Fee but before deducting the Corporation’s expenses of the Offering, estimated to be $650,000, which together with the Underwriters’ Fee, will be paid from the gross proceeds of the Offering.

• (3) The Corporation has granted to the Underwriters an option (the “ Over-Allotment Option ”), exercisable in whole or in part at any time up to 30 days after closing of the Offering, to purchase up to an additional 3,348,300 Common Shares (the “ Additional Shares ”) on the same terms as set forth above, solely to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Corporation”, before deducting the expenses of the Offering, will be $287,507,360, $8,500,262.40, and $279,007,097.60, respectively. This Prospectus Supplement also qualifies the grant of the Over-Allotment Option and the Additional Shares issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Additional Shares forming part of the Underwriters’ over-allocation position acquires those Additional Shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution ”.

The following table sets out the number of Additional Shares that may be issued to the Underwriters pursuant to the Over-Allotment Option.

.
Underwriters’ Position Over-Allotment Option	Maximum Size or Number of Securities Available Option to acquire up to 3,348,300 Common Shares	Exercise Period Exercisable at any one time up to 30 days after closing of the Offering	Exercise Price
			$11.20 per Common Share

Unless the context otherwise requires, all references to “Offered Shares” in this Prospectus Supplement include reference to Additional Shares that may be issued pursuant to the Over-Allotment Option.

An investment in the Offered Shares is subject to certain risks that should be considered by prospective purchasers. See “Risk Factors”.

CIBC World Markets Inc. (“ CIBC ”), National Bank Financial Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc., Desjardins Securities Inc., Canaccord Genuity Corp., Raymond James Ltd., ATB Capital Markets Inc., Cormark Securities Inc. and IA Private Wealth Inc. (the “ Underwriters ”) have severally agreed to purchase the Offered Shares from the Corporation at a price of $11.20 per Offered Share, subject to the terms and conditions contained in the underwriting agreement between the Corporation and the Underwriters described under “ Plan of Distribution ”. The Offering Price was determined by negotiation between the Corporation and the Underwriters.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the underwriting agreement described under “ Plan of Distribution ” and subject to the approval of certain legal matters on behalf of the Corporation by Torys LLP and on behalf of the Underwriters by Dentons Canada LLP.

CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., TD Securities Inc. and ATB Capital Markets Inc . are each, directly or indirectly, a wholly-owned or majority-owned subsidiary of a Canadian chartered bank or other financial institution which is a lender to certain of Superior’s wholly-owned subsidiaries, Superior Plus LP (“ Superior LP ”), Superior General Partner Inc. and Superior Plus US Financing Inc., under variable rate revolving U.S. dollar and Canadian dollar credit facilities in the maximum amount of $750,000,000 (with an accordion feature that can increase total commitments up to a maximum amount of $1,050,000,000) and which mature on May 8, 2026 (the “ Existing Credit Facilities ”). Consequently, Superior may be considered to be a “connected issuer” of each of CIBC World Markets Inc., National

Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., TD Securities Inc. and ATB Capital Markets Inc . under applicable Canadian securities legislation. See “ Plan of Distribution ”.

The Corporation has been advised by the Underwriters that, in connection with the Offering and subject to applicable laws, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Offered Shares to the public at a price lower than that stated above. Any such reduction will not affect the proceeds received by the Corporation. See “ Plan of Distribution ”.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Subject to customary closing conditions, the closing of the Offering will take place on April 6, 2022 or on such other date as the Corporation and the Underwriters may agree, but in any event not later than April 20, 2022. Registrations and transfers of the Offered Shares will be effected electronically through the non-certificated inventory (“ NCI ”) system administered by CDS Clearing and Depository Services Inc. or a successor (“ CDS ”). Beneficial owners of Offered Shares will not, except in certain limited circumstances, be entitled to receive physical certificates evidencing their ownership of Offered Shares. See “ Plan of Distribution ”.

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 each appointed the following agent for service of process: 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.

The Corporation’s head and registered office is located at Suite 401 – 200 Wellington Street West, Toronto, Ontario, Canada, M5V 3C7.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS SUPPLEMENT ..................................................................................................................... 2 DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................................... 2 MARKETING MATERIALS ................................................................................................................................................. 3 FORWARD-LOOKING STATEMENTS ............................................................................................................................... 3 ELIGIBILITY FOR INVESTMENT ...................................................................................................................................... 4 THE CORPORATION ............................................................................................................................................................ 4 RECENT DEVELOPMENTS ................................................................................................................................................. 5 MATERIAL CHANGES TO CONSOLIDATED CAPITALIZATION ................................................................................. 5 PRIOR SALES ........................................................................................................................................................................ 5 TRADING PRICE AND VOLUME ....................................................................................................................................... 5 DESCRIPTION OF THE COMMON SHARES ..................................................................................................................... 6 PLAN OF DISTRIBUTION ................................................................................................................................................... 6 USE OF PROCEEDS .............................................................................................................................................................. 8 RISK FACTORS ..................................................................................................................................................................... 8 AUDITORS, TRANSFER AGENT AND REGISTRAR ....................................................................................................... 9 LEGAL MATTERS ................................................................................................................................................................ 9 PURCHASERS’ STATUTORY RIGHTS .............................................................................................................................. 9 UNDERWRITERS’ CERTIFICATE .................................................................................................................................. C-1

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ABOUT THIS PROSPECTUS SUPPLEMENT

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus. Neither Superior nor the Underwriters have authorized any other person to provide prospective investors with different information. If a prospective investor is provided with different or inconsistent information, the prospective investor should not rely on such information. The information contained in this Prospectus Supplement and the Base Shelf Prospectus is accurate only as of the date of this Prospectus Supplement or the Base Shelf Prospectus, as the case may be. If the information varies between this Prospectus Supplement and the Base Shelf Prospectus, the information in this Prospectus Supplement supersedes the information in the Base Shelf Prospectus. The information contained on Superior’s corporate website is not included or incorporated by reference in this Prospectus Supplement and prospective investors should not rely on such information when deciding whether or not to invest in the Offered Shares. Neither Superior nor the Underwriters are making an offer to sell in any jurisdiction where an offer or sale is not permitted by applicable law.

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Offering and adds to and supplements information contained in the Base Shelf Prospectus and the documents incorporated by reference herein and therein. The second part is the accompanying Base Shelf Prospectus, which gives more general information, some of which may not apply to the Offered Shares that Superior is currently offering. This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purpose of this Offering.

DOCUMENTS INCORPORATED BY REFERENCE

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 Supplement and the Base Shelf Prospectus:

• (a) the annual information form of the Corporation for the year ended December 31, 2021 dated March 7, 2022 (the “ AIF ”);

• (b) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2021 and 2020 and the notes thereto, together with the independent auditor’s report thereon (the “ Annual Financial Statements ”);

• (c) management’s discussion and analysis of the financial condition and operations of the Corporation as at December 31, 2021 for the years ended December 31, 2021 and 2020 (the “ Annual MD&A ”);

• (d) the Corporation’s management information circular dated March 7, 2022 in connection with the May 10, 2022 annual meeting of shareholders; and

• (e) the “template version” (as such term is defined in National Instrument 41-101 – General Prospectus Requirements ) of the term sheet in respect of the Offered Shares dated March 28, 2022 (the “ Marketing Materials ”).

Any documents of the types referred to in the preceding paragraphs (a) through (e), any material change reports (other than confidential material change reports, if any) and other documents disclosing additional or updated information as may be required to be incorporated by reference herein under applicable securities laws, which are filed by the Corporation with the securities regulatory authorities in any of the provinces or territories of Canada after the date of this Prospectus Supplement and prior to the termination of the distribution of the Common Shares shall be deemed to be incorporated by reference into this Prospectus Supplement.

Any statement contained in the Base Shelf Prospectus, in this Prospectus Supplement or in a document incorporated or deemed to be incorporated by reference herein or in the Base Shelf Prospectus for the purposes of the distribution of Offered Shares will be deemed to be modified or superseded for purposes of this Prospectus Supplement to the extent that a statement contained herein or in the Base Shelf Prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the Base Shelf Prospectus, modifies or

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supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or included any other information set out in the document that it modifies or supersedes. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement. The making of a modifying or superseding statement will not 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 to make a statement not misleading in light of the circumstances in which it was made.

MARKETING MATERIALS

The Marketing Materials are not part of this Prospectus Supplement or the Base Shelf Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus Supplement or any amendment. Any “template version” of “marketing materials” (each as defined in National Instrument 41-101 − General Prospectus Requirements ) filed with the securities commission or similar authority in each of the provinces and territories of Canada in connection with the Offering after the date hereof but prior to the termination of the distribution of the Offered Shares under this Prospectus Supplement (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated by reference herein and in the Base Shelf Prospectus.

FORWARD-LOOKING STATEMENTS

This Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated by reference herein and therein contain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information may include statements regarding the timing and closing of the Offering, the satisfaction of the conditions of the closing of the Offering, including the receipt, in a timely manner, of regulatory and other required approvals, the use of proceeds of the Offering, C3H8’s purchase of the Brookfield Shares, 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 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.

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 Supplement, the Base Shelf Prospectus and the documents incorporated by reference herein and therein 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, but are not limited to, anticipated financial performance, completion of announced acquisitions on a timely basis, 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 related to the oil and gas industry, oil and gas industry activity levels, cost estimates, and the ability to obtain financing on acceptable terms and capital expenditure requirements. 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 Supplement and the Base Shelf Prospectus under the heading “ Risk Factors ”; (ii) the AIF; and (iii) the Annual MD&A. The preceding list of assumptions, risks and uncertainties is not exhaustive.

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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 Supplement 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.

ELIGIBILITY FOR INVESTMENT

In the opinion of Torys LLP, counsel to the Corporation, and Dentons Canada LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (the “ Tax Act ”) in force on the date hereof, the Offered Shares, if acquired on the date hereof, will be qualified investments at the time of acquisition by a trust governed by a registered retirement savings plan (“ RRSP ”), registered retirement income fund (“ RRIF ”), deferred profit sharing plan, registered education savings plan (“ RESP ”), registered disability savings plan (“ RDSP ”), or a tax-free savings account (“ TFSA ”), each as defined in the Tax Act (each a “ Plan ”) provided that, at the time of the acquisition by the Plan the Offered Shares are listed on a “designated stock exchange” as defined in the Tax Act (which includes the TSX).

Notwithstanding that Offered Shares may be qualified investments for a trust governed by a RRSP, RRIF, RESP, RDSP or TFSA, the holder of such RDSP or TFSA, the subscriber of such RESP or the annuitant under such RRSP or RRIF, as the case may be, may be subject to a penalty tax in respect of the Offered Shares if such Offered Shares are a “prohibited investment” for the TFSA, RRSP, RESP, RDSP or RRIF for purposes of the Tax Act. Offered Shares will generally be a “prohibited investment” if the holder of a RDSP or TFSA, the subscriber of such RESP or annuitant under a RRSP or RRIF, as the case may be, (i) does not deal at arm’s length with the Corporation for purposes of the Tax Act or (ii) has a “significant interest” (within the meaning of the Tax Act) in the Corporation. Generally, a holder, subscriber or annuitant, as the case may be, will not have a significant interest in the Corporation provided the holder, subscriber or annuitant, together with persons with whom the holder, subscriber or annuitant does not deal at arm’s length, does not own (and is not deemed to own pursuant to the Tax Act), directly or indirectly, 10% or more of the issued shares of any class of the capital stock of the Corporation or of any other corporation that is related to the Corporation (for purposes of the Tax Act). In addition, an Offered Share will not be a prohibited investment if the Offered Share is “excluded property” for a particular trust governed by a RRSP, RRIF, RESP, RDSP or TFSA within the meaning of the prohibited investment rules in the Tax Act.

Prospective purchasers who intend to hold Offered Shares in trusts governed by Plans should consult their own tax advisors in regard to the application of these rules under the Tax Act in their particular circumstances.

THE CORPORATION

The Corporation is incorporated under the Canada Business Corporations Act (the “ CBCA ”) and is the publicly traded holding company of Superior LP. The Corporation, directly or indirectly, holds 100% of Superior LP, a limited partnership formed between Superior General Partner Inc., as general partner (the “ General Partner ”), and the Corporation, as limited partner. The Corporation owns all of the Class A limited partnership units of Superior LP and all of the common shares of the General Partner.

The Corporation is a leading North American distributor and marketer of propane, distillates and related products and services servicing over 890,000 customer locations in the United States and Canada. The Corporation, through Superior LP, 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.

The Corporation, 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.

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

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RECENT DEVELOPMENTS

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

On March 28, 2022, Superior announced that a wholly-owned subsidiary of Superior entered into an agreement to acquire the assets of a retail propane distribution company based in Virginia operating under the tradename Quarles Delivered Fuels for an aggregate purchase price of approximately US$145 million (CDN$180 million) before adjustments for working capital. Superior anticipates drawing on its existing credit facility to fund the entire amount of the purchase price due on closing. This acquisition, which is subject to customary regulatory and commercial closing conditions, is anticipated to close during the second quarter of 2022.

On March 23, 2022, Superior Plus announced that an indirect wholly-owned subsidiary of Superior completed the previously announced acquisition of the equity interests of Kamps Propane, Inc., High Country Propane, Inc., Pick Up Propane, Inc., Competitive Capital, Inc. and Propane Construction and Meter Services and Kiva Energy, Inc. for a purchase price of approximately US$240 million. The purchase price was paid with funds drawn from Superior’s existing credit facility.

MATERIAL CHANGES TO CONSOLIDATED CAPITALIZATION

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

PRIOR SALES

There have been no issuances of Common Shares or securities convertible into Common Shares for the 12-month period prior to the date of this Prospectus Supplement.

TRADING PRICE AND VOLUME

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

2021 March ......................................................................................................................... April ......................................................................................................................... May ......................................................................................................................... June ......................................................................................................................... July ......................................................................................................................... August ......................................................................................................................... September ......................................................................................................................... October ......................................................................................................................... November .........................................................................................................................	High ($) 14.40 15.12 15.54 15.69 16.24 15.96 15.06 14.07 14.86	Low ($) 13.20 14.15 14.64 14.96 15.06 14.18 13.34 13.19 13.27	Volume
			11,949,764 8,462,320 13,798,796 7,225,485 7,549,284 8,145,564 12,899,078 8,065,173 11,980,486

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December ......................................................................................................................... 2022 January ......................................................................................................................... February ......................................................................................................................... March 1 -29 .........................................................................................................................	High ($) 13.94 13.20 13.47 11.98	Low ($) 12.63 11.96 10.80 11.11	Volume
			11,791,490 14,609,951 15,296,786 13,397,314

DESCRIPTION OF THE COMMON SHARES

The Corporation is authorized to issue an unlimited number of Common Shares. As of the date of this Prospectus Supplement, the Corporation had outstanding 176,041,687 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.

Further information relating to the Common Shares and the Corporation’s share capital is set out in the AIF, which is incorporated by reference herein.

PLAN OF DISTRIBUTION

Pursuant to an underwriting agreement (the “ Underwriting Agreement ”) dated March 30, 2022 between the Underwriters and the Corporation, the Corporation has agreed to sell and the Underwriters have severally agreed to purchase an aggregate of 22,322,000 Offered Shares at a purchase price of $11.20 per Offered Share, payable in cash to the Corporation by the Underwriters against delivery of the Offered Shares for aggregate gross proceeds of $250,006,400.

As described above, C3H8, a Canadian affiliate of SPC, has agreed to purchase the Brookfield Shares in the Offering at the Offering Price. The Underwriters will not receive any fee in respect of the Brookfield Shares. The Underwriters’ obligation to purchase the Offered Shares under the Underwriting Agreement is conditional upon C3H8 fulfilling its purchase commitment under the Offering.

Assuming the exchange of the outstanding shares of Series 1 Preferred stock of Superior US owned or controlled by SPC into Common Shares, SPC would own approximately 14.6% of the outstanding Common Shares prior to the Offering. Upon closing of the Offering, SPC will beneficially own or control approximately 13.1% of the outstanding Common Shares on an as-exchanged basis (or 12.9% if the Over-Allotment Option is exercised in full and C3H8 will beneficially own or control approximately 2.9% of the outstanding Common Shares on an as-exchanged basis (or 2.9% if the Over-Allotment Option is exercised in full). Upon closing of the Offering, entities controlled by Brookfield will beneficially own or control approximately 16.1% of the outstanding Common Shares on an as-exchanged basis (or 15.8% if the Over-Allotment Option is exercised in full).

The closing of the Offering is expected to occur on April 6, 2022 or such other date as the Corporation and the Underwriters may agree, but in any event not later than April 20, 2022. The obligations of the Underwriters under the Underwriting Agreement are several and not joint and several, are conditional, and may be terminated at the Underwriters’ discretion upon the occurrence of certain stated events, including (i) certain stated material changes with respect to the Corporation and its subsidiaries, taken as a whole, and (ii) certain stated events materially adversely affecting the financial markets in Canada or the business, operations or affairs of the Corporation and its subsidiaries (including the Superior LP), taken as a whole. The

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Underwriters are, however, severally obligated to take up and pay for all of the Offered Shares that they have agreed to purchase if any of the Offered Shares are purchased under the Underwriting Agreement (subject to certain limited exceptions).

The TSX has conditionally approved the listing of the Offered Shares on the TSX. Listing is subject to the Corporation fulfilling all of the listing requirements of the TSX.

The Corporation has granted to the Underwriters the Over-Allotment Option, which is exercisable in whole or in part any time up to 30 days after the closing date of the Offering, to purchase up to 3,348,300 Additional Shares on the same terms as set forth above, solely to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. This Prospectus Supplement also qualifies the grant of the Over-Allotment Option and the distribution of the Additional Shares to be delivered upon the exercise of the Over-Allotment Option. A purchaser who acquires Additional Shares forming part of the Underwriters’ over-allocation position acquires such Additional Shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for their services in connection with the Offering, the Corporation has agreed to pay the Underwriters a fee of $0.448 per Offered Share (other than in respect of the Brookfield Shares), being an aggregate fee of $7,000,224. Subscriptions for Offered Shares will be received subject to rejection or allocation in whole or in part and the right is reserved to close the subscription books at any time without notice. The Offering will be conducted under the NCI system. Offered Shares registered in the name of CDS or its nominee will be deposited electronically with CDS on an NCI basis at closing. A subscriber who purchases Offered Shares will generally only receive a customer confirmation from the registered dealer from or through whom Offered Shares are purchased and who is a CDS participant.

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Offered Shares is less than the price paid by the Underwriters to the Corporation.

The Corporation has been advised by the Underwriters that, in connection with the Offering, the Underwriters may effect transactions which stabilize or maintain the market price of the Offered Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

The Underwriters are entitled under the Underwriting Agreement to indemnification by the Corporation against certain liabilities including liabilities under securities legislation, or to contribution with respect to payments that they may be required to make in respect thereof.

In accordance with rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Offered Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of, the Offered Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSX, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time.

Under the Underwriting Agreement, the Corporation has agreed that it will not, without the prior written consent of CIBC, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, issue or sell (or agree or announce any such agreement to issue or sell), directly or indirectly, (except in certain limited circumstances) any equity securities or other securities convertible or exchangeable for equity securities of the Corporation, or enter into an agreement to do any of the foregoing, for the period up to and including 90 days after the closing date of the Offering.

The Offered Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and, accordingly, may not be offered, sold or delivered, directly or indirectly, in the United States except

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in accordance with the Underwriting Agreement and pursuant to an exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws. The Underwriting Agreement provides that the Underwriters may re-offer and re-sell the Offered Shares that they have acquired pursuant to the Underwriting Agreement through their U.S. registered broker-dealer affiliates in the United States to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“ Rule 144A ”)) in accordance with Rule 144A and similar exemptions from registration under applicable U.S. state securities laws. The Underwriting Agreement also provides that the Underwriters may offer and sell the Offered Shares outside the United States in accordance with Regulation S under the U.S. Securities Act. This Prospectus Supplement does not constitute an offer to sell or solicitation of an offer to buy any of the Offered Shares in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act. The Offered Shares sold in the United States will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act.

CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., TD Securities Inc. and ATB Capital Markets Inc. are each, directly or indirectly, a wholly-owned or majorityowned subsidiary of a Canadian chartered bank or other financial institution which is a lender to certain of Superior’s whollyowned subsidiaries (the “ Lenders ”) under the Existing Credit Facilities. Consequently, Superior may be considered to be a “connected issuer” of each of CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., TD Securities Inc. and ATB Capital Markets Inc. under applicable Canadian securities legislation.

As of the date hereof, (i) approximately $463.3 million is owed to the Lenders under the Existing Credit Facilities, and (ii) there is also an undrawn letters of credit balance of approximately $31.8 million under the Existing Credit Facilities. Superior and its subsidiaries party thereto are in compliance with all material terms of the agreements governing the Existing Credit Facilities and none of the Lenders has waived any material breach by Superior or its subsidiaries of such agreements since their execution. Neither the financial position of Superior nor the value of the security under the Existing Credit Facilities has changed substantially and adversely since the indebtedness under each of the facilities was incurred. The indebtedness under the Existing Credit Facilities is secured by a general charge over all of the assets of Superior LP.

The decision to distribute the Offered Shares offered hereunder and the determination of the terms of the distribution were made through negotiations between Superior and CIBC, on behalf of the Underwriters. The Lenders under the Existing Credit Facilities did not have any involvement in such decision or determination but have been advised of the issuance and terms thereof. As a consequence of this issuance, CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., TD Securities Inc. and ATB Capital Markets Inc. will receive their respective share of the Underwriters’ Fee pursuant to the Underwriting Agreement.

USE OF PROCEEDS

The estimated net proceeds to the Corporation from the Offering, after deducting fees payable to the Underwriters and the estimated expenses of the Offering, will be approximately $242,356,176 (or approximately $278,357,098 if the OverAllotment Option is exercised in full). The Corporation intends to use the net proceeds of the Offering to reduce existing indebtedness and for general corporate purposes, including to fund future acquisitions.

RISK FACTORS

There are risks associated with an investment in the Offered Shares being distributed under the Offering. In addition to the risks described herein, reference is made to the section entitled “ Risk Factors ” in the AIF and the risks described in the Annual MD&A, both of which are incorporated herein by reference. If any of such or other risks materialize, the Corporation’s business, prospects, financial condition, results of operations and cash flows could be materially adversely impacted. There is no assurance that risk management steps taken by the Corporation will avoid future loss due to the occurrence of such described risks or other unforeseen risks. The following are certain risks relating to this Offering:

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Market Price of Common Shares

The trading prices of TSX-listed companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. The Corporation may likewise experience such volatility in the trading price of its Common Shares. These factors include macroeconomic developments in Canada, North America and globally, and market perceptions of the attractiveness of particular industries. The trading price of the Common Shares is also likely to be affected by changes from time to time in the Corporation’s operating results, financial condition, liquidity and other internal factors.

AUDITORS, 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.

LEGAL MATTERS

Legal matters in connection with the issuance of the Offered Shares offered by this Prospectus Supplement will be passed upon at the date of closing of the Offering on behalf of the Corporation by Torys LLP and on behalf of the Underwriters by Dentons Canada LLP.

As of the date hereof, the partners and associates of Torys LLP, as a group, and Dentons Canada LLP, as a group, each beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Corporation.

PURCHASERS’ STATUTORY 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. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

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UNDERWRITERS’ CERTIFICATE

Dated: March 30, 2022

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada.

CIBC WORLD MARKETS INC.

By: (signed) “ Chris Folan ”

NATIONAL BANK FINANCIAL INC.

RBC DOMINION SECURITIES INC.

By: (signed) “ Brendan Costigan ” By: (signed) “ Claire Sturgess ” BMO NESBITT BURNS INC. SCOTIA CAPITAL INC. TD SECURITIES INC. By: (signed) “ Jeff Watchorn ” By: (signed) “ Michael Mahoney ” By: (signed) “ John Kroeker ” DESJARDINS SECURITIES INC. By: (signed) “ William Tebbutt ”

CANACCORD GENUITY CORP.

RAYMOND JAMES LTD.

By: (signed) “ Chris Blackwell ” By: (signed) “ Russell Green ”

ATB CAPITAL MARKETS INC.

By: (signed) “ Michael W. De Carle ”

CORMARK SECURITIES INC.

IA PRIVATE WEALTH INC.

By: (signed) “ Alfred Avanessy ” By: (signed) “ David Anderson

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