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Printmgr File No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold in the United States, as such term is defined in Regulation S under the U.S. Securities Act, unless pursuant to an exemption therefrom. See “Plan of Distribution”. PROSPECTUS Initial Public Offering February 15, 2017 $28,450,000 28,450,000 COMMON SHARES ISSUED FROM TREASURY AND 32,600,000 COMMON SHARES ISSUABLE ON DEEMED EXERCISE OF OUTSTANDING SPECIAL WARRANTS This prospectus is being filed by Superior Gold Inc. (“Superior” or the “Corporation”) to qualify the distribution (the “Offering”) of up to 28,450,000 common shares in the capital of the Corporation (the “Treasury Shares”) to be issued at a price of $1.00 per Treasury Share (the “Offering Price”) for gross proceeds of up to $28,450,000. The Treasury Shares will be offered for sale on a “best efforts” agency basis pursuant to the terms and conditions of an agency agreement (the “Agency Agreement”) dated February 15, 2017 by and among the Corporation, GMP Securities L.P. (“GMP”), acting as lead agent, and BMO Nesbitt Burns Inc., Cormark Securities Inc., Haywood Securities Inc., TD Securities Inc. and Sprott Private Wealth LP (collectively, the “Agents”). The Offering Price for the Treasury Shares was determined by negotiation between the Corporation and GMP, on behalf of the Agents, in the context of the market. Price: $1.00 per Treasury Share Proceeds to Offering Price Agents’ Fee(1) the Corporation(2)(3) Per Treasury Share .............................................. $1.00 $0.06 $0.94 Total(3) ........................................................ $28,450,000 $1,707,000 $26,743,000 Notes: (1) Pursuant to the terms and conditions of the Agency Agreement, the Corporation has agreed to pay the Agents a cash commission (the “Agents’ Fee”) equal to 6.0% of the gross proceeds received by the Corporation from the Offering. The Corporation has also agreed to issue to the Agents broker warrants of the Corporation (the “Offering Broker Warrants”) entitling the Agents to acquire at the Offering Price up to that number of common shares in the capital of the Corporation (the “Offering Broker Shares”) as is equal to 3.0% of the total number of Treasury Shares sold under the Offering, including under the Over-Allotment Option (as defined herein), but excluding such number of Treasury Shares equal to the quotient obtained by dividing the Consideration Payment (as defined herein) by the Offering Price, at any time and from time to time for up to 24 months from the Closing Date (as defined herein). See ‘‘Plan of Distribution.” (2) After deducting the Agents’ Fee, but before deducting expenses of the Offering, which are estimated to be $1,500,000, which the Corporation will pay from the proceeds of the Offering. (3) The Corporation has granted to the Agents an over-allotment option (the “Over-Allotment Option”) to offer for sale up to an additional number of Treasury Shares representing 15% of the number of Treasury Shares sold under the Offering at the Offering Price. The Over-Allotment Option is exercisable, in whole or in part, at any time after the Closing Date up to 30 days following the Closing Date to cover over-allotments, if any, and for market stabilization purposes. If the Agents exercise the Over-Allotment Option relating to the Treasury Shares in full, the total Offering Price, Agents’ Fee and Proceeds to the Corporation (excluding expenses of the Offering) will be $32,717,500, $1,963,050 and $30,754,450, respectively. This prospectus also qualifies the grant of the Over-Allotment Option and the distribution of any Treasury Shares, as applicable, issued pursuant to the exercise of the Over-Allotment Option. See “Plan of Distribution”. The following table sets forth the maximum number of options that may be granted by the Corporation to the Agents in connection with the Offering. Number of Agents’ Position(1) Securities Available Exercise Period Exercise Price Over-Allotment Option ....... 4,267,500 30 days from the Closing $1.00 per Treasury Share Date of the Offering Offering Broker Warrants ...... 553,500(2) 24 months from the Closing $1.00 per Offering Date of the Offering Broker Share (1) This prospectus qualifies the grant of the Over-Allotment Option and the grant of the Offering Broker Warrants. See “Plan of Distribution”. (2) If the Agents exercise the Over-Allotment Option relating to the Treasury Shares in full, the total Offering Broker Warrants will be 681,525. Subject to applicable laws in connection with the Offering, the Agents may over-allot or effect transactions which stabilize or maintain the market price of the common shares in the capital of the Corporation (the “Common Shares”) at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”. Unless the context otherwise requires, all references to the “Offering”, the “Treasury Shares”, the “Offering Broker Warrants” and the “Offering Broker Shares” in this prospectus includes all securities issuable assuming the exercise of the Over-Allotment Option. A purchaser that acquires Treasury Shares forming part of the Agents’ over-allocation position acquires the Treasury Shares under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through secondary market purchases. No minimum amount of funds must be raised under the Offering. This means that the Corporation could complete the Offering after raising only a small proportion of the offering amount set out above. The Offering is being conducted on a “best efforts” agency basis by the Agents who conditionally offer the Treasury Shares for sale, if, as and when issued by the Corporation and delivered to and accepted by the Agents, in accordance with the terms and conditions contained in the Agency Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Corporation by Stikeman Elliott LLP and on behalf of the Agents by Cassels Brock & Blackwell LLP. This prospectus also qualifies the distribution of 32,600,000 Common Shares (the “Qualifying Shares”) issuable (for no additional consideration) upon the deemed exercise (without any further action by the holder thereof) of 32,600,000 previously issued special warrants of the Corporation (the “Special Warrants”), which were issued upon the automatic exercise of 32,600,000 subscription receipts of the Corporation (the “Subscription Receipts”) sold by the Corporation pursuant to a private placement (the “Private Placement”) for aggregate gross proceeds of $16,300,000, the net proceeds of which were principally used by the Corporation as partial consideration for its acquisition of the Plutonic Gold Operations from Northern Star Resources Ltd. See “Business of the Corporation”. Price: $0.50 per Subscription Receipt Private Placement Proceeds to Price Agent’s Fee(1) the Corporation(2) Per Subscription Receipt .................................... $ 0.50 $ 0.03 $ 0.47 Total ................................................... $16,300,000 $615,000 $15,685,000 Notes: (1) GMP acted as sole agent (the “Private Placement Agent”) for the Private Placement. Pursuant to the terms and conditions of the agency agreement for the Private Placement, the Private Placement Agent was paid a cash commission equal to 6.0% of the gross proceeds received by the Corporation from the Private Placement, excluding for purposes of this determination the proceeds raised from the sale of Subscription Receipts to subscribers agreed upon by the Corporation and the Private Placement Agent. As part of the consideration for the services rendered by the Private Placement Agent in connection with the Private Placement, the Corporation issued the Private Placement Agent an aggregate of 1,230,000 broker warrants of the Corporation (the “Broker Warrants”). Each Broker Warrant entitles the Private Placement Agent to acquire one Common Share (a “Broker Share”) at $0.50 (being the subscription price of the Private Placement) at any time and from time to time in whole or in part for a period ending the earlier of (a) September 29, 2021; and (b) two years following the Corporation completing an initial public offering of the Common Shares to the public in Canada (an “IPO”). (2) Before deducting expenses of the Private Placement, which were approximately $211,760. The following table sets forth the maximum number of securities that may be issued by the Corporation to the Private Placement Agent in connection with the Private Placement. Maximum Size or Private Placement Number of Agent’s Position Securities Available Exercise Period Exercise Price Broker Warrants ............. 1,230,000 Broker Earlier of September 29, 2021 $0.50 per Broker Share Shares and two years following the Corporation completing an IPO The TSX Venture Exchange (the “Exchange”) has conditionally approved the listing of the Common Shares (including the Treasury Shares, Qualifying Shares, Offering Broker Shares and Broker Shares) under the stock symbol “SGI”, subject to the Corporation fulfilling all of the requirements of the Exchange on or before April 8, 2017. See “Plan of Distribution”. At the date of this prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, a U.S.
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