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Toronto, Ontario, Canada, October 20, 2023 – Northern Superior Resources Inc.(“Northern Superior” or the “Company”) (TSXV: SUP) (OTCQX: NSUPF) advises that the 2023 Annual General Meeting of the Company’s shareholders will be held on November 22, 2023, via telephone conference call (the “Meeting”). Advance notice of the Meeting was filed on SEDAR+ on September 21, 2023.
Meeting materials including a Notice, Management Information Circular and form of Proxy for the Meeting will be mailed on October 24, 2023, to the shareholders of record on October 16, 2023. Concurrently with the mailing, all Meeting materials will be filed on SEDAR+ (www.sedarplus.ca) and will also be posted on the Company’s website (https://nsuperior.com/invest/).
The Meeting is being held inter alia for the following purposes: (i) to receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2022 and the auditors’ report thereon, (ii) to fix the number of directors to be elected for the ensuing year at seven (7) and to elect directors of the Company for the ensuing year, (iii) to re-appoint PricewaterhouseCoopers LLP as auditors for the Company for the ensuing year and authorize the Directors to fix the auditors’ remuneration (iv) to consider and if deemed appropriate, to re-approve, with or without variation, the Company’s 2022 Equity Incentive Plan, (v) to consider and if deemed appropriate, to approve an extension to the expiry date of 1,260,000 outstanding stock options held by certain directors and officers of the Company (the “Impacted Options”); and (vi) to transact such other business as may properly come before the Meeting or any adjournment.
The Impacted Options were granted to certain directors and officers with an exercise price of $0.55 per Impacted Option in replacement of previously granted stock options to acquire common shares of Royal Fox Gold Inc. (“Royal Fox”) following the closing of the Company’s acquisition of Royal Fox, and are set to expire on November 4, 2023, as per the terms of the arrangement agreement dated September 6, 2022 between Royal Fox and the Company (the “Arrangement Agreement”) (a copy of the Arrangement Agreement can be found on SEDAR+ (www.sedarplus.ca) under the Company’s profile). It is proposed to extend the term of the Impacted Options to June 10, 2026 (for 1,200,000 Impacted Options) and July 19, 2026 (for 60,000 Impacted Options), which would be in line with the maturity date of the Royal Fox options originally issued.
On October 19, 2023, the board of directors of the Company, excluding those directors holding Impacted Options, approved a resolution to extend the terms of the Impacted Options to coincide with the original expiry date(s) of the corresponding Royal Fox options (the “Proposed Option Extension”).
At the Meeting, shareholders of the Company excluding officers and directors holding Impacted Options will be asked to approve an ordinary resolution approving the Proposed Option Extension. For a breakdown of the Impacted Options held by each officer and director, please refer to the Company’s management information circular available on SEDAR+ (www.sedarplus.ca) under the Company’s profile. The Proposed Option Extension is deemed to be “related party transactions” as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation and minority approval requirements for related party transactions pursuant to Subsection 5.5(b) and Subsection 5.7(a) of MI 61-101, respectively.
About Northern Superior Resources Inc.
Northern Superior is a gold exploration company focused on the Chibougamau Camp in Québec, Canada. The Company has consolidated the largest land package in the region, with total land holdings currently exceeding 62,000 hectares. The main properties include Philibert, Lac Surprise, Chevrier and Croteau. Northern Superior also owns significant exploration assets in Northern Ontario highlighted by the district scale TPK Project.
The Philibert Project is located 9 km from IAMGOLD Corporation’s Nelligan Gold project which was awarded the “Discovery of the Year” by the Québec Mineral Exploration Association (AEMQ) in 2019. Philibert host a new maiden 43-101 inferred resource of 1,708,800 ounces Au and an indicated resource of 278,900 ounces of Au. Northern Superior holds a majority stake of 75% in the Philibert Project, with the remaining 25% owned by SOQUEM, and retains an option to acquire the full 100% ownership of the project. Chevrier hosts an inferred mineral resource of 652,000 ounces Au (underground and open pit) and an indicated mineral resource of 260,000 ounces Au. Croteau hosts an inferred mineral resource of 640,000 ounces Au. Lac Surprise hosts the Falcon Zone Discovery, interpreted to be the western strike extension of IAMGOLD Corporation’s Nelligan Deposit.
Northern Superior is a reporting issuer in British Columbia, Alberta, Ontario and Québec, and trades on the TSX Venture Exchange under the symbol SUP and the OTCQB Venture Market under the symbol NSUPF. For further information, please refer to the Company’s website at www.nsuperior.com or on SEDAR+ (www.sedarplus.ca).
Northern Superior Resources Inc. on Behalf of the Board of Directors
Simon Marcotte, CFA, President and Chief Executive Officer
 Northern Superior announces 1,708,809 gold ounces in inferred category and 278,921 gold ounces in indicated category at 1.10 g/t in maiden NI 43-101 pit constrained resource estimate at Philibert; Northern Superior Resources Inc. press release dated August 08, 2023.
 NI 43-101 Technical Report Mineral Resource Estimation for the Chevrier Main Deposit, Chevrier Project Chibougamau, Quebec, Canada, October 20, 2021, Prepared in accordance with National Instrument 43-101 by Lions Gate Geological Consulting Inc. IOS Services Géoscientifiques Inc. for Northern Superior Resources Inc.
 Chalice Gold Mines Limited and Northern Superior Resources Inc. Technical Report on the Croteau Est Gold Project, Québec, September 2015, Prepared in accordance with National Instrument 43-101 by Optiro Pty Ltd (“Optiro”) to Chalice Gold Mines Limited and Northern Superior Resources Inc.
Simon Marcotte, CFA
President and Chief Executive Officer
Tel: (647) 801-7273
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release. The information in this news release about the proposed transaction; and any other information herein that is not a historical fact may be “forward-looking information”. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “interpreted”, “management’s view”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward- looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of Northern Superior and BCCo, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the ability of the parties to execute the proposed transaction. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and prospective purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither party nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Neither party undertakes, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.