IAMGOLD to Acquire Northern Superior Resources for C$375 Million

• IAMGOLD Corporation to acquire all outstanding shares of Northern Superior Resources Inc. for C$2.05 per share, totalling approximately C$375 million
• Consideration comprises 0.0991 IAMGOLD shares and C$0.19 cash per Northern Superior share, a 45% premium to the 17 October 2025 closing price
• Northern Superior shareholders will receive a distribution of ONGold Resources Ltd. shares immediately prior to closing, representing the company's 48.5% stake valued at C$30 million
• Transaction consolidates Northern Superior's 70,000-hectare Chibougamau land package with IAMGOLD's existing Nelligan and Monster Lake properties in Quebec
• Special shareholder meeting scheduled for December 2025, with transaction expected to close in December 2025 or January 2026 subject to approvals

Northern Superior Resources Inc. (TSXV: SUP) is a gold exploration company focused on the Chibougamau Camp in Quebec, Canada. The company holds the largest land package in the region, exceeding 70,000 hectares across properties including Philibert, Hazeur, Lac Surprise, Chevrier, Croteau, and Monster Lake East and West. Northern Superior owns 48.5% of ONGold Resources, which is advancing exploration assets in Northern Ontario and Manitoba, including the TPK Project and Monument Bay. Agnico Eagle Mines Limited holds 13% of ONGold.

Acquisition Agreement Terms and Consideration Structure

The acquisition will proceed through a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Each Northern Superior share will be exchanged for 0.0991 of an IAMGOLD share and C$0.19 in cash. The consideration was calculated based on IAMGOLD's closing price on the Toronto Stock Exchange on 17 October 2025, establishing a value of C$2.05 per Northern Superior share.

The 45% premium is measured against Northern Superior's last closing price on the TSX Venture Exchange, while the premium represents 27% over the 20-day volume-weighted average price ending 17 October 2025. For Canadian resident shareholders, the share component of the consideration will be received on a tax rollover basis. All outstanding Northern Superior stock options will be exercised on a cashless basis for their in-the-money value, while restricted stock units and deferred stock units will be exchanged for the same consideration as common shares.

Prior to closing, Northern Superior will distribute its ONGold shares to shareholders on a pro rata basis. Based on approximately 35.7 million ONGold shares held by Northern Superior and ONGold's closing price on 17 October 2025, this distribution has a proportional market value of C$30 million. The agreement includes a C$12 million termination fee payable to IAMGOLD under certain circumstances if the transaction does not complete.

Strategic Rationale and Benefits for Northern Superior Shareholders

The transaction shifts Northern Superior shareholders from ownership of exploration-stage assets to equity in a producing gold company operating three mines. IAMGOLD's producing assets include Côté Gold in Canada, which achieved full nameplate capacity in June 2025; Westwood in Quebec, generating positive cashflow; and Essakane in Burkina Faso, averaging approximately 400,000 ounces of gold annually over the past decade. IAMGOLD's 2025 production guidance is 735,000 to 820,000 ounces at all-in sustaining costs of US$1,830 to US$1,930 per ounce.

Simon Marcotte, President and Chief Executive Officer of Northern Superior stated:

"I'm genuinely excited that they will now become shareholders of IAMGOLD, a company with extraordinary momentum, powered by a leadership team that has flawlessly executed the development of the now-iconic Côté Gold Mine,"

Renaud Adams, President and Chief Executive Officer of IAMGOLD, noted that

"the combined assets begin to define a conceptual project that complements both the scale and timing of our Côté Gold Mine and its forthcoming expansion."

IAMGOLD maintains a liquidity position exceeding US$600 million, including US$224 million in cash and equivalents. IAMGOLD shares trade on both the New York Stock Exchange and Toronto Stock Exchange, with higher trading volumes than Northern Superior shares. With ownership of Nelligan and Monster Lake properties, IAMGOLD will control a consolidated land position in the Chibougamau district. Northern Superior shareholders will retain their proportional interest in ONGold's Northern Ontario and Manitoba exploration projects.

Transaction Approval Process and Timeline

The transaction requires approval by 66⅔% of votes cast by Northern Superior shareholders at a special meeting expected in December 2025. A simple majority of votes cast, excluding votes from certain directors and management, must also approve the arrangement. Directors and senior management of Northern Superior, holding approximately 23% of outstanding shares, have entered into voting and support agreements to vote in favour of the transaction.

Northern Superior's Board of Directors appointed a special committee of independent directors to evaluate the transaction. The special committee and the full board unanimously determined the transaction is in the best interests of Northern Superior and recommend shareholders vote in favour. Cormark Securities provided a fairness opinion to the board, while Beacon Securities, the independent financial adviser to the special committee, provided a separate fairness opinion. Beacon Securities' fee structure includes no contingent component based on transaction completion.

The arrangement requires court approval and satisfaction of customary closing conditions, including regulatory and stock exchange approvals. The agreement includes fiduciary-out provisions, non-solicitation covenants, and matching rights for IAMGOLD. Subject to approvals and conditions, the transaction is expected to close in December 2025 or January 2026. Upon closing, Northern Superior shares will be delisted from the TSX Venture Exchange and the company will cease to be a reporting issuer under Canadian securities laws.

Next Steps

Northern Superior will mail meeting materials to shareholders in the coming weeks detailing the transaction terms and voting procedures. Shareholders will vote at the special meeting in December 2025. Following shareholder approval, the company will seek court sanction and satisfy remaining closing conditions. The transaction is scheduled to close in December 2025 or January 2026, at which point Northern Superior shareholders will receive IAMGOLD shares, cash consideration, and their proportional ONGold share distribution.

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