Northern Superior Announces Spinout Transaction FOR Ontario Assets, Including the District Scale Tpk Project
NORTHERN SUPERIOR RESOURCES INC.
TSX-V: SUP │ OTCQX: NSUPF
Press Release
For immediate release
NORTHERN SUPERIOR ANNOUNCES SPINOUT TRANSACTION FOR ONTARIO
ASSETS, INCLUDING THE DISTRICT SCALE TPK PROJECT
Not for distribution to United States newswire services or for release, publication, distribution, or dissemination,
directly or indirectly, in whole or in part, in or into the United States. Unless otherwise noted, references to “$” or
dollars in this press release are to Canadian dollars.
Toronto, Ontario, Canada, July 10, 2023 - Northern Superior Resources Inc. ("Northern Superior" or the
“Company”) (TSXV: SUP) (OTCQX: NSUPF) and 1348515 B.C. LTD. (“ BCCo”), a reporting issuer in the
Provinces of British Columbia and Alberta, are pleased to announce that they have entered into a binding
letter agreement dated as of July 10, 2023 (the “Letter Agreement”). The Letter Agreement outlines the
proposed terms and conditions upon which Northern Superior will sell all of its exploration properties
located in the Province of Ontario, being the Ti-pa-haa-kaa-ning Project (the “TPK Project”), the October
Gold Property (“October Gold”), as well as certain other exploration properties (collectively, the “Spin-
Out Assets”) to BCCo in consideration for common shares of BCCo (the “Proposed Transaction”).
Simon Marcotte, President and Chief Executive Officer of Northern Superior , commented: “This
transaction will provide a dedicated company, including capital and a management team, to advance our
Ontario assets, particularly the highly prospective district scale TPK Project. The geological potential is
certainly world class, evidenced by previous results, the various companies operating in the vicinity, and
considerable global attention to the vast mineral potential of this area. Northern Superior has continued
to advance targeting efforts through the compilation of the robust exploration database and stands ready
to launch a program on completion of the transaction.”
He added, “As Northern Superior will remain the largest shareholder of this spin-out company, not only
will the shareholders of Northern Superior will reap significant benefits from the exploration success, but
it also emphasizes the considerable undervaluation of our rapidly progressing Québec assets.”
Rodney Barber, Senior Vice -President Exploration of Northern Superior and proposed President of the
new company, commented: “Each of these projects represent dis trict-scale exploration opportunities in
areas of significant geological potential. The work completed by the exploration teams at Northern
Superior leaves us with first class assets in Ontario, a Tier-1 mining jurisdiction. I look forward to working
with the local First Nation communities and all other stakeholders.”
Terms of the Proposed Transaction
The Proposed Transaction is anticipated to be carried out as a purchase and sale of the Spin-Out Assets to
BCCo. In consideration therefor, BCCo shall issue 35,686,686 common shares of BCCo, with a deemed
value of approximately $18.2 million based on the Subscription Receipt offering price of $0.51 per share,
to Northern Superior, which shall represent approximately 72.5% of the issued and outstanding common
NORTHERN SUPERIOR RESOURCES INC.
TSX-V: SUP │ OTCQX: NSUPF
shares of BCCo following completion of the Proposed Transaction and assuming the Concurrent Private
Placements (as defined below) are completed for aggregate gross proceeds of $ 5 million. Completion of
the Proposed Tra nsaction is subject to a number of conditions, including, without limitation, the
completion of the Concurrent Private Placements, the completion of technical reports in respect of the
TPK Project and the October Project in accordance with National Instrum ent 43 -101 – Standards of
Disclosure for Mineral Projects, receipt of all necessary third party and regulatory approvals, conditional
listing approval to list the common shares of BCCo (as it exists upon completion of the Proposed
Transaction, the “Resulting Issuer”) on the TSX Venture Exchange or Cboe Canada (such exchange, the
"Exchange"), BCCo changing its name to “Superior Minerals Inc.” or such other name as may be acceptable
to applicable regulatory authorities and if determined necessary according to applicable law or by
Northern Superior, and replacing all directors and officers on closing of the Proposed Transaction as
directed by Northern Superior at its sole discretion.
The Proposed Transaction is an arm’s lengt h transaction pursuant to the policies of the TSX Venture
Exchange (the “TSXV”).
Concurrent Private Placements
As a condition to the Proposed Transaction, BCCo shall complete a non -brokered private placement of
subscription receipts (each a "Subscription Receipt") at a price of $0.51 per Subscription Receipt for
minimum gross proceeds of $3,000,000 (the " Subscription Receipt Private Placement "), which ha ve
already been committed. Each Subscription Receipt issued would be convertible, for no additional
consideration, into one common share of BCCo. The gross proceeds (the "Escrowed Proceeds") from the
sale of the Subscription Receipts will be held in escrow pending the satisfaction of the escrow release
conditions set out below (the " Escrow Release Conditions") immediately prior to the completion of the
Proposed Transaction. The Escrow Release Conditions will provide for the following to occur on or prior
to December 31, 2023, unless BCCo or Northern Superior have provided an election notice extending such
deadline to March 31, 2024 (the “Escrow Release Deadline”):
a) the satisfaction or waiver of all conditions precedent to the completion of the Proposed
Transaction, other than the release of the Escrowed Proceeds, including, without limitation, the
conditional approval of the Exchange for the listing of the common shares of the Resulting Issuer;
b) the receipt of all regulatory, shareholder and third -party approvals, if a ny, required by BCCo
and/or Northern Superior in connection with the Proposed Transaction; and
c) BCCo and Northern Superior having delivered a direction to the escrow agent confirming that the
conditions set forth above have been met or waived.
If (i) the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or (ii) prior
to the Escrow Release Deadline BCCo announces to the public that it does not intend to satisfy the Escrow
Release Conditions, then (a) Escrowed Proceeds shall be returned to the holders of the Subscription
Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action on
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the part of the holders, and (b) the interest and other income earned on the Escrowed Proceeds shall be
paid to Northern Superior.
In connection with the Proposed Transaction, a newly incorporated wholly -owned subsidiary of BCCo
(“SubCo”) may complete a private placement offering of common shares (“SubCo Shares”) at a price per
share that is equal to or greater than $0.51 (the “ Share Private Placement ; together with the
Subscription Receipt Private Placement, the “Concurrent Private Placements”). Upon the completion of
the Proposed Transaction, each SubCo Share will be exchanged for one common share of BCCo.
The net proceeds from the Concurrent Private Placements will be used by the Resulting Issuer for
exploration and development of the Spin -Out Assets as well as general corporate purposes. BCCo and
SubCo may pay cash finder’s fees in connection with, respectively, the Subscription Receipt Private
Placement and the Share Private Placement.
The Subscription Receipts and SubCo Shares will be offered for sale to purchasers in: (i) all of the provinces
and territories of Canada as agreed upon between BCCo and Northern Superior , pursuant to available
private placement exemptions; (ii) the United States on a private placement basis pursuant to available
exemptions from the registration requirements under the United Stat es Securities Act of 1933 , as
amended; and (iii) offshore jurisdictions pursuant to available prospectus or registration exemptions in
accordance with applicable laws.
The Assets
Ti-pa-haa-kaa-ning (the TPK Project)
The TPK Project, a gold-silver-copper mineral exploration property, is located in northwestern Ontario and
comprised of 2,431 post -conversion cell claims covering an area of 47,796 hectares within a highly
favourable geological setting. The project hosts two large independe nt mineralized systems and is
situated in Nibinamik First Nation and Neskantaga First Nation traditional territories.
NORTHERN SUPERIOR RESOURCES INC.
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Big Dam and New Growth Areas
The first gold-bearing area is contained within the Big Dam and New Growth areas of the property and is
a laterally extensive mineralized shear system stretching 35 km across the southern portion of the
property. One of North America’s largest gold grain-in-till dispersal aprons extends from this area.
Exploration Highlights in Big Dam Area
• Discovery and definition of the gold grain-in-till dispersal apron: defined as 6 km wide by 11.5 km
long, with gold grain-in-till anomalies up to 1,263 grains per 10 kilogram till sample (see Northern
Superior Resources press release dated May 15, 2019).
• Discovery of several gold -bearing boulder dispersal trains returning gold assay values of up to
94.21 g/t Au.
• Discovery of significant gold-bearing mineralization:
o Drill hole TPK-10-004 returned 25.9 g/t Au over 13.5 m, including 46.0 g/t Au over 0.5 m,
139.4 g/t Au over 1.7 m, 749.0 g/t Au over 0.3 m and 127.0 g/t Au over 0.7 m (see
Northern Superior Resources press release dated February 27, 2018);
o Drill hole TPK-11-013 returned 4.74 g/t Au over 6.8 m, including 15.52 g/t Au over 1.50
m and 33.90g/t Au over 0.50m (see Northern Superior press release dated April 13,
2011); and
o Drill hole TPK-13-030 intersected 59.60 g/t Au, 92.30 g/t Ag and 3.19% Cu over 0.50 m.
• Discovery of eight gold-bearing shear and alteration zones, hosting up to 20 metres wide intervals
of anomalous gold values within envelopes of alteration and/or shearing within the Freure Lake
Batholith (see Northern Superior Resources press release dated May 15, 2019).
NORTHERN SUPERIOR RESOURCES INC.
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Annex Area
The second gold-bearing system is contained within the Annex area of the property. This system is defined
by a gold grain-in-till dispersal corridor.
Exploration Highlights in Annex Area
• Mineralized boulders returned assay values of up to 727 g/t gold, 111 g/t silver, 4.1% copper (see
Northern Superior Resources press release dated June 25, 2012).
• Drill hole NG-12-003C returned grades of up to 4.62 g/t gold over 5.5 m, including 20.8 g/t Au
over 1.0 m (see Northern Superior Resources press releases dated June 25 and 26, 2012).
• Drill hole NG -12-005C intersected 13.40 g/t Au over 1.90 m (see Northern Superior Resources
press releases dated June 25 and June 26, 2012).
Out of the 2,431 post-conversion cell claims, five claims in the Big Dam area are subject to a 1.5% N et
Smelter Royalty (“NSR”), payable to Vale Inco, to a maximum of $2.5M. A further 13 claims are subject to
a 1.5% NSR on diamonds only, payable to Vale Inco, to a maximum of $2.5M. Lastly, certain claims in the
Big Dam area are subject to a 2% NSR payable to Lake Shore Gold (now Pan American Silver Corp.) on all
minerals produced from TPK, with Northern Superior having the right of first refusal to purchase back one
quarter of the NSR (0.5%) for $1,000,000.
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October Gold Project
The October Gold Project is a district scale property consisting of 1,281 claims covering an area of 265 km2
located in northeastern Ontario, 105 km southwest of Timmins and within the Swayze Greenstone Belt.
The property is accessible via an all -season highway and network of forestry roads. This property is
situated approximately 35 km northwest of IAMGOLD Corporation’s Côté Lake project and approximately
50 km southeast of Newmont Corporation’s Borden Lake mine. The project was acquired by Northern
Superior in 2022, as part of the acquisition of Genesis Metals Corp.
The October Gold Project is in the traditional territory of the Flying Post and the Chapleau Cree First
Nations. The October Gold property is thought to occur on a western extension of the Cadillac-Larder Lake
break, straddling an approximate 15 km portion of the Ridout Deformation zone. Aside from a favorable
structural association for gold mineralization, a proximity to an operating gold mine, and a second mine
in development, evidence for economic gold potential associated with the property includes widespread
anomalous gold values from surface sam pling (up to 11.5 g/t, obtained by N orthern Superior), previous
diamond drilling, and two strong gold soil gas hydrocarbon anomalies (1.5 km x 3.0 km and 2.0 km by 2.0
km).
In October 2021, a multifaceted exploration program was undertaken to define drill targets including: i)
initial geological mapping, ii) prospecting, iii) rock sampling and channel sampling program , iv) property
wide LiDAR survey , v) surficial (Quaternary) geological mapping , vi) orientation biogeochemical and
geochemical survey, and vii) a detailed property wide helicopter magnetic survey.
From August to October 2022, reconnaissance geological mapping and prospecting were carried out by
Northern Superior. Anomalous gold values up to 0.65 g/t were found in three new areas and the historic
Woman River Showing was located and sampled, yielding assays up to 11.5 g/t Au. Also, grab samples
from the southwestern part of the property assayed up to 0.55 g/t Au, 1,650 ppm Cu and 4,100 ppm Zn,
in separate samples. These results suggest the propert y is prospective for both gold and base metal
deposits. Consequently, ground magnetometer surveys were completed in two areas: the South Benton
grid for 176.45 line km and the Mallard West grid, for 132.55 lin e km. In addition, 4 diamond drill holes
were drilled, for a total of 853 metres to better understand the geology around the Ridout Deformation
Zone. Although intervals of sericite and silica alteration and pyrite mineralization were encountered, no
significant gold assays were returned.
NORTHERN SUPERIOR RESOURCES INC.
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New Board and Management
Upon closing of the Transactions, the board of directors and management of BCCo will be reconstituted as
follows in place of the current directors and officers of BCCo:
• Thomas Morris, Chairman
• Rodney Barber, President
• Jeannine Webb, Chief Financial Officer
• Dan Rothberg, Corporate Secretary
• David Beilhartz, Director
• Tom Gallo, Director
• Michael Gentile, Director
• David Medilek, Director
NORTHERN SUPERIOR RESOURCES INC.
TSX-V: SUP │ OTCQX: NSUPF
Thomas Morris, Chairman
Dr. Morris is a registered, Professional Geoscientist with over 40 years of experience, successfully
managing a variety of exploration programs for provincial and federal governments, private sector and
publicly traded companies. Under his management, Northern Superior was recognized as one of the top
50 companies listed on the TSX -V (2011), was awarded the Ontario Business Achievement Award for
Corporate Governance (2011), was awarded the Québec Prospector of the Year Award by the Association
de L’Explorat ion Minière du Québec (2012 ) and attained Progressive Aboriginal Relations “Par
Committed” status from the Canadian Counsel for Aboriginal Business (2013, 2014). Dr. Morris has also
obtained the Institute of Corporate Directors (ICD.D) designation.
Rodney Barber, President
Mr. Barber is a registered Professional Geoscientist with over 35 years of exploration and mining
experience, mostly focused on gold. He has extensive experience throughout Ontario and Quebec. He
joined Williams Operating Corporation (n ow Barrick -Hemlo) in 2000, holding various positions of
increasing responsibilities. As head of the Geology Department, he led a team that discovered and defined
over 4.5 million ounces of gold reserves and resources. Mr. Barber joined Northern Superior Resources in
2021 as Vice President Exploration. He is also a director of Tashota Resources Inc. and Trojan Gold Inc.
David Beilhartz, Director
David Beilhartz , B.Sc., is a registered Professional Geoscientist with almost 40 years of experience in
mineral exploration. Most recently, Mr. Beilhartz has been providing consulting services to several mining
companies on a contract basis. From 2014 to 2015, he served as VP Exploration for Kerr Mines Inc. From
2010 to 2012, he served as VP Exploration for Trelawney Mining and Exploration Inc. and from 2007 –
2008 he was VP Exploration at Lake Shore Gold Corp. In 2011 Mr. Beilhartz and Trelawney Mining were
awarded the Ontario prospector of the year award for the discovery of the Cote’ Gold deposit.
Tom Gallo, Director
Mr. Gallo has over 10 years of experience in the mining industry as an Executive, Geologist and Research
Analyst. He is currently Senior Vice President, Growth for Calibre Mining, a multi asset gold producer. Prior
to joining the Calibre team, Mr. Gallo was Vice President Equity Research at Canaccord Genuity, where he
covered a variety of small cap mining companies in the precious metal sector. In 2020 Mr. Gallo was
ranked in the top five Canadian equity analysts by TipRanks Market Research. Mr. Gallo holds a Bachelor
of Science degree from the University of Western Ontario.