Superior Plus Corp. Announces $100 Million Bought Deal Offering

TORONTO, ONTARIO--(Marketwired - Oct. 6, 2015) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Superior Plus Corp. ("Superior") (TSX:SPB) announced today that it has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and JP Morgan Securities Canada Inc., under which the underwriters have agreed to purchase from Superior and sell to the public 9,662,000 common shares of Superior (the "Common Shares") at price of $10.35 per share (the "Offer Price") for gross proceeds of $100 million (the "Offering"). Superior has granted the underwriters an option to purchase, in whole or in part, up to an additional 1,449,300 Common Shares at the Offer Price to cover over-allotments, if any, for a period of 30 days following the closing of the Offering (the "Over-Allotment Option"). Gross proceeds will be $115 million if the Over-Allotment Option is exercised in full.

Proceeds from the Offering will be used to reduce indebtedness and for general corporate purposes.

On October 6, 2015, Superior announced that it had entered into an agreement pursuant to which Superior will acquire Canexus Corporation ("Canexus") in an all share transaction (the "Acquisition"). Canexus is a producer of sodium chlorate and chloralkali products mainly serving the pulp and paper, and water treatment industries. It currently operates four plants in Canada and two at one site in Brazil. The consideration to be received by shareholders of Canexus will be 0.153 of a Common Share. The Acquisition is subject to customary conditions for a transaction of this nature, which include court and regulatory approvals and the approval of Canexus' shareholders.

The Acquisition enhances Superior's specialty chemicals business and cost position, and provides growth opportunities for the company. The combination aligns with Superior's core strategy of investing in businesses that generate strong free cash flow and attractive future growth opportunities.

The Common Shares will be offered in all provinces and territories of Canada by way of a short form prospectus. The Offering is subject to the receipt of all necessary regulatory and stock exchange approvals. Closing of the Offering is expected to occur on or about October 28, 2015.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered securities dealers in jurisdictions where the Offering has been qualified for distribution. The common shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended nor any State securities laws, and may not be offered or sold in the United States of America absent such registration or the availability of an exemption from such registration.

About Superior Plus Corp.

Superior consists of three primary operating businesses: Energy Services includes the distribution of propane and distillates, providing fixed-price energy services, and supply portfolio management; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.

Forward-Looking Statements

Certain information included in this press release is forward-looking, within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "could", "estimate", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar words or phrases suggesting future outcomes or language suggesting an outlook. Forward-looking information in this press release includes: expected benefits to be derived from the Acquisition (including the generation of strong free cash flow and attractive future growth opportunities) and the expected use of the proceeds from the Offering and timing of closing. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.

Forward-looking information is provided for the purpose of providing information about management's expectations and plans about the future and may not be appropriate for other purposes. Forward-looking information herein is based on various assumptions and expectations that Superior believes are reasonable in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to Superior, including information obtained from third party industry analysts and other third party sources, and the historic performance of Superior's businesses. Such assumptions include anticipated financial performance, current business and economic trends, business prospects, availability and utilization of tax basis, regulatory developments, currency, exchange and interest rates, trading data, cost estimates and Superior's ability to obtain financing on acceptable terms, and are subject to the risks and uncertainties set forth below.

Readers are cautioned that the preceding list of assumptions is not exhaustive. Forward-looking information is not a guarantee of future performance. By its very nature, forward-looking information involves numerous assumptions, risks and uncertainties, both general and specific. Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, as many important factors are beyond Superior's control, Superior's actual performance and financial results may vary materially from those estimates and intentions contemplated, expressed or implied in the forward-looking information. These risks and uncertainties include: incorrect assessments of value when making acquisitions, increases in debt service charges, the loss of key personnel, fluctuations in foreign currency and exchange rates, inadequate insurance coverage, liability for cash taxes, counterparty risk, compliance with environmental laws and regulations, operational risks involving Superior's facilities, force majeure, labour relations matters and Superior's ability to access external sources of debt and equity capital. These risks, as well as additional risks and uncertainties are described under the section entitled "Risk Factors to Superior", in Superior's second quarter management's discussion and analysis and in Superior's 2014 Annual Information Form under the heading "Risk Factors", each of which is available electronically on SEDAR under the profile of Superior which can be accessed at www.sedar.com. Readers are cautioned that the foregoing list of factors that may affect future results is not exhaustive. Forward-looking information contained in this press release is provided for the purpose of providing information about management's goals, plans and range of expectations for the future and may not be appropriate for other purposes. When relying on Superior's forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.