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Superior Gold investor to receive 18.85 million shares

2017-02-22 21:23 ET - News Release

Ms. Liza Carpene of Northern Star reports

NORTHERN STAR RESOURCES LTD. OWNERSHIP IN SUPERIOR GOLD INC.

In connection with the filing by Superior Gold Inc. of a final prospectus for its initial public offering, Northern Star Resources Ltd. has disclosed its ownership of securities in Superior Gold.

On completion of the initial public offering, based on the information in Superior Gold's final prospectus and assuming that the full amount of common shares offered under the prospectus is sold, Northern Star shall receive 18,859,041 common shares and 14,429,521 share purchase warrants to purchase common shares of Superior Gold. The warrants shall be exercisable at a price of the U.S. equivalent at closing of the IPO of $2 (assuming completion of the IPO at $1 per offered share) for a period of five years from the date of closing of the IPO. The number of securities issuable may be adjusted if the size of the offering is reduced.

The securities represent some of the deferred consideration issuable to Northern Star pursuant to the terms of a sale and purchase agreement between Superior Gold, Billabong Gold Pty. Ltd. (a wholly owned subsidiary of Superior Gold), Northern Star and an affiliate of Northern Star, relating to the sale by Northern Star of the Plutonic gold operations in Western Australia dated Aug. 12, 2016, which was completed on Oct. 11, 2016. The value of the deferred consideration component of the purchase price under the SPA is the greater value of $25-million (Australian) payable in securities or 33 per cent of the securities of Superior Gold if Superior Gold lists within six months of the completion date of the SPA or payable in cash if Superior Gold lists after April 12, 2017. By an amendment to the SPA dated Feb. 9, 2017, the parties to the SPA agreed that the deferred consideration component could comprise: (a) securities comprising no less than 20 per cent of the fully paid shares in Superior Gold at IPO, at Superior Gold's election, and (b) an amount in cash equal to the market value, and the IPO price, of the difference in the number of common shares issuable as a result of the amendment. Accordingly, assuming that the full amount of the IPO offering is raised, in addition to the issue of the securities to Northern Star, a cash payment of $10-million will be paid by Superior Gold to Northern Star on completion of the IPO. In that case, the securities (assuming the warrants have a nominal value) would have a total value of $18.86-million (Australian) (equivalent to $18.86-million) for an effective acquisition price for the common shares of $1 per share.

Northern Star has no other securities in Superior. The securities are being held for investment purposes only and not for the purpose of exercising control or direction over Superior Gold. Northern Star has no current plan or proposal, which relates to, or would result in, acquiring additional ownership or control over securities of Superior Gold (other than the exercise of the warrants). Northern Star may or may not purchase or sell securities of Superior Gold in the future on the open market or in private transactions, depending on market conditions and other factors material to Northern Star's investment decision.

If on closing, the securities are issuable in the numbers aforesaid, the common shares held by Northern Star will represent approximately 20.63 per cent of the issued and outstanding common shares on a non-diluted basis. On a partially diluted basis, assuming exercise of the warrants, Northern Star would own and control 33,288,562 common shares, representing approximately 31.45 per cent of the issued and outstanding common shares.

A copy of the early warning report required to be filed by Northern Star with applicable securities commissions will be filed under Superior Gold's profile on SEDAR, and a copy of the early warning report may also be obtained by contacting Liza Carpene, company secretary of Northern Star, at Level 1, 388 Hay St., Subiaco, Western Australia, 6008, Australia, telephone at 61-8-6188-2151.

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