Announcement • Dec 19
IAMGOLD Corporation (TSX:IMG) completed the acquisition of Northern Superior Resources Inc. (TSXV:SUP) from Michael Gentile and others. IAMGOLD Corporation (TSX:IMG) entered into a definitive arrangement agreement to acquire Northern Superior Resources Inc. (TSXV:SUP) from Michael Gentile and others for approximately CAD 360 million on October 19, 2025. Pursuant to the Agreement, Northern Superior's shareholders will receive 0.0991 of an IAMGOLD common share ("IAMGOLD Shares") and CAD 0.19 in cash for each common share of Northern Superior ("Northern Superior Share"). This implies total consideration of CAD 2.05 per Northern Superior Share, a total transaction value of approximately CAD 375 million. In addition to the Acquisition, all common shares of ONGold Resources Ltd. (“ONGold”) (TSXV: ONAU) (OTCQB: ONGRF) held by Northern Superior (the “ONGold Shares”) will be distributed to the Northern Superior shareholders on a pro rata basis immediately prior to the closing of the Acquisition (the “ONGold Distribution”). Upon completion of the Transaction, it is expected that existing IAMGOLD and Northern Superior shareholders will own approximately 97% and 3% of the pro forma company, respectively. Funds sufficient to satisfy the completion of the transaction will be available to the IAMGOLD Corporation through available cash on hand. 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. Additionally, a break fee in the amount of CAD 12 million is payable to IAMGOLD by Northern Superior in certain circumstances if the Transaction is not completed.
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% 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% 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. As of December 15, 2025, Northern Superior has obtained a final order from the Supreme Court of British Columbia approving the deal. The transaction is expected to close on December 19, 2025.
National Bank Capital Markets is acting as financial advisor, Laurentian Bank Securities Inc. as special advisor, and Paul Raymond and Heidi Reinhart of Norton Rose Fulbright Canada LLP as legal advisor to IAMGOLD in connection with the transaction. Cormark Securities Inc. acted as financial advisor and fairness opinion provider to Northern Superior. Beacon Securities Limited acted as financial advisor and fairness opinion provider to the special committee of Northern Superior board of directors. Canaccord Genuity Corp. is acting as co-advisor to Northern Superior. Nicolas Morin and Andrew Mihalik of Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Northern Superior. Computershare Investor Services Inc. acted as depositary bank and transfer agent to Northern Superior.
IAMGOLD Corporation (TSX:IMG) completed the acquisition of Northern Superior Resources Inc. (TSXV:SUP) from Michael Gentile and others December 19, 2025. Announcement • Oct 21
IAMGOLD Corporation (TSX:IMG) entered into a definitive arrangement agreement to acquire Northern Superior Resources Inc. (TSXV:SUP) for approximately CAD 350 million. IAMGOLD Corporation (TSX:IMG) entered into a definitive arrangement agreement to acquire Northern Superior Resources Inc. (TSXV:SUP) for approximately CAD 350 million on October 20, 2025. Pursuant to the Agreement, Northern Superior's shareholders will receive 0.0991 of an IAMGOLD common share ("IAMGOLD Shares") and CAD 0.19 in cash for each common share of Northern Superior ("Northern Superior Share"). This implies total consideration of CAD 2.05 per Northern Superior Share, a total transaction value of approximately CAD 375 million. In addition to the Acquisition, all common shares of ONGold Resources Ltd. (“ONGold”) (TSXV: ONAU) (OTCQB: ONGRF) held by Northern Superior (the “ONGold Shares”) will be distributed to the Northern Superior shareholders on a pro rata basis immediately prior to the closing of the Acquisition (the “ONGold Distribution”). Upon completion of the Transaction, it is expected that existing IAMGOLD and Northern Superior shareholders will own approximately 97% and 3% of the pro forma company, respectively. 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. Additionally, a break fee in the amount of CAD 12 million is payable to IAMGOLD by Northern Superior in certain circumstances if the Transaction is not completed. 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% 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% 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.
National Bank Capital Markets is acting as financial advisor, Laurentian Bank Securities Inc. as special advisor, and Norton Rose Fulbright Canada LLP as legal advisor to IAMGOLD in connection with the Transaction. Cormark Securities Inc. is acting as lead advisor and Canaccord Genuity Corp. is acting as co-advisor to Northern Superior. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Northern Superior. Recent Insider Transactions Derivative • Aug 03
Independent Director exercised options to buy CA$314k worth of stock. On the 28th of July, Michael Gentile exercised options to buy 275k shares at a strike price of around CA$0.34, costing a total of CA$94k. This transaction amounted to 1.4% of their direct individual holding at the time of the trade. Since December 2024, Michael has owned 19.71m shares directly. This was the only transaction from an insider over the last 12 months.