Mr. Renaud Adams reports
IAMGOLD AGREES TO ACQUIRE NORTHERN SUPERIOR CONSOLIDATING A PREMIER MINING JURISDICTION
Iamgold Corp. has entered into a definitive arrangement agreement whereby Iamgold will acquire all of the issued and outstanding shares of Northern Superior Resources Inc. by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). All monetary amounts are expressed in United States dollars, unless otherwise indicated.
The transaction will consolidate Northern Superior's significant land package and notable deposits, including Philibert, Chevrier and Croteau, with Iamgold's Nelligan and Monster Lake projects. The combined assets, together the Nelligan mining complex, will rank as one of the largest preproduction gold camps in Canada with measured and indicated mineral resources of 3.75 million ounces of gold (Moz Au) and inferred mineral resources of 8.65 Moz Au. The close proximity of the primary deposits to each other supports the conceptual vision of a central processing facility being fed from multiple ore sources within a 17-kilometre radius.
Pursuant to the agreement, Northern Superior's shareholders will receive 0.0991 of an Iamgold common share and 19 Canadian cents in cash for each common share of Northern Superior. This implies total consideration of $2.05 (Canadian) per Northern Superior share, a total transaction value of approximately $267.4-million and represents a premium of 27.4 per cent based on the 20-day volume-weighted average price (VWAP) of Iamgold on the Toronto Stock Exchange (TSX) and Northern Superior on the TSX Venture Exchange as at Oct. 17, 2025. The transaction will also include a concurrent distribution to Northern Superior's shareholders of all the common shares in the capital of ONGold Resources Ltd. currently held by Northern Superior.
Upon completion of the transaction, it is expected that existing Iamgold and Northern Superior shareholders will own approximately 97 per cent and 3 per cent of the pro forma company, respectively.
Highlights of the transaction
- More than doubles Iamgold's landholding in the district with the addition of 70,636 hectares of claims. The transaction consolidates a significant land position, comprising over 109,000 hectares (ha) in the Chibougamau district, a rapidly growing premier mining jurisdiction in Quebec, Canada.
- Combines Iamgold's Nelligan and Monster Lake projects with Northern Superior's Philibert, Chevrier and Croteau projects, creating the Nelligan mining complex. The Nelligan mining complex is estimated to host measured and indicated mineral resources of 3.75 Moz (million ounces) Au and inferred mineral resources of 8.65 Moz Au, positioning it as the fourth-largest preproduction gold camp in Canada.
- The Philibert project is located nine kilometres northeast of Nelligan and 12 kilometres southeast of Monster Lake. The close proximity of these primary deposits supports the conceptual vision of a central processing facility being fed from multiple ore sources within the region.
- Provides a notable premium to Northern Superior shareholders of 27.4 per cent based on the 20-day VWAP (volume-weighted average price) of Iamgold on the Toronto Stock Exchange and Northern Superior on the TSX Venture Exchange, as at Oct. 17, 2025.
- The inclusion of share consideration provides Northern Superior shareholders the opportunity to participate in the future upside potential the Nelligan mining complex and Iamgold, as the company establishes itself as a leading mid-tier gold producer that is well positioned to generate significant cash flows and unlock meaningful value via the growth potential of its Canadian portfolio.
"The addition of Northern Superior's assets to Iamgold's Nelligan mining complex in the Chibougamau region of Quebec is extremely exciting for Iamgold, the region and our mutual shareholders," said Renaud Adams, president and chief executive officer of Iamgold. "This acquisition aligns with our strategy to become a leading Canadian-focused mid-tier gold producer, bolstering our organic pipeline in Quebec where we have maintained a long-standing presence. Further, the combined assets begin to define a conceptual project that complements both the scale and timing of our Cote gold mine and its forthcoming expansion. We look forward to accelerating our exploration program in the region with a goal of further expansion and extension of the mineralization at Nelligan, Philibert and Monster Lake -- making the Nelligan mining complex already near the top undeveloped projects in mining-friendly Quebec and Canada."
Note: Philibert is subject to an option to acquire the remaining 25 per cent from SOQUEM for a cash payment of $3.5-million (Canadian).
Transaction conditions and timing
Directors and officers of Northern Superior have entered into voting support agreements pursuant to which they have agreed to vote in favour of the transaction.
Full details of the transaction will be included in a management information circular of Northern Superior that is expected to be mailed to Northern Superior shareholders in early November, 2025. The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of at least 66.67 per cent of votes cast by Northern Superior shareholders present in person or represented by proxy at a special meeting of Northern Superior shareholders and, if required, more than 50 per cent of the votes cast by disinterested Northern Superior shareholders at a special meeting of Northern Superior's shareholders.
In addition to shareholder and court approvals, the transaction is subject to applicable stock exchange approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. The transaction is expected to close in the fourth quarter of 2025 or first quarter of 2026.
Further details of the transaction are set out in the agreement and the circular, both of which will be made available on Northern Superior's SEDAR+ profile.
Advisers and counsel
National Bank Capital Markets is acting as financial adviser, Laurentian Bank Securities Inc. as special adviser and Norton Rose Fulbright Canada LLP as legal adviser to Iamgold in connection with the transaction.
Qualified person and technical information
The technical information in the news release pertaining to Iamgold was reviewed and approved by Marie-France Bugnon, PGeo, vice-president, exploration, for Iamgold, who is a qualified person (QP), as defined under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, with respect to the technical information being reported on in this news release. The technical information has been included herein with the consent and prior review of Ms. Bugnon.
The technical content pertaining to Northern Superior contained in this news release has been prepared in accordance with NI 43-101 and has been reviewed and approved by Melanie Pichon, PGeo, senior geologist, for Northern Superior. Ms. Pichon is a qualified person under NI 43-101 and is not considered independent.
About Iamgold Corp.
Iamgold is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa, including Cote Gold (Canada), Westwood (Canada) and Essakane (Burkina Faso). The Cote gold mine achieved full nameplate in June, 2025, and has the potential to be among the largest gold mines in Canada. Iamgold operates Cote in partnership with Sumitomo Metal Mining Co. Ltd. In addition, the company has an established portfolio of early stage and advanced exploration projects within high-potential mining districts. Iamgold employs approximately 3,700 people and is committed to maintaining its culture of accountable mining through high standards of environmental, social and governance practices. Iamgold is listed on the New York Stock Exchange (NYSE: IAG) and the Toronto Stock Exchange (TSX: IMG).
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