$80,000, % Convertible Unsecured Subordinated Debentures

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1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form 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. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. Accordingly, except as permitted by the Underwriting Agreement (as defined herein) and pursuant to an exemption from the registration requirements of the 1933 Act and state securities laws, these securities may not be offered, sold or delivered within the United States of America (the "United States") and this short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See "Plan of Distribution". Information has been incorporated by reference in this short form prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Superior Plus Corp. at Suite 1400, th Avenue S.W., Calgary, Alberta, T2P 3G2, Telephone (403) and are also available electronically at Short Form Prospectus New Issue July 15, 2013 $80,000, % Convertible Unsecured Subordinated Debentures This short form prospectus qualifies the distribution of $80,000,000 aggregate principal amount of 6.00% convertible unsecured subordinated debentures (the "Debentures") of Superior Plus Corp. ("Superior" or the "Corporation") at a price of $1,000 per Debenture (the "Offering"). The Debentures bear interest at an annual rate of 6.00% payable semi-annually in arrears on June 30 and December 31 in each year commencing December 31, The maturity date of the Debentures will be June 30, 2019 (the "Maturity Date"). Debenture Conversion Privilege Each Debenture will be convertible into common shares of the Corporation ("Common Shares") at the option of the holder at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures, at a conversion price of $16.75 per Common Share, subject to adjustment in certain events (the "Conversion Price"). The outstanding Common Shares, 5.75% convertible unsecured subordinated debentures (the "5.75% Debentures"), 6.00% convertible unsecured subordinated debentures (the "6.00% Debentures"), the 7.50% convertible unsecured subordinated debentures (the "7.5% Debentures") and the 7.50% convertible unsecured subordinated debentures issued in 2011 (the "7.5% Debentures (2011)") of the Corporation are listed on the Toronto Stock Exchange (the "TSX") under the symbols "SPB", "SPB.DB.E", "SPB.DB.F", "SPB.DB.D" and "SPB.DB.G", respectively. The TSX has conditionally approved the listing of the Debentures and the Common Shares issuable on conversion, redemption or maturity of the Debentures on the TSX. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX on or before October 4, On July 12, 2013, the closing price of the Common Shares on the TSX was $12.68 per Common Share. Price to Public Underwriters' Fee (1) Net Proceeds to Superior (2)(3) Per Debenture... $1,000 $37.50 $ Total (3)... $80,000,000 $3,000,000 $77,000,000 Notes: (1) The Underwriters' Fee represents 3.75% of the offering price of the Debentures. (2) Before deducting expenses of this Offering, estimated to be $300,000. See "Plan of Distribution". (3) Superior has granted to the Underwriters an option (the "Over-Allotment Option") to purchase up to 15% of the principal amount of the Debentures issued at a price of $1,000 per Debenture (plus accrued interest from the initial closing of the Offering to the closing of the Over-Allotment Option) on the same terms and conditions as the Offering of the Debentures, exercisable in whole or in part, at the sole discretion of the Underwriters at any time up until 30 days after the closing of the Offering for the purposes of covering the Underwriters' over-allocation position. Debentures issuable upon exercise of the Over-Allotment Option will be issued on the later of closing of the Offering and two business days following exercise of such option. If the Over-Allotment Option is exercised in full, the "Price to the Public", "Underwriters' Fee" and "Net Proceeds to Superior" (before deducting expenses of the Offering) will be $92,000,000, $3,450,000 and $88,550,000, respectively (excluding accrued interest paid in respect of such Debentures). See "Plan of Distribution". This short form prospectus also qualifies for distribution the grant of the Over-Allotment Option and the issuance of the Debentures pursuant to the exercise of the Over-Allotment Option. See "Plan of Distribution".

2 A purchaser who acquires Debentures forming part of the Underwriters' over-allocation position acquires those Debentures under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Underwriters' Position Maximum Size Exercise Period Exercise Price Over-Allotment Option 12,000 Debentures Up until 30 days after the closing of the Offering $1,000 per Debenture plus accrued interest Scotia Capital Inc. and TD Securities Inc. as co-lead underwriters, on their own behalf and on behalf of BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Cormark Securities Inc. (collectively, the "Underwriters"), as principals, conditionally offer the Debentures, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the underwriting agreement referred to under "Plan of Distribution" and subject to approval of certain legal matters on behalf of the Corporation by Norton Rose Fulbright Canada LLP and on behalf of the Underwriters by Dentons Canada LLP. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The closing of this offering is expected to occur on or about July 22, 2013 (the "Closing Date"). Certificates for the aggregate principal amount of the Debentures will be issued in registered form to CDS Clearing and Depository Services Inc. ("CDS") and will be deposited with CDS on the Closing Date. No certificates evidencing the Debentures will be issued to purchasers, except in certain limited circumstances, and registration will be made in the depository service of CDS. Purchasers of the Debentures will receive only a customer confirmation from the Underwriter or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Debentures is purchased. See "Details of the Offering". The Underwriters may effect transactions which stabilize or maintain the market price for the Debentures or Common Shares at levels other than those which might otherwise prevail in the open market. See "Plan of Distribution". Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and National Bank Financial Inc. are each, directly or indirectly, a wholly-owned or majority-owned subsidiary of a Canadian chartered bank which is a lender to the Corporation and its subsidiaries, under a revolving term bank credit facility (the "Credit Facility"). Consequently, the Corporation may be considered to be a connected issuer of each of these Underwriters for the purposes of securities legislation in certain jurisdictions. The net proceeds of this Offering will be used by Superior to repay indebtedness under the Credit Facility which will then be available to be drawn to fund the redemption of the 7.5% Debentures, for working capital and/or general corporate purposes. See "Recent Developments", "Relationship Among the Corporation and Certain Underwriters", "Details of the Offering" and "Use of Proceeds". The Debentures are not "deposits" within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under the provisions of that Act or any other legislation. The Underwriters propose to offer the Debentures initially at the offering price specified above. After a reasonable effort has been made to sell all of the Debentures at the price specified, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Debentures remaining unsold. Any such reduction will not affect the proceeds received by the Corporation. The Underwriters will inform the Corporation if the offering price is reduced. See "Plan of Distribution". It is important for investors to consider the particular risk factors that may affect the issuer in which they are investing. See "Risk Factors" herein and in the Corporation's annual information form incorporated by reference herein. There is currently no market through which the Debentures may be sold and purchasers may not be able to resell the Debentures purchased under this short form prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of the issuer regulation. The Corporation may repay the outstanding principal of the Debentures through the issuance of Common Shares. See "Risk Factors" and "Details of the Offering - Payment upon Redemption or Maturity".

3 Dollar references in this short form prospectus are in Canadian dollars unless otherwise indicated. On July 12, 2013, the rate of exchange for the Canadian dollar, expressed in United States dollars, based on the Bank of Canada noon rate for United States dollars was Canadian $ = US$1.00. The following table sets forth the average exchange rates for the years ended December 31, 2010, December 31, 2011 and December 31, 2012 based on the Bank of Canada noon rate for United States dollars. The rates are set forth as Canadian dollars per US$1.00. Year Ended December 31, Average rate during period $ $ $ Note: (1) The exchange rates disclosed have been rounded to four decimal places.

4 TABLE OF CONTENTS Page SUMMARY... 1 GLOSSARY OF TERMS... 4 FORWARD-LOOKING INFORMATION... 6 NON-IFRS MEASURES... 9 DOCUMENTS INCORPORATED BY REFERENCE SUPERIOR PLUS CORP SUPERIOR PLUS LP INTERCORPORATE RELATIONSHIPS RECENT DEVELOPMENTS USE OF PROCEEDS DETAILS OF THE OFFERING EARNINGS COVERAGE CAPITALIZATION OF THE CORPORATION DESCRIPTION OF SHARE CAPITAL PRIOR SALES PRICE RANGE AND TRADING VOLUME OF COMMON SHARES PLAN OF DISTRIBUTION RELATIONSHIP AMONG THE CORPORATION AND CERTAIN UNDERWRITERS CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS RISK FACTORS ELIGIBILITY FOR INVESTMENT LEGAL MATTERS AUDITORS, TRANSFER AGENT AND REGISTRAR INTERESTS OF EXPERTS PURCHASERS' CONTRACTUAL RIGHTS PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION CERTIFICATE OF THE CORPORATION... C-1 CERTIFICATE OF THE UNDERWRITERS... C-2 -i-

5 SUMMARY This summary is qualified by, and should be read in conjunction with, the detailed information contained elsewhere in this short form prospectus. Superior Plus Corp. Superior directly and indirectly holds 100% of Superior LP, a diversified limited partnership formed between Superior General Partner Inc., as general partner and Superior as the limited partner. Superior LP, through its three operating divisions, is engaged in the distribution and retail marketing of propane, related products and services, distribution of liquid fuels such as heating oil and propane, provision of natural gas liquids wholesale marketing services and marketing of fixed-price energy services; construction products distribution to the retail, commercial and industrial markets; and the production and sale of specialty chemicals and related technology. The Offering Issue: 80, % convertible unsecured subordinated debentures. Amount of Offering: $80,000,000. Over-Allotment Option Price: Use of Proceeds: Superior has granted to the Underwriters the Over-Allotment Option to purchase up to 15% of the principal amount of the Debentures issued at a price of $1,000 per Debenture (plus accrued interest from the initial closing of the Offering to the closing of the Over- Allotment Option) on the same terms and conditions as the Offering exercisable in whole or in part, at the sole discretion of the Underwriters at any time up until 30 days after the closing of the Offering for the purposes of covering the Underwriters' over-allocation position. Debentures issuable upon exercise of the Over-Allotment Option will be issued on the later of closing of the Offering and two business days following exercise of such option. $1,000 per Debenture. Superior intends to use the net proceeds of this Offering initially to repay indebtedness under the Credit Facility which will then be available to be drawn as required to fund the redemption of the 7.5% Debentures, for working capital and/or general corporate purposes. See "Use of Proceeds" and "Relationship Among the Corporation and Certain Underwriters". Debentures Maturity: The Maturity Date for the Debentures will be June 30, Interest: Conversion Privilege: 6.00% per annum payable semi-annually in arrears on June 30 and December 31 in each year commencing December 31, The first interest payment on December 31, 2013 will include interest accrued from the Closing Date to, but excluding, December 31, Subject to the Cash Conversion Option (as defined herein), the Debentures will be convertible into fully paid and non-assessable Common Shares at the option of the holder thereof at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures at the Conversion Price of $16.75 per Common Share, being a conversion rate of Common Shares per $1,000 principal amount of Debentures, subject to adjustment as provided in the Indenture (as defined herein). Upon conversion, holders will not be entitled to interest accrued since the last interest payment date unless they convert their Debentures on an interest payment date, in which case, they will be entitled to receive such interest payment

6 Cash Conversion Option: Upon conversion of the Debentures, in lieu of delivering Common Shares, Superior may, in its sole discretion, elect to pay the holder cash (the "Cash Conversion Option"). If Superior elects, in its sole discretion, to settle the conversion obligation in cash, Superior shall deliver to the holder an amount in cash based on the daily volume weighted average trading price of the Common Shares on the TSX as measured over a period of 10 consecutive trading days commencing on the third day following the conversion date. Any payments pursuant to the Cash Conversion Option are subject to the subordination provisions contained in the Indenture as though such payments were payments of principal or interest on the Debentures. In addition, notwithstanding any election by Superior to use the Cash Conversion Option or any election by a holder of Debentures to convert Debentures into Common Shares, the Cash Conversion Option shall be immediately suspended if any payment pursuant to the Cash Conversion Option would violate the subordination provisions of the Indenture and any holder who converted their Debentures shall receive Common Shares in accordance with the procedure outlined under "Conversion Privilege" above. See "Details of the Offering - Subordination". Redemption: The Debentures will not be redeemable before July 31, On and after July 31, 2016 and prior to July 31, 2017, the Debentures may be redeemed in whole or in part from time to time at the option of the Corporation on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the Common Shares on the TSX during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price. On and after July 31, 2017, the Debentures may be redeemed in whole or in part from time to time at the option of the Corporation at a price equal to their principal amount plus accrued and unpaid interest. Change of Control: Within 30 days following the occurrence of a Change of Control (as defined below) the Corporation will be required to make an offer in writing to purchase all of the Debentures then outstanding (the "Debenture Offer"), at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon. A Change of Control will be defined in the Indenture as the acquisition by any person, or group of persons acting jointly or in concert, of voting control or direction of more than 50% of the outstanding voting securities of the Corporation but excludes an acquisition, merger, reorganization, amalgamation, arrangement, combination or other similar transaction if the holders of voting securities of the Corporation immediately prior to such transaction hold securities representing at least 50% of the voting control or direction in the Corporation or the successor entity upon completion of the transaction. If a Change of Control occurs in which 10% or more of the consideration for the voting shares in the transaction or transactions constituting a Change of Control consists of: (i) cash; (ii) equity securities that are not traded or intended to be traded immediately following such transactions on a stock exchange; or (iii) other property that is not traded or intended to be traded immediately following such transactions on a stock exchange, then during the period beginning ten trading days before the anticipated date on which the Change of Control becomes effective and ending 30 days after the Debenture Offer is delivered, holders of Debentures will be entitled to convert their Debentures at a Conversion Price determined in accordance with the terms of the Indenture. Payment upon Redemption or Maturity: On redemption or at maturity, the Corporation may, at its option, on not more than 60 days and not less than 40 days prior notice and subject to regulatory approval, elect to satisfy its obligation to pay the principal amount of the Debentures, in whole or in part, by issuing and delivering that number of freely tradeable Common Shares obtained by dividing the principal amount of the outstanding Debentures which are to be redeemed or which have matured by 95% of the weighted average trading price of the Common Shares - 2 -

7 on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the date fixed for redemption or the Maturity Date, as the case may be. Any accrued and unpaid interest thereon will be paid in cash. Subordination: The payment of the principal and premium, if any, of, and interest on, the Debentures will be subordinated in right of payment, as set forth in the Indenture, to the prior payment in full of all Senior Indebtedness (as defined herein) of the Corporation and indebtedness to trade creditors and will rank pari passu with the 5.75% Debentures 6.0% Debentures, 7.5% Debentures and 7.5% Debentures (2011). The Debentures will also be effectively subordinated to claims of creditors of the Corporation's subsidiaries except to the extent the Corporation is a creditor of such subsidiaries ranking at least pari passu with such other creditors. The Debentures will not limit the ability of the Corporation to incur additional indebtedness, including indebtedness that ranks senior to the Debentures, or from mortgaging, pledging or charging its properties to secure any indebtedness

8 GLOSSARY OF TERMS In this short form prospectus, the following terms have the following meanings: "5.75% Debentures" means the 5.75% convertible redeemable debentures of the Corporation due June 30, 2017 which are listed on the TSX under the symbol SPB.DB.E. "5.85% Debentures" means the 5.85% convertible redeemable debentures of the Corporation due October 31, 2015 which are listed on the TSX under the symbol SPB.DB.C. "6.0% Debentures" means the 6.0% convertible redeemable debentures of the Corporation due June 30, 2018 which are listed on the TSX under the symbol SPB.DB.F. "7.5% Debentures" means the 7.5% convertible redeemable debentures of the Corporation due December 31, 2014 which are listed on the TSX under the symbol SPB.DB.D. "7.5% Debentures (2011)" means the 7.5% convertible redeemable debentures of the Corporation due October 31, 2016 which are listed on the TSX under the symbol SPB.DB.G. "Arrangement" means the court sanctioned plan of arrangement under the CBCA, pursuant to which the Fund was converted to a corporation on December 31, "Arrangement Agreement" means the agreement dated October 30, 2008, between the Fund and Ballard, among others, providing for the Conversion. "Ballard" means Ballard Power Systems Inc. "C&I" means commercial and industrial insulation. "CBCA" means the Canada Business Corporations Act, as amended, including the regulations promulgated thereunder. "CRA" means the Canada Revenue Agency. "Common Shares" means common shares in the capital of the Corporation. "Construction Products Distribution" means Superior's construction products distribution business. "Conversion" means the conversion of the Fund from an income trust structure to a corporation on December 31, 2008, pursuant to the Arrangement. "Credit Facility" means Superior LP's three-year extendible revolving term credit facility in the aggregate amount of $570 million (expandable to $750 million) governed by the terms of the amended and restated credit agreement dated March 28, 2012 (as amended by a fourth amending agreement dated June 10, 2013) among Superior, Superior LP and eight financial institutions as lenders, which expires on June 27, "Energy Services" means Superior's energy services business. "ERCO" means ERCO Worldwide, Superior's Specialty Chemicals business. "Fund" means Superior Plus Income Fund, a limited purpose, unincorporated trust established under the laws of the Province of Alberta and terminated pursuant to the Conversion. "General Partner" means Superior General partner Inc., the general partner of Superior LP

9 "GSD" means gypsum specialty distribution. "IFRS" means International Financial Reporting Standards. "Preferred Shares" means preferred shares in the capital of the Corporation issuable in series. "SEM" means Superior Energy Management, Superior's fixed-price energy services business and part of its Energy Services business. "SGL" means Superior Gas Liquids, Superior's natural gas liquids wholesale marketing business and part of its Energy Services business. "Specialty Chemicals" means Superior's specialty chemicals business. "SPI" means the construction products distribution business, formerly operating under the trade name of Specialty Products & Insulation acquired by Superior in 2009 and integrated into the Construction Products Distribution business. "Superior LP" means Superior Plus LP, an Ontario limited partnership, that conducts the operating businesses of the Corporation. "Superior Propane" means Superior Propane, Superior's Canadian propane distribution and related services business. "TSX" means the Toronto Stock Exchange. "U.S. refined fuels" means the Corporation's heating oil and energy distribution business operating under the trade name "Superior Plus Energy Services" in the United States. "Winroc" means Superior's construction products distribution business operating under the trade name of "Winroc"

10 FORWARD-LOOKING INFORMATION This short form prospectus and the documents incorporated by reference herein contain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information may include statements regarding the objectives, business strategies to achieve those objectives, expected financial results (including those in the area of risk management), economic or market conditions, and the outlook of or involving Superior, Superior LP and its businesses. Such information is typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar expressions suggesting future outcomes. Forward-looking information in or incorporated by reference in this short form prospectus includes future financial position, consolidated and business segment outlooks, expected EBITDA from operations, expected redemption of 7.5% Debentures, expected completion of the Private Placement, expected adjusted operating cash flow and adjusted operating cash flow per share, expected leverage ratios and debt repayment, debt management summary, business strategy, objectives and initiatives, development plans and programs, business conditions, business expansion and improvement projects and expected timing of commercial productions associated therewith, market conditions in Canada and the U.S., expected tax consequences of the Conversion, the expected challenge by the CRA of the tax consequences of the Conversion (and the expected timing and impact of such process including any payment of taxes and the quantum of such payment), future income taxes and the basis of preparation of future tax returns, the impact of proposed changes to Canadian tax legislation or U.S. tax legislation, future economic conditions, future exchange rates and exposure to such rates, dividend strategy, payout ratio, expected weather, commodity prices and costs, the impact of contracts for commodities, product demand, production capacity, effect of operational and technological improvements, business enterprise system upgrade plans, the impact of ongoing legal proceedings, expected life of facilities and statements regarding net working capital and capital expenditure requirements of Superior or Superior LP. 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, the amount of future dividends paid by Superior, business prospects, availability and utilization of tax basis, regulatory developments, currency, exchange and interest rates, trading data, cost estimates, Superior's ability to obtain financing on acceptable terms, and the assumptions set forth below; such assumptions are subject to the risks and uncertainties set forth below. 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 any of the underlying assumptions prove incorrect, as many important factors are beyond our control, Superior's or Superior LP'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, Superior's ability to access external sources of debt and equity capital, and the risks identified in (i) this short form prospectus under the heading "Risk Factors", (ii) the AIF under the heading "Risk Factors", and (iii) Superior's 2012 annual management discussion and analysis incorporated by reference in this short form prospectus. The preceding list of assumptions, risks and uncertainties is not exhaustive. When relying on our forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking information is provided as of the date of this short form prospectus and, except as required by law, neither Superior nor Superior LP undertakes to update or revise such information to reflect new information, subsequent or otherwise. For the reasons set forth above, investors should not place undue reliance on forward-looking information

11 With respect to forward-looking information in or incorporated by reference into this short form prospectus, and in addition to other assumptions, we have made the following assumptions: Corporate Economic growth in Canada and the United States is expected to be similar or modestly higher than in 2012; Superior is expected to continue to attract capital and obtain financing on acceptable terms; Superior s estimated total debt to EBITDA ratio is based on maintenance and growth related expenditures of $75.7 million and working capital funding requirements which do not contemplate any significant commodity price changes; The foreign currency exchange rate between the Canadian dollar and United States dollar is expected to average on par in 2013 on all unhedged foreign currency transactions; Financial and physical counterparties are expected to continue fulfilling their obligations to Superior; Regulatory authorities are not expected to impose any new regulations impacting Superior; Superior s average interest rate on floating-rate debt is expected to remain consistent with 2012 levels; and Canadian and United States based cash taxes are expected to be minimal for 2013 based on existing income tax rates and the ability to use available tax basis. Energy Services Average temperatures for 2013 across Canada and the north-eastern United States are expected to be consistent with the recent five-year average; Total propane and U.S. refined fuels-related sales volumes are expected to increase in 2013 due to the assumption that weather will be consistent with the 5-year average and the impact of customer win-back and retention programs; Wholesale propane and U.S. refined fuels-related prices are not anticipated to significantly impact demand for propane, refined fuels and related services; Supply portfolio management market results in 2013 are expected to increase as compared to 2012 due to supply chain management efforts and higher sales volumes due to a return to normal weather; and Fixed price energy services is expected to be able to access sales channel agents on acceptable contract terms and gross profits in 2013 will decrease compared to The decrease will be primarily related to lower natural gas gross margins due to lower transportation-related gross profits and lower contribution from residential customer renewals and residential customer count. Total new customer aggregation volumes are expected to decline from 2012, as the system price for natural gas remains low. Growth in the fixed price electricity segment is expected to offset a portion of the decline in natural gas gross profits. Specialty Chemicals Sodium chlorate sales volumes are expected to increase in 2013 as compared to 2012 due to strong demand from all markets. Sodium chlorate pricing is expected to increase due to continued strong market conditions although gross margins are expected to decline as a result of higher electricity pricing; Chloralkali sales volumes are expected to increase in 2013 as compared to 2012 due to higher demand for chlorine and potassium products. Pricing is expected to be soft for chlorine in 2013 as compared to 2012 although it will be consistent for other products. Gross profits are expected to be consistent with 2012 as lower margins for chlorine products are offset by higher on caustic and potassium products; Electrical costs are expected to increase slightly in 2013 as compared to 2012; No labour disruptions are expected in 2013; and - 7 -

12 Average plant utilization will approximate 91% in Construction Products Distribution GSD sales revenue from Canada is expected to decline in 2013 due to branch closures and lower residential construction activity, offset in part by the successful introduction of new products and price management. GSD sales revenue from the United States is expected to increase in 2013 due to continued expansion of existing product lines into U.S. branches, emphasis on specific product opportunities, pricing initiatives and market improvements in some regions. C&I sales revenue is expected to increase in 2013 due to emphasis on specific product opportunities and pricing initiatives; Sales margins for both GSD and C&I are expected to increase slightly from 2012 due to price management initiatives, procurement strategy and closure of low-margin branches; and Operating costs as a percentage of revenue are expected to increase slightly due to investment in supply chain capability and inflationary increases of wages and other operating costs, offset in part by savings from branch closures and restructuring completed in

13 NON-IFRS MEASURES In this short form prospectus and the documents incorporated by reference herein, Superior uses the terms "adjusted operating cash flow", "EBITDA" and "Compliance EBITDA" as indicators of financial performance and to refer to the amount of cash available for distribution to shareholders. "Adjusted operating cash flow", "EBITDA", and "Compliance EBITDA" do not have standardized meanings prescribed by IFRS but are described under the headings below. Adjusted Operating Cash Flow Adjusted operating cash flow is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items to its calculation of adjusted operating cash flow; these items would generally, but not necessarily, be items of a non-recurring nature. Adjusted operating cash flow is the main performance measure used by management and investors to evaluate the performance of Superior. Readers are cautioned that adjusted operating cash flow does not have a standardized meaning prescribed by IFRS. Superior's calculation of adjusted operating cash flow may differ from similar calculations used by other issuers and is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted operating cash flow represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior. The seasonality of Superior's individual quarterly results must be assessed in the context of annualized adjusted operating cash flow. Adjustments recorded by Superior as part of its calculation of adjusted operating cash flow include, but are not limited to, the impact of the seasonality of Superior's businesses, principally Superior Propane and U.S. refined fuels, by adjusting for non-cash working capital items, thereby eliminating the impact of the timing between the recognition and collection/payment of Superior's revenues and expense, which can differ significantly from quarter to quarter. Adjustments are also made to reclassify the cash flows related to natural gas and electricity customer acquisition costs in a manner consistent with the income statement recognition of these costs. EBITDA EBITDA represents earnings before taxes, depreciation, amortization, finance expense and other non-cash expenses, and is used by Superior to assess its consolidated results and the results of its operating divisions. Superior believes measures of EBITDA are followed by the investment community and therefore provide useful information. The term EBITDA does not have a standardized meaning prescribed by IFRS and therefore Superior's calculation of EBITDA may differ from similar calculations used by comparable entities. EBITDA of Superior's operating businesses may be referred to as EBITDA from operations. Compliance EBITDA Compliance EBITDA represents earnings before interest, taxes, depreciation, amortization and other non-cash expenses calculated on a 12 month trailing basis giving pro forma effect to acquisitions and divestitures and is used by Superior to calculate its debt covenants and other credit information. Compliance EBITDA does not have a standardized meaning prescribed by IFRS. Superior's calculation of compliance EBITDA may differ from similar calculations used by comparable entities

14 DOCUMENTS INCORPORATED BY REFERENCE Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation at Suite 1400, th Avenue S.W., Calgary, Alberta, T2P 3G2, telephone (403) Copies of the documents incorporated in this short form prospectus by reference are also available at The following documents of the Corporation, filed with the various provincial securities commissions or similar authorities in Canada, are specifically incorporated into and form an integral part of this short form prospectus: (a) (b) (c) (d) (e) the annual information form of the Corporation for the year ended December 31, 2012 dated February 18, 2013 (the "AIF"); the audited consolidated financial statements of the Corporation together with the independent auditor's report thereon and the notes thereto and management's discussion and analysis of the financial condition and operations of the Corporation as at December 31, 2012 and for the years ended December 31, 2012 and 2011; the unaudited condensed consolidated financial statements of the Corporation and the notes thereto and management's discussion and analysis of the financial condition and operations of the Corporation as at March 31, 2013 and for the three months ended March 31, 2013 and 2012; the Information Circular dated February 21, 2012 in connection with the annual and special meeting of the shareholders of the Corporation held on May 2, 2012; and the Information Circular dated February 18, 2013 in connection with the annual meeting of the shareholders of the Corporation held on May 1, Any documents of the type required by National Instrument Short Form Prospectus Distributions ("National Instrument ") to be incorporated by reference in a short form prospectus including any material change reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and the independent auditor's report thereon, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by the Corporation with the securities commissions or similar authorities in the provinces and territories of Canada subsequent to the date of this short form prospectus and prior to the termination of this distribution shall be deemed to be incorporated by reference in this short form prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this short form prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form prospectus

15 SUPERIOR PLUS CORP. The Fund was a limited purpose, unincorporated trust established under the laws of the Province of Alberta by a Declaration of Trust dated as of August 2, On December 31, 2008, the Fund was converted to a corporation pursuant to the Conversion involving, among others, the Fund and Ballard and was renamed "Superior Plus Corp." Superior, directly or indirectly, holds 100% of Superior LP, a limited partnership formed between Superior General Partner Inc., as general partner and Superior as the limited partner. The Common Shares, 5.75% Debentures, 6.0% Debentures, 7.5% Debentures and 7.5% Debentures (2011) of Superior trade on the TSX under the symbols "SPB", "SPB.DB.E", "SPB.DB.F", "SPB.DB.D" and "SPB.DB.G", respectively. The head, principal and registered office of Superior is located at 1400, 840-7th Avenue S.W., Calgary, Alberta T2P 3G2. SUPERIOR PLUS LP Superior LP was formed pursuant to a Partnership Agreement dated September 17, 2006 and a declaration filed under the Limited Partnerships Act (Ontario) on September 19, 2006 with its initial general partner being Superior General Partner Limited and its initial limited partner being Superior Plus Inc. As a result of a corporate reorganization in September 2006, Superior Plus Inc. became the general partner and the Fund became the limited partner of Superior LP. Following the Conversion, subsequent amalgamation between Superior Plus Inc. and Superior Plus Administration Inc. and a name change on January 1, 2009, Superior General Partner Inc. is the general partner and Superior is the limited partner of Superior LP. Superior LP is a diversified limited partnership with three operating divisions comprised of the following businesses: Energy Services, which includes: Superior Propane, the propane distribution and related services business operating under the trade name "Superior Propane"; U.S. refined fuels, operating under the trade name "Superior Plus Energy Services"; SEM, a fixed-price energy services business, operating under the trade name "Superior Energy Management"; and SGL, a natural gas liquids wholesale marketing business, operating under the trade name "Superior Gas Liquids". Specialty Chemicals, which includes: ERCO, the specialty chemicals business, operating under the trade name "ERCO Worldwide". Construction Products Distribution, which includes: Winroc, the gypsum specialty distribution business, operating under the trade name "Winroc"; and SPI, the commercial and industrial insulation distribution business, operating under the trade name "Specialty Products & Insulation". The head and registered office of Superior LP and the General Partner is located at Suite 1400, 840-7th Avenue S.W., Calgary, Alberta T2P 3G

16 INTERCORPORATE RELATIONSHIPS The following is a diagram of Superior and its material subsidiaries: Shareholders Convertible Debentureholders Superior Plus Corp. 100% 99.9% Superior General Partner Inc.. 0.1% 0.1 % 1 % Superior Plus LP 99.9% Superior Energy Management Gas LP 0.1% 100 % 99.9% Superior International Inc. 99 % Superior Energy Management Electricity LP 99 % 1% 100 % Superior Gas Liquids Partnership Comercial E Industrial ERCO (Chile) Limitada (1) Superior Plus. U.S. Holdings Inc. (3) Erco Worldwide Inc. ( 3) Erco Worldwide (USA) Inc. (3) The Winroc Corporation (Midwest ) (3) Superior Plus US Financing Inc. (3) Superior Plus Construction Products Corp. (3) Superior Plus Energy Services Inc. ( 3) Burnwell Gas of Canada (4) Notes: (1) A corporation incorporated pursuant to the laws of Chile. (2) Except where otherwise noted, all corporations were incorporated pursuant to the laws of Canada and all limited partnerships have been formed pursuant to the laws of Ontario. (3) Superior Plus US Holdings, Inc., ERCO Worldwide Inc., ERCO Worldwide (USA) Inc. and Superior Plus US Financing, Inc. are incorporated pursuant to the laws of Delaware. The Winroc Corporation (Midwest) is incorporated pursuant to the laws of Nevada. Superior Plus Construction Products Corp. is incorporated pursuant to the laws of Pennsylvania. Superior Plus Energy Services, Inc. is merged pursuant to the laws of New York. (4) A corporation incorporated pursuant to the laws of the Province of Ontario

17 Proposed Redemption of 7.5% Debentures RECENT DEVELOPMENTS On July 2, 2013, Superior announced that it intends to completely redeem (the "Redemption") the $69.0 million outstanding principal amount of 7.5% Debentures by providing a formal notice of redemption to holders of such debentures upon closing of this Offering. Proposed Concurrent Private Placement of Debentures Superior intends to complete a private placement of an additional $5 million aggregate principal amount of Debentures, at the same price as under the Offering (the "Private Placement"), to one of its directors. The Private Placement is scheduled to close concurrently with the Offering. Extension of the Credit Facility On June 11, 2013, Superior announced that its wholly-owned subsidiaries, Superior LP, Superior Plus US Financing Inc. and Comercial E Industrial ERCO (Chile) Limitada completed an extension of the Credit Facility to June 27, The size of the facility and financial covenants were unchanged. Tender Offer for 8.25% Debentures On June 14, 2013, Superior LP made a cash tender offer (the "Offer") with respect to any and all of its $150 million aggregate outstanding principal amount of 8.25% Debentures. In conjunction with the Offer, Superior LP was soliciting debentureholder consents (the "Consent Solicitation") to effect certain amendments to the trust indenture governing the 8.25% Debentures and proposed a private placement of senior unsecured notes to fund the Offer. On June 26, 2013, due to the implications of volatility in the debt markets, Superior terminated the Offer, Consent Solicitation and the proposed private placement. Redemption of 5.85% Convertible Debentures On April 9, 2013, Superior redeemed the entire $25 million outstanding principal amount of the 5.85% Debentures. Common Share Financing On March 27, 2013, Superior completed a public offering of 12,960,500 Common Shares (including an overallotment option) in the capital of Superior at a price of $11.10 per Common Share for net proceeds of approximately $137.8 million (the "Equity Financing"). The net proceeds of the Equity Financing were used to repay indebtedness under the Credit Facility and, thereafter, a portion was drawn as required to fund the Redemption of 5.85% Debentures. The remainder is expected to be drawn to fund Superior's previously announced $43 million expansion of hydrochloric acid production capacity at its Port Edwards, Wisconsin and Saskatoon, Saskatchewan facilities and for working capital and/or general corporate purposes. Financial Outlook - Debt Repayment Schedule On March 7, 2013, Superior announced that as a result of the Equity Financing, it was adjusting its 2013 financial outlook to adjusted operating cash flow per share of $1.55 to $1.85 from the range of $1.65 to $1.95 as provided in Superior s annual earnings release dated February 14, The reduction in the financial outlook was due to the issuance of the additional Common Shares pursuant to the Equity Financing which would be outstanding throughout the remainder of In addition, Superior announced that as a result of the Equity Financing, it had accelerated its debt repayment schedule resulting in a change of its expected December 31, 2013 total debt to EBITDA ratio from the previously provided range of 3.8x to 4.2x to 3.3x to 3.7x. See "Use of Proceeds"

18 Receipt of Reassessments from Canada Revenue Agency Since the beginning of 2010, the CRA has requested and reviewed information from Superior relating to the Conversion. As disclosed by Superior on September 20, 2012, Superior received indications from the CRA that it intended to challenge the tax result of the Conversion. On April 2, 2013, Superior received Notices of Reassessment for Superior s 2009 and 2010 taxation years from the CRA reflecting its intent to challenge the tax consequences of the Conversion. The CRA s position is based on the acquisition of control rules, in addition to the general anti-avoidance rules in the Tax Act. The table below summarizes Superior s estimated tax liabilities and payment requirements associated with the received and anticipated Notices of Reassessment. Upon receipt of the Notices of Reassessment, 50% of the taxes payable pursuant to such Notices of Reassessment, must be remitted to the CRA. Taxation Year Taxes Payable (1)(2) Taxes Payable (1)(2) Payment Dates 50% of the 2009/2010 $13.0 $6.5 Paid April $10.0 (3) $5.0 Q $10.0 (3) $5.0 Q $20.0 (3) $10.0 Q Total $53.0 $26.5 Notes: (1) In millions of dollars. (2) Includes estimated interest and penalties. (3) Estimated based on Superior s previously filed tax returns and the midpoint of Superior s 2013 outlook. On May 8, 2013, Superior filed a Notice of Objection with the CRA s appeals division. After 90 days, if the CRA has not responded to or settled the Notice of Objection with Superior, then Superior can make an application to the Tax Court of Canada. Superior anticipates that if the application proceeds in the Tax Court of Canada, a decision could be rendered by the end of fiscal If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional 2 years. If Superior receives a positive decision, then any taxes, interest and penalties paid to the CRA will be refunded along with interest. If Superior is unsuccessful, then any remaining taxes payable plus interest and penalties will have to be remitted. Superior remains confident in the appropriateness of its tax filing position and the expected tax consequences of the Conversion, intends to vigorously defend such position and intends to file its future tax returns on a basis consistent with its view of the outcome of the Conversion. See also "Risk Factors". USE OF PROCEEDS The net proceeds of this Offering (excluding any exercise of the Over-Allotment Option), after payment of the Underwriters' fee of $3,000,000 and expenses of this Offering estimated to be $300,000, will be $76,700,000. If the Over-Allotment Option is exercised in full, the net proceeds of this Offering, after payment of the Underwriters' fee of $3,450,000 and expenses of the Offering estimated to be $300,000, will be $88,250,000. Superior intends to use the net proceeds of the Offering initially to repay indebtedness under the Credit Facility which will then be available to be drawn as required to fund the redemption of the 7.5% Debentures, for which Superior expects to deliver a notice of redemption on closing of the Offering, for working capital and/or general corporate purposes. The use of the net proceeds of the Offering by Superior is consistent with its stated business objectives and strategic goals of reducing the costs of its leverage and extending its debt maturities where appropriate. Over the past two years, the indebtedness incurred under the Credit Facility has been used to redeem approximately $175 million principal amount of outstanding convertible debentures of Superior and to fund certain capital expenditures in its businesses. Such capital expenditures include those related to Superior's previously announced expansion of hydrochloric acid production capacity at its Port Edwards, Wisconsin and Saskatoon, Saskatchewan facilities. For additional discussion see "Management's Discussion and Analysis - Debt Management Update", "Management's